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 115 East 57
th Street,
New York, NY 10022 (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
115 East 57
th Street,
New York, NY 10022, 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
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