STOCK REDEMPTION AGREEMENT
Stock
Redemption 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 stockholder of the
Company (the “Redeeming Stockholder”).
WHEREAS,
the Company desires to acquire from the Redeeming Stockholder 2,500,000 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
Redeeming Stockholder desires to redeem 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. Redemption
of Shares.
Subject
to the terms and conditions hereinafter set forth, the Company hereby agrees
to
acquire from the Redeeming Stockholder the Shares, at a price in cash equal
to$0.014516 per share, and the Redeeming Stockholder agrees to sell the Shares
to the Company for such price. The total price for which the Shares shall be
redeemed is thirty-six thousand two hundred and eighty-nine and 76/00
($36,289.76). The certificate reflecting the Shares will be surrendered and
delivered by the Redeeming Stockholder contemporaneously herewth or as soon
as
otherwise practicable.
2. Representations
By The Company.
The
Company hereby represents and warrants to the Redeeming Stockholder as of the
date hereof as follows:
(a) The
Company is a corporation duly organized, 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; and
(b) The
execution, delivery, and performance of this Subscription 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.
3. Miscellaneous.
3.1 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 Redeeming Stockholder at the same address.
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.
3.2 This
Stock Redemption Agreement shall not be changed, modified, or amended except
by
a writing signed by both the Company and the Redeeming Stockholder.
3.3 This
Stock Redemption 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 Redemption 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.
3.4 Notwithstanding
the place where this Stock Redemption 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
Redemption 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 Redemption
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 3.1 hereof
or such other address as may be furnished in writing to the other
hereinafter.
3.5 This
Stock Redemption Agreement may be executed in counterparts.
3.6 The
holding of any provision of this Stock Redemption Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Stock Redemption Agreement, which shall thereafter remain
in
full force and effect.
3.7 It
is
agreed that a waiver by either party of a breach of any provision of this Stock
Redemption Agreement shall not operate, or be construed, as a waiver of any
subsequent breach by that same party.
3.8 The
Redeeming Stockholder 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,intent of, and
any
legal requirements associated with, this Stock Redemption
Agreement.
3.9 The
Company agrees not to disclose the name, address, or any other information
about
the Redeeming Stockholder, except as may be required by law.
IN
WITNESS WHEREOF, the parties have executed this Stock Redemption Agreement
as of
the day and year first written above.
| Redemption Accepted: | |||
| Signature of Redeeming Stockholder: | |||
| GCA III ACQUISITION CORP. | |||
| - A Delaware Corporation - | |||
| /s/ Xxxxxxx X. Xxxxxxxx | /s/ Xxxxxxx X. Xxxxxxxx | ||
|
Xxxxxxx X. Xxxxxxxx |
|
||
| Name:
Xxxxxxx X.
Xxxxxxxx Title: President |
|||
| Date: November 7, 2007 |
