**Exhibit 4.5****REGISTRATION RIGHTS AGREEMENT**     THIS REGISTRATION RIGHTS AGREEMENT (this “**Agreement**”) is entered into as of the27th day of November 2007, by and among Global Consumer Acquisition Corp., a Delawarecorporation (the “**Company**”), and the undersigned parties listed under Investors on the signaturepage hereto (each, an “**Investor**” and collectively, the “**Investors**”).     WHEREAS, the Investors currently hold all of the issued and outstanding securities of theCompany; and     WHEREAS, the Investors and the Company desire to enter into this Agreement to provide theInvestors with certain rights relating to the registration of (i) shares of Common Stock; (ii)Warrants; and (iii) shares of Common Stock underlying Warrants.     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, andfor other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:     I DEFINITIONS. The following capitalized terms used herein have the followingmeanings:     “**Agreement**” means this Agreement, as amended, restated, supplemented, or otherwise modifiedfrom time to time.     “**Commission**” means the Securities and Exchange Commission, or any other federal agency thenadministering the Securities Act or the Exchange Act.     “**Common Stock**” means the common stock, par value $0.0001 per share, of the Company.     “**Company**” is defined in the preamble to this Agreement.     “**Demand Registration**” is defined in Section 2.1.1.     “**Demanding Holder**” is defined in Section 2.1.1.     “**Effective Date**” means the date on which the initial public offering of securities of theCompany is declared effective by the Commission.     “**Exchange Act**” means the Securities Exchange Act of 1934, as amended, and the rules andregulations of the Commission promulgated thereunder.     “**Form S-3**” is defined in Section 2.3.     “**Indemnified Party**” is defined in Section 4.3.     “**Indemnifying Party**” is defined in Section 4.3.     “**Investor**” is defined in the preamble to this Agreement.
 

 
     “**Investor Indemnified Party**” is defined in Section 4.1.     **“Majority-in-interest”**of Registrable Securities means a majority of the shares of CommonStock and shares of Common Stock underlying the Warrants included in the Registrable Securities.     “**Maximum Number of Shares**” is defined in Section 2.1.4.     “**Notices**” is defined in Section 6.3.     “**Piggy-Back Registration**” is defined in Section 2.2.1.     “**Register**,” “**registered**” and “**registration**” mean a registration effected by preparing andfiling a registration statement or similar document in compliance with the requirements of theSecurities Act, and the applicable rules and regulations promulgated thereunder, and suchregistration statement becoming effective.     “**Registrable Securities**” mean all of (i) the shares of Common Stock owned or held byInvestors; (ii) the Warrants; and (iii) the shares of Common Stock issuable upon exercise of theWarrants. Registrable Securities include any warrants, shares of capital stock or other securitiesof the Company issued as a dividend or other distribution with respect to or in exchange for or inreplacement of such Registrable Securities. As to any particular Registrable Securities, suchsecurities shall cease to be Registrable Securities when: (a) a Registration Statement with respectto the sale of such securities shall have become effective under the Securities Act and suchsecurities shall have been sold, transferred, disposed of or exchanged in accordance with suchRegistration Statement; (b) such securities shall have been otherwise transferred, new certificatesfor them not bearing a legend restricting further transfer shall have been delivered by the Companyand subsequent public distribution of them shall not require registration under the Securities Act;(c) such securities may be sold by the Investor without restriction; (d) such securities shall haveceased to be outstanding; or (e) the Commission makes a definitive determination to the Companythat the Registrable Securities are saleable under Rule 144(k).     “**Registration Statement**” means a registration statement filed by the Company with theCommission in compliance with the Securities Act and the rules and regulations promulgatedthereunder for a public offering and sale of Common Stock (other than a registration statement onForm S-4 or Form S-8, or any successor forms, or any registration statement covering onlysecurities proposed to be issued in exchange for securities or assets of another entity).     “**Securities Act**” means the Securities Act of 1933, as amended, and the rules and regulationsof the Commission promulgated thereunder, all as the same shall be in effect at the time.     “**Underwriter**” means a securities dealer who purchases any Registrable Securities as principalin an underwritten offering and not as part of such dealer’s market-making activities.
 

