Acquisition and Exchange Agreement



  
 Exhibit 10.1

 ACQUISITION AND EXCHANGE AGREEMENT 

This Acquisition and Exchange Agreement (“Agreement”) is made on this 1st day of January, 2009, by and between Bulova Technologies Group, Inc.
(“BLVT”), a Florida corporation and Stephen L. Gurba and John Stanton (collectively, “Shareholders”), individually. 
 BLVT
desires to acquire all of the shares of stock of 3Si Holdings, Inc., a Florida corporation (“3Si”), which are issued and outstanding in exchange for shares of stock of BLVT and the shareholders of 3Si wish to accept the BLVT shares in
exchange for their 3Si shares, all upon the terms and conditions set forth herein. 
 1. ACQUISITION OF 3Si

 1.1 Acquisition Price 

BLVT has agreed and shall deliver at the closing of this Agreement ( the “Closing”) 40,000,000 shares of restricted common stock of BLVT. The
stock delivered by BLVT shall be divided pro rata among the shareholders of 3Si Holdings, Inc. according to the percentages in ownership they have in 3Si stock as set forth in Exhibit A hereto. BLVT stock is being delivered in exchange for and to
acquire all issued and outstanding shares of 3Si and all rights to any treasury stock, stock to be issued by stock option, if any separately, and all rights to unissued shares, if any. 
 1.2 The 3Si Shares 
 The 3Si shareholders agree to transfer to BLVT and BLVT agrees to
acquire all issued and outstanding shares of 3Si stock in consideration of the BLVT stock described in Section 1.1. In exchange for the acquisition of all issued and outstanding shares of 3Si, BLVT does hereby exchange and agree to transfer to
the individuals set forth in Exhibit A the common shares of BLVT referenced above, subject to a restrictive legend in the form annexed hereto as Exhibit B. Simultaneously herewith, the individuals set forth in Exhibit A have endorsed all their
shares of 3Si, such shares being 100% of all issued and outstanding shares, in favor of BLVT. 
 1.3 Tax Free Exchange 

It is the parties’ intention that the exchange of shares under this Agreement, pursuant to Sections 1.1 and 1.2, are intended to be a tax free, stock
for stock exchange within the meaning of Internal Revenue Code Sections including, but not limited to, Section 368. Therefore, the parties agree that on their corporate and individual tax returns, they shall truthfully and completely
characterize this transaction as an exchange and will cooperate and will file the individual or joint filing of all exchange disclosure forms, documents, instruments or other papers necessary to qualify and obtain tax free exchange treatment of the
exchange shares. 







  
 1.4 Further Documentation

 The parties agree that the final structure and form of the transfers called for herein may be modified or altered as necessary to maximize
the financial and tax treatment of the transactions for the parties, provided the consideration to be given by each party shall not be changed. The parties agree to execute any and all additional documents or instruments prior to or after the
Closing necessary to effectuate the intents, purposes and transactions called for in the Agreement. 
 2. BLVT
WARRANTIES 
 BLVT represents, as of the date hereof, that: 
 2.1 Organization 
 BLVT is duly organized under the laws of the State of Florida and is a
validly existing corporation and in good standing with requisite power and authority to own its properties and to transact the business in which it is now engaged. BLVT is duly qualified to do business in each jurisdiction where it is required to be
qualified in connection with its properties, businesses and operations. BLVT possesses all rights, licenses, permits and authorizations governmental or otherwise, necessary to entitle it to own or hold real, personal or intangible property and to
transact the business in which it is now engaged. 
 2.2 Proceedings 
 BLVT has taken all steps necessary to authorize the execution, delivery and performance of this Agreement, all exhibits, and all related documents or instruments. This Agreement and all related documents
or instruments have been duly executed and delivered by or on behalf of BLVT and constitute legal, valid and binding obligations of BLVT enforceable against it in accordance with their respective terms. 

2.3 No Conflicts 
 The execution,
delivery and performance of this Agreement and all related documents will not conflict with or result in a breach of any terms or provisions of or constitute default under it, or result in the creation or imposition of any lien, charge or
encumbrance upon any of the property or assets of BLVT, nor result in any violation of any statute, order, article of incorporation, bylaw, voting trust, SEC ruling or oversight, rule or regulation, court, governmental, or administrative order or
the requirements of any governmental agency or body having jurisdiction over BLVT. Further, no administrative tribunal, court, government body, regulatory agency, shareholder or other authorization or consent is required for the execution, delivery
and performance of this Agreement by BLVT. 







  
 2.4 Litigation 

There are no actions, suits or proceedings at law or in equity, before a governmental tribunal, administrative agency, government agency or otherwise that
are now pending or threatened by any person or entity, against BLVT and to the best of BLVT’s knowledge, after diligent inquiry, there is no basis for any action, suit or proceeding that might affect BLVT, or its properties. 

