EX-10.5



 





Exhibit 10.5




SPONSOR’S CO-INVESTMENT UNITS SUBSCRIPTION AGREEMENT



To the Board of Directors of

Global Consumer Acquisition Corp.:




     The undersigned hereby subscribes for and agrees to purchase 25,000 co-investment units
(“Committed Co-Investment Units”) of Global Consumer Acquisition Corp. (the
“Corporation”) at $10.00 per unit, consisting of 25,000 shares of the Corporation’s Common
Stock (the “Committed Co-Investment Common Stock”) and 25,000 warrants, each to purchase
one share of the Corporation’s Common Stock (the “Committed Co-Investment Warrants”) at
$7.50 per share, for an aggregate purchase price of TWENTY-FIVE MILLION DOLLARS ($25,000,000) (the
“Committed Co-Investment Unit Purchase Price”).



     At any time prior to the consummation of the Business Combination (as defined below), the
undersigned shall have the option (the “Option”), in its sole discretion, to purchase up to
an additional 25,000 co-investment units (the “Option Co-Investment Units” and, together
with the Committed Co-Investment Units, the “Co-Investment Units”) at $10.00 per unit,
consisting of 25,000 shares of the Corporation’s Common Stock (the “Option Co-Investment Common
Stock” and, together with the Committed Co-Investment Common Stock, the “Co-Investment
Common Stock”) and 25,000 warrants, each to purchase one share of the Corporation’s Common
Stock (the “Option Co-Investment Warrants” and, together with the Committed Co-Investment
Warrants, the “Co-Investment Warrants”) at $7.50 per share, for an aggregate purchase price
of up to TWENTY-FIVE MILLION DOLLARS ($25,000,000) (the “Option Co-Investment Unit Purchase
Price”).



     The payment and issuance of the Co-Investment Units shall occur immediately prior to the
consummation of the Corporation’s initial acquisition of one or more assets or operating businesses
with a transaction value of at least 80% of our net assets held in trust (net of taxes and amounts
disbursed for working capital purposes and excluding the amount held in the trust account
representing a portion of the underwriters’ discount) at the time of the acquisition through a
merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction, joint
venture or other similar business combination, pursuant to which we will require that a majority of
the shares of common stock of the Corporation voted by the public stockholders are voted in favor
of the acquisition and less than 30% of the public stockholders both exercise their conversion
rights and vote against the proposed acquisition (the “Business Combination”).



     Immediately prior to the consummation of a Business Combination, the undersigned shall deliver
the Committed Co-Investment Unit Purchase Price and Option Co-Investment Unit Purchase Price, if
applicable, to the Corporation. In the event that the Company fails to (i) consummate it is initial
public offering (“IPO”) within one (1) year from the date hereof or (ii) consummate a
Business Combination within 24 months from the consummation of its IPO, the



 









 




undersigned’s obligation to purchase the Co-Investment Units shall be null and void and of no
further force and effect.




     The undersigned represents and warrants that it has been advised that the Co-Investment Units
(including the Co-Investment Common Stock, Co-Investment Warrants and underlying shares of common
stock) have not been registered under the Securities Act; that it is acquiring each of the
Co-Investment Units (including the Co-Investment Common Stock, Co-Investment Warrants and
underlying shares of common stock) for its account for investment purposes only; that it has no
present intention of selling or otherwise disposing of any of the Co-Investment Units (including
the Co-Investment Common Stock, Co-Investment Warrants and underlying shares of common stock) in
violation of the securities laws of the United States; that it is an “accredited investor” as
defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended; and
that it is familiar with the proposed business, management, financial condition and affairs of the
Corporation.



     This Agreement shall be governed by and construed in accordance with the laws of the State of
New York without regard to the principles of conflicts of law thereof.



     This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes and merges all prior agreements or understandings, whether
written or oral. This Agreement may not be amended, modified or revoked, in whole or in part,
except by an agreement in writing signed by each of the parties hereto.



* * * *




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     The undersigned hereby represents and warrants that it will execute all documents that are
necessary or desirable in connection with the Corporation’s initial public offering.



	 	 	 	 	 
	 	HAYGROUND COVE ASSET

MANAGEMENT, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Jason N. Ader 	 
	Dated: July 20, 2007 	 	Title:  	Authorized Person 	 
	 


Accepted and Agreed on this

20th day of July 2007:




GLOBAL CONSUMER ACQUISITION CORP.




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Name: Andrew Nelson

Title: Treasurer, Controller, Assistant Secretary