 
     “**Warrants**” means the warrants to purchase an aggregate of 8,500,000 shares of Common Stockissued by the Company to certain Investors prior to the close hereof in connection with a privateplacement pursuant to (1) Warrant Subscription Agreement dated as of October 1, 2007 between theCompany and Scott LaPorta and (2) Warrant Subscription Agreement dated as of July 19, 2007 betweenthe Company and Hayground Cove Asset Management LLC, as amended.     II REGISTRATION RIGHTS.          A Demand Registration.          1 Request for Registration. At any time and from time to time beginning on orafter the Effective Date, the holders of a Majority-in-interest of the RegistrableSecurities held by the Investors or the transferees of the Investors, may make a writtendemand for registration under the Securities Act of all or part of their RegistrableSecurities (a “**Demand Registration**”). Any demand for a Demand Registration shall specify thenumber and type of Registrable Securities proposed to be sold and the intended method(s) ofdistribution thereof. The Company will notify all holders of Registrable Securities of thedemand, and each holder of Registrable Securities who wishes to include all or a portion ofsuch holder’s Registrable Securities in the Demand Registration (each such holder includingRegistrable Securities in such Demand Registration, a “**Demanding Holder**”) shall so notifythe Company within fifteen (15) days after the receipt by the holder of the notice from theCompany. Upon any such request, the Demanding Holders shall be entitled to have theirRegistrable Securities included in the Demand Registration, subject to Sections 2.1.3, 2.1.4and 3.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated toeffect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 inrespect of Registrable Securities.          2 Effective Registration. A registration will not count as a DemandRegistration until the Registration Statement filed with the Commission with respect to suchDemand Registration has been declared effective and the Company has complied with all of itsobligations under this Agreement with respect thereto; *provided, however*, that, if aftersuch Registration Statement has been declared effective, the offering of RegistrableSecurities pursuant to a Demand Registration is interfered with by any stop order orinjunction of the Commission or any other governmental agency or court, the RegistrationStatement with respect to such Demand Registration will be deemed not to have been declaredeffective, unless and until (i) such stop order or injunction is removed, rescinded orotherwise terminated, and (ii) a Majority-in-interest of the Demanding Holders thereafterelect to continue the offering; *provided, further*, that the Company shall not be obligatedto file a second Registration Statement until a Registration Statement that has been filedis counted as a Demand Registration or is terminated.          3 Underwritten Offering. If a Majority-in-interest of the Demanding Holders soelect and such holders so advise the Company as part of their written demand for a DemandRegistration, the offering of such Registrable Securities pursuant to such
 

 
Demand Registration shall be in the form of an underwritten offering. In such event,the right of any holder of Registrable Securities to include its Registrable Securities insuch registration shall be conditioned upon such holder’s participation in such underwritingand the inclusion of such holder’s Registrable Securities in the underwriting to the extentprovided herein. All Demanding Holders proposing to distribute their securities through suchunderwriting shall enter into an underwriting agreement in customary form with theUnderwriter or Underwriters selected for such underwriting by a Majority-in-interest of theholders initiating the Demand Registration.          4 Reduction of Offering. If the managing Underwriter or Underwriters for aDemand Registration that is to be an underwritten offering advises the Company and theDemanding Holders in writing that the dollar amount or number of Registrable Securitieswhich the Demanding Holders desire to sell, taken together with all other shares of CommonStock or other securities which the Company desires to sell and the shares of Common Stockor other Securities, if any, as to which registration has been requested pursuant to writtencontractual piggy-back registration rights held by other securityholders of the Company whodesire to sell, exceeds the maximum dollar amount or maximum number of securities that canbe sold in such offering without adversely affecting the proposed offering price, thetiming, the distribution method, or the probability of success of such offering (suchmaximum dollar amount or maximum number of securities as determined by the Company in itssole discretion, as applicable, the “**Maximum Number of Shares**”), then the Company shallinclude in such registration: (i) first, the Registrable Securities as to which DemandRegistration has been requested by the Demanding Holders (*pro rata*in accordance with thenumber of shares of Registrable Securities which such Demanding Holder has requested beincluded in such registration, regardless of the number of Registrable Securities held byeach Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii)second, to the extent that the Maximum Number of Shares has not been reached under theforegoing clause (i), the shares of Common Stock or other securities that the Companydesires to sell that can be sold without exceeding the Maximum Number of Shares; (iii)third, to the extent that the Maximum Number of Shares has not been reached under theforegoing clauses (i) and (ii), the shares of Common Stock or other securities for theaccount of other persons that the Company is obligated to register pursuant to writtencontractual arrangements (including, without limitation, any piggy-back registration rights)with such persons and that can be sold without exceeding the Maximum Number of Shares; and(iv) fourth, to the extent that the Maximum Number of Shares has not been reached under theforegoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities thatother securityholders desire to sell that can be sold without exceeding the Maximum Numberof Shares.          5 Withdrawal. If a Majority-in-interest of the Demanding Holders disapprove ofthe terms of any underwriting or are not entitled to include all of their RegistrableSecurities in any offering, such Majority-in-interest of the Demanding Holders may elect towithdraw from such offering by giving written notice to the Company and the Underwriter orUnderwriters of their request to withdraw prior to the effectiveness of the RegistrationStatement filed with the Commission with respect to such Demand Registration. In such event,the Company need not seek effectiveness of
 

