Vision Acquisition V, Inc. c/o Vision Capital Advisors, LLC New York, NY 10019
Exhibit
10.1
Vision
Acquisition V, Inc.
c/o
Vision Capital Advisors, LLC
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May
29,
2008
Mr.
Andreas Pörner
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Vision
Opportunity Master Fund, Ltd.
c/o
Citi
Hedge Fund Services (Cayman) Limited
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Cayman
Corporate Centre
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Cayman
Islands
Attention:
Re:
Acquisition
of Vision Acquisition V, Inc.
Dear:
The
following sets forth the terms pursuant to which Andreas Pörner (the
“Purchaser”) agrees to purchase, and Vision Acquisition V, Inc. (“Vision”)
agrees to issue to Purchaser, certain securities of Vision as set forth herein
(the “Securities”).
1. Purchase.
(a)
Subject to the terms and conditions contained herein, Purchaser agrees to
purchase from Vision and Vision agrees to sell to Purchaser, in consideration
for Purchaser’s payment of the Purchase Price (as such term is defined in
Section
2
hereafter), 5,000,000 shares of Vision’s authorized but unissued common stock,
par value $0.0001 (“Common Stock”).
(b)
The
closing of the transactions contemplated herein (the “Closing”) shall take place
at the offices of the Purchaser’s counsel (or such other place as shall be
mutually agreed to by the Purchaser and Vision) on the date set forth, in a
written notice delivered by the Purchaser to Vision (the “Closing Notice”),
which date shall not be less than ten (10) days after the date of the Closing
Notice (the “Closing Date”).
2. Purchase
Price.
The
aggregate purchase price payable by Purchaser to Vision for all of the
Securities purchased by it from Vision shall be $100,000 (the “Purchase Price”).
The Purchase Price shall be paid by wire transfer to Vision’s account, pursuant
to wire instructions provided by Vision to Purchaser at least two (2) business
days prior to the Closing Date.
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3. Deposit.
Purchaser shall deliver to Vision upon its execution of this Agreement a
non-refundable deposit of $5,000 to be applied to the Purchase Price at Closing.
In the event that Purchaser does not acquire the Securities as contemplated
under the terms of this Agreement for any reason other than Vision’s breach of
any of its obligations hereunder, Purchaser shall not be entitled to the refund
of any portion of its $5,000 deposit.
4. Change
in Securities to be Purchased by Purchaser.
The
Purchaser and Vision, upon their mutual consent, may at any time, not less
than
twenty (20) days prior to the Closing Date, amend the provisions of Section
1(a)
hereof
for the purpose of changing the type and/or number of Securities purchasable
by
the Purchaser hereunder; provided, however, that the aggregate Purchase Price
shall remain unchanged.
5. Representations
and Warranties of Vision and its Sole Stockholder.
Vision
and its sole stockholder, Vision Opportunity Master Fund, Ltd. (“VOMF”), hereby
jointly and severally make the following representations and warranties to
Purchaser effective as of the date hereof (unless otherwise specifically
provided herein) and as of the date of the Closing (“Closing Date”), where
applicable:
(a) Due
Incorporation; Power; Qualification.
Vision
is a corporation duly organized, validly existing and in good standing, and
no
certificate of dissolution has been filed under the laws of its jurisdiction
of
organization. Vision has the corporate power to own its properties and to carry
on its business as now being conducted and as proposed to be conducted and
is
duly qualified to do business and is in good standing in each jurisdiction
in
which the failure to be so qualified and in good standing would have a material
adverse effect on its business (a “Material Adverse Effect”). Vision is not in
violation of any of the provisions of its Certificate of Incorporation or
Bylaws.
(b) Capitalization.
