AMENDED & RESTATED VOTING AGREEMENTVoting Agreement • January 11th, 2010 • Gca I Acquisition Corp • Wholesale-groceries & related products • Delaware
This Amended & Restated Voting Agreement (this “Agreement”) is made as of March 27, 2009 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 MERGERAgreement and Plan of Merger • June 24th, 2008 • Gca I Acquisition Corp • Blank checks • 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”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 2nd, 2009 • Gca I Acquisition Corp • Blank checks • New York
This AMENDED & RESTATED AGREEMENT AND PLAN OF MERGER, dated as of March 27, 2009 (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”).
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”).
Initial Agreement to Test a Bixby Model 5 between Global Partners United, LLC. and Bixby Energy Systems, Inc.Gca I Acquisition Corp • January 11th, 2010 • Wholesale-groceries & related products
Global Partners United, LLC (hereinafter “GPU”) wishes to acquire a Bixby Model 5 Gasification unit from Bixby Energy Systems, Inc. (Hereinafter “Bixby”) on a temporary basis, for a test project it intends to conduct with one of its customers. The purpose of the test is to determine the mass energy balance, and therefore, the viability of operating the system in a Chinese facility using Chinese quality coal.
