EX-4.1






Exhibit 4.1




EXECUTION COPY




AMENDED AND RESTATED WARRANT AGREEMENT




     This Amended and Restated Warrant Agreement (this “Warrant Agreement”) is made as of July 20,
2009 between Global Consumer Acquisition Corp., a Delaware corporation, with offices at 1370 Avenue
of the Americas, 28th Floor, New York, New York 10019 (the “Company”), and Continental Stock
Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New
York 10004 (the “Warrant Agent”) and amends and restates that certain Warrant Agreement dated as of
November 27, 2007 between the Company and the Warrant Agent (the “Original Warrant Agreement”).



     WHEREAS, the Company engaged in a public offering (the “Public Offering”) of units (the
“Units”) on November 20, 2007 and, in connection therewith, issued 31,948,850 (including the over
allotment option) warrants to the public investors (the “Public Warrants” and, together with the
Insider Warrants (as defined below), the “Warrant(s)”), each of such Warrants evidencing the right
of the holder thereof to purchase one share of common stock, par value $.0001 per share, of the
Company (the “Common Stock”) for $12.50 per share (as amended under this Warrant Agreement) for the
Public Warrants and the Insider Warrants in each case subject to adjustments as described herein;



     WHEREAS, the Company has filed, with the Securities and Exchange Commission (the “SEC”), a
registration statement, No. 333-144799, on Form S-1 (the “Registration Statement”) for the
registration, under the Securities Act of 1933, as amended (the “Act”), of, among other securities,
the Public Warrants, and the Common Stock issuable upon exercise of the Public Warrants;



     WHEREAS, the Company issued 8,500,000 warrants in an insider private placement immediately
prior to the Public Offering, which warrants (the “Private Warrants”) are identical to the Public
Warrants, subject to certain exceptions, as set forth in the Registration Statement and this
Warrant Agreement;



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants;



     WHEREAS, the Company has entered into (i) a Merger Agreement (the “1st Commerce Merger
Agreement”), with WL Interim Bank, a Nevada corporation, 1st Commerce Bank, a Nevada-chartered
non-member bank, Capitol Development Bancorp Limited V, a Michigan corporation and Capitol Bancorp
Limited, a Michigan corporation, which provides for the merger of 1st Commerce Merger Sub with and
into 1st Commerce Bank, with 1st Commerce Bank being the surviving entity and becoming GCAC’s
wholly-owned subsidiary and (ii) together with 1st Commerce Bank as assignee, an Asset Purchase
Agreement (the “Colonial Asset Purchase Agreement”), with Colonial Bank, an Alabama banking
corporation, and wholly-owned subsidiary of The Colonial BancGroup, Inc., a Delaware corporation.
The transactions contemplated by the 1st Commerce Merger Agreement and the Colonial Asset Purchase
Agreement are referred to herein as the “Acquisitions”;



 









 





     WHEREAS, in connection with the Acquisitions, the Company and the holders of at least a
majority of the presently outstanding Warrants (each, a “Consenting Holder”) have agreed to amend
the Original Agreement pursuant to the letter agreement dated as of July 20, 2009 between the
Company and the Consenting Holders attached as Exhibit A hereto. (the “Letter Agreement”);



     WHEREAS, in order to help facilitate the necessary votes of the shareholders of the Company to
consummate the Acquisitions, Hayground Cove Asset Management LLC, the sponsor of the Company
(“Hayground Cove”), on behalf of itself and the funds, accounts and founders shares it or its
affiliates control, has entered into the Founders Shares Restructuring Agreement between Hayground
Cove and the Company substantially in the form attached as Exhibit B hereto (the “Founder
Shares Restructuring Agreement”) whereby Hayground Cove, on behalf of itself and the funds,
accounts and founders shares it or its affiliates control, has agreed to exchange at least 90% of
the outstanding founders shares in exchange for one (1) Warrant per founder share, which warrants
(the “Founders Exchange Warrants” and, together with the Private Warrants, the “Insider Warrants”)
are identical to the Public Warrants, subject to certain exceptions, as set forth in the
Registration Statement and this Warrant Agreement;