The
authorized capital stock of Vision, as of the date hereof is, and immediately
prior to the Closing Date will, consist of 100,000,000 shares of common stock,
$0.0001
par
value per share, and 10,000,000 shares of preferred stock, $0.0001
par
value per share. The Securities to be issued pursuant to the provisions of
this
Agreement have been duly authorized by all necessary corporate action and,
when
issued in accordance with the terms hereof, shall be validly issued and
outstanding, and nonassessable. As of the date hereof, there are 5,000,000
shares of Common Stock issued and outstanding, which represent all of the
Company’s issued and outstanding securities and all of which are owned by VOMF.
(c) Authority.
Vision
has all requisite corporate power and authority to enter into this Agreement
and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Vision. This Agreement has been duly executed and delivered by Vision and
constitutes the valid and binding obligations of Vision enforceable against
Vision in accordance with its terms, except as enforceability may be limited
by
bankruptcy and other laws affecting the rights and remedies of creditors
generally and general principles of equity. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby
will not, conflict with, or result in any violation of, or default under (with
or without notice or lapse of time, or both), or give rise to a right of
termination, cancellation or acceleration of any obligation or loss of any
benefit under (i) any provision of the Certificate of Incorporation or Bylaws
of
Vision or (ii) to the knowledge of Vision, any material mortgage, indenture,
lease, contract or other agreement or instrument, permit, concession, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to Vision, except where such conflict, violation, default,
termination, cancellation or acceleration with respect to the foregoing
provisions of this clause (ii) could not have had and could not reasonably
be
expected to have a Material Adverse Effect on Vision.
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(d) SEC
Documents; Financial Statements.
On or
prior to the Closing Date, Vision will have made available to Purchaser, or
such
shall be available on the Securities and Exchange Commission’s (“SEC”) ▇▇▇▇▇
database, a true and complete copy of each statement, report, registration
statement (with the prospectus in the form filed pursuant to Rule 424(b) of
the
Securities Act of 1933, as amended (the “Securities Act”)), definitive proxy
statement, and other filings filed with the SEC by Vision prior to the Closing
Date (collectively, the “SEC Documents”). Vision is current in its reporting
requirements under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). As of their respective filing dates, the SEC Documents complied
in all material respects with the requirements of the Exchange Act and the
Securities Act, and none of the SEC Documents contained any untrue statement
of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements made therein, in light of the
circumstances in which they were made, not misleading, except to the extent
corrected by a subsequently filed SEC Document. The
financial statements of Vision, including the notes thereto, included in the
SEC
Documents (the “Financial
Statements”)
were
complete and correct in all material respects as of their respective dates,
complied as to form in all material respects with applicable accounting
requirements and with the published rules and regulations of the SEC with
respect thereto as of their respective dates, and have been prepared in
accordance with GAAP applied on a basis consistent throughout the periods
indicated and consistent with each other (except as may be indicated in the
notes thereto or, in the case of unaudited statements included in Quarterly
Reports on Form 10-Q, as permitted by Form 10-Q of the SEC). The Financial
Statements fairly present the financial condition and operating results of
Vision at the dates and during the periods indicated therein (subject, in the
case of unaudited statements, to normal, recurring year-end
adjustments).
(e) No
Undisclosed Liabilities.
On the
Closing Date Vision will have no obligations or liabilities of any nature
(matured or unmatured, fixed or contingent).
(f) Litigation.
There
is no private or governmental action, suit, proceeding, claim, arbitration,
audit or investigation pending before any agency, court or tribunal, foreign
or
domestic, or, to the knowledge of Vision, threatened against Vision or any
of
its properties or any of its officers or directors (in their capacities as
such)
that, individually or in the aggregate, could reasonably be expected to have
a
Material Adverse Effect on Vision. There is no injunction, judgment, decree,
order or regulatory restriction imposed upon Vision or any of its assets or
business, or, to the knowledge of Vision, any of its directors or officers
(in
their capacities as such), that would prevent, enjoin, alter or materially
delay
any of the transactions contemplated by this Agreement, or that could reasonably
be expected to have a Material Adverse Effect on Vision.
(g) Compliance
With Laws.