2.5 Agreements 
 BLVT is not a party to
any agreement or instrument subject to any restriction which is violated by entering into this Agreement or any restriction of any kind or nature that might materially and adversely affect BLVT’s business, properties, assets, operations or
conditions, financial or otherwise. BLVT is not in default in any material respect in the performance, observation or fulfillment of any obligation, covenant, condition, representation (whether written or oral), of any contract or agreement made in
favor of any other party, whether in writing or otherwise. 
 2.6 Compliance 
 BLVT is not in default or violation of any order, writ, injunction, decree or demand of any governmental authority, the violation of which might materially adversely affect the condition (financial or
otherwise) or business of BLVT. There has not been committed by BLVT any act or omission affording the federal government or any state or local government the right of forfeiture as against BLVT or any part thereof or any monies paid in performance
of BLVT’s obligation under this Agreement. BLVT hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. 
 2.7 Not a Foreign Person 
 BLVT is not a “foreign person” within the meaning of
Section 1445(f)(3) of the Code. 
 2.8 Assessments 
 There are no pending tax, special assessment, state or federal intangibles, tax or excise tax or any other public or private assessment of any kind or nature against BLVT. 

2.9 Illegal Activity 
 BLVT has not
engaged in any illegal activity, violated any law or rule governing the registration, solicitation or sale of securities, nor issued any warrant, option, stock certificate, debenture or any other security in violation of applicable law. Further, no
proceeds received by BLVT from any source have been misappropriated or used for any illegal activity. 







  
 2.10 Survival of Representations

 BLVT agrees that all representations and warranties set forth in this Section 2 or elsewhere in this Agreement, in any exhibit or in
any other document executed in connection with this Agreement shall survive the Closing and the full term of this Agreement for a period of one (1) year. All representation, warranties, covenants and agreements made by either party hereto shall
be deemed to have been relied upon by either party notwithstanding any investigation heretofore or hereafter made by either party. 
 3. 3Si SHAREHOLDER WARRANTIES 
 The Shareholders of 3Si, as of the date of this
Agreement, warrant and represent that: 
 3.1 Organization 
 3Si is a validly existing corporation and is in good standing under the laws of the State of Florida, with requisite power and authority to own its properties and to transact the business in which it is
now engaged. 3Si is duly qualified to do business in each jurisdiction where it is required to be qualified in connection with its properties, businesses and operations. 3Si possesses all rights, licenses, permits and authorizations governmental or
otherwise, necessary to entitle it to own or hold real, personal or intangible property and to transact the business in which it is now engaged. 
 3.2 Proceedings 
 The 3Si Shareholders have taken all steps necessary to authorize the
execution, delivery and performance of this Agreement by them. 
 3.3 No Conflicts 

The execution, delivery and performance of this Agreement and all related documents will not conflict with or result in a breach of any terms or
provisions of or constitute a default under 3Si’s articles of incorporation or bylaws, or under any agreement by which it is bound, or result in the creation of imposition of any lien, charge or encumbrance upon any of the property or assets of
3Si, nor result in any violation of any statute, order, article of incorporation, bylaw, voting trust, SEC ruling or oversight, rule or regulation, court, governmental, or administrative order or the requirements of any governmental agency or body
having jurisdiction over 3Si. 
 3.4 Litigation 
 There are no actions, suits or proceedings at law or in equity, before a governmental tribunal, administrative agency, government agency or otherwise that are now pending or threatened by any person or
entity, against the Shareholders, and to the best of the Shareholders’ knowledge, after diligent inquiry, there is no basis for any action, suit or proceeding that might affect them. 







  
 3.5 Agreements 

The Shareholders are not a party to any agreement or instrument subject to any restriction which is violated by entering into this Agreement or any
restriction of any kind or nature that might materially and adversely affect their ability to consummate this transaction or that will cause 3Si or its business, properties, assets, operations or conditions, financial or otherwise. 

3.6 Title 
 The Shareholders hereby
represent and warrant that they will own and transfer to BLVT their 3Si shares free and clear of all claims, liens, and encumbrances of any kind or nature and that the shares are not subject to any assessment or obligation for contribution.

 The Shareholders also represent that 3Si holds good, marketable and indefeasible title and all rights to its assets. 3Si has not placed any
liens or other encumbrances against its stock or assets nor has made any agreements with any other person or entity for the sale, use, or other disposition of 3Si’s assets. 
 3.7 Financial Information 
 All financial information provided to BLVT is correct and
complete in all material respects, accurately represents the financial condition of 3Si as of the date of such reports and were prepared in accordance with GAAP throughout the periods covered. 

3.8 Full and Accurate Disclosure 

Statements of fact, including the recitals made by the Shareholders, are true and correct and no material fact has been omitted that would make the
statement or representations made herein false or misleading. 
 3.9 Compliance 
 3Si is not in default or violation of any order, writ, injunction, decree or demand or any governmental authority, the violation of which might materially adversely affect the condition (financial or
otherwise) or business of 3Si. 
 3.10 Not a Foreign Person 
 3Si is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code. 







  
 3.11 Assessments 

There are no pending tax, special assessment, state or federal intangibles, tax or excise tax or any other public or private assessment of any kind or
nature against 3Si or its property. 







  
 3.12 Illegal Activity

 3Si has not engaged in any illegal activity, violated any law or rule governing the registration, solicitation or sale of securities, nor
has issued any warrant, option, stock certificate, debenture or any other security in violation of applicable law. Further, no proceeds received by the Shareholders or 3Si from any source have been misappropriated or used for any illegal activity.
3Si has not engaged in any illegal activities, or violated any law or rule. 
 3.13 Warranties Constitute Continuing Covenants

 All the warranties made by the Shareholders hereunder shall constitute continuing covenants that will be maintained affirmatively at all
times during the terms of this Agreement. 
 3.14 Survival of Representations 
 All representations and warranties set forth in this Section 3 or elsewhere in this Agreement, in any exhibit or in any other document executed in connection with this Agreement shall survive the
Closing and the full term of this Agreement for a period of one (1) year. All representations, warranties, covenants and agreements made by either party hereto shall be deemed to have been relied upon by either party notwithstanding any
investigation heretofore or hereafter made by either party. 
 4. PUBLIC DISCLOSURE OF TRANSACTIONS 

4.1 This Agreement 
 The parties shall
only disclose this Agreement and its specific terms and conditions to the extent required by applicable law, and the parties represent that they have only disclosed this Agreement and its contents to their attorneys, accountants, and consultants as
necessary to conclude this transaction. 
 4.2 Future Agreements 
 Future agreements between the parties shall only be disclosed as necessary under applicable law. 
 5. NATURE OF THE RELATIONSHIP 
 5.1 Contractual Relationship 

The parties acknowledge that their only relationship is a contractual relationship and that the parties do not owe any fiduciary or other duty to one
another except for the duties imposed by this Agreement. 







  
 5.2 No Agency, Joint Venture or
other Relationship 
 The parties acknowledge that they will not hold themselves out as an agent, partner or co-venturer of the other and
that this Agreement is not intended and does not create an agency, partnership, joint venture or any other type of relationship except the contract relationships established hereby. 
 5.3 No Undisclosed Dealings 
 The parties acknowledge that they have not been induced to
execute this Agreement by promises of compensation, in cash or kind, from the other and that there are no side agreements, side dealings or undisclosed dealings between the parties affecting or relating to this Agreement except as contained herein.

 6. DEFAULTS AND REMEDIES 
 The parties agree that the breach of any warranties, terms or conditions hereof may be enforced by the other in accordance with applicable law and the remedies provided herein. However, the parties agree
that no claim may be brought on any warranty or representation or other breach hereunder if not brought within twelve (12) months from the date hereof. 
 7. DISPUTE RESOLUTION 
 7.1 Arbitration 

The parties have selected as their sole means for resolving matters of interpretation, construction of this Agreement or the existence of a default or
damages or remedies hereunder by binding arbitration pursuant to the rules of the American Arbitration Association. 
 7.2 Arbitration Notice

 In the event a party determines that there is a valid dispute, matter for interpretation, issue of construction, default or such other
similar need for third party intervention and determination of the parties’ rights under this Agreement, the parties seeking such determination shall give an arbitration notice stating that it intends to initiate an arbitration proceeding in
thirty days if the matters set forth with specificity in the arbitration notice are not resolved in thirty days. This shall not prevent either party from, within the thirty days, sending out appropriate default or termination notices or such other
notices as may be appropriate under this Agreement. 
 7.3 Location of Arbitration 

The arbitration under this Agreement shall be held in Tampa, Florida 







  
 7.4 Makeup of Panel 

The arbitration panel shall consist of a professional commercial arbitrator, a CPA and an attorney. 

7.5 Binding Decision 
 The arbitration
intended by this Agreement is binding arbitration and may be confirmed by a court of competent jurisdiction but does not require any further judicial action and shall be deemed non-appealable. 