 
such Registration Statement for the benefit of other Investors, unless otherwiserequired to do so. If the Majority-in-interest of the Demanding Holders withdraws from aproposed offering relating to a Demand Registration, then such registration shall not countas a Demand Registration provided for in Section 2.1.1.          B Piggy-Back Registration.          1 Piggy-Back Rights. If at any time on or after the Effective Date the Companyproposes to file a Registration Statement under the Securities Act with respect to anoffering of equity securities, or securities or other obligations exercisable orexchangeable for, or convertible into, equity securities, by the Company for its own accountor for securityholders of the Company for their accounts (or by the Company and bysecurityholders of the Company including, without limitation, pursuant to Section 2.1),other than a Registration Statement (i) filed in connection with any employee stock optionor other benefit plan, (ii) for an exchange offer or offering of securities solely to theCompany’s existing securityholders, (iii) for an offering of debt that is convertible intoequity securities of the Company or (iv) for a dividend reinvestment plan, then the Companyshall (x) give written notice of such proposed filing to the holders of RegistrableSecurities as soon as practicable but in no event less than fifteen (15) days before theanticipated filing date, which notice shall describe the amount and type of securities to beincluded in such offering, the intended method(s) of distribution, and the name of theproposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to theholders of Registrable Securities in such notice the opportunity to register the sale ofsuch number of shares of Registrable Securities as such holders may request in writingwithin five (5) days following receipt of such notice (a “**Piggy-Back Registration**”). TheCompany shall cause such Registrable Securities to be included in such registration andshall use its best efforts to cause the managing Underwriter or Underwriters of a proposedunderwritten offering to permit the Registrable Securities requested to be included in aPiggy-Back Registration to be included on the same terms and conditions as any similarsecurities of the Company and to permit the sale or other disposition of such RegistrableSecurities in accordance with the intended method(s) of distribution thereof. All holders ofRegistrable Securities proposing to distribute their securities through a Piggy-BackRegistration that involves an Underwriter or Underwriters shall enter into an underwritingagreement in customary form with the Underwriter or Underwriters selected for suchPiggy-Back Registration.          2 Reduction of Offering. If the managing Underwriter or Underwriters for aPiggy-Back Registration that is to be an underwritten offering advises the Company and theholders of Registrable Securities in writing that the dollar amount or number of shares ofCommon Stock or other securities which the Company desires to sell, taken together with            shares of Common Stock or other securities, if any, as to which registration has beendemanded pursuant to written contractual arrangements with persons other than the holders ofRegistrable Securities hereunder, the Registrable Securities as to which registration hasbeen requested under this Section 2.2, and the shares of Common Stock or other securities,if any, as to which registration has been requested pursuant to the written contractualpiggy-back registration rights of other
 

 
securityholders of the Company, exceeds the Maximum Number of Shares, then the Companyshall include in any such registration:          iIf the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that canbe sold without exceeding the Maximum Number of Shares; (B) second, to the extentthat the Maximum Number of Shares has not been reached under the foregoing clause(A), the shares of Common Stock and other securities, if any, including theRegistrable Securities, as to which registration has been requested pursuant towritten contractual piggy-back registration rights of security holders (pro rata inaccordance with the number of shares of Common Stock and other securities which eachsuch person has actually requested to be included in such registration, regardlessof the number of shares of Common Stock and other securities with respect to whichsuch persons have the right to request such inclusion) that can be sold withoutexceeding the Maximum Number of Shares; and          ii If the registration is a “demand” registration undertaken at the demand ofpersons other than the holders of Registrable Securities pursuant to writtencontractual arrangements with such persons, (A) first, the shares of Common Stockand other securities for the account of the demanding persons that can be soldwithout exceeding the Maximum Number of Shares; (B) second, to the extent that theMaximum Number of Shares has not been reached under the foregoingclause (A), the shares of Common Stock or other securities that the Company desires to sell that canbe sold without exceeding the Maximum Number of Shares; and (C) third, to the extentthat the Maximum Number of Shares has not been reached under the foregoing clauses(A) and (B), the Registrable Securities as to which registration has been requestedunder this Section 2.2 (*pro rata*in accordance with the number of shares ofRegistrable Securities which each such person has actually requested to be includedin such registration, regardless of the number of shares of Common Stock and othersecurities with respect to which such persons have the right to request suchinclusion by such holder); and (D) fourth, to the extent that the Maximum Number ofShares has not been reached under the foregoing clauses (A), (B) and (C), the sharesof Common Stock or other securities that other securityholders desire to sell thatcan be sold without exceeding the Maximum Number of Shares.          3 Withdrawal. Any holder of Registrable Securities may elect to withdraw suchholder’s request for inclusion of Registrable Securities in any Piggy-Back Registration bygiving written notice to the Company of such request to withdraw prior to the effectivenessof the Registration Statement. The Company (whether on its own determination or as a resultof the withdrawal by persons making a demand pursuant to written contractual obligations)may also elect to withdraw a registration statement at any time prior to the effectivenessof the Registration Statement. Notwithstanding any such withdrawal, the Company shall payall expenses incurred by the holders of Registrable Securities in connection with suchPiggy-Back Registration as provided in Section 3.3.
 