Vision
has complied with, is not in violation of, and has not received any notices
of
violation with respect to, any federal, state, local or foreign statute, law
or
regulation with respect to the conduct of its business, or the ownership or
operation of its business, except for such violations or failures to comply
as
would not be reasonably expected to have a Material Adverse Effect on
Vision.
(h) Broker’s
and Finders’ Fees.
Vision
has not incurred, nor will it incur, directly or indirectly, any liability
for
brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or
any similar charges in connection with this Agreement or any transaction
contemplated hereby.
3
6. Representations
and Warranties of Purchaser.
Purchaser makes the following representations and warranties to Vision effective
as of the date hereof (unless otherwise specifically provided herein) and as
of
the Closing Date, where applicable:
(a) Due
Incorporation; Power.
Purchaser is a corporation duly organized, validly existing and in good
standing, and no certificate of dissolution has been filed under the laws of
its
jurisdiction of organization. Purchaser has the corporate power to own its
properties and to carry on its business as now being conducted. Purchaser is
not
in violation of any of the provisions of its Certificate of Incorporation or
Bylaws.
(b) Authority.
Purchaser has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Purchaser. This Agreement has been duly executed and delivered
by
Purchaser and constitutes the valid and binding obligations of Purchaser
enforceable against Purchaser in accordance with its terms, except as
enforceability may be limited by bankruptcy and other laws affecting the rights
and remedies of creditors generally and general principles of equity. The
execution and delivery of this Agreement does not, and the consummation of
the
transactions contemplated hereby will not, conflict with, or result in any
violation of, or default under (with or without notice or lapse of time, or
both), or give rise to a right of termination, cancellation or acceleration
of
any obligation or loss of any benefit under (i) any provision of the Certificate
of Incorporation or Bylaws of Purchaser or (ii) to the knowledge of Purchaser,
any material mortgage, indenture, lease, contract or other agreement or
instrument, permit, concession, franchise, license, judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to Purchaser, except
where such conflict, violation, default, termination, cancellation or
acceleration with respect to the foregoing provisions of this clause (ii) could
not have had and could not reasonably be expected to have a Material Adverse
Effect on Purchaser.
(c) Broker’s
and Finders’ Fees.
Purchaser has not incurred, nor will it incur, directly or indirectly, any
liability for brokerage or finders’ fees or agents’ commissions or investment
bankers’ fees or any similar charges in connection with this Agreement or any
transaction contemplated hereby.
7. Covenants
and Additional Agreements.
Vision
and Purchaser each hereby each agree and covenant as follows:
(a) Expiration
of Purchaser’s Right to Purchase the Securities.
Unless
extended by the mutual written agreement of Vision and Purchaser, Purchaser’s
right to purchase the Securities pursuant to the provisions of this Agreement
shall expire and be of no further force or effect at 5:00 p.m. New York time
on
the date that is one hundred fifty (150) days after the date hereof (the
“Expiration Date”). Notwithstanding the foregoing, the Purchaser’s right to
purchase the Securities will not expire in the event that (i) Purchaser delivers
the Closing Notice to Vision, as set forth in Section
1(b)
hereof,
on or prior to the Expiration Date and (ii) the Closing is consummated within
ten (10) days thereafter.
(b) Restrictions
on Issuances and Redemptions of Vision’s Securities.
From
the
date of this Agreement until the earlier of the date of (i) termination of
this
Agreement as provided below, (ii) the Closing or (iii) the Expiration Date,
Vision shall not, without the prior written consent of Purchaser, (A) issue
any
equity or debt securities or options, warrants or other rights to purchase
any
of such securities or (B) redeem any of its securities, except with respect
to
the redemption of VOMF’s shares of Common Stock, as set forth in the Redemption
Agreement between Vision and VOMF dated as of May 29, 2008 (a copy of which
is
annexed hereto as Exhibit
A).
4
(c) Satisfaction
of Indebtedness, Liabilities and Obligations.
