REDEMPTION AGREEMENT
Exhibit
10.2
This
Agreement (the “Agreement”) is made as of the 29th
day of
May, 2008 by and between Vision Acquisition V, Inc. (the “Company”), a Delaware
corporation having its offices at c/o Vision Capital Advisors, LLC, 00 Xxxx
00xx
Xxxxxx,
0xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 and Vision Opportunity Master Fund Ltd. (the “Seller”)
with an address at c/o Citi Hedge Fund Services (Cayman) Limited, P.O. Box
1748,
Cayman Corporate Centre, 00 Xxxxxxxx Xxxx, 0xx
Xxxxx,
Xxxxx Xxxxxx XX0-0000, Cayman Islands.
W
I T
N E S S E T H:
WHEREAS,
the Seller is the owner of 5,000,000 shares of the Company’s common stock, par
value $0.0001 per share (“Common Stock”); and
WHEREAS,
the Seller desires to sell to the Company, and the Company desires to purchase
from the Seller, all 5,000,000 shares of Common Stock owned by the Seller (the
“Shares”), on and subject to the terms of this Agreement (the “Redemption”);
and
NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
contained, the Company and the Seller 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 Company, and the Company
shall purchase the Shares from the Seller for an aggregate purchase price (the
“Purchase Price”) equal to $100,000 for the purchase of all 5,000,000 Shares
held by the Seller.
2. Closing.
The
closing of the purchase and sale of the Shares (the “Closing”) shall be
consummated at such place and at such time as set forth in a prior written
notice from the Company to the Seller at least three (3) days prior to the
Closing, provided that the Closing shall occur on or before the date which
is
150 days after the date hereby (the “Latest Closing Date”). In the event that
the Closing is not consummated on or before the Latest Closing Date, this
Agreement, the Redemption and all rights and obligations of the parties
hereunder, unless otherwise mutually agreed by the parties, shall be terminated
and of no further force or effect. At the Closing, the Seller shall deliver
to
the Company certificates for the Shares, duly endorsed in form for transfer
to
the Company, which shall be canceled on the books and records of the Company
and
the Company shall pay the Purchase Price for the Shares.
3. Representations
of Seller.
(a) Seller
has all necessary power and authority to enter into and to perform its
obligations hereunder. This Agreement constitutes the valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms,
subject to: (i) laws of general application relating to bankruptcy, insolvency
and the relief of debtors; and (ii) rules of law governing specific performance,
injunctive relief and other equitable remedies.
(b) Seller
owns all right, title and interest in and to, and has the right to transfer
to
the Company, in connection with the Redemption provided for herein, all of
the
Shares being redeemed by the Company, pursuant to the terms of this Agreement,
free and clear of all liens, security interests, charges and other
encumbrances.
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(c) Seller
has had a reasonable opportunity to ask questions of and receive answers from
a
person or persons acting on behalf of the Company concerning the Redemption
of
the Shares and the business, financial condition, and results of operations
of
the Company, and all such questions have been answered to the full satisfaction
of the Seller.
(d) Seller
acknowledges and understands that the Company on or around the date of the
consummation of the Redemption may sell shares of Common Stock, or other
securities of the Company, to third parties at per-share, or effective
per-share, purchase prices that may be higher or lower than the per share
purchase price being paid hereunder by the Company for the Shares.
Notwithstanding any such sales, the Seller agrees to accept the Purchase Price
as full and fair payment for the Shares.
4. Representations
of Company
(a) The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware.
(b) The
Company has all necessary corporate power and authority to enter into and to
perform its obligations under this Agreement, and the execution, delivery and
performance by the Company of this Agreement have been duly authorized by all
necessary action on the part of the Company and its board of directors. This
Agreement constitutes the valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to: (i)
laws of general application relating to bankruptcy, insolvency and the relief
of
debtors; and (ii) rules of law governing specific performance, injunctive relief
and other equitable remedies.
5. 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 Delaware 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.
[Signature
Page Follows]]
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IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.
VISION
ACQUISITION V, INC.
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By: |
/s/ Antti
William Uusiheimala
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Name:
Antti William Uusiheimala
Title:
President
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VISION
OPPORTUNITY MASTER FUND, LTD.
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By: |
/s/ Xxxx
Xxxxxxxx
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Name:
Xxxx Xxxxxxxx
Title:
Director
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