 
          C Registrations on Form S-3. The holders of Registrable Securities may at any timeand from time to time beginning on or after the Effective Date, request in writing that theCompany register the resale of any or all of such Registrable Securities on Form S-3 or anysimilar short-form registration which may be available at such time (“**Form S-3**”); *provided,however,*that the Company shall not be obligated to effect such request through an underwrittenoffering. Upon receipt of such written request, the Company will promptly give written notice ofthe proposed registration to all other holders of Registrable Securities, and, as soon aspracticable thereafter, effect the registration of all or such portion of such holder’s orholders’ Registrable Securities as are specified in such request, together with all or suchportion of the Registrable Securities of any other holder or holders joining in such request asare specified in a written request given within five (5) days after receipt of such writtennotice from the Company; *provided, however*, that the Company shall not be obligated to effectany such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for suchoffering; or (ii) if the holders of the Registrable Securities, together with the holders of anyother securities of the Company entitled to inclusion in such registration, propose to sellRegistrable Securities and such other securities at any aggregate price to the public of lessthan $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted asDemand Registrations effected pursuant to Section 2.1.          D No Net Cash Settlement Value. In no event will the holders of RegistrableSecurities be entitled to receive a net cash settlement or other consideration in lieu ofphysical settlement in shares of Common Stock, regardless of whether the Common Stock (or CommonStock underlying the Registrable Securities) is registered pursuant to an effective RegistrationStatement.     III REGISTRATION PROCEDURES.          A Filings; Information. Whenever the Company is required to effect theregistration of any Registrable Securities pursuant to Section 2, the Company shall use its bestefforts to effect the registration and sale of such Registrable Securities in accordance withthe intended method(s) of distribution thereof as expeditiously as practicable, and inconnection with any such request:          1 Filing Registration Statement. The Company shall, as expeditiously aspossible and in any event within sixty (60) days after receipt of a request for a DemandRegistration pursuant to Section 2.1, prepare and file with the Commission a RegistrationStatement on any form for which the Company then qualifies or which counsel for the Companyshall deem appropriate and which form shall be available for the sale of all RegistrableSecurities to be registered thereunder in accordance with the intended method(s) ofdistribution thereof, and shall use its best efforts to cause such Registration Statement tobecome and remain effective for the period required by Section 3.1.3; *provided, however*,that the Company shall have the right to defer any Demand Registration for up to thirty (30)days, and any Piggy-Back Registration for such period as may be applicable to deferment ofany demand registration to which such Piggy-Back Registration relates, in each case if theCompany shall furnish to the holders a certificate signed by the Chief Executive Officer ofthe Company stating that, in the good faith judgment of the Board of Directors of theCompany, it would be materially detrimental to
 

 
the Company and its stockholders for such Registration Statement to be effected at suchtime; *provided further, however*, that the Company shall not have the right to exercise theright set forth in the immediately preceding proviso more than once in any 365-day period inrespect of a Demand Registration hereunder.          2 Amendments and Supplements. The Company shall prepare and file with theCommission such amendments, including post-effective amendments, and supplements to suchRegistration Statement and the prospectus used in connection therewith as may be necessaryto keep such Registration Statement effective and in compliance with the provisions of theSecurities Act until all Registrable Securities and other securities covered by suchRegistration Statement have been disposed of in accordance with the intended method(s) ofdistribution set forth in such Registration Statement (which period shall not exceed the sumof one hundred eighty (180) days plus any period during which any such disposition isinterfered with by any stop order or injunction of the Commission or any governmental agencyor court) or such securities have been withdrawn.          3 Notification. After the filing of a Registration Statement, the Companyshall promptly, and in no event more than two (2) business days after such filing, notifythe holders of Registrable Securities included in such Registration Statement of suchfiling, and shall further notify such holders promptly and confirm such advice in writing inall events within two (2) business days of the occurrence of any of the following: (i) whensuch Registration Statement becomes effective; (ii) when any post-effective amendment tosuch Registration Statement becomes effective; (iii) the issuance or threatened issuance bythe Commission of any stop order (and the Company shall take all actions required to preventthe entry of such stop order or to remove it if entered); and (iv) any request by theCommission for any amendment or supplement to such Registration Statement or any prospectusrelating thereto or for additional information or of the occurrence of an event requiringthe preparation of a supplement or amendment to such prospectus so that, as thereafterdelivered to the purchasers of the securities covered by such Registration Statement, suchprospectus will not contain an untrue statement of a material fact or omit to state anymaterial fact required to be stated therein or necessary to make the statements therein notmisleading, and promptly make available to the holders of Registrable Securities included insuch Registration Statement any such supplement or amendment.          4 State Securities Laws Compliance. The Company shall use its best efforts toregister or qualify the Registrable Securities covered by the Registration Statement undersuch securities or “blue sky” laws of such jurisdictions in the United States as the holdersof Registrable Securities included in such Registration Statement (in light of theirintended plan of distribution) may request.          5 Agreements for Disposition. The Company shall enter into customaryagreements (including, if applicable, an underwriting agreement in customary form) and takesuch other actions as are reasonably required in order to expedite or facilitate thedisposition of such Registrable Securities. The representations, warranties and covenants ofthe Company in any underwriting agreement which are made to or for
 