Notwithstanding any other provision of this Agreement including, without
limitation, Vision’s representations and warranties set forth in Section
5
hereof,
Vision shall have satisfied and paid all of its outstanding liabilities and
obligations, and repaid all of its outstanding indebtedness, on or before the
Closing Date.
(d) Exclusive
Dealing.
From
the
date of this Agreement until the earlier of the date of (i) termination of
this
Agreement as provided below, (ii) the Closing or (iii) the Expiration Date,
neither Vision, nor any of its officers, employees, directors, managers,
stockholders, other securities holders, advisors, representatives or affiliates
shall directly or indirectly solicit, initiate, entertain or accept any
inquiries or proposals from, discuss or negotiate with, provide any non-public
information to, or consider the merits of any unsolicited inquiries or proposals
from, any person or entity relating to any transaction involving the sale of
Vision’s assets, any of its securities, or any merger, consolidation, business
combination, or similar transaction with Vision other than as contemplated
by
this Agreement. Purchaser may pursue any and all remedies at law or in equity
in
the event of a breach of this provision by Vision, including an action for
specific performance without the posting of any bond.
(e) Confidentiality.
Each
party hereby agrees to maintain the confidentiality of all Confidential
Information (defined below) provided to it by the other party and to return
any
materials and other information containing Confidential Information of the
other
party in the event that the Closing is not consummated. For the purposes hereof,
“Confidential Information” shall mean any and all proprietary information and
documents provided by the disclosing party to the receiving party, either
directly or indirectly, in writing, electronically, orally, by inspection of
tangible objects, or otherwise unless such information has been explicitly
designated by the disclosing party as not Confidential Information. Confidential
Information shall not include information that (i) at the time of use or
disclosure by the receiving party is in the public domain through no fault
of,
action or failure to act by the receiving party; (ii) becomes known to the
receiving party from a third-party source on a non-confidential basis whom
the
receiving party does not know to be subject to any obligation of confidentiality
to the disclosing party; (iii) was known by the receiving party prior to
disclosure of such information by the disclosing party to the receiving party;
or (iv) was independently developed by the receiving party, or on the receiving
party’s behalf, without any use of Confidential Information. Notwithstanding the
foregoing, in the event that disclosure of Confidential Information by a
receiving party is made to comply with any request or inquiry of or by any
governmental or regulatory authority (any of the foregoing, a “Governmental
Requirement”), it is agreed that prior to any such disclosure of such
Confidential Information, the receiving party will, unless such action would
violate or conflict with applicable law, provide the disclosing party with
prompt notice of such Governmental Requirement and the Confidential Information
so required to be disclosed, so that the disclosing party may seek an
appropriate protective order and/or waive compliance with the provisions of
this
Agreement. It is further agreed that if, in the absence of a protective order
or
in the absence of receipt of a waiver hereunder, the receiving party is
nonetheless, in the opinion of the receiving party’s counsel, compelled by
Governmental Requirement to disclose any of such Confidential Information,
the
receiving party, after notice to the disclosing party (unless such notice would
violate or conflict with applicable law), may so disclose such Confidential
Information as required pursuant to Governmental Requirement without liability
hereunder; provided,
however,
the
receiving party will furnish only that portion of the Confidential Information
which the receiving party, in the opinion of the receiving party’s counsel, is
legally compelled to disclose pursuant to the Governmental Requirement and
will
exercise reasonable efforts to cooperate with the disclosing party, at the
disclosing party’s expense, with the disclosing party’s efforts to obtain an
order or other reliable assurance that confidential treatment will be accorded
to the disclosed Confidential Information.
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(f) Public
Disclosure; Current Report on Form 8-K.
Unless
otherwise permitted by this Agreement, Vision and Purchaser shall consult with
each other before issuing any press release or otherwise making any public
statement or making any other public (or non-confidential) disclosure (whether
or not in response to an inquiry) regarding the terms of this Agreement and
the
transactions contemplated hereby, and neither shall issue any such press release
or make any such statement or disclosure without the prior approval of the
other
(which approval shall not be unreasonably withheld), except as may be required
by law including, without limitation, the filing of any required SEC Documents.
