WARRANT AGREEMENTWarrant Agreement • October 25th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York
This Warrant Agreement made as of ___, 2007, between Global Consumer Acquisition Corp., a Delaware corporation, with offices at 1370 Avenue of the Americas, 28th Floor, New York, New York 10019 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
30,000,000 Units GLOBAL CONSUMER ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York
Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of thirty million units of the Company (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and one warrant (collectively, the “Warrants”) to purchase Common Stock. The respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to four million, five hundred thousand (4,500,000) additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of Warrant Agreement (defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York
This Agreement is made as of , 2007 by and between Global Consumer Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___day of ___2007, by and among Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
AMENDMENT NO. 2 TO GLOBAL CONSUMER ACQUISITION CORP. WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • October 25th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”) is made this 18th day of October, 2007, by and between Global Consumer Acquisition Corp., a Delaware corporation (“Company”) and Hayground Cove Asset Management, LLC, a Delaware limited liability company (“Purchaser”).
