SHARE REPURCHASE AGREEMENT
This
Share Repurchase Agreement (this “Agreement”)
is made and entered into as of April 8, 2010 by and among Gerova
Financial Group, Ltd. (formerly Asia Special Acquisition Corp.), a Cayman
Islands corporation (the “Company”),
Marseilles
Capital LLC, a Florida limited liability company (“Marseilles”),
and Xxxxxxxx Xxxxxx, a resident of Florida (“Xxxxxx”). The
Company, Marseilles and Xxxxxx are hereinafter collectively referred to as the
“Parties”
and each individually as a “Party.” This
Agreement shall become effective as of the date the Parties have executed this
Agreement (the “Effective
Date”).
RECITALS
A. Marseilles
purchased 5,333,333 ordinary shares of capital stock, $0.0001 par value per
share (the “Ordinary
Shares”), of the Company (the “Subject
Shares”) and issued a non-interest bearing promissory note in the
original principal amount of $20,000,000 due December 31, 2015 (the “Note”) to
the Company in payment for the purchase price for the Subject Shares, pursuant
to a share purchase agreement (the “Share Purchase
Agreement”) dated as of January 1, 2010 among the Parties.
B. The
Parties agree that the Company shall redeem and repurchase all of the Subject
Shares in accordance with the terms and conditions set forth below.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements of the
Parties contained herein, and other good and valuable consideration, the
adequacy of which is hereby acknowledged, the Parties agree as
follows:
1. Repurchase. Subject
to the terms of this Agreement, on the Effective Date, Marseilles shall sell,
assign, transfer and deliver to the Company, and the Company shall purchase from
Marseilles, 5,333,333 Ordinary Shares (the “Redemption
Shares”) at a price of $3.91875 per share for a total purchase price of
$20,900,000 (the “Redemption
Amount”). On the Effective Date, Marseilles shall deliver to
the Company:
(a) a
stock power signed in blank under which the Redemption Shares have been duly
endorsed for transfer to the Company.
The Note shall be cancelled and
returned to Marseilles and the Company shall pay an aggregate amount of Nine
Hundred Thousand Dollars ($900,000) to Marseilles by wire transfer of
immediately available funds in accordance with the wire transfer instructions
already on file with the Company, such amount to be paid in twelve (12) equal
monthly installments of $75,000 commencing on the date hereof.
2. Marseilles and Xxxxxx
Representations and Warranties. Each of Marseilles and Xxxxxx
hereby represents and warrants to the Company that the representations and
warranties set forth below are true and correct as of the Effective
Date:
(a) Marseilles
has not transferred, pledged or otherwise encumbered the Redemption Shares and
has not entered into any agreement to do any of the
foregoing. Marseilles is the sole record and beneficial owner of the
Redemption Shares and has the full right, power and authority to sell and
transfer such Redemption Shares to the Company pursuant to this
Agreement. The delivery to the Company of the Redemption Shares
pursuant to this Agreement will transfer to the Company valid and marketable
title thereto, free and clear of any and all liens, encumbrances, options,
charges, equitable interests or restrictions of any nature
whatsoever. The performance by Marseilles and Xxxxxx of this
Agreement and the sale of the Redemption Shares to the Company will not result
in a breach of or default under any agreement or instrument to which it or he is
a party or by which it or he or any of the Redemption Shares may be
bound.
(b) No agent,
broker, investment banker or other person or firm is or will be entitled to
receive any broker’s or finder’s fee or other commission directly or indirectly
in connection with the transactions contemplated by this Agreement as a result
of Marseilles’s or Xxxxxx’x action.
(c) Other
than as set forth herein, no representation, promise or inducement has been
offered or given in consideration of this Agreement and this Agreement is being
executed by Marseilles and Xxxxxx without reliance upon any statement or
representation by any other party.
3. Successors and
Assigns. This Agreement shall inure to the benefit of and be
binding upon the Parties and their respective heirs, executors, administrators,
successors and assigns.
4. Further
Action. The Parties agree to execute such further instruments
and to take such further action as may reasonably be necessary to carry out the
intent of this Agreement.
5. Severability. If
any provision of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remaining provisions of this Agreement
shall continue in full force and effect without being impaired or invalidated in
any way and shall be construed in accordance with the purposes and intent of
this Agreement.
6. Entire
Agreement. This Agreement constitutes the entire agreement
between Marseilles and the Company with respect to the subject matter contained
herein. Upon the execution of this Agreement, the Parties agree that
each of the Share Purchase Agreement; the Note; the Pledge and Security
Agreement, dated as of January 1, 2010, by Marseilles in favor of the Company;
and the Registration Rights Agreement, dated as of February 18, 2010, by and
between the Company and Marseilles shall be terminated and of no further force
or effect.
7. Counterparts. This
Agreement may be executed in counterparts, each of which shall be an original,
but all of which together shall be deemed to be one and the same
instrument.
8. Governing
Law. This Agreement shall be governed in all respects by and
construed in accordance with the laws of the State of Florida, without regard to
conflict of law principles.
[Signature
Page Follows]
In Witness
Whereof, the
Parties hereto have executed this Share Repurchase Agreement as of the date set
forth below.
GEROVA
FINANCIAL GROUP, LTD
By:
/s/
Xxxx X.
Xxxxx
Name: Xxxx
X. Xxxxx
Title:
President
MARSEILLES
CAPITAL LLC
By:
/s/ Xxxxxxxx
Xxxxxx
Name: Xxxxxxxx
Xxxxxx
Title:
Manager and Member
/s/ Xxxxxxxx
Xxxxxx
XXXXXXXX
XXXXXX
