0001144204-08-036458 Sample Contracts

VOTING AGREEMENT

Voting Agreement • June 24th, 2008 • Gca I Acquisition Corp • Blank checks • Delaware

• Contract Type
  Voting Agreement
• Filed
  June 24th, 2008
• Company
  Gca I Acquisition Corp
• Industry
  Blank checks
• Jurisdiction
  Delaware

This Voting Agreement (this “Agreement”) is made as of May 7, 2008, by and among GCA I Acquisition Corp., a Delaware corporation (“Parent”) and Robert A. Walker, a principal stockholder of Bixby Energy Systems, Inc., a Delaware corporation (the “Company”)(the “Company Principal Stockholder”).

AGREEMENT AND PLAN OF MERGER

Merger Agreement • June 24th, 2008 • Gca I Acquisition Corp • Blank checks • New York

• Contract Type
  Merger Agreement
• Filed
  June 24th, 2008
• Company
  Gca I Acquisition Corp
• Industry
  Blank checks
• Jurisdiction
  New York

This AGREEMENT AND PLAN OF MERGER, dated as of May 7, 2008 (this “Agreement”), among GCA I Acquisition Corp., a Delaware corporation (“Parent”), Bixby Energy Acquisition Corp., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), Bixby Energy Systems, Inc., a Delaware corporation (the “Company”) and Robert A. Walker, the President, Chief Executive Officer, and a principal shareholder of the Company (the “Company Principal Stockholder”) (Parent, Merger Sub, Company, and the Company Principal Stockholder may hereinafter be referred to individually as a “Party” or collectively as the “Parties”).