Exhibit 10.2


 


[  ], 2021


Global Consumer Acquisition Corp.


1926 Rand Ridge Court


Marietta GA 30062


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
to be entered into by and between Global Consumer Acquisition Corp., a Delaware corporation (the “Company”)
and Kingswood Capital Markets Inc., a division of Benchmark Investments Inc., as representative of the underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover
over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”), and one half of one redeemable warrant. Each Warrant (each, a
 “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share,
subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus
(the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”)
and the Units have been approved to be listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph
11 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Global Consumer Acquisition LLC (the “Sponsor”)
and each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each,
an “Insider” and collectively, the “Insiders”), hereby agrees with the Company as
follows:


 


1. The Sponsor and each Insider
agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business
Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination
and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company engages
in a tender offer in connection with any proposed Business Combination, each Insider agrees that it, he or she will not seek to sell its,
his or her shares of Common Stock to the Company in connection with such tender offer.


 


2. The Sponsor and each
Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 12 months from the
closing of the Public Offering or such later period approved by the Company’s stockholders in accordance with the
Company’s amended and restated certificate of incorporation, the Sponsor and each Insider shall take all reasonable steps to
cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock sold as part of
the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the
number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights as
stockholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each
Insider agree not to propose any amendment to the Company’s amended and restated certificate of incorporation that would
modify (i) the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not
complete a Business Combination within 12 months (or 15 or 18 months, as applicable) from the closing of the Public Offering or (ii) the other provisions relating to
stockholders’ rights or pre-initial business combination activities, unless the Company provides its Public Stockholders with
the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of amounts released for
payment of taxes) divided by the number of then outstanding Offering Shares. The Sponsor and each Insider agree to waive its
redemption rights with respect to shares of Capital Stock owned by it in connection with a stockholder vote to approve an amendment
to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the
Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 12 months (or 15 or 18 months, as applicable) from the closing of the Public Offering, or (B) with respect to any other provision relating to stockholders’ rights or
pre-initial business combination activity.


 






     


     


    

 


Each of the Sponsor and each
Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account
or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or
her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any
redemption rights it, he or she may have in connection with the consummation of a Business Combination, including, without limitation,
any such rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer
made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled
to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business
Combination within 12 months (or 15 or 18 months, as applicable) from the date of the closing of the Public Offering.


 


3. In the event of the liquidation
of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other stockholders, members or managers
of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against
any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim
by (i) any third party (other than the Company’s independent accountants) for services rendered or products sold to the Company
or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement
for a Business Combination (a “Target”); provided, however, that such indemnification
of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered
(other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of
funds in the Trust Account to below (i) $10.00 per share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares
held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in
each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to
any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except
as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the
Securities Act. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not
be responsible to the extent of any liability for such third party claims. The Sponsor shall have the right to defend against any such
claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the
claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 


4. To the extent that the
Underwriters do not exercise their over-allotment option to purchase up to an additional 3,000,000 Units within 45 days from the date
of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares
in the aggregate equal to the product of 750,000 multiplied by a fraction, (i) the numerator of which is 3,000,000 minus the number of
Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000.
The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the
Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public
Offering.


 






     


     


    

 


5. Each Insider who is an
officer of the Company hereby agrees not become an officer or director of, any other blank check company with a class of securities registered
under the Securities Exchange Act of 1934, as amended, unless the Company has failed to complete a Business Combination within 12 months (or 15 or 18 months, as applicable)
after the closing of the Public Offering. Such restriction does not preclude any position as an officer or director of another blank check
company held on the date hereof. For the avoidance of doubt, each Insider who is an officer of the Company are allowed to become an officer
or director of another blank check company upon the Company entering into a definitive agreement with respect to a Business Combination.


 


6. The Sponsor and each Insider
hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such
Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6, 7(a), 7(b), and 9 of this Letter Agreement (ii)
monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief,
in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) The Sponsor and each
Insider agrees that it or he shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until
the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price
of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or earlier, in
each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other
similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash,
securities or other property. (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor and each Insider
agrees that it, he or she shall not Transfer any warrants underlying the Private Placement Units or Working Capital Units (or shares of
Common Stock issued or issuable upon the exercise of such warrants) until 30 days after the completion of a Business Combination (the
 “Warrant Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions
set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, warrants underlying the Private Placement Units and Working Capital
Units, and shares of Common Stock issued or issuable upon the exercise or conversion of such warrants or the Founder Shares and that are
held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (a)
to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any
affiliates of the Sponsor, any members of our Sponsor, or any of its affiliates, officers, directors, direct and indirect equityholders;
(b) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which
is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case
of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual,
transfers pursuant to a qualified domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation
of a Business Combination at prices no greater than the price at which the securities were originally purchased; (f) transfers in the
event of the Company’s liquidation prior to the completion of an initial Business Combination; and (g) transfers by virtue of the
laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however,
that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement agreeing to be bound
by the restrictions herein. 