     WHEREAS, under the terms of the Founders Shares Restructuring Agreement and this Warrant
Agreement, Hayground Cove may exchange up to 7,987,214 founders shares for Insider Warrants;



     WHEREAS, the Company and the Consenting Holders wish to amend and restate the Original Warrant
Agreement in accordance with the terms and provisions hereof and have directed the Warrant Agent to
execute this Warrant Agreement;



     WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms
upon which they shall be issued and exercised, and the respective rights, limitation of rights and
immunities of the Company, the Warrant Agent and the holders of the Warrants;



     WHEREAS, all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the legally valid and binding obligations of the Company, and to
authorize the execution and delivery of this Warrant Agreement; and



     NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
agree as follows:


Section 1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to
act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the terms and conditions set forth in
this Warrant Agreement.



Section 2. Warrants.




     2.1 Form of Warrant. Each Warrant shall be issued in registered form only, shall be
in substantially the form of Exhibit C hereto (and in the case of the Insider Warrants,
with a



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legend in substantially the form of Exhibit C-1 hereto; in the case of any warrants
held by Hayground Cove, or any of its affiliates, with a legend in substantially the form of
Exhibit C-2 hereto; and all Warrants shall have a legend in substantially the form of
Exhibit C-3 hereto), the provisions of which are incorporated herein, and shall be signed
by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer,
President, Treasurer, Secretary or Assistant Secretary of the Company, and shall bear a facsimile
of the Company’s seal. In the event the person whose facsimile signature has been placed upon any
Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before
such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be
such at the date of issuance.



     2.2 Effect of Countersignature. Unless and until countersigned by the Warrant Agent
pursuant to this Warrant Agreement, a Warrant shall be invalid and of no effect and may not be
exercised by the holder thereof.



     2.3 Registration.




     2.3.1 Warrant Register. The Warrant Agent shall maintain books (“Warrant
Register”) for the registration of the original issuance and transfers of the Warrants.
Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company.




     2.3.2 Registered Holder. Prior to due presentment for registration of transfer
of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose
name such Warrant shall be registered upon the Warrant Register (“registered holder”) as the
absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any
notation of ownership or other writing on the warrant certificate made by anyone other than
the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all
other purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.



     2.4 Detachability of Warrants. The securities comprising the Units will not be
separately transferable until the fifth day (or as soon as practicable thereafter) after the
earlier to occur of (1) the expiration of the underwriters’ over-allotment option in the Public
Offering and (2) its exercise in full, but in no event will separate trading of the securities
comprising the Units be allowed until the Company (i) files a Current Report on Form 8-K which
includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of
the Public Offering and (ii) issues a press release announcing when such separate trading will
begin.



Section 3. Terms and Exercise of Warrants.




     3.1 Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent,
entitle the registered holder thereof, subject to the provisions of such Warrant and of this
Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $12.50 per whole share, subject to the adjustments provided in Section 4



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hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this
Warrant Agreement refers to the price per share at which Common Stock may be purchased at the time
a Warrant is exercised. The Company, in its sole discretion, may lower the Warrant Price at any
time prior to the Expiration Date (as defined below); provided, however, that any change in the
Warrant Price must apply identically in percentage terms to all of the Warrants, and provided
further that any reduction in Warrant Price must remain in effect for at least 20 business days.



