EX-4.3



 





Exhibit 4.3




					
	 	 	 	 	 
	NUMBER                    
	 	[SPECIMEN WARRANT CERTIFICATE]
	 	WARRANTS






THIS WARRANT WILL BE VOID IF NOT EXERCISED

PRIOR TO

5:00 P.M. EASTERN TIME,                     , 2011

OR UPON EARLIER REDEMPTION




					
	 	 	 	 	 
	 
	 	Global Consumer Acquisition Corp.
	 	CUSIP___






WARRANT



THIS CERTIFIES THAT, for value received



is the registered holder of a Warrant or Warrants expiring at 5:00 p.m., Eastern Time, [
] 2011 [four years from the effective date of the registration statement], or upon earlier
redemption (the “Warrant”), to purchase one fully paid and non-assessable share of Common Stock,
par value $0.0001 per share (“Shares”), of Global Consumer Acquisition Corp., a Delaware
corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant
entitles the holder thereof to purchase from the Company, commencing on the later of (i) [
], 2008 [one year from the effective date of the registration statement] and (ii) the completion
by the Company of an acquisition through merger, capital stock exchange, asset or stock
acquisition, exchangeable share transaction, joint venture or other similar transaction, or a
combination of any of the foregoing, of one or more operating businesses, that is its initial
business combination and which meets the size, timing and other criteria outlined in the Company’s
registration statement on Form S-1 initially filed with the Securities and Exchange Commission on
July 23, 2007 (File No. 333-144799), as amended (“Business Combination”), such number of Shares of
the Company at the price of $7.50 per share, upon surrender of this Warrant Certificate accompanied
by the annexed duly executed subscription form and payment of the Warrant Price (as hereinafter
defined) at the office or agency of the Warrant Agent, 17 Battery Place, New York, New York 10004
(such payment to be made by check made payable to the Warrant Agent), but only subject to the
conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock
Transfer & Trust Company (the “Warrant Agreement”). In no event shall the registered holder of this
Warrant be entitled to receive a net-cash settlement, shares of common stock or other consideration
in lieu of physical settlement in Shares of the Company. The Warrant Agreement provides that upon
the occurrence of certain events the Warrant Price and the number of Warrant Shares purchasable
hereunder, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this
Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the
Warrant is exercised.



No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant
would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company
shall, upon such exercise, round up to the nearest whole number the number of Shares to be issued
to such holder.



Upon any exercise of the Warrant for less than the total number of full Shares provided for herein,
there shall be issued to the registered holder hereof or his assignee a new Warrant Certificate
covering the number of Shares for which the Warrant has not been exercised.



Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the
registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in
the manner and subject to the limitations provided in the Warrant Agreement, but without payment of
any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.



Upon due presentment for registration of transfer of the Warrant Certificate at the office or
agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange
for this Warrant



 




 









 






Certificate, subject to the limitations provided in the Warrant Agreement, without charge except
for any applicable tax or other governmental charge.



The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of
this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, of any distribution to the registered holder, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.



This Warrant does not entitle the registered holder to any of the rights of a stockholder of the
Company.



The Company reserves the right to redeem all (but not part) of the then outstanding Warrants, with
a notice of redemption in writing to the holders of record of the Warrants then outstanding, giving
30 days’ notice of such redemption at any time after such Warrants become exercisable if the last
sale price of the Shares has been at least $12.00 per share on each of 20 trading days within a 30
trading day period ending on the third business day prior to the date on which notice of such
redemption is given. The Company may not redeem the Warrants unless the Warrants comprising the
units sold in this offering and the shares of common stock underlying those Warrants are covered by
an effective registration statement from the beginning of the measurement period through the date
fixed for the redemption. The redemption price of the Warrants is to be $.01 per Warrant. Any
Warrant either not exercised or tendered back to the Company by the end of the date specified in
the notice of redemption shall be cancelled on the books of the Company and have no further value
except for the $.01 redemption price.




	 	 	 	 	 	 	 
	By:

	 	Global Consumer Acquisition Corp.
	 	 
	 

	 	CORPORATE
	 	 
	 

	 	THE STATE OF DELAWARE
	 	 
	 

	 	SEAL
	 	 
	 

	 	 	 	 	 	 
	Treasurer

	 	 	2007	 	 	Secretary
	 
	 	 	 	 	 	 
	COUNTERSIGNED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Continental Stock Transfer & Trust Company,
	 	 	 	 	 	 
	as Warrant Agent
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Authorized Officer
	 	 	 	 	 	 





 




 









 





SUBSCRIPTION FORM




To Be Executed by the Registered Holder in Order to Exercise Warrants




     The undersigned Registered Holder irrevocably elects to exercise                      Warrants
represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon
the exercise of such Warrants, and requests that Certificates for such shares shall be issued in
the name of



(PLEASE TYPE OR PRINT NAME AND ADDRESS)




(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)



and be delivered to




(PLEASE PRINT OR TYPE NAME AND ADDRESS)



and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder at the address stated below:




	 	 	 	 	 
	Dated:

	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	(SIGNATURE)
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	(ADDRESS)
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	(TAX IDENTIFICATION NUMBER)





 




 









 





ASSIGNMENT

To Be Executed by the Registered Holder in Order to Assign Warrants



For Value Received,                      hereby sells, assigns, and transfers unto




(PLEASE TYPE OR PRINT NAME AND ADDRESS)




(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)




                          of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitutes
and appoints                      Attorney to transfer this Warrant Certificate on the books of
the Company, with full power of substitution in the premises.



	 	 	 	 	 
	Dated:

	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	(SIGNATURE)





THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON
THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF
THE AMERICAN STOCK EXCHANGE OR THE NEW YORK STOCK EXCHANGE.