In furtherance thereof, the parties hereby acknowledge and agree that Vision
is
required to file a Current Report on Form 8-K within four (4) business days
after the execution of this Agreement by both of them.
(g) Resignation
of Directors and Officers and Appointment of New Director.
On the
Closing Date, Vision shall deliver to Purchaser the resignations of all of
Vision’s officers and directors; provided,
however,
that
immediately prior to the resignation of all of the members of Vision’s board of
directors, the board shall appoint one director chosen by Purchaser to serve
on
the board of directors after all of Vision’s directors have
resigned.
(h) SEC
Filings.
Vision
shall cooperate with the Purchaser in (i) the preparation, filing and mailing
of
a Schedule 14F-1 Information Statement to Vision’s stockholders, at least ten
(10) days prior to the Closing Date, to report a change in the majority of
the
directors serving on Vision’s Board of Directors after the Closing and (ii) the
preparation and filing of a Current Report on Form 8-K, not later than four
(4)
business days after the Closing Date, to report a change in control of
Vision.
8. Closing
Deliverables.
(a) The
following shall be delivered by Vision to the Purchaser at the Closing, the
delivery of which shall be a condition precedent to Purchaser’s purchase of the
Securities, unless the Purchaser waives Vision’s obligation with respect to any
such deliverable:
(i) a
certificate for the Securities with applicable transfer restriction
legends;
(ii) a
certificate from the President of Vision confirming (A) the continuing accuracy
of all of Vision’s representations and warranties set forth in Section
5
hereof
and (B) Vision’s compliance with all of its obligations under this
Agreement;
(iii) a
certificate from the President of VOMF confirming the continuing accuracy of
all
of VOMF’s representations and warranties set forth in Section
5
hereof;
(iv) a
certificate from the Secretary of Vision: (i) certifying the Certificate of
Incorporation of Vision; (ii) certifying the Bylaws of Vision; (iii) certifying
the resolutions of the board of directors of Vision authorizing the transactions
contemplated under this Agreement; and (iv) attesting to the incumbency of
the
officers and directors of Vision;
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(v) the
resignations of Vision’s directors and officers as provided in Section
7(g)
hereof;
(vi) a
legal
opinion from Vision’s attorneys in a form reasonably acceptable to Purchaser and
its attorneys; and
(vii) such
other documents or instruments as Purchaser and its attorneys may reasonably
request to effect the transactions contemplated hereby.
(b) The
following shall be delivered by Purchaser to Vision at the Closing, the delivery
of which shall be a condition precedent to Vision’s sale of the Securities,
unless Vision waives the Purchaser’s obligation with respect to any such
deliverable:
(i) the
remaining $95,000 of the Purchase Price due and payable by wire transfer to
Vision’s account;
(ii) a
certificate from the President of Purchaser confirming (A) the continuing
accuracy of all of Purchaser’s representations and warranties set forth in
Section
6
hereof
and (B) Purchaser’s compliance with all of its obligations under this
Agreement;
(iii) a
certificate from the Secretary of Purchaser: (i) certifying the Certificate
of
Incorporation of Purchaser; (ii) certifying the Bylaws of Purchaser; (iii)
certifying the resolutions of the board of directors of Purchaser authorizing
the transactions contemplated under this Agreement; and (iv) attesting to the
incumbency of the officers and directors of Purchaser; and
(iv) such
other documents or instruments as Vision and its attorneys may reasonably
request to effect the transactions contemplated hereby.
9. General
Provisions.
(a) Termination.
