Unassociated Document


    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
      115 East 57th
      Street,
      New York, NY 10022 (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 Richard K. Wulff, Chief of the Office of Small Business Policy
      of
      the U.S. Securities and Exchange Commision’s Division of Corporation Finance to
      Ken 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
      144
      THEREUNDER IN ACCORDANCE WITH THE LETTER FROM RICHARD K. WULFF, CHIEF OF THE
      OFFICE OF SMALL BUSINESS POLICY OF THE U.S. SECURITIES AND EXCHANGE COMMISION’S
      DIVISION OF CORPORATION FINANCE TO KEN 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) Michael
      M. Membrado 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) Peder
      K.
      Davisson is appointed, effective immediately following the effectiveness of
      Mr.
      Membrado’s 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) Peder
      K.
      Davisson 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) Michael
      M. Membrado is resigning, effective immediately following the effectiveness
      of
      Mr. Davisson’s 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 115 East 57th
      Street,
      New York, NY 10022, 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/ Peder
              K.
              Davisson	 	 	/s/ Michael
              M. Membrado 
	
              

            	 	 	
              

            
	Name:
              Peder K.
              Davisson
Title: President	 	 	Name:
              Michael M.
              Membrado
Title: President 


    

    Address
      (Principal Place of Business):    

    3649
      Brunswick Avenue North

    Minneapolis,
      MN 55422      

        

    Employer
      ID Number of Purchaser: 32-0218988

    


    
      
        
        

      

      
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