Exhibit
      10.1

    


    Vision
      Acquisition V, Inc.

    c/o
      Vision Capital Advisors, LLC

    20
      West 55th
      Street, 5th
      Floor

    New
      York, NY 10019

    


    May
      29,
      2008

    


    Mr.
      Andreas Pörner

    Hamburgerstrasse
      9

    1050
      Vienna

    Austria
      

    


    Vision
      Opportunity Master Fund, Ltd.

    c/o
      Citi
      Hedge Fund Services (Cayman) Limited

    P.O.
      Box
      1748

    Cayman
      Corporate Centre

    27
      Hospital Road, 5th
      Floor

    Grand
      Cayman KY1-1109

    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”) EDGAR
      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.

     

    
      
        
        

      

      
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    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).
      

     

    
      
        
        

      

      
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    (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.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    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.

     

    
      	 	 	 
	 	
              Very
                truly yours,

               

              Vision
                Acquisition V, Inc.

            
	 
 	 
 	 
 
	 	By:  	/s/ Antti
              William Uusiheimala
	 	
              
                

              

            
	 	
              Name:
                Antti
                William Uusiheimala

              Title:
President

            


    

    
ACCEPTED
      AND AGREED TO:

    
 

    
      
        	
                /s/
                  Andreas Pörner

              	 
	
                Andreas
                  Pörner

              


      

    

    


    AGREED
      TO
      SOLELY WITH RESPECT TO SECTIONS 5, 7 AND 9 HEREOF:

    


    Vision
      Opportunity Master Fund, Ltd.

    

      
        	
                By:

              	
                 
                  /s/ Adam Benowitz

              	 
	 	
                Name:
                  Adam Benowitz

              	 
	 	
                Title:
                  Director

              	 


      

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    EXHIBIT
      1

    


    REDEMPTION
      AGREEMENT

    


    (See
      Exhibit 10.2 to the Form 8-K)

     

    
      
        
        

      

      
        10