 
the benefit of any Underwriters, to the extent applicable, shall also be made to andfor the benefit of the holders of Registrable Securities included in such registrationstatement. No holder of Registrable Securities included in such registration statement shallbe required to make any representations or warranties in the underwriting agreement except,if applicable, with respect to such holder’s organization, good standing, authority, titleto Registrable Securities, lack of conflict of such sale with such holder’s materialagreements and organizational documents, and with respect to written information relating tosuch holder that such holder has furnished in writing expressly for inclusion in suchRegistration Statement. Holders of Registrable Securities shall agree to such covenants andindemnification and contribution obligations for selling stockholders as are customarilycontained in agreements of that type. Further, such holders shall cooperate fully in thepreparation of the registration statement and other documents relating to any offering inwhich they include securities pursuant to Section 2 hereof; *provided*, *however*, that suchcooperation shall be limited to furnishing to the Company such information regarding itself,the Registrable Securities held by such holder and the intended method of disposition ofsuch securities as shall be reasonably required to effect the registration of theRegistrable Securities.          6 Cooperation. The principal executive officer of the Company, the principalfinancial officer of the Company, the principal accounting officer of the Company and allother officers and members of the management of the Company shall cooperate fully in anyoffering of Registrable Securities hereunder, which cooperation shall include, withoutlimitation, the preparation of the Registration Statement with respect to such offering andall other offering materials and related documents, and participation in meetings withUnderwriters, attorneys, accountants and potential investors.          7 Records. The Company shall make available for inspection by the holders ofRegistrable Securities included in such Registration Statement, any Underwriterparticipating in any disposition pursuant to such registration statement and any attorney,accountant or other professional retained by any holder of Registrable Securities includedin such Registration Statement or any Underwriter, all financial and other records,pertinent corporate documents and properties of the Company, as shall be necessary to enablethem to exercise their due diligence responsibility, and cause the Company’s officers,directors and employees to supply all information reasonably requested by any of them inconnection with such Registration Statement.          8 Opinions and Comfort Letters. The Company shall furnish to each holder ofRegistrable Securities included in any Registration Statement a signed counterpart,addressed to such holder, of (i) any opinion of counsel to the Company delivered to anyUnderwriter, and (ii) any comfort letter from the Company’s independent public accountantsdelivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter,the Company shall furnish to each holder of Registrable Securities included in suchRegistration Statement, at any time that such holder elects to use a prospectus, an opinionof counsel to the Company to the effect that the Registration Statement containing suchprospectus has been declared effective and that no stop order is in effect.
 

 
          9 Listing. The Company shall use its best efforts to cause all RegistrableSecurities included in any registration to be listed on such exchanges or otherwisedesignated for trading in the same manner as similar securities issued by the Company arethen listed or designated or, if no such similar securities are then listed or designated,in a manner satisfactory to the holders of a Majority-in-interest of the RegistrableSecurities included in such registration.          B Obligation to Suspend Distribution. Upon receipt of any notice from the Companyof the happening of any event of the kind described in Section 3.1.4(iv), or, in the case of aresale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by theCompany, pursuant to a written insider trading compliance program adopted by the Company’s Boardof Directors, of the ability of all “insiders” covered by such program to transact in theCompany’s securities because of the existence of material non-public information, each holder ofRegistrable Securities included in any registration shall immediately discontinue disposition ofsuch Registrable Securities pursuant to the Registration Statement covering such RegistrableSecurities until such holder receives the supplemented or amended prospectus contemplated bySection 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’ssecurities is removed, as applicable, and, if so directed by the Company, each such holder willdeliver to the Company all copies, other than permanent file copies then in such holder’spossession, of the most recent prospectus covering such Registrable Securities at the time ofreceipt of such notice.          C Registration Expenses. The Company shall bear all costs and expenses incurred inconnection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registrationpursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, andall expenses incurred in performing or complying with its other obligations under thisAgreement, whether or not the Registration Statement becomes effective, including, withoutlimitation: (i) all registration and filing fees; (ii) fees and expenses of compliance withsecurities or “blue sky” laws (including fees and disbursements of counsel in connection withblue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) theCompany’s internal expenses (including, without limitation, all salaries and expenses of itsofficers and employees); (v) the fees and expenses incurred in connection with the listing ofthe Registrable Securities as required by Section 3.1.9; (vi) Financial Industry RegulatoryAuthority, Inc. fees; (vii) fees and disbursements of counsel for the Company and fees andexpenses for independent certified public accountants retained by the Company (including theexpenses or costs associated with the delivery of any opinions or comfort letters requestedpursuant to Section 3.1.8); (viii) the fees and expenses of any special experts retained by theCompany in connection with such registration; and (ix) the fees and expenses of one legalcounsel selected by the holders of a Majority-in-interest of the Registrable Securities includedin such registration. The Company shall have no obligation to pay any underwriting discounts orselling commissions attributable to the Registrable Securities being sold by the holdersthereof, which underwriting discounts or selling commissions shall be borne solely by suchholders. Additionally, in an underwritten offering, all selling securityholders and the Companyshall bear the expenses of the underwriter *pro rata*in proportion to the respective dollaramount of securities each is selling in such offering.
 

