DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 28, 2009

GLOBAL CONSUMER ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-33803	26-0469120
(State or other jurisdiction of	(Registration Number)	(IRS Employer Identification No.)
incorporation)

1370 Avenue of the Americas, 28th Floor, New York, New York	10019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 445-7800

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1

EX-10.2

GLOBAL CONSUMER ACQUISITION CORP. (“GCAC”) IS HOLDING PRESENTATIONS FOR CERTAIN OF GCAC’S STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING GCAC SECURITIES, REGARDING THE ACQUISITIONS AS FILED IN PREVIOUS REPORTS WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) AND THIS CURRENT REPORT ON FORM 8-K, INCLUDING SOME OR ALL OF THE EXHIBITS ATTACHED THERETO AND HERETO, WHICH MAY BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.

GCAC AND ITS SPONSOR AND THEIR RESPECTIVE AFFILIATES MAY ENTER INTO ARRANGEMENTS TO PURCHASE SHARES OF COMMON STOCK AND/OR WARRANTS OF GCAC IN OPEN MARKET OR PRIVATELY NEGOTIATED TRANSACTIONS.

GCAC INTENDS TO FILE A PROXY STATEMENT WITH THE SEC IN CONNECTION WITH THE SPECIAL MEETING OF THE GCAC STOCKHOLDERS TO APPROVE THE PROPOSED TRANSACTIONS (THE “SPECIAL MEETING PROXY STATEMENT”). STOCKHOLDERS OF GCAC AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE SPECIAL MEETING PROXY STATEMENT IN CONNECTION WITH GCAC’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. GCAC ALSO INTENDS TO FILE AN INFORMATION STATEMENT WITH THE SEC IN CONNECTION WITH THE AMENDMENT OF ITS WARRANT AGREEMENT (THE “INFORMATION STATEMENT”). WARRANTHOLDERS OF GCAC AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE INFORMATION STATEMENT IN CONNECTION WITH THE AMENDMENT OF THE WARRANT AGREEMENT BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. GCAC STOCKHOLDERS AND WARRANTHOLDERS CAN ALSO READ GCAC’S DEFINITIVE PROXY STATEMENT, DATED APRIL 28, 2009, IN CONNECTION WITH ITS ANNUAL MEETING OF STOCKHOLDERS, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE GCAC OFFICERS AND DIRECTORS AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THE PROPOSED TRANSACTIONS. THE SPECIAL MEETING PROXY STATEMENT WILL BE MAILED TO GCAC STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED TRANSACTIONS. THE INFORMATION STATEMENT WILL BE MAILED TO GCAC WARRANTHOLDERS AS SOON AS PRACTICABLE. STOCKHOLDERS AND WARRANTHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT AND/OR THE INFORMATION STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: GLOBAL CONSUMER ACQUISITION CORP., 1370 AVENUE OF THE AMERICAS, 28TH FLOOR, NEW YORK, NEW YORK, 10019, ATTENTION: MR. ANDREW NELSON. FREE COPIES OF THESE DOCUMENTS, ONCE AVAILABLE, CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SEC’S INTERNET SITE (HTTP://WWW.SEC.GOV). IN ADDITION TO THE SPECIAL MEETING PROXY STATEMENT, GCAC FILES ANNUAL, QUARTERLY AND SPECIAL REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SEC.

GCAC, 1ST COMMERCE BANK (“1ST COMMERCE BANK”), CAPITOL DEVELOPMENT BANCORP LIMITED V (“CAPITOL DEVELOPMENT”), CAPITOL BANCORP LIMITED (“CAPITOL BANCORP”), COLONIAL BANK (“COLONIAL BANK”), THE COLONIAL BANCGROUP, INC. (“COLONIAL BANCGROUP”) AND THEIR RESPECTIVE DIRECTORS, EXECUTIVE OFFICERS, AFFILIATES AND OTHER PERSONS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF GCAC STOCKHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF POTENTIAL PARTICIPANTS WILL BE INCLUDED IN THE SPECIAL MEETING PROXY STATEMENT AND OTHER MATERIALS TO BE FILED BY GCAC WITH THE SEC.