If the
event that the Closing has not been consummated prior thereto, this Agreement
shall terminate and the parties, except as otherwise provided in this Agreement,
shall have no further rights or obligations hereunder upon the first to occur
of
any of the following events: (i) Purchaser shall provide Vision with written
notice of its election to terminate this Agreement; (ii) at the election of
either party, if the other party has (A) breached any of its representations,
warranties or covenants contained herein or (B) failed to perform any of its
material obligations hereunder and has not cured such breach or failure within
twenty (20) days after written notice by the other party thereof; or (iii)
the
Expiration Date. Notwithstanding the foregoing, if this Agreement is terminated
by either party for any reason set forth in clause (ii) immediately preceding,
the non-breaching party, in addition to the right to terminate this Agreement,
shall be entitled to all remedies available to it at law or in equity including,
without limitation, Purchaser’s right to specific performance provided in
Section
7(d)
hereof,
and in the event of Vision’s breach, Vision shall refund the $5,000 deposit to
the Purchaser. The parties hereby specifically acknowledge and agree that
Purchaser’s termination of this Agreement, for any reason and/or or its failure
to purchase the Securities, for any reason, shall not be deemed a breach by
the
Purchaser, and Vision’s sole right shall be to retain the $5,000 deposit
provided hereunder.
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(b)
Survival.
The
representations, warranties and agreements set forth in this Agreement shall
survive the Closing for a period of one (1) year.
(c) Notices.
All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally or by commercial delivery service, or
mailed by registered or certified mail (return receipt requested) or sent via
facsimile (with confirmation of receipt) to each party at their addresses set
forth at the beginning of this Agreement (or at such other address for a party
as shall be specified by like notice).
(d) Counterparts;
Signatures.
This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute one and the same
Agreement. Delivery by fax or electronic image of an executed counterpart of
a
signature page to the Agreement shall be effective as delivery of an original
executed counterpart of this Agreement.
(e) Severability.
In
the
event that any one or more of the provisions of this Agreement shall be held
invalid, illegal or unenforceable in any respect, or the validity, legality
and
enforceability of any one or more of the provisions contained herein shall
be
held to be excessively broad as to duration, activity or subject, such provision
shall be construed by limiting and reducing such provision so as to be
enforceable to the maximum extent compatible with applicable law.
(f) Entire
Agreement; Assignment; Parties in Interest.
This
Agreement and the documents and instruments and other agreements specifically
referred to herein or delivered pursuant hereto: (i) constitute the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof; (ii) are not intended
to
confer upon any other person any rights or remedies hereunder, except as
specifically provided in this Agreement; and (iii) shall not be assigned by
operation of law or otherwise except as otherwise specifically provided. No
representations, warranties, inducements, promises or agreements, oral or
written, by or among the parties not contained herein shall be of any force
of
effect. Vision may not assign this Agreement and its rights and obligations
hereunder without the explicit prior written consent of the Purchaser, which
may
be withheld for any reason or no reason. Notwithstanding the foregoing,
Purchaser may assign this Agreement and its rights and obligations hereunder
upon written notice to Vision.
(g) Governing
Law; Jurisdiction.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York, without regard to the laws that might otherwise govern under
applicable principles of conflicts of law. Each of the parties hereto
irrevocably consents to the exclusive jurisdiction of the federal court for
the
Southern District of New York and the New York State Supreme Court located
in
New York County, New York, in connection with any matter based upon or arising
out of this Agreement or the matters contemplated herein, and also agrees that
process may be served upon them in any manner authorized by the laws of the
State of New York for such persons and waives and covenants not to assert or
plead any objection which they might otherwise have to such jurisdiction and
such process.
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Please
execute this Agreement below to acknowledge your agreement with the terms and
conditions contained herein and return to the undersigned with a check in the
amount of $5,000 made payable to Vision Acquisition V, Inc. in payment of the
non-refundable deposit described in Section
3
hereof.
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Very
truly yours,
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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ACCEPTED AND AGREED TO:
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/s/
Andreas Pörner
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Andreas
Pörner
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AGREED
TO
SOLELY WITH RESPECT TO SECTIONS 5, 7 AND 9 HEREOF:
Vision
Opportunity Master Fund, Ltd.
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name:
▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title:
Director
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EXHIBIT
1
REDEMPTION
AGREEMENT
(See
Exhibit 10.2 to the Form 8-K)
10