 
          D Information. The holders of Registrable Securities shall provide suchinformation as may reasonably be requested by the Company, or the managing Underwriter, if any,in connection with the preparation of any Registration Statement, including amendments andsupplements thereto, in order to effect the registration of any Registrable Securities under theSecurities Act pursuant to Section 2 and in connection with the Company’s obligation to complywith federal and applicable state securities laws.          E Holder Obligations. No holder of Registrable Securities may participate in anyunderwritten offering pursuant to this Section 3 unless such holder (i) agrees to sell only suchholder’s Registrable Securities on the basis reasonably provided in any underwriting agreement,and (ii) completes, executes and delivers any and all questionnaires, powers of attorney,custody agreements, indemnities, underwriting agreements and other documents reasonably requiredby or under the terms of any underwriting agreement or as reasonably requested by the Company.     IV INDEMNIFICATION AND CONTRIBUTION.          A Indemnification by the Company. The Company agrees to indemnify and hold harmlesseach Investor and each other holder of Registrable Securities, and each of their respectiveofficers, employees, affiliates, directors, partners, members, attorneys and agents, and eachperson, if any, who controls an Investor and each other holder of Registrable Securities (withinthe meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an“**Investor Indemnified Party**”), from and against any expenses, losses, judgments, claims, damagesor liabilities, whether joint or several, arising out of or based upon any untrue (or allegedlyuntrue) statement of a material fact contained in any Registration Statement under which thesale of such Registrable Securities was registered under the Securities Act, any preliminaryprospectus, free writing prospectus, final prospectus or summary prospectus contained in theRegistration Statement, or any amendment or supplement to such Registration Statement, orarising out of or based upon any omission (or alleged omission) to state a material factrequired to be stated therein or necessary to make the statements therein not misleading, or anyviolation by the Company of the Securities Act or any rule or regulation promulgated thereunderapplicable to the Company and relating to action required of the Company in connection with anysuch registration; and the Company shall promptly reimburse the Investor Indemnified Party forany reasonable legal and any other reasonable expenses incurred by such Investor IndemnifiedParty in connection with defending any such expense, loss, judgment, claim, damage, liability oraction; *provided, however,*that the Company will not be liable in any such case to the extentthat any such expense, loss, claim, damage or liability arises out of or is based upon anyuntrue statement or allegedly untrue statement or omission or alleged omission made in suchRegistration Statement, preliminary prospectus, free writing prospectus, final prospectus, orsummary prospectus, or any such amendment or supplement, in reliance upon and in conformity withinformation furnished to the Company, in writing, by such selling holder expressly for usetherein.          B Indemnification by Holders of Registrable Securities. Each selling holder ofRegistrable Securities will, in the event that any registration is being effected under theSecurities Act pursuant to this Agreement of any Registrable Securities held by such selling
 