GCAC’S PROPOSED ACQUISITION OF 1ST COMMERCE BANK AND THE SIMULTANEOUS ACQUISITION OF, AMONG OTHER THINGS, THE NEVADA-BASED DEPOSIT LIABILITIES AND CERTAIN LOANS ATTRIBUTABLE TO COLONIAL BANK’S NEVADA RETAIL BANKING OPERATIONS, ALONG WITH 22 NEVADA RETAIL BANK BRANCHES, ARE SUBJECT TO APPROVALS FROM THE FEDERAL RESERVE BOARD, THE FDIC, THE NEVADA DIVISION OF FINANCIAL INSTITUTIONS AND THE ALABAMA DEPARTMENT OF BANKING. AS A CORPORATION NOT CURRENTLY SUBJECT TO BANK SUPERVISORY REGULATION, GCAC’S APPLICATIONS TO BECOME A BANK HOLDING COMPANY FOR A NEVADA-BASED COMMUNITY BANK ARE SUBJECT TO DIFFERENT STATUTORY APPROVAL PROCESSES MAINTAINED BY SEVERAL FEDERAL AND STATE BANK REGULATORY AGENCIES WITH SUPERVISORY OVERSIGHT AND JURISDICTION OF THE CONTEMPLATED TRANSACTIONS AND THE BANKS THAT ARE PARTIES TO THE CONTEMPLATED TRANSACTIONS. APPROVAL TERMS GRANTED BY THESE FEDERAL AND STATE BANK REGULATORY AGENCIES MAY INCLUDE TERMS AND CONDITIONS MORE ONEROUS THAN GCAC MANAGEMENT CONTEMPLATES, AND APPROVAL MAY NOT BE GRANTED IN THE TIMEFRAMES DESIRED BY THE PARTIES TO THE CONTEMPLATED TRANSACTIONS. BANK REGULATORY APPROVAL, IF GRANTED, MAY CONTAIN TERMS THAT RELATE TO DETERIORATING REAL ESTATE LENDING AND

INDUSTRY ABUSES BOTH NATIONALLY AND IN NEVADA; BANK REGULATORY SUPERVISORY REACTIONS TO THE CURRENT ECONOMIC DIFFICULTIES MAY NOT BE SPECIFIC TO GCAC ITSELF.

This report and the exhibits hereto are not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of GCAC, 1st Commerce, Capitol Development, Capitol Bancorp, Colonial Bank, Colonial BancGroup, or any of their affiliates, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

This report and the exhibits hereto include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, but are not limited to, statements regarding GCAC’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us and speak only as of the date of such statement. There can be no assurance that future developments affecting us will be those that we have anticipated.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the risk that the businesses of GCAC and 1st Commerce and the assets of the Nevada branch franchise of Colonial Bank will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (ii) expected revenue synergies and cost savings from the acquisitions may not be fully realized or realized within the expected time frame; (iii) revenues following the acquisitions may be lower than expected; (iv) deposit attrition, operating costs, customer loss and business disruption following the acquisitions, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; (v) the ability to obtain governmental and regulatory approvals of the acquisitions on the proposed terms and schedule; (vi) the failure of GCAC’s shareholders to approve the acquisitions; (vii) local, regional, national and international economic conditions and the impact they may have on 1st Commerce Bank upon consummation of the acquisitions and its customers and GCAC’s assessment of that impact; (viii) changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; (ix) prepayment speeds, loan originations and credit losses; (x) sources of liquidity; (xi) GCAC’s common shares outstanding and common stock price volatility; (xii) fair value of and number of stock-based compensation awards to be issued in future periods; (xiii) legislation affecting the financial services industry as a whole, and/or the parties to the acquisition and their subsidiaries individually or collectively; (xiv) regulatory supervision and oversight, including required capital levels; (xv) increasing price and product/service competition by competitors, including new entrants; (xvi) rapid technological developments and changes; (xvii) following the consummation of the acquisitions, 1st Commerce Bank’s ability to continue to introduce competitive new products and services on a timely, cost-effective basis; (xviii) following the consummation of the acquisitions, 1st Commerce Bank’s ability to contain costs and expenses; (xix) governmental and public policy changes; (xx) protection and validity of intellectual property rights; (xxi) reliance on large customers; (xxii) technological, implementation and cost/financial risks in large, multi-year contracts; (xxiii) the outcome of pending and future litigation and governmental proceedings; (xxiv) continued availability of financing; (xxv) financial resources in the amounts, at the times and on the terms required to support 1st Commerce Bank’s future businesses; and (xxvi) material differences in the actual financial results of acquisitions and acquisition activities compared with GCAC’s expectations, including the full realization of anticipated cost savings and revenue enhancements. Additional factors that could cause GCAC’s results to differ materially from those described in the forward-looking statements can be found under the heading “Risk Factors” filed in our Annual Report on Form 10-K for the year ended December 31, 2008. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. GCAC undertakes no obligation to publicly revise these forward-looking statements whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. For further discussion of certain factors that may cause such forward-looking statements to differ materially from actual results, refer to GCAC’s Form 10-K for fiscal year 2008 and other public documents are available on the SEC’s internet site (http://www.sec.gov).

