CONTINGENT SETTLEMENT & STANDSTILL AGREEMENTStandstill Agreement • July 8th, 2010 • Gca I Acquisition Corp • Wholesale-groceries & related products • New York
This CONTINGENT SETTLEMENT & STANDSTILL AGREEMENT, dated as of July 1, 2010 (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”), Robert A. Walker, the President, Chief Executive Officer, and a principal shareholder of the Company (the “Company Principal Stockholder”), Michael Membrado, the sole officer and director of each of Parent and Merger Sub, and one of the two record holders of Parent common stock as of the date hereof (“Membrado”), and Jennifer Lee, the other of the two record holders of Parent common stock as of the date hereof (“Lee”) (Parent, Merger Sub, Company, Company Principal Stockholder, Membrado and Lee may hereinafter be referred to individually as a “Party” or collectively as the “Parties”).
