EX-10.13



 





Exhibit 10.13




AMENDMENT NO. 2

TO

GLOBAL CONSUMER ACQUISITION CORP.

WARRANT SUBSCRIPTION AGREEMENT



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”).




     WHEREAS, Company and Purchaser entered into a Subscription Agreement, dated July 19, 2007
(hereinafter as the “Subscription Agreement”); and



     WHEREAS, Company and Purchaser entered into Amendment No. 1 to the Subscription Agreement,
dated August 1, 2007 (together with the Subscription Agreement, the “Agreement”); and



     WHEREAS, Company and Purchaser desire to amend the Agreement as hereinafter provided.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Company
and Purchaser agree as follows:



     1.     Definitions.  Capitalized terms used in this Amendment and not otherwise defined have the
meaning ascribed to them in the Agreement.



     2.     No Other Amendments.  Each of Company and Purchaser represent and warrant to the other
that, as of the date hereof, there are no amendments, modifications, written instruments or other
oral or written amendments which amend or modify the provisions of the Subscription Agreement in
any manner.



     3.     Amendments and Modifications.  Paragraph 1 of the Agreement is hereby deleted and the
following is substituted in lieu thereof:




1. Commitment To Purchase Warrants. Subject to and immediately prior to the
consummation of the Company’s initial public offering (the “IPO”), Purchaser
hereby agrees to subscribe for and purchase from the Company, and the Company hereby
agrees to issue and sell to Purchaser, five million (7,500,000) Warrants (the
“Warrants”) at a purchase price of $1.00 per Warrant for an aggregate purchase
price of $7,500,000. Each Warrant shall entitle the holder thereof to purchase one
share of common stock, par value $0.0001 per share, of the Company (“Common
Stock”) at an exercise price of $7.50 and in accordance with other terms to be
reasonably agreed upon by and between the Company and Continental Stock



 









 







Transfer & Trust Company, as warrant agent, and set forth in a warrant agreement
between such parties prior to the consummation of the IPO (the “Warrant
Agreement”). The closing of the purchase and sale of the Warrants hereunder,
including payment for and delivery of the Warrants, shall occur at the offices of the
Company immediately prior to, and subject to consummation of, the IPO.



     4.     Miscellaneous.



          (a)     All future references to the Agreement shall mean and refer to the Agreement, as hereby
modified and amended. In the event of any conflict between the terms of the Agreement and the
terms of this Amendment, the terms of this Amendment shall govern.




          (b)     This Amendment may be executed by facsimile signatures and such facsimile signatures shall
be deemed to be original signatures.




          (c)     This Amendment may be executed in one or more counterparts, each of which so executed and
delivered shall be deemed an original, and all of which taken together shall constitute but one and
the same instrument.




          (d)     This Amendment shall not be binding upon or enforceable against Company or Purchaser
unless and until each of Company and Purchaser shall have executed the same and delivered to an
executed counterpart of this Amendment to the other party.




          (e)     This Amendment may not be modified, amended or terminated, nor any of its provisions
waived, except by an amendment in writing signed by the party against whom enforcement of any
modification, amendment or waiver is sought.




          (f)     This Amendment shall be construed, governed and enforced in accordance with the laws of
the State of New York.




          (g)     The covenants, amendments, terms, provisions and conditions contained in this Amendment
shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.




Signature Page Follows




 









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 
	 	COMPANY: 



GLOBAL CONSUMER ACQUISITION

CORP. 

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	PURCHASER: 



HAYGROUND COVE ASSET

MANAGEMENT, LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title: