EX-10.2



 





Exhibit 10.2




INVESTMENT MANAGEMENT TRUST AGREEMENT




     This Agreement is made as of                                , 2007 by and
between Global Consumer Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”).



     WHEREAS, the Company’s Registration Statement on Form S-1, as amended, Registration No. 
 (together with any registration statement filed pursuant to Rule 462(b), the
“Registration Statement”), for its initial public offering of securities (the “IPO”) has been
declared effective as of the date hereof by the Securities and Exchange Commission (the “Effective
Date”); and



     WHEREAS, Deutsche Bank Securities, Inc. (the “Representative”) is acting as the representative
of the underwriters in the IPO; and



     WHEREAS, Hayground Cove Asset Management LLC (“Hayground”) and the Company’s Chief Executive
Officer are purchasing securities in a private placement; and



     WHEREAS, as described
in the Registration Statement, $295,450,000 of the gross proceeds of the
IPO ($338,650,000 if the underwriters’ over-allotment option is exercised in full), which includes
the underwriters’ deferred discount of $9,000,000 (or $10,350,000 if the underwriters’
over-allotment option is exercised in full) and the proceeds of the Company’s insider private
placement of $8,500,000, will be delivered to the Trustee to be deposited and held in a trust
account for the benefit of the Company and the holders of the Company’s common stock, par value
$.0001 per share, issued in the IPO (the amount to be delivered to the Trustee will be referred to
herein as the “Property;” the stockholders for whose benefit the Trustee shall hold the Property
will be referred to as the “Public Stockholders,” and the Public Stockholders and the Company will
be referred to together as the “Beneficiaries”); and



     WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the Property;



     IT IS AGREED:




	1.	 	Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:





     (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, in a segregated trust account(s) (“Trust Account”) established by the Trustee at a
branch of JP Morgan Chase NA and at a brokerage institution selected by the Trustee and approved by
the Company;



     (b) Manage, supervise and administer the Trust Account(s) subject to the terms and conditions
set forth herein;



     (c) In a timely manner, upon the written instruction of the Company, invest and



 









 







reinvest the Property in United States “government securities” and/or in any money market
fund(s) selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of
Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company. As
used herein, “Government Security” means any Treasury Bill issued by the United States, having a
maturity of one hundred and eighty days (180) or less;



     (d) Collect and
receive, when due, all principal and income arising from the Property, which
shall become part of the “Property,” as such term is used
herein, of which income up to $4,100,000,
net of taxes payable on such income, may be released to the Company periodically in accordance with
paragraph 2(b) in order to fund its working capital requirements;



     (e) Promptly notify the Company of all communications received by it with respect to any
Property requiring action by the Company;



     (f) Supply any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns relating to income from the Property
in the Trust Account or otherwise;



     (g) Participate in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company and/or the Representative in
writing to do so;



     (h) Render to the Company and to such other person as the Company may instruct, monthly
written statements of the activities of and amounts in the Trust Account reflecting all receipts
and disbursements of the Trust Account;



     (i) If there is any income or other tax obligation relating to the income from the Property in
the Trust Account as determined by the Company, then, from time to time, at the written instruction
of the Company, the Trustee shall promptly, to the extent there is not sufficient cash in the Trust
Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be
designated by the Company in writing, and disburse to the Company by wire transfer, out of the
Property in the Trust Account, the amount indicated by the Company as owing in respect of such
income tax obligation;



     (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; provided, however, that in the event that a Termination Letter has not been
received by the Business Combination Deadline (as defined and determined in accordance with this
paragraph 1(j) hereof), the Trust Account shall be liquidated in accordance with the procedures set
forth in the Termination Letter attached as Exhibit B, to the Beneficiaries as of the record date,
which record date shall be within ten (10) business days



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of the Business Combination Deadline.




