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Re: Trust Account No. [ ] - Termination Letter

Termination Agreement

Re: Trust Account No. [     ] - Termination Letter | Document Parties: WESTERN LIBERTY BANCORP You are currently viewing:
This Termination Agreement involves

WESTERN LIBERTY BANCORP

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Title: Re: Trust Account No. [ ] - Termination Letter
Governing Law: New York     Date: 10/9/2009
Industry: Misc. Financial Services     Sector: Financial

Re: Trust Account No. [     ] - Termination Letter, Parties: western liberty bancorp
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Exhibit 10.1

AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT

     This Amendment (this “ Amendment ”), dated as of October 7 th , 2009, to the Investment Management Trust Agreement (as defined below) is made by and among Global Consumer Acquisition Corp., a Delaware corporation (“ GCAC ”), and Continental Stock Transfer & Trust Company (“ Trustee ”). All terms used but not defined herein shall have the meanings assigned to them in the Agreement (as defined below).

      WHEREAS, GCAC and the Trustee entered into an Investment Management Trust Agreement dated as of November 27, 2007 (the “ Agreement ”); and

      WHEREAS, Section 1(j) of the Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein; and

      WHEREAS, GCAC has sought the approval of the Public Stockholders to amend its certificate of incorporation (the “ Charter Amendment Proposals ”) to eliminate all provisions therein relating to its status as a blank check company and to enter into this Amendment (the “ Trust Agreement Amendment Proposal ”).

      NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

     1. Section 1(j) shall be amended and restated in its entirety as follows:

     “(j) Commence liquidation of the Trust Account only upon receipt of and only in accordance with the terms of a letter (the “ Termination Letter ”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President or Chairman of the Board and Secretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein. The Trustee understands and agrees that, except as provided in paragraph 1(i) hereof, disbursements from the Trust Account shall be made only pursuant to the terms of a duly executed Partial Release Letter or Termination Letter, as defined in paragraph 2(b) and 1(j), respectively.”

     2. All other provisions of the Agreement shall continue in full force and effect from the date hereof until terminated in accordance with the terms of the Agreement.

     3. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed to be an original signature for purposes of this Amendment.

 


 
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