All subsequent written and oral forward-looking statements attributable to any of matters or entities discussed in this report or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.

Item 1.01 Entry into a Material Definitive Agreement

Background

On July 13, 2009, Global Consumer Acquisition Corp., a Delaware corporation (“GCAC”) concurrently entered into (i) a Merger Agreement (the “1st Commerce Merger Agreement”), with WL Interim Bank, a Nevada corporation (“1st Commerce Merger Sub”), 1st Commerce Bank, a Nevada-chartered non-member bank (“1st Commerce Bank”), Capitol Development Bancorp Limited V, a Michigan corporation (“Capitol Development”) and Capitol Bancorp Limited, a Michigan corporation, which provides for the merger (the “Merger”) of 1st Commerce Merger Sub with and into 1st Commerce Bank, with 1st Commerce Bank being the surviving entity and becoming GCAC’s wholly-owned subsidiary and (ii) an Asset Purchase Agreement (the “Colonial Asset Purchase Agreement”), with Colonial Bank, an Alabama banking corporation (“Colonial Bank”), and The Colonial BancGroup, Inc., a Delaware corporation. The transactions contemplated by the 1st Commerce Merger Agreement and the Colonial Asset Purchase Agreement are referred to herein as the “Acquisitions”.

In connection with the Acquisitions, GCAC has initiated a process to become a bank holding company, which will enable it to participate in financial lines of business, and will rename itself Western Liberty Bancorp. Western Liberty Bancorp’s banking operations will be conducted through 1st Commerce Bank, which will be the surviving entity pursuant to the 1st Commerce Merger Agreement and will retain the 1st Commerce Bank name. Founded in 2006, 1st Commerce Bank is a Nevada bank and will continue to operate following the consummation of the Acquisitions. Upon the consummation of the Acquisitions, the combined entity will form a “new” Nevada financial institution with 22 banking branches, and approximately $477.0 million of gross loan assets, $320.0 million of transaction account deposits and $214.0 million in time deposits.

Amended and Restated Support Agreement

As a result of the Acquisitions, GCAC’s stockholders will own 100% of the shares of GCAC’s common stock outstanding after the Acquisitions. Holders of 30% or more of the shares of GCAC’s common stock issued in its initial public offering (“Public Shares”) may have the intention to vote against the Acquisitions and seek conversion of their Public Shares into cash in accordance with GCAC’s amended and restated certificate of incorporation. If such event were to occur, the Acquisitions could not be completed. On July 28, 2009, GCAC entered into an Amended and Restated Sponsor Support Agreement (the “Amended and Restated Support Agreement”) with its sponsor, Hayground Cove Asset Management LLC (“Hayground Cove”), whereby Hayground Cove has agreed, at its option, and from time to time, to purchase through privately negotiated transactions, on such terms to be determined on a case by case basis and to be separately negotiated with each potential seller on an individual basis, up to 39% of GCAC’s Public Shares to help facilitate approval of the Acquisitions. To date, neither GCAC nor Hayground Cove have made any offer to purchase or have commenced a solicitation of any potential sellers regarding the purchase of any such Public Shares and have not entered into any negotiations with potential sellers. Under the terms of the Amended and Restated Support Agreement, Hayground Cove will also have the right to sell the shares purchased by it or its affiliates to GCAC at the same price paid by such purchaser (provided that the sale price shall be approved by a majority of the disinterested members of the GCAC’s board of directors if the sale price is more than the five percent above the per share amount to be received by shareholders that elect to convert their shares into cash). The option must be exercised by Hayground Cove within one day of the shareholders meeting approving the Acquisitions. The Amended and Restated Support Agreement and each of the agreements in connection with the purchase of shares by Hayground Cove and its affiliates is conditioned upon (i) an agreement by GCAC’s warrantholders to restructure GCAC’s outstanding warrants on terms satisfactory to Hayground Cove and (ii) the closing of the Acquisitions or another business combination. Additionally, Hayground Cove has the right, at its option, to propose a term sheet to provide GCAC permanent financing prior to closing of the Acquisitions to exchange any purchased shares for new debt or equity securities (the “Permanent Financing Option”).