     In all cases, the Representative shall be copied on any Partial Release Letters, Termination
Letters and/or any other correspondence that the Trustee receives with respect to any proposed
withdrawal from the Trust Account. The “Business Combination Deadline” shall mean the date that is
twenty-four (24) months from the date of the IPO; provided, however, that the Business Combination
Deadline may be extended by a as set forth in the Registration Statement and the Company’s Amended
and Restated Articles of Incorporation.



     2. Limited Distributions Of Income From Trust Account.



     (a) If there is any income tax obligation relating to the income from the Property in the
Trust Account, then, at the written instruction of the Company, the Trustee shall disburse to the
Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the
Company as required to pay income taxes; and



     (b) Upon written request from the Company in a form substantially similar to that attached
hereto as Exhibit C (the “Partial Release Letter”), which may be given not more than once in any
calendar month, the Trustee shall distribute to the Company by wire transfer an amount equal to
 % of the income collected on the Property through the last day of the calendar month
immediately preceding the date of receipt of the Company’s request, as computed by the Company;
provided, however, that the maximum amount of distributions, net of taxes, that the Company may
request and the Trustee shall distribute pursuant to this Section
2(b) shall be $4,100,000. The
first such distribution shall include income through the first full calendar month following the
effective date of the IPO, with the Company’s request made after such date. It is understood that
the Trustee’s only responsibility under this section is to follow the instructions of the Company;
and



     (c) Except as provided in Section 2(a) and 2(b) above, no other distributions from the Trust
Account shall be permitted except in accordance with Sections 1(i) and 1(j) hereof.



     3. Waiver of Claims to Trust. The Trustee understands that the net proceeds from the IPO will
be held in the Trust Account for the benefit of the Public Stockholders. The Trustee hereby agrees
that it does not have any right, title, interest or claim of any kind in or to any monies in the
Trust Account (any “Claim”) and hereby waives any Claim it may have in the future as a result of,
or arising out of, any negotiations, contracts or agreements with the Company and will not seek
recourse against the Trust Account for any reason whatsoever.



     4. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:



     (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s
President or Chairman of the Board. In addition, except with respect to its duties under Section
1(i) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any
verbal or telephonic advice or instruction which it in good faith believes to be given by any one



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of the persons authorized above to give written instructions, provided that the Company shall
promptly confirm such instructions in writing;




     (b) Hold the Trustee harmless and indemnify the Trustee from and against, any and all
expenses, including commercially reasonable actual counsel fees and disbursements, or loss suffered
by the Trustee in connection with any action, suit or other proceeding brought against the Trustee
involving any claim, or in connection with any claim or demand which in any way arises out of or
relates to this Agreement, the services of the Trustee hereunder, or the Property or any income
earned from investment of the Property, except for expenses and losses resulting from the Trustee’s
gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of
demand or claim or the commencement of any action, suit or proceeding, pursuant to which the
Trustee intends to seek indemnification under this paragraph, it shall notify the Company in
writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have
the right to conduct and manage the defense against such Indemnified Claim, provided, that the
Trustee shall obtain the consent of the Company with respect to the selection of counsel, which
consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in and co-manage such action with its own counsel; and



     (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee
for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto,
which fees shall be subject to modification by the parties from time to time. It is expressly
understood that the Property shall not be used to pay such fees and further agreed that said
transaction processing fees shall be deducted by the Trustee from the disbursements made to the
Company pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and
first year’s annual fee at the consummation of the IPO and thereafter on the anniversary of the
Effective Date. The Trustee shall refund to the Company the annual fee (on a pro rata basis) with
respect to any period after the liquidation of the Trust Account. The Company shall not be
responsible for any other fees or charges of the Trustee except as set forth in this Section 3(c)
and as may be provided in Section 3(b) hereof (it being expressly understood that the Property
shall not be used to make any payments to the Trustee under such Sections).