     3.2 Duration of Warrants. A Warrant may be exercised only during the period
(“Exercise Period”) commencing on the later of (i) the completion of an acquisition by the Company
of one or more operating businesses or assets through a merger, capital stock exchange, asset or
stock acquisition, exchangeable share transaction or other similar business combination having
collectively a transaction value (as defined in the prospectus contained in the Registration
Statement) of at least 80% of the Company’s net assets at the time of the acquisition (a “Business
Combination”), and (ii) one year after the effective date of the Registration Statement, and
terminating at 5:00 p.m., New York City time on the earlier to occur of (i) seven years after the
closing of the Business Combination and (ii) the date fixed for redemption of the Warrants as
provided in Section 6 of this Warrant Agreement (the “Expiration Date”); provided, however, that
the Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock
in respect thereof unless, at the time a holder seeks to exercise the Warrants, a prospectus
relating to the Common Stock issuable upon exercise of the Warrants is current and the Common Stock
has been registered or qualified or deemed to be exempt under the securities laws of the state of
residence of the holder of the Warrants. Except with respect to the right to receive the
Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before the
Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
under this Warrant Agreement shall cease at the close of business on the Expiration Date. The
Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration
Date; provided, however, that any extension of the duration of the Warrants must apply equally to
all of the Warrants.



     3.3 Exercise of Warrants.




     3.3.1 Payment. Subject to the provisions of the Warrant and this Agreement, a
Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder
thereof by surrendering it, at the office of the Warrant Agent, or at the office of its
successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with
the subscription form, as set forth in the Warrant, duly executed, and by paying in full, in
lawful money of the United States, in cash, good certified check or good bank draft payable
to the order of the Company, the Warrant Price for each full share of Common Stock as to
which the Warrant is exercised and any and all applicable taxes due in connection with the
exercise of the Warrant, the exchange of the Warrant for the Common Stock, and the issuance
of the Common Stock.




     3.3.2 Issuance of Certificates. As soon as practicable after the exercise of
any Warrant and the clearance of the funds in payment of the Warrant Price, the Company
shall issue to the registered holder of such Warrant a certificate or certificates
representing the number of full shares of Common Stock to which he, she or it is entitled,



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registered in such name or names as may be directed by him, her or it, and, if such
Warrant shall not have been exercised in full, a new countersigned Warrant for the number of
shares as to which such Warrant shall not have been exercised. Notwithstanding the
foregoing, the Company shall not be obligated to deliver any securities pursuant to the
exercise of a Warrant unless a registration statement under the Act with respect to the
Common Stock issuable upon exercise is effective. Warrants may not be exercised by, or
securities issued to, any registered holder in any state in which such exercise or issuance
would be unlawful. In no event will the registered holder of a Warrant be entitled to
receive a net-cash settlement of the Warrants other than as set forth in Section 6.5 of this
Warrant Agreement. Accordingly, the Warrants may expire unexercised and worthless if a
current registration statement covering the Common Stock is not effective. In no event
shall the registered holder of a Warrant be entitled to receive any monetary damages if the
shares of Common Stock underlying the Warrants have not been registered by the Company
pursuant to an effective registration statement or if a current prospectus is not available
for delivery by the Warrant Agent; provided that the Company has fulfilled its obligation to
use its commercially reasonable efforts to effect such registration and ensure a current
prospectus is available for delivery by the Warrant Agent.




     3.3.3 Valid Issuance. All shares of Common Stock issued upon the proper
exercise of a Warrant in conformity with this Warrant Agreement shall be validly issued,
fully paid and non-assessable.




     3.3.4 Date of Issuance. Each person or entity in whose name any such
certificate for shares of Common Stock is issued shall, for all purposes, be deemed to have
become the holder of record of such shares on the date on which the Warrant was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment is a date when the stock
transfer books of the Company are closed, such person shall be deemed to have become the
holder of such shares at the close of business on the next succeeding date on which the
stock transfer books are open.




     3.3.5 Restrictions on Exercise.




     (a) No Warrant held by Hayground Cove or any of its affiliates will be
exercisable at any time while under Hayground Cove or its affiliates’ control.
Hayground Cove will notify any transferee that it is on notice 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. Prior
to any transfer by Hayground Cove, Hayground Cove will be required to obtain an
opinion of bank regulatory counsel that the transfer of 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.