The Amended and Restated Support Agreement amends that certain Sponsor Support Agreement, dated as of July 13, 2009, between GCAC and HCAM (the “Original Support Agreement”), which appears as Exhibit 10.3 to GCAC’s Current Report on Form 8-K previously filed with SEC on July 14, 2009 and is incorporated herein by reference. The Original Support Agreement has been amended pursuant to the Amended and Restated Support Agreement only to clarify: (i) that there have been no negotiations to purchase, or purchases of, any Public Shares as of the date of the Amended and Restated Support Agreement, (ii) that GCAC only intends to enter into privately negotiated transactions to purchase any Public Shares to help facilitate approval of the Acquisitions and (iii) that Hayground Cove may only affect the Permanent Financing Option prior to the closing of the Acquisitions (instead of post-closing) to help avoid any bank regulatory concerns.

Employment Agreement

In connection with the Acquisitions, on July 28, 2009, GCAC entered into an Employment Agreement with George A. Rosenbaum, Jr. (the “Rosenbaum Employment Agreement”). The Rosenbaum Employment Agreement provides that, subject to the closing of the Acquisitions, Mr. Rosenbaum will become the Chief Financial Officer of GCAC’s Nevada commercial banking operations and the Principal Accounting Officer of Western Liberty Bancorp.

Pursuant to the terms of the Rosenbaum Employment Agreement, Mr. Rosenbaum’s employment shall commence as of the closing date of the transactions contemplated by the Colonial Asset Purchase Agreement (the “Effective Date”) and continue for an initial term of three years with one or more additional automatic one-year renewal periods. Mr. Rosenbaum will be entitled to a base salary of $200,000. In addition, subject to the approval of the Acquisitions by GCAC’s stockholders, Mr. Rosenbaum will receive a one-time grant of restricted stock equal to $250,000 divided by the closing price of GCAC’s Public Shares on the Effective Date. The restricted stock will vest 20% on each of the first, second, third, fourth and fifth anniversaries of the Effective Date, subject to Mr. Rosenbaum’s continuous employment through each vesting date. Such restricted stock shall be subject to restrictions on transfer for a period of one year following each vesting date and shall be subject to 50% forfeiture in the event Mr. Rosenbaum terminates the Rosenbaum Employment Agreement without good reason prior to the fifth anniversary of the Effective Date. Mr. Rosenbaum is also eligible to receive a transaction bonus equal to the pro rata amount of Mr. Rosenbaum’s base salary for the period from the signing of the Rosenbaum Employment Agreement by GCAC and Mr. Rosenbaum to the Effective Date, and an annual discretionary incentive payment, upon the attainment of one or more pre-established performance goals established by GCAC’s compensation committee (such committee to be formed subsequent to the consummation of the Acquisitions). Mr. Rosenbaum shall be entitled to employee benefits in accordance with any employee benefits programs and policies adopted by Western Liberty Bancorp. In addition, the Rosenbaum Employment Agreement contains customary representations, covenants and termination provisions. The Rosenbaum Employment Agreement also states that Mr. Rosenbaum does not have any right, title interest or claim of any kind in or to the proceeds from GCAC’s initial public offering and simultaneous private placement, plus all accrued interest, held in GCAC’s trust account, and that he will not seek any recourse against the trust account whatsoever.

The foregoing summaries of the Amended and Restated Support Agreement, the Rosenbaum Employment Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and are qualified in their entirety by, the Amended and Restated Support Agreement, which is Exhibit 10.1 hereto and the Rosenbaum Employment Agreement, which is Exhibit 10.2 hereto. The Amended and Restated Support Agreement and the Rosenbaum Employment Agreement are each incorporated by reference into this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits
10.1	Amended and Restated Sponsor Support Agreement, dated as of July 28, 2009, by and between Global Consumer Acquisition Corp. and Hayground Cove Asset Management LLC
10.2	Employment Agreement, dated as of July 28, 2009, by and between Global Consumer Acquisition Corp. and George A. Rosenbaum, Jr.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GLOBAL CONSUMER ACQUISITION CORP.
Date: July 28, 2009	By:	/s/ Jason N. Ader
		Name:	Jason N. Ader
		Title:	Chief Executive Officer

EX-10.1

Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT

     This Agreement (this “Agreement”) is entered into as of July 28, 2009, by and between Hayground Cove Asset Management LLC, a Delaware Limited Liability Company (“HCAM”) and Global Consumer Acquisition Corp., a Delaware Corporation (“GCAC”), and amends and restates in its entirety that certain Sponsor Support Agreement, dated as of July 13, 2009, by and between HCAM and GCAC.

