STOCK PURCHASE AGREEMENT
Stock
Purchase Agreement, made this 7th day of November, 2007, between GCA III
Acquisition Corp., a Delaware corporation, with its principal offices located
at
000 Xxxx 00xx
Xxxxxx,
Xxx Xxxx, XX 00000 (the “Company”), and the undersigned (the
“Purchaser”).
WHEREAS,
the Company desires to issue to Purchaser 5,000,000 shares (the “Shares”) of the
common stock of the Company, par value $.0001 per share (the “Common Stock”) on
the terms and conditions hereinafter set forth, and the Purchaser desires to
acquire the Shares;
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties do hereby agree as follows:
1.Subscription/Purchase
of Shares.
Subject
to the terms and conditions hereinafter set forth, the Purchaser hereby
subscribes for and agrees to purchase from the Company the Shares, at a price
in
cash equal to $0.02 per share, and the Company agrees to sell and issue the
Shares to the Purchaser for such purchase price. The certificates for the
Shares
will be delivered by the Company within a reasonable period following acceptance
of this Stock Purchase Agreement by the Company. If this subscription is
rejected for any reason by the Company, the Purchaser will be promptly notified.
2.Acknowledgements,
Representations and Covenants of Purchaser.
2.1 The
Purchaser recognizes that the purchase of the Shares involves a high degree
of
risk in that (i) the Company is highly speculative; (ii) it may not be able
to
liquidate his investment; and (iii) transferability of the Shares is extremely
limited. The Purchaser acknowledges, moreover, that it’s managing
representatives have read and fully understand the Company’s most recent annual
and quarterly filings on Forms 10-KSB and 10-QSB, respectively.
2.2 The
Purchaser understands that the Shares have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”) by reason of a claimed
exemption under the provisions of the Securities Act which depends, in part,
upon its investment intention. In this connection, the Purchaser understands
that it is the position of the SEC that the statutory basis for such exemption
would not be present if its representation merely meant that its present
intention was to hold such securities for a short period, such as the capital
gains period under any tax statutes, for a deferred sale, for a market rise,
assuming that a market is maintained, or for any other fixed period. The
Purchaser realizes that, in the view of the SEC, a purchase now with an intent
to resell would represent a purchase with an intent inconsistent with his
representation to the Company, and the SEC might regard such a sale or
disposition as a deferred sale to which such exemptions are not
available.
2.3 The
Purchaser acknowledges that this private placement of securities has not been
reviewed by the SEC because of the Company’s representations that it is intended
to be a non-public offering made pursuant to exemption from the registration
requirements of the Securities Act, including those under Section 4(2) thereof
and/or Regulation D promulgated thereunder. The Purchaser acknowledges that
the
Shares have not been registered under the Securities Act, or the securities
laws
of any state, that the Shares are being purchased for investment purposes and
not with a view to distribution or resale, nor with the intention of selling,
transferring or otherwise disposing of all or any part of the Shares for any
particular price, or at any particular time, or upon the happening of any
particular event or circumstances, except selling, transferring or disposing
of
said Shares in full compliance with all applicable provisions of the Securities
Act, the Rules and Regulations promulgated by the SEC thereunder or in
connection therewith, and applicable state securities laws. The Purchaser
further acknowledges that the Shares must be held indefinitely unless
subsequently registered under the Securities Act, or an exemption from such
registration is available, and an opinion of counsel is furnished stating that
registration is not required under the Securities Act or such state securities
laws.
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2.4 The
Purchaser understands that there is currently no market, public or non-public,
for the Shares. The Purchaser understands that the Shares are prohibited from
being sold pursuant to the exemptions provided by section 4(1) of the Securities
Act or Rule 144 promulgated under the Securities Act in accordance with the
letter from Xxxxxxx X. Xxxxx, Chief of the Office of Small Business Policy
of
the U.S. Securities and Exchange Commision’s Division of Corporation Finance to
Xxx Worm of NASD Regulation, Inc., dated January 21, 2000. The Purchaser
understands and hereby acknowledges that the Company is under no obligation
to
register the Shares under the Securities Act or any in any state. The Purchaser
consents that the Company may, if it determines appropriate in its discretion,
permit the transfer of any of the Shares out of its name only when a request
for
transfer is accompanied by an opinion of counsel to the Company that neither
the
sale nor the proposed transfer results in a violation of the Securities Act
or
of the applicable securities laws of any state or other jurisdiction.
2.5 The
Purchaser acknowledges that the certificates to be issued representing the
Shares may bear a legend containing the following or similar words:
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY OTHER SECURITIES LAWS.
THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW
TO DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE
DISPOSED OF, OR OFFERED FOR TRANSFER, SALE OR OTHER DISPOSITION IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT, AND
ANY OTHER APPLICABLE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS.
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE FURTHER PROHIBITED FROM BEING
SOLD PURSUANT TO THE EXEMPTIONS PROVIDED BY SECTION 4(1) OF THE ACT OR RULE
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THEREUNDER IN ACCORDANCE WITH THE LETTER FROM XXXXXXX X. XXXXX, CHIEF OF THE
OFFICE OF SMALL BUSINESS POLICY OF THE U.S. SECURITIES AND EXCHANGE COMMISION’S
DIVISION OF CORPORATION FINANCE TO XXX WORM OF NASD REGULATION, INC., DATED
JANUARY 21, 2000.”
2.6 The
Purchaser hereby represents that it is an “accredited investor” within the
meaning of Regulation D Rule 501 (a) under the Securities Act insofar as it
is
an entity in which all of the equity owners are accredited investors, and that
it has submitted to the Company investor questionnaires for each of such equity
owners together, and in connection, herewith.
2.7 The
Purchaser hereby agrees to indemnify and hold harmless the Company, and each
of
its officers, directors, agents and attorneys against any and all losses,
claims, demands, liabilities and expenses (including reasonable legal or other
expenses as such are incurred) incurred by each such person in connection with
defending or investigating any claims or liabilities, whether or not resulting
in any liability to such person to which any such indemnified party may become
subject under the Securities Act, under any other statute, at common law or
otherwise, insofar as such losses, claims, demands, liabilities and expenses
(a)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in this Stock Purchase Agreement, or (b) arise
out
of or are based upon any breach of any representation, warranty or agreement
contained herein.
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2.8 The
Purchaser hereby represents that the address furnished at the end of this Stock
Purchase Agreement is the address of Purchaser’s principal place of
business.
2.9 The
Purchaser hereby represents that it has satisfied itself as to the full
observance of the laws of its jurisdiction in connection with any invitation
to
subscribe for the Shares or any use of this agreement, including (i) the legal
requirements within its jurisdiction for the purchase of the Shares, (ii) any
governmental or other consents that may need to be obtained, and (iii) the
income tax and other tax consequences, if any, that may be relevant to the
purchase, holding, redemption, sale, or transfer of the Shares. Such Purchaser’s
subscription and payment for, and its continued beneficial ownership of any
of
the Shares shall not violate any applicable securities or other laws of the
Purchaser’s jurisdiction.
3.Representations
By The Company.
The
Company hereby represents and warrants to the Purchaser as of the date hereof
as
follows:
(a) The
Company is a corporation duly organized and existing, and in good standing
under
the laws of the State of Delaware, and has the power to conduct the business
which it conducts and proposes to conduct.
(b) The
Common Stock is registered under Section 12(b) of the Securities Exchange Act
of
1934, as amended (the “Exchange Act”), and, as such, the Company is required to
file periodical and other reports under Section 13 of the Exchange
Act.
(c) As
of the
date hereof, the Company has no liabilities other than (i) long-term debt in
the
amount of twenty-four thousand eight hundred and fifty-seven and 17/100 dollars
($24,857.17), (ii) current trade accounts payable in the amount of three
thousand three hundred sixty nine and 00/100 dollars ($3,369.00), and (iii)
an
obligation payable in the aggregate amount of seventy-one thousand seven hundred
and seventy-three and 83/100 dollars ($72,579.52) to two common stockholders
redeeming as of the date hereof and contemporaneously herewith.
(d) The
execution, delivery, and performance of this Stock Purchase Agreement by the
Company shall have been duly approved by the board of directors of the Company,
and all other actions required to authorize and effect the offer and sale of
the
Shares shall have been duly taken and approved.
(e) Upon
issuance, the Shares will be duly authorized, fully paid and
non-assessable.
4.Use
of
Proceeds.
Upon
receipt by the Company, the proceeds obtained by the Company in connection
with
the sale of securities contemplated by this Stock Purchase Agreement shall
immediately be applied as required to retire any and all existing indebtedness,
payables and/or other accrued financial obligations of the Company all of
which
are specifically set forth in Section 3(c) of this Stock Purchase Agreement.
5.Change
of Certain Management.
It is
hereby acknowledged by the Company and Purchaser that, in connection with
the
issuance of the Shares contemplated hereby, and contemporaneously herewith:
(a) Xxxxxxx
X. Xxxxxxxx is resigning, effective immediately following satisfaction of the
obligations of the Company set forth in Section 4 of this Stock Purchase
Agreement and the subsequent closing of the Company’s existing bank account at
Chase Bank, from his executive positions as President, Chief Executive Officer,
Chief Financial Officer, Secretary and Treasurer;
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(b) Xxxxx
X.
