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Exhibit 10.2
REDEMPTION AGREEMENT
This
Agreement (the “Agreement”) is made as of the
29
th 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, 20 West 55
th Street,
5
th Floor,
New York, New York 10019 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,
27 Hospital Road, 5
th Floor,
Grand Cayman KY1-1109, 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 pe
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