AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT
Exhibit 10.1
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment (this “Amendment”), dated as of October 7th, 2009, to the Investment Management
Trust Agreement (as defined below) is made by and among Global Consumer Acquisition Corp., a
Delaware corporation (“GCAC”), and Continental Stock Transfer & Trust Company (“Trustee”). All
terms used but not defined herein shall have the meanings assigned to them in the Agreement (as
defined below).
WHEREAS, GCAC and the Trustee entered into an Investment Management Trust Agreement dated as
of November 27, 2007 (the “Agreement”); and
WHEREAS, Section 1(j) of the Agreement sets forth the terms that govern the liquidation of the
Trust Account under the circumstances described therein; and
WHEREAS, GCAC has sought the approval of the Public Stockholders to amend its certificate of
incorporation (the “Charter Amendment Proposals”) to eliminate all provisions therein relating to
its status as a blank check company and to enter into this Amendment (the “Trust Agreement
Amendment Proposal”).
NOW THEREFORE, in consideration of the foregoing and the representations, warranties,
covenants and agreements herein contained and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Section 1(j) shall be amended and restated in its entirety as follows:
“(j) Commence liquidation of the Trust Account only upon receipt of and only in
accordance with the terms of a letter (the “Termination Letter”), in a form
substantially similar to that attached hereto as either Exhibit A or Exhibit B,
signed on behalf of the Company by its President or Chairman of the Board and
Secretary, and complete the liquidation of the Trust Account and distribute the
Property in the Trust Account only as directed in the Termination Letter and the
other documents referred to therein. The Trustee understands and agrees that,
except as provided in paragraph 1(i) hereof, disbursements from the Trust Account
shall be made only pursuant to the terms of a duly executed Partial Release Letter
or Termination Letter, as defined in paragraph 2(b) and 1(j), respectively.”
2. All other provisions of the Agreement shall continue in full force and effect from the date hereof until terminated in accordance with the terms of the Agreement.
3. This Amendment may be signed in any number of counterparts, each of which shall be
an original and all of which shall be deemed to be one and the same instrument, with the
same effect as if the signatures thereto and hereto were upon the same instrument. A
facsimile signature shall be deemed to be an original signature for purposes of this
Amendment.
4. This Amendment is intended to be in full compliance with the requirements for an
Amendment to the Agreement as required by Section 7(c) of the Agreement, and every defect in
fulfilling such requirements for an effective amendment to the Agreement is hereby ratified,
intentionally waived and relinquished by all parties hereto.
5. This Amendment shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and
year first above written.
GLOBAL CONSUMER ACQUISITION CORP. |
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By: | /s/ Xxxxx X. Xxxx | |||
Name: Xxxxx X. Xxxx | ||||
Title: Chief Executive Officer | ||||
CONTINENTAL STOCK TRANSFER & TRUST COMPANY |
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By: | /s/ Xxxxxx Xxxxxx | |||
Name: Xxxxxx Xxxxxx | ||||
Title: Chairman | ||||
EXHIBIT A
[Letterhead of Company]
[ ], 2009
Continental Stock Transfer
& Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx and Xxxxx Di Paolo
& Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx and Xxxxx Di Paolo
Re: Trust Account No. [ ] — Termination Letter
Gentlemen:
This is to advise you that Global Consumer Acquisition Corp. (the “Company”) has entered into
an agreement (“Business Agreement”) with (“Target Business”) to consummate a business
combination and will hold a special meeting of stockholders at which each of the Charter Amendment
Proposals, the Trust Agreement Amendment Proposal and the Acquisition Proposal, as set forth in the
Registration Statement filed on Form S-4 with the Securities & Exchange Commission on September 18,
2009, File No. 333-161970, will be presented to stockholders, on or about , 2009 (the
“Disbursement Date”).
In accordance with the terms of the Investment Management Trust Agreement between the Company
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 27, 2007 (the
“Trust Agreement”), as amended from time to time by the parties thereto, we hereby authorize you to
liquidate the Trust Account investments on , 2009 (the “Liquidation Date”) and to transfer
the proceeds to the above referenced checking account at to the effect that, on the
Disbursement Date, all of the funds held in the Trust Account will be immediately available for
transfer to the account or accounts that the Company shall direct on the Disbursement Date. It is
acknowledged and agreed that while the funds are on deposit in the trust checking account awaiting
distribution, the Company will not earn any interest or dividends.
On the Disbursement Date, the Company shall deliver to you (i) written notification that each
of the Charter Amendment Proposals, the Trust Agreement Amendment Proposal and the Acquisition
Proposal were approved by the Company’s stockholders, (ii) a certificate of XX Xxxx & Co., Inc.
(the “Inspector of Election”) which verifies the vote of the Company’s stockholders in connection
with each of the Charter Amendment Proposals, the Trust Agreement Amendment Proposal and the
Acquisition Proposal, and (iii) written instructions with respect to the transfer of the funds held
in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the
funds held in the Trust Account immediately upon your receipt of the Company’s notification and
the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that
certain deposits held in the Trust Account may not be liquidated by the Disbursement Date without
penalty, you will notify the Company of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and be distributed after the Disbursement Date to the
Company. Upon the distribution of all the
funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be
terminated and the Trust Account closed.
Very truly yours, GLOBAL CONSUMER ACQUISITION CORP. |
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By: | ||||