     WHEREAS, GCAC has entered into (i) a Merger Agreement (the “1st Commerce Merger Agreement”), with WL Interim Bank, a Nevada corporation (“1st Commerce Merger Sub”), 1st Commerce Bank, a Nevada-chartered non-member bank (“1st Commerce Bank”), Capitol Development Bancorp Limited V, a Michigan corporation (“Capitol Development”) and Capitol Bancorp Limited, a Michigan corporation, which provides for the merger (the “Merger”) of 1st Commerce Merger Sub with and into 1st Commerce Bank, with 1st Commerce Bank being the surviving entity and becoming GCAC’s wholly-owned subsidiary and (ii) together with 1st Commerce Bank as assignee, an Asset Purchase Agreement (the “Colonial Asset Purchase Agreement”), with Colonial Bank, an Alabama banking corporation (“Colonial Bank”), and wholly-owned subsidiary of The Colonial BancGroup, Inc. a Delaware corporation. The transactions contemplated by the 1st Commerce Merger Agreement and the Colonial Asset Purchase Agreement are referred to herein as the “Acquisitions”.

     WHEREAS, HCAM, as GCAC’s sponsor, may commence privately negotiated purchases of shares of GCAC (the “Sponsor Share Purchases”) for the purchase of up to 39% of the outstanding shares of common stock of GCAC in order to help facilitate the necessary votes of the shareholders of GCAC to consummate the Acquisitions.

     WHEREAS, as of the date hereof, neither HCAM nor GCAC have solicited or will solicit any tenders of any GCAC securities pursuant to any public tender offer in lieu of any Sponsor Share Purchases and does not intend to engage in any private negotiations in connection with any Sponsor Share Purchases unless necessary to consummate the Acquisitions.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Sponsor Share Purchases. HCAM acknowledges that it may, at is option and in its sole discretion, affect the Sponsor Share Purchases at any time prior to the meeting of GCAC stockholders where such stockholders will vote to approve the Acquisitions (the “Special Meeting”). Should HCAM elect to proceed with the Sponsor Share Purchases, HCAM will not attempt to affect the Sponsor Share Purchases from any seller who does not represent to HCAM that it is an “accredited investor” as defined in Regulation D of the Securities Act of 1933, as amended. HCAM hereby agrees that the Sponsor Share Purchases will be in compliance with all federal and state laws and regulations, including the Securities Exchange Act of 1934, as amended.

     2. Exchange of Securities. In the event HCAM chooses to affect the Sponsor Share Purchases, HCAM shall have the right, at its option and in its sole discretion, prior to the closing of the Acquisitions, to propose a term sheet to GCAC that shall set forth the terms of an exchange offer whereby any shares purchased by HCAM through the Sponsor Share Purchases (other than any shares repurchased by GCAC upon HCAM’s exercise of the Share Repurchase Option) will be exchanged for new GCAC securities (the “Permanent Financing Exchange”). The Permanent Financing Exchange option shall automatically terminate immediately prior to the Special Meeting. HCAM hereby agrees that the Permanent Financing Exchange shall be on commercially reasonable terms and shall be subject to approval by a majority of the disinterested

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members of GCAC’s board of directors (the “Board”). If approved, GCAC shall be obligated, within ten days of such approval, to commence an exchange offer on substantially similar terms to the Permanent Financing Exchange term sheet to all holders of GCAC’s public shares on a pro rata basis in compliance with all federal and state laws and regulations, including the Securities Exchange Act of 1934, as amended.

     3. Share Repurchase Option. In the event HCAM chooses to affect the Sponsor Share Purchases, HCAM shall have the option, in its sole discretion, to require GCAC to repurchase on the closing date of the Acquisitions all or any part of the shares acquired by HCAM through the Sponsor Share Purchases for an aggregate purchase price equal to the aggregate purchase price paid by HCAM for such shares (the “Share Repurchase Option”); provided, however, that such purchase shall be subject to the approval of a majority of the disinterested members of the Board if the purchase price for such shares is more than five percent (5%) greater than the per share amount to be received by GCAC shareholders that exercise their option to convert their shares to cash in accordance with the terms of GCAC’s Amended and Restated Certificate of Incorporation. The Share Repurchase Option may only be exercised by written notification from HCAM to GCAC that HCAM has chosen to exercise the Share Repurchase Option with respect to all or any part of the GCAC shares acquired through the Sponsor Share Purchases within one day prior to the Special Meeting. In the event HCAM exercises the Share Repurchase Option it will relinquish all of its rights to affect the Permanent Financing Exchange.

