Unassociated Document


    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 57th
      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 57th
      Street,
      New York, NY 10022, and to the Redeeming Stockholder at 329 East 12th
      Street,
      #17, New York, NY 10003. 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/ Jennifer
              L. Lee	 	 	/s/ Michael
              M. Membrado
	
              
Jennifer
              L. Lee	 	 	
              
Name:
              Michael M. Membrado
Title: President 
	 	 	 	 
	 	 	 	Date: November 7,
              2007