     5. Limitations of Liability. The Trustee shall have no responsibility or liability to:



     (a) Take any action with respect to the Property, other than as directed in Section 1 hereof
and the Trustee shall have no liability to any party except for liability arising out of its own
gross negligence or willful misconduct;



     (b) Institute any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received written instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;



     (c) Change the investment of any Property, other than in compliance with Section 1(c);



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     (d) Refund any depreciation in principal of any Property;



     (e) Assume that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation, or unless the
Company shall have delivered a written revocation of such authority to the Trustee;



     (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, in good faith and in the exercise of its own best
judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, judgment, instruction, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement,
instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this Agreement or any of the
terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the
proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall
give its prior written consent thereto;



     (g) Verify the correctness of the information set forth in the Registration Statement or to
confirm or assure that any acquisition made by the Company or any other action taken by it is as
contemplated by the Registration Statement;



     (h) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with
respect to income and activities relating to the Trust Account, regardless of whether such tax is
payable by the Trust Account or the Company (including but not limited to income tax obligations),
it being expressly understood that as set forth in Section 1(i), if there is any income or other
tax obligation relating to the Trust Account or the Property in the Trust Account, as determined
from time to time by the Company and regardless of whether such tax is payable by the Company or
the Trust, at the written instruction of the Company, the Trustee shall make funds available in
cash from the Property in the Trust Account an amount specified by the Company as owing to the
applicable taxing authority, which amount shall be paid directly to the Company by electronic funds
transfer, account debit or other method of payment, and the Company shall forward such payment to
the taxing authority.



     6. Termination. This Agreement shall terminate as follows:



     (a) If the Trustee gives written notice to the Company that it desires to resign under this
Agreement, the Company shall use its reasonable efforts to locate a successor trustee. At such time
that the Company notifies the Trustee that a successor trustee has been appointed by the Company
and has agreed to become subject to the terms substantially similar to that of this Agreement, the
Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports, statements and all other documentation
relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, in the
event that the Company does not locate a successor trustee within one hundred and eighty (180) days
of receipt of the resignation notice from the Trustee, the Trustee



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may submit an application to have the Property deposited with the United States District Court
for the Southern District of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever;



     (b) At such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Section 1(j) hereof, and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Section 3(b).



     7. Miscellaneous.



     (a) The Company and the Trustee each acknowledge that the Trustee will follow the security
procedures set forth below with respect to funds transferred from the Trust Account. The Company
and the Trustee will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party immediately if it has
reason to believe unauthorized persons may have obtained access to such information, or of any
change in its authorized personnel. In executing funds transfers, the Trustee will rely upon
account numbers or other identifying numbers of a beneficiary, beneficiary’s bank or intermediary
bank. The Trustee shall not be liable for any loss, liability or expense resulting from any error
in an account number or other identifying number, provided it has accurately transmitted the
numbers provided.



     (b) This Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflict of law principles that would result in
the application of the substantive laws of another jurisdiction. This Agreement may be executed in
several counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.



     (c) This Agreement contains the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof. The parties hereto may change, waive, amend or modify any
provision contained herein that may be defective or inconsistent with any other provision contained
herein only upon the written consent of each of the parties hereto; provided that such action shall
not materially adversely affect the interests of the Public Stockholders. Any other change, waiver,
amendment or modification to this Agreement shall be subject to approval by a majority of the
Public Stockholders. Each of the parties hereto, to the extent permitted by law, irrevocably waives
any and all rights to trial by jury in any legal proceeding in connection with this Agreement, and
acknowledges that this waiver is a material inducement to the other party’s entering into this
Agreement.



     (d) The parties hereto consent to the jurisdiction and venue of any state or federal court
located in the City of New York, Borough of Manhattan, for purposes of resolving any disputes
hereunder.



