REDEMPTION AGREEMENT
Exhibit
10.1
REDEMPTION
AGREEMENT
This
Agreement (the “Agreement”) is made as of the 26th
day of
June, 2006 by and between Adagio Acquisition I, Inc., a Delaware corporation
having its offices at c/o Xxxxxxx Xxxxx Ventures, 000 Xxxxxxx Xxxxxx,
00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (the “Issuer”), and Xxxxxxx X. Xxxxxxxxx, with an
address at c/o Xxxxxxx Xxxxx Ventures, Inc., 000 Xxxxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (the “Seller”).
W
I T
N E S S E T H:
WHEREAS,
the Seller is the owner of 1,500,000 shares of the Issuer’s common stock, par
value $.0001 per share (“Common Stock”), and
WHEREAS,
the Seller desires to sell to the Issuer, and the Issuer desires to purchase
from the Seller, 1,440,000 shares of Common Stock (the “Shares”), on and subject
to the terms of this Agreement;
WHEREFORE,
the parties hereto hereby agree as follows:
1. Sale
of the Shares.
Subject
to the terms and conditions of this Agreement, and in reliance upon the
representations, warranties, covenants and agreements contained in this
Agreement, the Seller shall sell the Shares to the Issuer, and the Issuer shall
purchase the Shares from the Seller for a purchase price (the “Purchase Price”)
equal to $.0001 per share, or an aggregate of one hundred forty-four dollars
($144.00).
2. Closing.
The
purchase and sale of the Shares shall take place upon execution and delivery
of
this Agreement (the “Closing”), to be held at such time and place as shall be
determined by the parties. At the Closing, the Seller shall deliver to the
Issuer a certificate for the Shares, duly endorsed in form for transfer to
the
Issuer and the Issuer shall pay the purchase price for the Shares. Seller
represents and warrants to the Issuer that there are no liens, charges or
encumbrances on the Shares.
3. Miscellaneous.
This
Agreement constitutes the entire agreement of the parties, superseding and
terminating any and all prior or contemporaneous oral and written agreements,
understandings or letters of intent between or among the parties with respect
to
the subject matter of this Agreement. No part of this Agreement may be modified
or amended, nor may any right be waived, except by a written instrument which
expressly refers to this Agreement, states that it is a modification or
amendment of this Agreement and is signed by the parties to this Agreement,
or,
in the case of waiver, by the party granting the waiver. If any section, term
or
provision of this Agreement shall to any extent be held or determined to be
invalid or unenforceable, the remaining sections, terms and provisions shall
nevertheless continue in full force and effect. This Agreement shall be governed
and construed in accordance with the laws of the State of New York applicable
to
agreements executed and to be performed wholly within such State, without regard
to any principles of conflicts of law. This Agreement shall be binding upon
the
parties and their respective heirs, executors, administrators, legal
representatives, successors and assigns; provided, however, that neither party
may assign this Agreement or any of its rights under this Agreement without
the
prior written consent of the other party. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.
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| /s/ Xxxxxxx X. Xxxxxxxxx | ||
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XXXXXXX
X. XXXXXXXXX
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| ADAGIO ACQUISITION I, INC. | ||
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| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
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Xxxxxxx
X. Xxxxxxxxx, President
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