EX-10.9



 





Exhibit 10.9



October __, 2007                              




Global Consumer Acquisition Corp.

1370 Avenue of the Americas, 28th Floor

New York, New York 10019




     Re:     Initial Public Offering of Global Consumer Acquisition Corp.



Ladies and Gentlemen:




     This letter is being delivered to you in connection with the initial public offering (the
“IPO”) of the securities of Global Consumer Acquisition Corp. (the “Company”) pursuant to the
Registration Statement (as defined below). Certain capitalized terms used herein are defined in
paragraph 13 hereof.



     In order to induce the Company to proceed with the IPO, and in recognition of the benefit that
such IPO will confer upon the undersigned as a stockholder of the Company, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned hereby agrees with the Company as follows:



     1. If the Company solicits approval of its stockholders of a Business Combination, the
undersigned will vote all Insider Shares owned by the undersigned in accordance with the majority
of the votes cast by the holders of the IPO Shares.



     2. In the event that the underwriters of the IPO do not exercise their over-allotment option
in full as described in the prospectus (the “Prospectus”) contained in the Registration Statement,
the undersigned agrees that a certain amount of the Insider Shares owned by the undersigned as set
forth opposite his, her or its name on Schedule A attached hereto (or a pro rata portion
thereof, in the event the over-allotment option is partially exercised) will be redeemed by the
Company at a price of $0.001 per share, and will take all such actions necessary to effect such
redemption. In connection with the foregoing, the undersigned acknowledges that the certificate or
certificates representing the Insider Shares owned by the undersigned is or are being held by the
Company and agrees to authorize the officers of the Company and their designee to cancel such
certificate or certificates and reissue a new certificate or certificates representing the number
of Insider Shares to be owned by the undersigned after the redemption as set forth opposite his,
her or its name on Schedule A attached hereto.



     3. The undersigned agrees that during the period specified below (the “Lock-Up Period”), the
undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any
short sale or otherwise dispose of, directly or indirectly, any Insider Shares,



 









 




Insider Warrants or Co-Investment Units owned directly by the undersigned (including holding
as a custodian) or with respect to each of which the undersigned has beneficial ownership as
defined by the rules and regulations of the Securities and Exchange Commission (collectively the
“Undersigned’s Shares”).




     The foregoing restriction is expressly agreed to preclude the undersigned or any affiliate of
the undersigned from engaging in any hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s
Shares even if the Undersigned’s Shares would be disposed of by someone other than the undersigned.
Such prohibited hedging or other transactions would include, without limitation, any short sale or
any purchase, sale or grant of any right (including, without limitation, any put or call option)
with respect to any of the Undersigned’s Shares or with respect to any security that includes,
relates to, or derives any significant part of its value from the Undersigned’s Shares.



     Notwithstanding the foregoing, during the Lock-Up Period the undersigned may transfer all or a
portion of the Undersigned’s Shares (i) as a bona fide gift or gifts, provided that the donee or
donees thereof agree to be bound by the restrictions set forth herein or (ii) to any trust for the
direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided
that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided
further that any such transfer shall not involve a disposition for value. For purposes hereof,
“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than
first cousin. In addition, notwithstanding the foregoing, if the undersigned is a Hayground Cove
Entity, the undersigned may (a) transfer the Undersigned’s Shares to any of the funds and accounts
of Hayground Cove Asset Management LLC, which transfers will (i) take place monthly contingent upon
the capital movements of such funds and accounts and (ii) be structured as purchases and sales for
such funds and accounts, and (b) distribute the Undersigned’s Shares to any investors in the
undersigned or any other Hayground Cove Entity, any wholly owned subsidiary, partner, member or
affiliate of the undersigned; provided, however, that any such distribution to an
investor may be made only upon such investor’s written agreement to
be bound by the terms of this paragraph 3.



     The Lock-Up Period will commence on the date of the consummation of the IPO and continue (a)
for a period of 180 days after the closing date of a Business Combination with respect to any
Insider Shares and Co-Investment Units or (b) until the closing date of a Business Combination with
respect to any Insider Warrants.



     The undersigned agrees and consents to the entry of stop transfer instructions with the
Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in
compliance with the foregoing restrictions.



     The undersigned understands and agrees that this paragraph 3 is irrevocable and shall be
binding upon the undersigned’s heirs, legal representatives, successors, and assigns.



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     This paragraph 3 is intended to create a third party beneficiary rights on behalf of each of
the underwriters of the IPO and no provisions hereof may be amended or waived without the prior
written consent of each of the underwriters of the IPO.



     4. The undersigned acknowledges that it has read the Prospectus and understands that the
Company has established the Trust Account with the net proceeds of the IPO 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 Account 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 the Prospectus, and hereby agrees that he,
she or it does not have any right, title, interest or claim of any kind in or to any monies in the
Trust Account (each a “Claim”) and hereby waives any Claim it may have in the future as a result
of, or arising out of, the Undersigned’s Shares or any negotiations, contracts or agreements with
the Company, and will not seek recourse against the Trust Account for any reason whatsoever.



     5. If the undersigned is Hayground Cove Asset Management LLC, in the event of the liquidation
of the Trust Account, the undersigned agrees to indemnify and hold harmless the Company against
claims by any third party for services rendered or products sold to the Company or by any entity
that the Company has entered into an acquisition agreement with, but only to the extent necessary
to ensure that such claims do not reduce the amount of funds in the Trust Account and only if such
third party or entity has not executed an agreement waiving claims against the Trust Account. The
undersigned will 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 undersigned, the undersigned notifies the Company in writing that the undersigned
will undertake such defense. Notwithstanding the foregoing, the undersigned will not be liable as
to any claims under the Company’s indemnity of the underwriters of the IPO, including, without
limitation, any liabilities under the Securities Act of 1933, as amended.



     6. The undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to the Company, Deutsche Bank Securities Inc. and their legal
representatives or agents (including any investigative search firm) any information he or it may
have about the undersigned’s background and finances (“Information”), provided that the Information
is used solely to determine the truth and accuracy of the undersigned’s representations hereunder
and the disclosure in the Registration Statement and for no other purpose; provided further that
the Company and Deutsche Bank Securities Inc. shall use best efforts to keep the Information
confidential and shall not disclose the Information to any other person or entity without the prior
written consent of the undersigned, unless such disclosure (i) is required by law or regulation or
requested in connection with a judicial proceeding or governmental investigation or (ii) was
disclosed in the Registration Statement. None of the Company, Deutsche Bank Securities Inc. or
their agents shall be violating the undersigned’s right of privacy in any manner in requesting and
obtaining the Information and the undersigned hereby releases them from liability for any damage
whatsoever in that connection.



     7. None of the undersigned, any member of the family of the undersigned, nor any Affiliate of
the undersigned will be entitled to receive or accept from the Company a finder’s fee,



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broker commission or any other compensation in the event the undersigned, any member of the
family of the undersigned or any Affiliate of the undersigned originates a Business Combination.




     8. This letter agreement shall be binding on the Company and the undersigned and the
undersigned’s respective successors, heirs, personal representatives and assigns. This letter
agreement shall terminate on the earlier of (i) the date upon which the Business Combination is
consummated and (ii) the date upon which the liquidation and distribution of the Trust Account is
completed, provided, that the following Sections shall survive such termination: 5,
6, 7, 8, 9, 10, 11, 12, 13 and 14.



     9. 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 conflict of law principles that would
result in the application of the substantive laws of another jurisdiction.



     10. Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or
claim against him or it arising out of or relating in any way to this letter 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 and (ii) waives any objection to such exclusive jurisdiction and that such
courts represent an inconvenient forum.



     11. 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 letter agreement.



     12. This letter agreement may be executed in several counterparts, each one of which shall
constitute an original, and together shall constitute but one instrument.



     13. As used herein:



          13.1 “Affiliate” shall have the meaning ascribed to it in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended.




          13.2 “Business Combination” shall have the meaning set forth in the Amended and
Restated Articles of Incorporation of the Company.




          13.3 “Co-Investment Unit” shall mean all of the units to be issued and sold by the
Company pursuant to that certain Sponsor’s Co-Investment Units Subscription Agreement by and
between the Company and Hayground Cove Asset Management LLC, dated July 20, 2007.




          13.4 “Hayground Cove Entity” shall mean the each of the following entities:



Hayground Cove Asset Management LLC

Hayground Cove Institutional Partners LP

Hayground Cove Overseas Partners Ltd.




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Hayground Cove Turbo Fund LP

Hayground Cove Turbo Fund Ltd.

Hayground Cove Equity Market Neutral Fund LP

Hayground Cove Equity Market Neutral Fund Ltd.

Hayground Cove Fund Management LLC

Hayground Cove Associates LP

Atlas Master Fund Ltd.

First New York Securities LLC

TE Hayground Cove Portfolio Ltd.

Man Mac Lucendro 5B Limited




          13.5 “Insider” shall mean each of the following entities and natural persons:



Hayground Cove Asset Management LLC

Hayground Cove Institutional Partners LP

Hayground Cove Overseas Partners Ltd.

Hayground Cove Turbo Fund LP

Hayground Cove Turbo Fund Ltd.

Hayground Cove Equity Market Neutral Fund LP

Hayground Cove Equity Market Neutral Fund Ltd.

TE Hayground Cove Portfolio Ltd.

Man Mac Lucendro 5B Limited

Scott LaPorta

Marc Soloway

Andrew Nelson

Evan Wax

Laura Conover

Jennifer Albrecht

Tim Collins

Jonathan Hamel

Ingrid Kvam

Mira Cho

Robert Foresman

Carl H. Hahn

Philip A. Marineau

Steven Westly

Banyan Tree Capital Limited




          13.6
“Insider Shares” shall mean all of the shares of Common Stock, including the shares of Common Stock issuable upon the exercise of warrants (other than the Insider
Warrants) owned by an Insider prior to the IPO.




          13.7 “Insider Warrants” shall mean all of the warrants issued and sold by the Company
pursuant to that certain (1) Warrant Subscription Agreement by and between the Company and
Hayground Cove Asset Management LLC, dated July 19, 2007, and (2) Warrant Subscription
Agreement by and between the Company and Scott LaPorta, dated August 1, 2007.




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          13.8 “IPO Shares” shall mean the shares of Common Stock comprising the units issued in
the Company’s IPO.




          13.9 “Registration Statement” shall mean the registration statement filed by the
Company on Form S-1 (No. 333-144799) with the Securities and Exchange Commission on July 24,
2007, and any amendment or supplement thereto, in connection with the IPO.




          13.10 “Trust Account” shall mean the trust account established pursuant to the Trust
Agreement, the amounts therein to be released only in the event of the consummation of a
Business Combination, a liquidation of the Company or as otherwise permitted by the Trust
Agreement.




     14. No term or provision of this letter agreement may be amended, changed, waived altered or
modified except by written instrument executed and delivered by the undersigned and the Company.



[Remainder of page intentionally left blank]





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	 	Sincerely, 

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 
	Accepted and agreed: 





GLOBAL CONSUMER ACQUISITION CORP. 

 	 
	By:  	 
	Name:  	Scott LaPorta
	Title:  	President and Chief Executive Officer 	 
	 




 









 





Schedule A

Redemption




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Insider Shares	 	Insider Shares	 	Insider Shares
	 	 	Owned Before	 	Subject to	 	Owned After
	Insider	 	Redemption	 	Redemption	 	Redemption
	Hayground Cove Asset Management LLC

	 	 	100,000	 	 	 	13,043	 	 	 	86,957	 
	Hayground Cove Institutional Partners LP

	 	 	373,000	 	 	 	48,652	 	 	 	324,348	 
	Hayground Cove Overseas Partners Ltd.

	 	 	2,312,013	 	 	 	301,567	 	 	 	2,010,446	 
	Hayground Cove Turbo Fund LP

	 	 	805,322	 	 	 	105,042	 	 	 	700,280	 
	Hayground Cove Turbo Fund Ltd.

	 	 	2,019,416	 	 	 	263,402	 	 	 	1,756,014	 
	Hayground Cove Equity Market Neutral Fund LP

	 	 	73,077	 	 	 	9,532	 	 	 	63,545	 
	Hayground Cove Equity Market Neutral
Fund Ltd.

	 	 	47,297	 	 	 	6,169	 	 	 	41,128	 
	TE Hayground Cove Portfolio Ltd.

	 	 	859,408	 	 	 	112,097	 	 	 	747,311	 
	Man Mac Lucendro 5B Limited

	 	 	1,708,967	 	 	 	222,909	 	 	 	1,486,058	 
	Scott LaPorta

	 	 	25,000	 	 	 	3,261	 	 	 	21,739	 
	Marc Soloway

	 	 	50,000	 	 	 	6,522	 	 	 	43,478	 
	Christa Short

	 	 	25,000	 	 	 	3,261	 	 	 	21,739	 
	Andrew Nelson

	 	 	25,000	 	 	 	3,261	 	 	 	21,739	 
	Evan Wax

	 	 	20,000	 	 	 	2,609	 	 	 	17,391	 
	Laura Conover

	 	 	10,000	 	 	 	1,304	 	 	 	8,696	 
	Samir Jain

	 	 	10,000	 	 	 	1,304	 	 	 	8,696	 
	Jennifer Albrecht

	 	 	10,000	 	 	 	1,304	 	 	 	8,696	 
	Tim Collins

	 	 	10,000	 	 	 	1,304	 	 	 	8,696	 
	Jonathan Hamel

	 	 	5,000	 	 	 	652	 	 	 	4,348	 
	Ingrid Kvam

	 	 	4,000	 	 	 	522	 	 	 	3,478	 
	Mira Cho

	 	 	2,500	 	 	 	326	 	 	 	2,174	 
	Robert Foresman

	 	 	25,000	 	 	 	3,261	 	 	 	21,739	 
	Carl H. Hahn

	 	 	25,000	 	 	 	3,261	 	 	 	21,739	 
	Philip A. Marineau

	 	 	25,000	 	 	 	3,261	 	 	 	21,739	 
	Steven Westly

	 	 	25,000	 	 	 	3,261	 	 	 	21,739	 
	Banyan Tree Capital Limited

	 	 	30,000	 	 	 	3,913	 	 	 	26,087