AMENDMENT NO. 1
TO
AMENDED AND RESTATED WARRANT AGREEMENT
This
Amendment No. 1, dated as of October 7, 2009 (this
“ Amendment ”), to the Amended and Restated
Warrant Agreement, dated as of July 20, 2009 (the “
Warrant Agreement ”), between Global Consumer
Acquisition Corp. (the “ Company ”), a Delaware
corporation, and Continental Stock Transfer & Trust Company, a
New York corporation, as warrant agent (the “ Warrant
Agent ”), is hereby entered into between the Company and
the Warrant Agent. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in
the Warrant Agreement.
WHEREAS , on October 7, 2009, the stockholders of the
Company approved the Company’s initial business combination,
along with certain amendments to (i) the Company’s
Amended and Restated Certificate of Incorporation as set forth in
the Company’s Second Amended and Restated Certificate of
Incorporation, filed with the Secretary of State of the State of
Delaware on October 7, 2009, and (ii) certain amendments
to the Investment Management Trust Agreement, dated as of
November 27, 2007 (the “ Trust Agreement
”), between the Company and Continental Stock Transfer &
Trust Company, as trustee (the “ Trustee ”) as
set forth in the Amendment to the Trust Agreement, dated as of
October 7, 2009, between the Company and the Trustee (the
“ Trust Agreement Amendment ”).
WHEREAS , pursuant to Section 9.9 of the Warrant
Agreement, the Warrant Agreement may be amended by the Company and
the Warrant Agent without the consent of any registered holder of
the Company’s Warrants for the purpose of correcting or
supplementing any defective provision contained in the Warrant
Agreement or adding or changing any other provisions with respect
to matters or questions arising under the Warrant Agreement as the
Company and the Warrant Agent deem necessary or desirable and that
such parties deem shall not adversely affect the interest of the
registered holders of the Warrants.
WHEREAS , in order to reconcile the Warrant Agreement with
(i) the amended provisions of the Company’s Amended and
Restated Certificate of Incorporationas set forth in the
Company’s Second Amended and Restated Certificate of
Incorporation, and (ii) the amended provisions of the Trust
Agreement as set forth in the Trust Agreement Amendment, the
Company and the Warrant Agent desire to amend the Warrant Agreement
as set forth below.
Therefore,
the Company and the Warrant Agent hereby agree to amend the Warrant
Agreement as follows:
1.
Section 3.2 of the Warrant Agreement is hereby amended by
deleting the section in its entirety in its entirety and replacing
it with the following:
“3.2
Duration of Warrants . A Warrant may be exercised only
during the period (the “ Exercise Period ”)
commencing on the completion of the initial acquisition by the
Company of one or more operating businesses or assets through a
merger, capital stock exchange, asset or stock acquisition,
exchangeable share transaction or other similar business
combination (a “ Business Combination ”) and
terminating at 5:00 p.m., New York City time on the earlier to
occur of (i) seven years after the closing of
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