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     (b) The Company shall not effect the exercise of Warrants, and each holder
shall not have the right to exercise its Warrants, to the extent that, after giving
effect to such exercise, such holder (together with such holder’s affiliates) would
beneficially own in excess of 9.99% (the “Maximum Percentage”) of the shares of
Common Stock outstanding immediately after giving effect to such exercise. For
purposes of the foregoing sentence, the aggregate number of shares of Common Stock
beneficially owned by such holder and its affiliates shall include the number of
shares of Common Stock issuable upon exercise of such holder’s Warrants with respect
to which the determination of such sentence is being made, but shall exclude shares
of Common Stock which would be issuable upon (x) exercise of the remaining,
unexercised portion of the Warrants beneficially owned by such holder and its
affiliates and (y) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by such holder and its
affiliates (including, without limitation, any convertible notes or convertible
preferred stock or warrants) subject to a limitation on conversion or exercise
analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended.
For purposes of the Warrants, in determining the number of outstanding shares of
Common Stock, each holder may rely on the number of outstanding shares of Common
Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-KSB, Form
10-Q, Form 10-QSB, Current Report on Form 8-K or other public filing with the SEC as
the case may be, (2) a more recent public announcement by the Company or (3) any
other notice by the Company or the transfer agent setting forth the number of shares
of Common Stock outstanding. For any reason at any time, upon the written or oral
request of any holder, the Company shall within two (2) Business Days confirm orally
and in writing to such holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company by
each holder and its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. By written notice to the Company, each holder
may from time to time increase or decrease the Maximum Percentage to any other
percentage specified in such notice; provided that any such increase will not be
effective until the sixty-first (61st) day after such notice is delivered to the
Company.



Section 4. Adjustments.




     4.1 Stock Dividends; Split-Ups. If, after the date hereof, and subject to the
provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by a
stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock, or
other similar event, then, on the effective date of such stock dividend, split-up or similar event,
the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in
proportion to such increase in outstanding shares of Common Stock. If, after the date hereof, and
subject to the provisions of Section 4.6 below, there is any cash dividend on the outstanding
shares of Common Stock, then, on the effective date of such cash dividend the number of shares



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of Common Stock issuable on exercise of each the Warrant Price shall be decreased in the
amount to such cash dividend; provided however, that no adjustment shall be required to be made
under this Section 4.1 with respect to cash dividends on or after the date the last sales price of
the Common Stock has been equal to or greater than $18.00 per share on each of twenty (20) trading
days within any thirty (30) trading day period.



     4.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of
Section 4.6, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination, reverse stock split or reclassification of shares of Common Stock or other similar
event, then, on the effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares of Common Stock issuable on exercise of
each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common
Stock.



     4.3 Adjustments in Exercise Price. Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.2
above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price,
immediately prior to such adjustment, by a fraction, (i) the numerator of which shall be the number
of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and (ii) the denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter.



     4.4 Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common Stock (other than a change
covered by Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of
Common Stock), or, in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or, in the case of any sale or conveyance to another corporation or entity
of the assets or other property of the Company as an entirety or substantially as an entirety, in
connection with which the Company is dissolved, the Warrant holders shall thereafter have the right
to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the Warrant holder would have received if such Warrant holder had exercised his, her or its
Warrant(s) immediately prior to such event; and if any reclassification also results in a change in
shares of Common Stock covered by Sections 4.1 or 4.2, then such adjustment shall be made pursuant
to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.



     4.5 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the
number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof
to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and
the increase or decrease, if any, in the number of shares purchasable at such price



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upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3 or 4.4 the Company shall give written notice to each Warrant holder, at the
last address set forth for such holder in the Warrant Register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event.



     4.6 No Fractional Shares. Notwithstanding any provision contained in this Warrant
Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants.
If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up to the nearest whole number the number of the shares of
Common Stock to be issued to the Warrant holder.



     4.7 Form of Warrant. The form of Warrant need not be changed because of any
adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same
Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant
to this Warrant Agreement. However, the Company may, at any time, in its sole discretion, make any
change in the form of Warrant that the Company may deem appropriate and that does not affect the
substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant or otherwise, may be in the form as so changed.



     4.8 Extraordinary Dividends. If the Company, at any time during the Exercise Period,
shall pay a dividend or make a distribution in cash, securities or other assets to the holders of
Common Stock (or other shares of the Company’s capital stock into which the Warrants are
convertible), other than (w) as described in Sections 4.1, 4.2 or 4.4, (x) regular quarterly or
other periodic dividends, (y) in connection with the conversion rights of the holders of Common
Stock upon consummation of a Business Combination or (z) in connection with the Company’s
liquidation and the distribution of its assets upon its failure to consummate a Business
Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such
Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the
Company’s Board of Directors in good faith) of any securities or other assets paid on each share of
Common Stock in respect of such Extraordinary Dividend.



     4.9 Notice of Certain Transactions. In the event that the Company shall (a) offer to
holders of its Common Stock rights to subscribe for or to purchase any securities convertible into
shares of Common Stock or shares of stock of any class or any other securities, rights or options,
(b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for
shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect
to the Common Stock, the Company shall send to the Warrant holders a notice of such action or
offer. Such notice shall be mailed to the registered holders at their addresses as they appear in
the Warrant Register, which shall specify the record date for the purposes of such dividend,
distribution or rights, or the date such issuance or event is to take place and the date of
participation therein by the holders of Common Stock, if any such date is to be fixed, and shall




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briefly indicate the effect of such action on the Common Stock and on the number and kind of any
other shares of stock and on other property, if any, and the number of shares of Common Stock and
other property, if any, issuable upon exercise of each Warrant and the Warrant Price after giving
effect to any adjustment pursuant to this Section 4 which would be required as a result of such
action. Such notice shall be given as promptly as practicable after the Company has taken any such
action.



Section 5. Transfer and Exchange of Warrants.




     5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from
time to time, of any outstanding Warrant into the Warrant Register, upon surrender of such Warrant
for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent.
The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time
upon the Company’s request.



     5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant
Agent, together with a written request for exchange or transfer, and, thereupon, the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the registered holder of
the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that, in the event a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent
shall not cancel such Warrant and shall issue new Warrants in exchange therefor until the Warrant
Agent has received an opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.



     5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any
registration of transfer or exchange which will result in the issuance of a warrant certificate for
a fraction of a warrant.



     5.4 Service Charges. No service charge shall be made for any exchange or registration
of transfer of Warrants.



     5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Warrant Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf
of the Company for such purpose.


Section 6. Redemption.




     6.1 Redemption. Subject to Section 6.4 hereof and the penultimate sentence of this
Section 6.1, all (and not less than all) of the outstanding Warrants may be redeemed, at the option
of the Company, at any time after they become exercisable and prior to their expiration, at the
office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $.01 per
Warrant (“Redemption Price”), provided that the last sales price of the Common Stock has been equal
to or greater than $21.00 per share (the “Trigger Price”) on each of twenty (20)



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trading days within any thirty (30) trading day period ending on the third business day prior to
the date on which notice of redemption is given. Notwithstanding the foregoing, the Company cannot
exercise its redemption rights pursuant to this Section 6 unless a registration statement is
effective with respect to the shares of Common Stock underlying the Warrants. For the avoidance
of doubt, the Company may redeem the Warrants only if there is an effective registration statement
with respect to the Common Stock to enable the exercise of the Warrants during the period specified
in Section 6.3 hereof.




     6.2 Date Fixed for, and Notice of Redemption. In the event the Company shall elect to
redeem all of the Warrants, the Company shall fix a date for the redemption. Notice of redemption
shall be mailed by first class mail, postage prepaid, by the Company not less than 30 days prior to
the date fixed for redemption to the registered holders of the Warrants to be redeemed at their
last addresses as they shall appear on the Warrant Register. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given on the date sent, whether or
not the registered holder received such notice. In the event of any adjustment to the Warrant
Price or the number of shares of Common Stock issuable on exercise of each Warrant as provided in
Section 4, a proportional adjustment shall be made to the Trigger Price.



     6.3 Exercise After Notice of Redemption. The Warrants may be exercised in accordance
with Section 3 of this Warrant Agreement at any time after notice of redemption shall have been
given by the Company pursuant to Section 6.2 hereof and prior to the time and date fixed for
redemption. On and after the redemption date, the record holder of the Warrants shall have no
further rights except to receive, upon surrender of the Warrants, the Redemption Price.



     6.4 Outstanding Warrants Only. The Company understands that the redemption rights
provided for by this Section 6 apply only to outstanding Warrants. To the extent a person holds
rights to purchase Warrants, such purchase rights shall not be extinguished by redemption.
However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon
such exercise, provided that the criteria for redemption is met.



     6.5 Cash Redemption. In the event there is not in place an effective registration
statement on the Expiration Date of the Warrants, the Warrants will remain outstanding and not
expire until 90 days after an effective Registration Statement is filed. If, within 90 days
following the Expiration Date the Company does not file an effective Registration Statement, the
Warrants will become exerciseable for cash consideration equal to the excess of the Market Value
over the Warrant Price multiplied by the number of Warrants exercised until such time as an
effective Registration Statement is filed. For the purposes of the foregoing, “Market Value” shall
equal the Volume Weighted Average Common Stock price as quoted by Bloomberg for the 10 trading days
prior to the Exercise Date.


Section 7. Other Provisions Relating to Rights of Holders of Warrants.




     7.1 No Rights as Stockholder. A Warrant does not entitle the registered holder
thereof to any of the rights of a stockholder of the Company, including, without limitation, the



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right to receive dividends, or other distributions, exercise any preemptive rights to vote or
to consent or to receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.




     7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,
mutilated or destroyed, the Company and the Warrant Agent may, on
such terms as to indemnify or
otherwise as they may in their discretion impose (which terms shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date
as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated or destroyed Warrant shall be at any time enforceable by anyone.



     7.3 Reservation of Common Stock. The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of Common Stock that will be sufficient to
permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.



     7.4 Registration of Common Stock. The Company agrees that, prior to the commencement
of the Exercise Period, it shall file with the SEC a post-effective amendment to the Registration
Statement or a new registration statement, for the registration under the Act of, and it shall take
such action as is necessary to qualify for sale, in those states in which the Public Warrants were
initially offered by the Company, the Common Stock issuable upon exercise of the Public Warrants.
In either case, the Company will use its commercially reasonable efforts to cause the same to
become effective on or prior to the commencement of the Exercise Period and use its commercially
reasonable efforts to maintain the effectiveness of such registration statement and ensure that a
current prospectus is on file with the SEC until the expiration of the Warrants in accordance with
the provisions of this Warrant Agreement. In addition, the Company agrees to use commercially
reasonable efforts to register such securities under the blue sky laws of the states of residence
of the exercising warrant holders to the extent an exemption is not available. Notwithstanding the
foregoing, a Warrant can expire unexercised regardless of whether a registration statement is
current under the Act with respect to the Common Stock issuable upon exercise of the Warrants.



     7.5 Delivery of Prospectus or Notice. Upon the exercise of any Warrant, if the
Company requests, the Warrant Agent shall deliver to the holder of such Warrant, prior to or
concurrently with the delivery of the shares of Common Stock issued upon such exercise, in
accordance with the Company’s request, either (i) a prospectus relating to the shares of Common
Stock deliverable upon exercise of Warrants and complying in all material respects with the Act or
(ii) the notice referred to in Rule 173 under the Act.


Section 8. Concerning the Warrant Agent and Other Matters.




     8.1 Payment of Taxes. The Company will, from time to time, promptly pay all taxes and
charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or
delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.



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     8.2 Resignation, Consolidation, or Merger of Warrant Agent.




     8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any
successor to it hereafter appointed, may resign its duties and be discharged from all
further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to
the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity
to act or otherwise, the Company shall appoint, in writing, a successor Warrant Agent in
place of the Warrant Agent. If the Company shall fail to make such appointment within a
period of 30 days after it has been notified in writing of such resignation or incapacity by
the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his,
her or its Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent. Any successor Warrant Agent, whether appointed by the Company
or by such court, shall be a corporation organized and existing under the laws of the State
of New York, in good standing and have its principal office in the Borough of Manhattan,
City and State of New York, and be authorized under such laws to exercise corporate trust
powers and subject to supervision or examination by federal or state authorities. After
appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but, if
for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall
execute and deliver, at the expense of the Company, an instrument transferring to such
successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant
Agent hereunder; and, upon request of any successor Warrant Agent, the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties and obligations.




     8.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant
Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant
Agent and the transfer agent for the Common Stock not later than the effective date of any
such appointment.




     8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the
Warrant Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Warrant Agent shall be a party shall
be the successor Warrant Agent under this Warrant Agreement without any further act on the
part of the Company or the Warrant Agent.



     8.3 Fees and Expenses of Warrant Agent.




     8.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable
remuneration for its services as Warrant Agent hereunder as set forth on Exhibit D
hereto and will reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties hereunder



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     8.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge
and deliver, or cause to be performed, executed, acknowledged and delivered, all such
further and other acts, instruments and assurances as may reasonably be required by the
Warrant Agent for the carrying out or performing of the provisions of this Warrant
Agreement.



     8.4 Liability of Warrant Agent.




     8.4.1 Reliance on Company Statement. Whenever, in the performance of its
duties under this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and established by a
statement signed by the Chief Executive Officer, Chairman of the Board or President of the
Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the provisions of this
Warrant Agreement.




     8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own
negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution
of this Warrant Agreement, except as a result of the Warrant Agent’s negligence, willful
misconduct or bad faith.




     8.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect
to the validity of this Warrant Agreement or with respect to the validity or execution of
any Warrant (except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Warrant Agreement or in
any Warrant; nor shall it be responsible to make any adjustments required under the
provisions of Section 4 hereof or responsible for the manner, method or amount of any such
adjustment or the ascertaining of the existence of facts that would require any such
adjustment; nor shall it, by any act hereunder, be deemed to make any representation or
warranty as to the authorization or reservation of any shares of Common Stock to be issued
pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common
Stock will when issued be valid and fully paid and non-assessable.



     8.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by
this Warrant Agreement and agrees to perform the same upon the terms and conditions herein set
forth and, among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant
Agent for the purchase of shares of the Company’s Common Stock through the exercise of Warrants.



     8.6 Waiver. The Warrant Agent acknowledges that it has read the prospectus contained
in the Registration Statement and understands that the Company has established a trust



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fund (the “Trust Fund”) with the net proceeds of the Public Offering and the insider private
placement of Insider Warrants for the benefit of the public stockholders and that the Company may
disburse monies from the Trust Fund only (i) to the public stockholders in the event of the
conversion of their shares or the liquidation of the Company or (ii) to the Company after it
consummates an initial business combination described in such prospectus. For and in consideration
of the value to be received in connection with this Warrant Agreement, the Warrant Agent hereby
agrees that it does not have any right, title, interest or claim of any kind in or to any monies in
the Trust Fund (each a “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 Fund for any reason whatsoever.



Section 9. Miscellaneous Provisions.




     9.1 Successors. All the covenants and provisions of this Warrant Agreement by or for
the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.



     9.2 Notices. Any notice or other communication required or which may be given
hereunder shall be in writing and shall be sent by certified or registered mail, by private
national courier service (return receipt requested, postage prepaid), by personal delivery or by
facsimile transmission. Such notice or communication shall be deemed given (a) if mailed, two days
after the date of mailing, (b) if sent by national courier service, one business day after being
sent, (c) if delivered personally, when so delivered, or (d) if sent by facsimile transmission, on
the second business day after such facsimile is transmitted, in each case as follows:


If to the Warrant Agent, to:



Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Compliance Department

Fax:(212) 445-7800



If to the Company, to:



Global Consumer Acquisition Corp.

1370 Avenue of the Americas, 28th Floor

New York, New York 10019

Attn: Scott LaPorta

Fax:(212) 445-7800



With a copy to:



Proskauer Rose LLP

1585 Broadway

New York, New York 10036

Attn: Frank J. Lopez, Esq.

Fax:(212) 969-2900




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     9.3 Applicable Law. The validity, interpretation, and performance of this Warrant
Agreement and of the Warrants shall be governed in all respects by the laws of the State of New
York, without giving effect to conflict of laws. The Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this Warrant Agreement
shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to
be served upon the Company may be served by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding
upon the Company in any action, proceeding or claim.



     9.4 Waiver of Trial by Jury. Each party hereto hereby irrevocably and unconditionally
waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether
based on contract, tort or otherwise) arising out of, connected with or relating to this Warrant
Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation,
administration, performance or enforcement hereof.



     9.5 Persons Having Rights under this Warrant Agreement. Nothing in this Warrant
Agreement expressed and nothing that may be implied from any of the provisions hereof is intended,
or shall be construed, to confer upon, or give to, any person or corporation, other than the
parties hereto and the registered holders of the Warrants, any right, remedy or claim under or by
reason of this Warrant Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Warrant
Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the registered holders of the Warrants.



     9.6 Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be
available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan,
City and State of New York, for inspection by the registered holder of any Warrant. The Warrant
Agent may require any such holder to submit his, her or its Warrant for inspection.



     9.7 Counterparts; Facsimile Signatures. This Warrant Agreement may be executed in any
number of counterparts, and each of such counterparts shall, for all purposes, be deemed to be an
original, and all such counterparts shall together constitute one and the same instrument.
Facsimile signatures shall constitute original signatures for all purposes of this Warrant
Agreement.



     9.8 Effect of Headings. The section headings herein are for convenience only and are
not part of this Warrant Agreement and shall not affect the interpretation thereof.



     9.9 Amendments. This Warrant Agreement may be amended by the parties hereto without
the consent of any registered holder for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein or adding or changing any
other provisions with respect to matters or questions arising under this Warrant Agreement as the
parties may deem necessary or desirable and that the parties deem shall not



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adversely affect the interest of the registered holders. All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require
the written consent of each of the registered holders of a majority of the then outstanding
Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the
duration of the Exercise Period in accordance with Sections 3.1 and 3.2, respectively, without such
consent.




     9.10 Severability. This Warrant Agreement shall be deemed severable, and the
invalidity or unenforceability of any term or provision hereof shall not affect the validity or
enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in
lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there
shall be added as a part of this Warrant Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.



     9.11 Effective Date; Operative Date. This Warrant Agreement shall be deemed effective
upon the execution hereof; provided however the amendments to the Original Warrant Agreement
contained in this Warrant Agreement will not be operative until (i) approved in writing by the New
York Stock Exchange and (ii) certification to the Warrant Agent and the Company from
applicable registered holders as to the positions held by each of the Holders (as defined in the
Letter Agreement).



[Remainder of page intentionally left blank; signature page immediately follows.]





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          IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of
the day and year first above written.




	 	 	 	 	 
	 	GLOBAL CONSUMER ACQUISITION CORP.

 	 
	 	By:  	/s/ Jason N. Ader
 	 
	 	 	Name:  	Jason N. Ader 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 	 
	 	By:  	/s/ Steven Nelson
 	 
	 	 	Name:  	Steven Nelson 	 
	 	 	Title:  	Chairman