 
holder, indemnify and hold harmless the Company, each of its directors and officers andeach underwriter (if any), and each other person, if any, who controls the Company or suchunderwriter within the meaning of Section 15 of the Securities Act or Section 20 of the ExchangeAct, against any losses, claims, judgments, damages or liabilities, whether joint or several,insofar as such losses, claims, judgments, damages or liabilities (or actions in respectthereof) arise out of or are based upon any untrue statement or allegedly untrue statement of amaterial fact contained in any Registration Statement under which the sale of such RegistrableSecurities was registered under the Securities Act, any preliminary prospectus, final prospectusor summary prospectus contained in the Registration Statement, or any amendment or supplement tothe Registration Statement, or arise out of or are based upon any omission or the allegedomission to state a material fact required to be stated therein or necessary to make thestatement therein not misleading, if the statement or omission was made in reliance upon and inconformity with information furnished in writing to the Company by such selling holder expresslyfor use therein, and shall reimburse the Company, its directors and officers, and each suchcontrolling person for any legal or other expenses reasonably incurred by any of them inconnection with investigation or defending any such loss, claim, damage, liability or action.Each selling holder’s indemnification obligations hereunder shall be several and not joint andshall be limited to the amount of any net proceeds actually received by such selling holder inconnection with the sale of the Registrable Securities by such selling holder pursuant to theRegistration Statement containing such untrue statement or allegedly untrue statement.          C Conduct of Indemnification Proceedings. Promptly after receipt by any person ofany notice of any loss, claim, damage or liability or any action in respect of which indemnitymay be sought pursuant to Section 4.1 or 4.2, such person (the “**Indemnified Party**”) shall, if aclaim in respect thereof is to be made against any other person for indemnification hereunder,promptly notify such other person (the “**Indemnifying Party**”) in writing of the loss, claim,judgment, damage, liability or action; *provided, however*, that the failure by the IndemnifiedParty to notify the Indemnifying Party shall not relieve the Indemnifying Party from anyliability which the Indemnifying Party may have to such Indemnified Party hereunder, except andsolely to the extent the Indemnifying Party is actually prejudiced by such failure. If theIndemnified Party is seeking indemnification with respect to any claim or action brought againstthe Indemnified Party, then the Indemnifying Party shall be entitled to participate in suchclaim or action, and, to the extent that it elects, jointly with all other Indemnifying Parties,to assume control of the defense thereof with counsel satisfactory to the Indemnified Party.After notice from the Indemnifying Party to the Indemnified Party of its election to assumecontrol of the defense of such claim or action, the Indemnifying Party shall not be liable tothe Indemnified Party for any legal or other expenses subsequently incurred by the IndemnifiedParty in connection with the defense thereof other than reasonable costs of investigation;*provided*, *however*, that in any action in which both the Indemnified Party and the IndemnifyingParty are named as defendants, the Indemnified Party shall have the right to employ separatecounsel (but no more than one such separate counsel) to represent the Indemnified Party and itscontrolling persons who may be subject to liability arising out of any claim in respect of whichindemnity may be sought by the Indemnified Party against the Indemnifying Party, with the feesand expenses of such counsel to be paid by such Indemnifying Party if, based upon the writtenopinion of counsel of such Indemnified Party, representation of both parties by the same counselwould be
 

 
inappropriate due to actual or potential differing interests between them. No IndemnifyingParty shall, without the prior written consent of the Indemnified Party, consent to entry ofjudgment or effect any settlement of any claim or pending or threatened proceeding in respect ofwhich the Indemnified Party is or could have been a party and indemnity could have been soughthereunder by such Indemnified Party, unless such judgment or settlement includes anunconditional release of such Indemnified Party from all liability arising out of such claim orproceeding.          D Contribution.          1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 isunavailable to any Indemnified Party in respect of any loss, claim, damage, liability oraction referred to herein, then each such Indemnifying Party, in lieu of indemnifying suchIndemnified Party, shall contribute to the amount paid or payable by such Indemnified Partyas a result of such loss, claim, damage, liability or action in such proportion as isappropriate to the relative fault of the Indemnified Parties and the Indemnifying Parties inconnection with the actions or omissions which resulted in such loss, claim, damage,liability or action, as well as any other relevant equitable considerations. The relativefault of any Indemnified Party and any Indemnifying Party shall be determined by referenceto, among other things, whether the untrue or alleged untrue statement of a material fact orthe omission or alleged omission to state a material fact relates to information supplied bysuch Indemnified Party or such Indemnifying Party and the parties’ relative intent,knowledge, access to information and opportunity to correct or prevent such statement oromission.          2 The parties hereto agree that it would not be just and equitable if contributionpursuant to this Section 4.4 were determined by *pro rata*allocation or by any other methodof allocation which does not take account of the equitable considerations referred to in theimmediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party as aresult of any loss, claim, damage, liability or action referred to in the immediatelypreceding paragraph shall be deemed to include, subject to the limitations set forth above,any legal or other expenses incurred by such Indemnified Party in connection withinvestigating or defending any such action or claim. Notwithstanding the provisions of thisSection 4.4, no holder of Registrable Securities shall be required to contribute any amountin excess of the dollar amount of the net proceeds (after payment of any underwriting fees,discounts, commissions or taxes) actually received by such holder from the sale ofRegistrable Securities which gave rise to such contribution obligation. No person guilty offraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)shall be entitled to contribution from any person who was not guilty of such fraudulentmisrepresentation.       V OTHER COVENANTS.          A Rule 144. The Company covenants that it shall file any reports required to befiled by it under the Securities Act and the Exchange Act and shall take such further action asthe holders of Registrable Securities may reasonably request, all to the extent required fromtime to time to enable such holders to sell Registrable Securities without
 