Xxxxxxxx is appointed, effective immediately following the effectiveness of
Xx.
Xxxxxxxx’x resignations as set forth in subsection (a) above from his positions
as President, Chief Executive Officer, Chief Financial Officer, Secretary and
Treasurer, to the executive positions of President, Chief Executive Officer,
Chief Financial Officer, Secretary and Treasurer;
(c) Xxxxx
X.
Xxxxxxxx is appointed to fill a vacant seat on the board of directors of the
Company, effective immediately following expiration of the 10 day statutory
notice period required in accordance with the rules promulgated under Section
14f of the Exchange Act following filing/mailing to Company shareholders of
an
appropriately prepared information statement on Schedule 14f; and
(d) Xxxxxxx
X. Xxxxxxxx is resigning, effective immediately following the effectiveness
of
Xx. Xxxxxxxx’x appointment to the board of directors, his position as director
of the Company.
6.Miscellaneous.
6.1 Any
notice or other communication given hereunder shall be deemed sufficient if
in
writing and sent by registered or certified mail, return receipt requested,
addressed to the Company at 000 Xxxx 00xx
Xxxxxx,
Xxx Xxxx, XX 00000, and to the Purchaser at its address indicated on the last
page of this Stock Purchase Agreement. Notices shall be deemed to have been
given on the date of mailing, except notices of change of address, which shall
be deemed to have been given when received.
6.2 This
Stock Purchase Agreement shall not be changed, modified, or amended except
by a
writing signed by both the Company and the Purchaser.
6.3 This
Stock Purchase Agreement shall be binding upon and inure to the benefit of
the
parties hereto and to their respective heirs, legal representatives, successors,
and/or assigns. This Stock Purchase Agreement sets forth the entire agreement
and understanding between the parties as to the subject matter hereof and
supersedes all prior discussions, agreements, and understandings of any and
every nature between them.
6.4 Notwithstanding
the place where this Stock Purchase Agreement may be executed by either party,
it is agreed that all the terms and provisions hereof shall be construed in
accordance with and governed by the laws of the State of New York without regard
to principles of conflicts of laws. The parties hereby agree that any dispute
that may arise between them arising out of or in connection with this Stock
Purchase Agreement shall be adjudicated before a court located in the County
of
New York, NY and they hereby submit to the exclusive jurisdiction of the courts
of the State of New York located in New York, NY, and of the federal courts
having jurisdiction in such district with respect to any action or legal
proceeding commenced by either party, and irrevocably waive any objection they
now or hereafter may have respecting the venue of any such action or proceeding
brought in such a court or respecting the fact that such court is an
inconvenient forum, relating to or arising out of this Stock Purchase Agreement
or any acts or omissions relating to the sale of the securities hereunder,
and
consent to the service of process in any such action or legal proceeding by
means of registered or certified mail, return receipt requested, in care of
the
address set forth or otherwise referenced in Section 6.1 hereof or such other
address as may be furnished in writing to the other hereinafter.
6.5 This
Stock Purchase Agreement may be executed in counterparts. Upon the execution
and
delivery of this Stock Purchase Agreement by the Purchaser, this Stock Purchase
Agreement shall become a binding obligation of the Purchaser, but shall only
be
binding upon the Company if and when executed by the Company.
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6.6 The
holding of any provision of this Stock Purchase Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Stock Purchase Agreement, which shall thereafter remain in
full force and effect.
6.7 It
is
agreed that a waiver by either party of a breach of any provision of this Stock
Purchase Agreement shall not operate, or be construed, as a waiver of any
subsequent breach by that same party.
6.8 The
Purchaser agrees to execute and deliver all such further documents, agreements,
and instruments, and take such other and further action, as may be reasonably
requested by the Company to carry out the purposes and intent of, and any legal
requirements associated with, this Stock Purchase Agreement.
6.9 The
Company agrees not to disclose the names, addresses, or any other information
about the Purchaser, except as may be required by law, advised by counsel,
or as
otherwise reasonably necessary to conduct its business.
IN
WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement as
of
the day and year first written above.
| KINGS CROSS CAPITAL, LLC | GCA III ACQUISITION CORP. | ||
| - A Minnesota limited liability company - | - A Delaware Corporation - | ||
| /s/ Xxxxx X. Xxxxxxxx | /s/ Xxxxxxx X. Xxxxxxxx | ||
|
|
|
||
| Name:
Xxxxx X.
Xxxxxxxx Title: President |
Name:
Xxxxxxx X.
Xxxxxxxx Title: President |
Address
(Principal Place of Business):
0000
Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx,
XX 00000
Employer
ID Number of Purchaser: 00-0000000
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