 


8. Each of the Sponsor
and the Insiders represents and warrants that it, he or she has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each
Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is
true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The
Sponsor and each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each
Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities
in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating
to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it,
he or she is not currently a defendant in any such criminal proceeding. The Company represents and warrants that, to its knowledge,
(i) none of its advisors has been suspended or expelled from membership in any securities or commodities exchange or association or
had a securities or commodities license or registration denied, suspended or revoked, (ii) each advisor’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all
respects and does not omit any material information with respect to such advisor’s background and each advisor’s
questionnaire furnished to the Company is true and accurate in all respects, (iii) none of its advisors is subject to or a
respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act
or practice relating to the offering of securities in any jurisdiction; and (iii) none of its advisors has been convicted of, or
pleaded guilty to, any crime (x) involving fraud, (y) relating to any financial transaction or handling of funds of another person,
or (z) pertaining to any dealings in any securities and none of its advisors is currently a defendant in any such criminal
proceeding.


 






     


     


    

 


9. (a) Except as disclosed
in the Prospectus and cash or other compensation to the Company’s officers or advisors to be engaged subsequent to the consummation
of the Public Offering (which will be disclosed in the Company’s other filings with the Securities and Exchange Commission), neither
the Sponsor nor any individual who is an officer, director or advisor of the Company as of the date hereof nor any affiliate thereof shall
receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other
compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial
Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the
proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances up to
an aggregate of $150,000 made to the Company by [●]; reimbursement for any out-of-pocket expenses related to identifying, investigating
and consummating an initial Business Combination; and repayment of loans, if any, and on such terms as to be determined by the Company
from time to time, made by the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection
with an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business
Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so
long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into units at
a price of $10.00 per unit at the option of the lender (the “Working Capital Units”). Such units would be identical
to the Private Placement Units, including as to exercise price, exercisability and exercise period.


 


(b) Commencing on the effective
date of the Prospectus for the Offering and continuing until the earlier of (i) the consummation by the Company of a Business Combination
or (ii) the Company’s liquidation as described in the Prospectus, the Sponsor shall make available to the Company, at $10,000 per
month, certain office space and administrative and support services.


 


10. Each of the Sponsor and
each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition
or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve
as an officer and/or a director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer
and/or a director of the Company.


 


11. As used herein, (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively,
the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean the 5,750,000 shares of the Company’s
common stock, par value $0.0001 per share, initially held by the Sponsor (up to 750,000 Shares of which are subject to complete or partial
forfeiture by the Sponsor if the over-allotment option is not exercised in full by the Underwriters); (iv) “Initial Stockholders”
shall mean the Sponsor and any other holder of Founder Shares immediately prior to the Public Offering; (v) “Private Placement
Units” shall mean an aggregate of 484,010 private placement units (or 536,510 if the underwriters’ over-allotment
option is exercised in full) at a price of $10.00 per unit that the Sponsor have agreed to purchase in a private placement that shall
occur simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders” shall mean the
holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which
a portion of the net proceeds of the Public Offering and the sale of the Private Placement Units shall be deposited; (viii) “Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b).


 






     


     


    

 


12. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to
the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived
(other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


13. No party hereto may assign
either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other
parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective
successors, heirs and assigns and permitted transferees.


 


14. Nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or
claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the
parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


15. This Letter Agreement
may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same instrument.


 


16. This Letter 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 Letter 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 Letter Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.


 


17. This Letter Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree
that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced
in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and
venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum.


  






     


     


    

 


18. Any notice, consent or
request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by
express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


19. This Letter Agreement
shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by [July 31, 2021];
provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


 


	 	Sincerely,
	 	 
	 	Global Consumer Acquisition Corp.
	 	 
	 	By:	 /s/ Rohan Ajila
	 	Name:	Rohan Ajila
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	Gautham Pai
	 	 	 
	 	By:	 
	 	Name:	Art Drogue
	 	 	 
	 	By:	 
	 	Name:	Tom Clausen
	 	 	 
	 	By:	 
	 	Name:	Denis Tse
	 	 	 
	 	By:	 
	 	Name:	Sanjiv Das
	 	By:	 
	 	Name:	Global Consumer Acquisition LLC
	 	By:	Kirtan Patel, Managing Member


 


[Signature Page to Letter Agreement]