 
registration under the Securities Act within the limitation of the exemptions provided byRule 144 under the Securities Act, as such Rule may be amended from time to time, or any similarRule or regulation (but not Rule 144A) hereafter adopted by the Commission.VI MISCELLANEOUS.     A Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties andobligations of the Company hereunder may not be assigned or delegated by the Company in whole or inpart. This Agreement and the rights, duties and obligations of the holders of RegistrableSecurities hereunder may be freely assigned or delegated by such holder of Registrable Securitiesin conjunction with and to the extent of any transfer of Registrable Securities by any such holderin accordance with applicable law. This Agreement and the provisions hereof shall be binding uponand shall inure to the benefit of each of the parties and their respective successors and thepermitted assigns of the Investor or holder of Registrable Securities or of any assignee of theInvestor or holder of Registrable Securities. This Agreement is not intended to confer any rightsor benefits on any persons that are not party hereto other than as expressly set forth in Article 4and this Section 6.1.     B Notices. All notices, demands, requests, consents, approvals or other communications(collectively, “**Notices**”) required or permitted to be given hereunder or which are given withrespect to this Agreement shall be in writing and shall be personally served, sent by registered orcertified mail, return receipt requested, or sent by reputable air courier service with chargesprepaid, addressed as set forth below, or to such other address as such party shall have specifiedmost recently by written notice provided in accordance with this Section 6.2. Notice shall bedeemed given on the date of service if served personally, on the third business day afterregistration or certification, if sent by registered or certified mail, or on the next business dayfollowing timely delivery of such notice to a reputable air courier service with an order fornext-day delivery, if sent by such courier service.     If to the Company:     Global Consumer Acquisition Corp.     1370 Avenue of the Americas     28th Floor     New York, New York 10019     Attn: Chief Executive Officer     Fax: (212) 445-7800     with a copy to:
 

 
     Proskauer Rose LLP     1585 Broadway     New York, New York 10036     Attn: Jeffrey Horwitz, Esq.     Fax: (212) 969-2900     If to an Investor, to the attention of the Investor at the address set forth opposite his,her or its respective name on the signature page hereto.          C Severability. This Agreement shall be deemed severable, and the invalidity orunenforceability of any term or provision hereof shall not affect the validity or enforceabilityof this Agreement or of any other term or provision hereof. Furthermore, in lieu of any suchinvalid or unenforceable term or provision, the parties hereto intend that there shall be addedas a part of this Agreement a provision as similar in terms to such invalid or unenforceableprovision as may be possible and be valid and enforceable.          D Counterparts; Facsimile Signatures. This Agreement may be executed in one or morecounterparts, all of which when taken together shall be considered one and the same agreementand shall become effective when counterparts have been signed by each party and delivered to theother party, it being understood that all parties need not sign the same counterpart. In theevent that any signature is delivered by facsimile transmission or by e-mail delivery of a“.pdf” format data file, such signature shall create a valid and binding obligation of the partyexecuting (or on whose behalf such signature is executed) with the same force and effect as ifsuch facsimile or “.pdf” signature page were an original thereof.          E Entire Agreement. This Agreement (including all agreements entered into pursuanthereto and all certificates and instruments delivered pursuant hereto and thereto) constitutethe entire agreement of the parties with respect to the subject matter hereof and supersede allprior and contemporaneous agreements, representations, understandings, negotiations anddiscussions between the parties, whether oral or written.          F Modifications and Amendments. No amendment, modification or termination of thisAgreement shall be binding upon any party unless executed in writing by such party.          G Titles and Headings. Titles and headings of sections of this Agreement are forconvenience only and shall not affect the construction of any provision of this Agreement.          H Waivers and Extensions. Any party to this Agreement may waive any right, breachor default which such party has the right to waive, *provided*that such waiver will not beeffective against the waiving party unless it is in writing, is signed by such party,
 

 
and specifically refers to this Agreement. Waivers may be made in advance or after theright waived has arisen or the breach or default waived has occurred. Any waiver may beconditional. No waiver of any breach of any agreement or provision herein contained shall bedeemed a waiver of any preceding or succeeding breach thereof nor of any other agreement orprovision herein contained. No waiver or extension of time for performance of any obligations oracts shall be deemed a waiver or extension of the time for performance of any other obligationsor acts.          I Governing Law. This Agreement shall be governed by, interpreted under, andconstrued in accordance with the internal laws of the State of New York applicable to agreementsmade and to be performed within the State of New York, without giving effect to anychoice-of-law provisions thereof that would compel the application of the substantive laws ofany other jurisdiction.          J Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waivesthe right to a trial by jury in any action, suit, counterclaim or other proceeding (whetherbased on contract, tort or otherwise) arising out of, connected with or relating to thisAgreement, the transactions contemplated hereby, or the actions of any Investor in thenegotiation, administration, performance or enforcement hereof.[The remainder of this page intentionally left blank. Signature pages to follow.]
 

 
     IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executedand delivered by their duly authorized representatives as of the date first written above.         **GLOBAL CONSUMER ACQUISITION CORP.,**a    Delaware corporation           By: