Exhibit 10.5
SPONSOR’S CO-INVESTMENT UNITS SUBSCRIPTION
AGREEMENT
To the
Board of Directors of
Global Consumer Acquisition Corp.:
The undersigned hereby subscribes for
and agrees to purchase 25,000 co-investment units (“
Committed Co-Investment Units ”) of Global Consumer
Acquisition Corp. (the “ Corporation ”) at
$10.00 per unit, consisting of 25,000 shares of the
Corporation’s Common Stock (the “ Committed
Co-Investment Common Stock ”) and 25,000 warrants, each
to purchase one share of the Corporation’s Common Stock (the
“ Committed Co-Investment Warrants ”) at $7.50
per share, for an aggregate purchase price of TWENTY-FIVE MILLION
DOLLARS ($25,000,000) (the “ Committed Co-Investment Unit
Purchase Price ”).
At any time prior to the consummation
of the Business Combination (as defined below), the undersigned
shall have the option (the “ Option ”), in its
sole discretion, to purchase up to an additional 25,000
co-investment units (the “ Option Co-Investment Units
” and, together with the Committed Co-Investment Units, the
“ Co-Investment Units ”) at $10.00 per unit,
consisting of 25,000 shares of the Corporation’s Common Stock
(the “ Option Co-Investment Common Stock ” and,
together with the Committed Co-Investment Common Stock, the “
Co-Investment Common Stock ”) and 25,000 warrants,
each to purchase one share of the Corporation’s Common Stock
(the “ Option Co-Investment Warrants ” and,
together with the Committed Co-Investment Warrants, the “
Co-Investment Warrants ”) at $7.50 per share, for an
aggregate purchase price of up to TWENTY-FIVE MILLION DOLLARS
($25,000,000) (the “ Option Co-Investment Unit Purchase
Price ”).
The payment and issuance of the
Co-Investment Units shall occur immediately prior to the
consummation of the Corporation’s initial acquisition of one
or more assets or operating businesses with a transaction value of
at least 80% of our net assets held in trust (net of