     (e) Any notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or by
facsimile transmission:



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if to the Trustee, to:



Continental Stock Transfer & Trust Company

17 Battery Place

8th Floor

New York, New York 10004

Attn: Steven Nelson and Frank Di Paolo

Fax: (212) 616-7620



if to the Company, to:



Global Consumer Acquisition Corp.

c/o Hayground Cove Asset Management LLC

1370 Avenue of the Americas, 28th Floor

New York, NY 10019

Attn: Chief Executive Officer

Fax: (212) 445-7801



with a copy to:



Proskauer Rose LLP

1585 Broadway

New York, NY 10036

Attn: Jeffrey A. Horwtiz, Esq.

Fax: (212) 969-2900



in either case with a copy on behalf of the Representative to:



Deutsche Bank Securities, Inc.

60 Wall Street

New York, NY 10005

Attn: Carlos Alvarez

Fax: (212) 797-0089



with a copy to:



Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, CA 90071

Attn: Gregg A. Noel, Esq.

Fax: (213) 687-5600




     (f) This Agreement may not be assigned by the Trustee without the prior written consent of the
Company. This Agreement may be assigned by the Company to a wholly owned subsidiary of the Company
upon written notice to the Trustee.



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     (g) Each of the Trustee and the Company hereby represents that it has the full right and power
and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or
proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
part of the Property under any circumstance.



     (h) The Trustee hereby consents to the inclusion of Continental Stock Transfer & Trust Company
in the Registration Statement and other materials relating to the IPO.



[Signature page follows]




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     IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement
as of the date first written above.



	 	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER 

& TRUST COMPANY, as Trustee 

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	GLOBAL CONSUMER ACQUISITION CORP. 

 	 
	 	By:  	 	 
	 	Name:  Scott LaPorta 	 	 	 
	 	Title:    President and Chief Executive Officer 	 	 	 



 









 






	 	 	 	 	 



EXHIBIT A




[LETTERHEAD OF COMPANY]




[INSERT DATE]



Continental Stock Transfer & Trust Company

17 Battery Place

8th Floor

New York, New York 10004




	 	 	 
	       Attn:

	 	Steven Nelson and Frank DiPaolo
	       Re:

	 	Trust Account No. [                    ]
	 

	 	Termination Letter






     Gentlemen:



     Pursuant to Section 1(i) of the Investment Management Trust Agreement between Global Consumer
Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of August      , 2007 (the “Trust Agreement”), this is to advise you that the
Company has entered into an agreement (“Business Agreement”) with                                (the “Target Business”) to consummate a business combination with Target Business (a “Business
Combination”) on or about [INSERT DATE]. The Company shall notify you at least 48 hours in advance
of the actual date of the consummation of the Business Combination (the “Consummation Date”).



     In accordance with the terms of the Trust Agreement, we hereby authorize you to commence
liquidation of the Trust Account to the effect that, on the Consummation 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 in writing on the Consummation Date.



     On the Consummation Date (i) counsel for the Company shall deliver to you written notification
that the Business Combination has been consummated and (ii) the Company shall deliver to you
written instructions with respect to the transfer of the funds held in the Trust Account (the
“Instruction Letter”). The Instruction Letter shall specify the total amount payable to consummate
the Business Combination (the “Consideration”) and specify the account(s) into which the
Consideration shall be paid. You are hereby directed and authorized to transfer the funds held in
the Trust Account immediately upon your receipt of the counsel’s letter and the Instruction Letter.
In the event that certain deposits held in the Trust Account may not be liquidated by the
Consummation 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 distributed after the
Consummation 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.



 









 





     In the event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then, upon the written instruction of the Company, the funds held
in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day
immediately following the Consummation Date as set forth in the notice.