7.6 Injunction 
 The requirement of
binding arbitration shall not preclude either party’s ability to obtain temporary injunctive relief in a court of competent jurisdiction to protect or preserve rights hereunder and such injunctive relief shall be considered ancillary to the
arbitration proceedings. 
 8. MISCELLANEOUS 
 8.1 Waivers 
 No waiver of any default shall be implied from any delay or omission by the
parties to take action on account of such default, and no express waiver shall affect any default other than the default specified in the waiver and it shall be operative only for the time and to the extent therein stated. 

8.2 Benefit 
 This Agreement is made and
entered into for the sole protection and benefit of BLVT and the Shareholders, their successors and assigns, and no other person or persons have any right to action hereon or rights as a third party beneficiary as a result of the execution of this
Agreement. 
 8.3 Assignment 

The terms hereof shall be binding upon and inure to the benefit of the heirs, successors, assigns, and personal representatives of the parties hereto.

 8.4 Amendments 
 This
Agreement shall not be amended except by a written instrument signed by all parties hereto. 
 8.5 Terms 

Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural, and vice
versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine. This Agreement is the product of intensive negotiations between the parties, and as such the identity of the drafter shall
not be relevant in the construction of this Agreement. 







  
 8.6 Governing Law and Jurisdiction

 This Agreement and all matters relating thereto shall be governed by and construed and interpreted in accordance with the laws of the
State of Florida. The parties hereby submit to the jurisdiction of the state and federal courts located in Hillsborough County, Florida. 

8.7 Savings Clause 
 Invalidation of any
one or more of the provisions of this Agreement shall in no way affect any of the other provisions hereof, which shall remain in full force and effect. 
 8.8 Execution in Counterparts 
 This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument, and in making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart. 

8.9 Captions 
 The captions herein are
inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement nor the intent of any provision hereof. 
 8.10 Time is of the Essence 
 Time is of the essence as to this Agreement. 

8.11 Entire Understanding 
 This
Agreement constitutes the entire understanding between the parties, and all prior or contemporaneous oral agreements, understandings, representations and statements are merged into this Agreement. 







  
 8.12 Notices 

Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein shall be given in writing by certified
mail or by reputable overnight courier service, e.g. Federal Express, which shall be addressed as follows: 
  

	
	 John Stanton
 19337 US HWY 19
N, Ste 525
 Clearwater FL 33764

	
	 Stephen L. and Evelyn R. Gurba

19337 US HWY 19 N, Ste 525
 Clearwater FL
33764

	
	 BLVT
 19337 US HWY 19 N, Ste
525
 Clearwater FL 33764


 8.13 Survival 
 The representations and warranties and provisions of this Agreement shall
survive the Closing hereunder. 
 8.14 Attorneys’ Fees 
 In the event that any party is required to engage the services of legal counsel to enforce it rights under this Agreement against any other party, regardless of whether such action results in litigation,
the prevailing party shall be entitled to reasonable attorneys’ fees and costs from the other party, which in the event of litigation shall include fees and costs incurred at trial, or appeal, and incident to any bankruptcy proceeding.

 8.15 WAIVER OF JURY TRIAL 

BY ACCEPTANCE HEREOF, THE PARTIES AGREE THAT NONE OF THEM SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDINGS, COUNTERCLAIM, OR ANY OTHER LITIGATION
PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY INSTRUMENT EVIDENCING OR RELATING TO THIS AGREEMENT. NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. 
 8.16 Closing 
 The Closing shall take place on or before January 1, 2009 at 2:00 pm at
the BLVT offices at 19337 US HWY 19 North, Suite 525, Clearwater, Florida, 33764. All funds, documents and exhibits called for herein shall be delivered at or prior to Closing. 







  
 IN WITNESS WHEREOF, BLVT and the
Shareholders have executed this Acquisition and Exchange Agreement as of the above written date. 
  

							
	3Si Majority Shareholders        	 		 	Bulova Technologies Group, Inc.
			
	 /s/ Stephen L. Gurba
	 		 	 /s/ John Stanton

	Stephen L. Gurba, Shareholder	 		 	By: John Stanton, Chairman
			
	 /s/ Evelyn R. Gurba
	 		 	
	Evelyn R. Gurba, Shareholder	 		 		 	
			
	 /s/ John Stanton
	 		 	
	John Stanton, Shareholder	 		 		 	








  
 EXHIBIT A

  

					
	 	  	%	 
	 John Stanton
	  	 	60	% 
	 Stephen L and Evelyn Gurba
	  	 	40	% 
		  	 	100.00	% 
		  	 	 	 








  
 EXHIBIT B

 The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended and may not be
sold, transferred, pledged, hypothecated or otherwise disposed of in the absence of (i) an effective registration statement for such securities under said act or (ii) an opinion of company counsel that such registration is not required.