EX-10.2









Exhibit 10.2









August 13, 2009




Global Consumer Acquisition Corporation

1370 Avenue of the Americas

New York, NY

Attention: Daniel B. Silvers, President




     Re:    Nonvoting Equity Interests in Bank Holding Company


Mr. Silvers:




     Reference is made to that certain Amended and Restated Warrant Agreement, dated July 20, 2009,
between Global Consumer Acquisition Corp. (“GCAC”) and Continental Stock Transfer and Trust
Company, as warrant agent (the “Warrant Agreement”). Pursuant to Section 3.3.5 of the Warrant
Agreement, (i) any GCAC warrant (“Warrant”) held by GCAC’s sponsor, Hayground Cove Asset Management
LLC (“Hayground Cove”), shall not be exercisable at any time while under the control of Hayground
Cove or its affiliates, (ii) Hayground Cove must notify any transferee receiving such Warrants
that the transferee may be subject to the Bank Holding Company Act and the Change in Bank Control
Act, federal banking law statutes that can require prior notice to a federal bank regulatory agency
and prior approval from such federal bank regulatory agency, and (iii) prior to any transfer of any
such Warrants by Hayground Cove, Hayground Cove must obtain an opinion of bank regulatory counsel
that the transfer of such Warrants will not make the transferee a bank holding company for purposes
of the Bank Holding Company Act or subject the transferee to prior approval of the Federal Reserve
Board under the Change in Bank Control Act.



     This letter agreement hereby sets forth a further agreement between GCAC and Hayground Cove
with respect to any Warrants held by Hayground Cove or its affiliates at any time to ensure that
Hayground Cove or its affiliates do not, at any time, exercise significant control over the voting
securities of GCAC’s bank holding company successor, Western Liberty Bancorp (“WLBC”).



     For good and valuable consideration, the parties hereto desire and intend to be legally bound,
as follows:



     1. Hayground Cove or its affiliates shall not transfer any Warrants to any unaffiliated third
party transferee; provided, however, that Hayground Cove or its affiliates may
effect such a transfer to an unaffiliated third party transferee if: (i) the transfer is part of a
widespread public distribution of Hayground Cove’s or any of its affiliates’ Warrants; (ii) the transferee controls more than 50% of
WLBC’s voting securities without any transfer from Hayground Cove or any of its affiliates; or (iii) the Warrants transferred
to a transferee (or group of associated transferees) would not constitute two percent (2%) or more of any class of WLBC’s voting securities.





 









 






     3. Hayground Cove hereby acknowledges that the aggregate gross proceeds from GCAC’s initial
public offering (“IPO”), including the proceeds received upon the consummation of the
exercise of the over-allotment option, and proceeds received from a private placement that closed
simultaneously with the first closing of the IPO, including any accrued interest not released to
GCAC in accordance with the terms of the IPO was placed in a trust account (the “Trust Account”)
for the benefit of the GCAC’s public stockholders. Hayground Cove further hereby acknowledges and
agrees that Hayground Cove does not have any right, title, interest or claim of any kind in or to
any monies the Trust Account established by GCAC (“Claim”) and hereby waives any Claim
Hayground Cove may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with GCAC, including this letter agreement and any transactions
contemplated hereby, and will not seek recourse against the Trust Account for any reason
whatsoever.



     For the avoidance of any doubt, this agreement between GCAC and Hayground Cove does
not modify or amend in any way the Warrant Agreement.



[Remainder of Page Intentionally Left Blank]






 









 





	 	 	 	 	 	 	 
	 	 	Sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	HAYGROUND COVE ASSET	 	 
	 	 	MANAGEMENT LLC	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jason N. Ader	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jason N. Ader	 	 
	 

	 	Title:
	 	Sole Member	 	 






	 	 	 	 	 
	Accepted and agreed:	 	 
	 
	 	 	 	 
	GLOBAL CONSUMER ACQUISITION CORP.	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Daniel B. Silvers 

Daniel B. Silvers
	 	 
	Title:

	 	President