	 	 	 	 	 
	 	Very truly yours, 

 	 
	 	 	 
	 	 	 	 
	 	By:  	 	 



 









 






	 	 	 	 	 



EXHIBIT B




[LETTERHEAD OF COMPANY]




[INSERT DATE]



Continental Stock Transfer & Trust Company

17 Battery Place



8th Floor
New York, New York 10004




	 	 	 
	Attn:

	 	Steven G. Nelson, President
	Re:

	 	Trust Account No. [                    ] Termination Letter






     Gentlemen:



     Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Global
Consumer Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of August       , 2007 (the “Trust Agreement”), this is to advise you
that the Company has been dissolved due to the Company’s inability to effect a Business Combination
within the time frame specified in the Company’s prospectus relating to its IPO and is required to
liquidate the Trust Account in accordance with paragraph 1(j) thereof. Attached hereto is a
certified copy of the Certificate of Dissolution as filed with the Delaware Secretary of State.



     In accordance with the terms of the Trust Agreement, we hereby authorize you to commence
liquidation of the Trust Account. The Company has appointed [
] to serve as its Designated Paying Agent; accordingly, you will notify the Company and
the “Designated Paying Agent” in writing as to when all of the funds in the Trust Account will be
available for immediate transfer (the “Transfer Date”). The Designated Paying Agent shall
thereafter notify you as to the account or accounts of the Designated Paying Agent that the funds
in the Trust Account should be transferred to on the Transfer Date so that the Designated Paying
Agent may commence distribution of such funds in accordance with the Company’s instructions. You
shall have no obligation to oversee the Designated Paying Agent’s distribution of the funds. Upon
the payment to the Designated Paying Agent of all the funds in the Trust Account, the Trust
Agreement shall terminate in accordance with the terms thereof.



	 	 	 	 	 
	 	Very truly yours,	 
	 	 	 	 
	 	 	 
	 	 	 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



EXHIBIT C




[LETTERHEAD OF COMPANY]




[Insert Date]



Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Accounting Department

Re:     Trust Account No. [                    ] — Distribution of Income on Property





     Gentlemen:



     Pursuant to Section 2(b) of the Investment Management Trust Agreement between Global Consumer
Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as
of August      , 2007 (“Trust Agreement”), we are requesting for our working capital
purposes that you deliver to us $                     representing income
earned on the Property from
                              
to
                              . In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer said amount, less any fees due the Trustee
pursuant to Section 3(c) of the Trust Agreement, immediately upon your receipt of this letter to
the Company’s operating account at:





	 	 	 	 	 
	Bank:
	 	 	[                                                                                                                                                         ]	 
	 
	 	 	 
	ABA #:
	 	 	[                                                                                                                                                         ]	 
	 
	 	 	 
	Account Name:
	 	 	 	 
	Account Number:
	 	 	[                                                                                                                                                         ]	 
	 
	 	 	 
	Reference:
	 	Distribution request
	Very truly yours,
	 	 	 	 
	By:
	 	 	 	 
	 
	 	 	 





 









 








SCHEDULE A




Schedule of fees pursuant to Section 3(c) of Investment Management Trust Agreement

between Global Consumer Acquisition Corp. and

Continental Stock Transfer & Trust Company




	 	 	 	 	 	 	 
	 	 	Time and method of	 	 
	Fee Item	 	payment	 	Amount
	Initial acceptance fee

	 	Initial closing of IPO by wire transfer
	 	$	1,000	 
	 
	Annual fee

	 	First year, initial closing of IPO by wire
transfer; thereafter on the anniversary of
the effective date of the IPO by wire
transfer or check
	 	$	3,000	 
	 
	Transaction processing
fee for disbursements
to Company under
Sections 2(a) and 2(b)

	 	Deduction by Trustee from disbursement
made to Company under Section 2(b)
	 	$	250	 






	 	 	 	 	 
	 

	 	Agreed:	 	 
	Dated: August  , 2007
	 	 	 	 
	 	 	Global Consumer Acquisition Corp.
	 	 	 	 	 
	 	 	By:	 
	 
	 	 	 	Authorized Officer
	 	 	 	 	 
	 	 	Continental Stock Transfer & Trust Co.
	 	 	 	 	 
	 

	 	By:	 
	 

	 	 	 	Authorized Officer