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.