     4. Indemnification. GCAC will indemnify, defend and hold harmless HCAM, its affiliates, any current or previous investors in any of the funds or accounts it manages, any other person acting on behalf of such persons, and each other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act of 1934, as amended, against any obligations, claims, disputes, losses, damages, expenses or liabilities, joint or several, (or actions in respect thereof) to which any of the foregoing persons may become subject and insofar as such, obligations, claims, disputes, losses, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon the Sponsor Share Purchases or any related agreements or transactions contemplated thereby, regardless of whether HCAM is a party thereto.

     5. Conditions Precedent. The obligations of HCAM and GCAC under this Agreement shall be subject to the satisfaction of the following conditions precedent:

     (i) Warrant Restructuring: The holders of GCAC’s outstanding warrants shall have agreed to restructure such warrants on terms acceptable to HCAM; and

     (ii) Approval of the Acquisitions. The Acquisitions shall have been approved by the requisite number of GCAC stockholders at the Special Meeting to permit GCAC to consummate Acquisitions, and the Acquisitions shall have been consummated;

provided, however, that GCAC’s obligations under Paragraph 4 above shall not be subject to the provisions of this Paragraph 5.

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     6. Waiver of Trust. HCAM hereby acknowledges that the aggregate gross proceeds from GCAC’s initial public offering (“IPO”), including the proceeds received upon the consummation of the exercise of the over-allotment option, and proceeds received from a private placement that closed simultaneously with the first closing of the IPO, including any accrued interest not released to GCAC in accordance with the terms of the IPO was placed in a trust account (the “Trust Account”) for the benefit of the GCAC’s public stockholders. HCAM further hereby acknowledges and agrees that HCAM does not have any right, title, interest or claim of any kind in or to any monies the Trust Account established by GCAC (“Claim”) and hereby waives any Claim HCAM may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with GCAC, including this Agreement and the transactions contemplated hereby, and will not seek recourse against the Trust Account for any reason whatsoever.

     7. Complete Agreement; Amendment. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof. No party hereto shall be bound by nor charged with any oral or written agreements, representations, warranties, statements, promises or understandings not specifically set forth in this Agreement, or the exhibits hereto. This Agreement may not be changed, amended, altered or modified except by a writing signed by the parties hereto, and no provision hereof may be waived other than in a writing signed by the party to be charged.

     8. Validity. In the event that any provision of this Agreement shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement.

     9. Survival of Rights. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties signatory hereto, and their respective permitted successors and assigns.

     10. Waiver. No consent or waiver, express or implied, by a party to or of any breach or default by the other party in the performance by such other party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of such other party of the same or any other obligations of such other party hereunder. Failure on the part of a party to complain of any act or failure to act on the part of the other party or to declare the other party in default, irrespective of how long such failure continues, shall not constitute a waiver by such party of its rights hereunder unless such default is cured prior the date upon which the non-defaulting party declares such default. The giving of consent by a party in any one instance shall not limit or waive the necessity to obtain such party’s consent in any future instance.

     11. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same instrument.

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     12. Further Assurances. Each party hereto agrees to do all acts and things and to make, execute and deliver such written instruments, as shall from time to time be reasonably required, to carry out the terms and provisions of this Agreement.

     13. Choice of Law. 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.

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          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

HAYGROUND COVE ASSET MANAGEMENT LLC

/s/ Jason N. Ader Name: Jason N. Ader

Title: Sole Member

GLOBAL CONSUMER ACQUISITION CORP.

/s/ Daniel B. Silvers Name: Daniel B. Silvers

Title: President

EX-10.2

Exhibit 10.2

EXECUTION COPY

GLOBAL CONSUMER ACQUISITION CORP.

EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT (this “Agreement”) dated as of July 28, 2009, between Global Consumer Acquisition Corp., a Delaware corporation, its successors or assigns (the “Company”), and George Rosenbaum, Jr. (the “Employee”).

W I T N E S S E T H

     WHEREAS, the Company has negotiated to purchase certain assets and deposits of Colonial Bank, the majority of which will originate from the Nevada regional branch (the “Transaction”);

     WHEREAS, the Company desires to employ the Employee as the Chief Financial Officer of the Company’s Nevada commercial banking operations (the “Business”) and the Principal Accounting Officer of the Company following the consummation of the Transaction;

     WHEREAS, the Company and the Employee desire to enter into this Agreement as to the terms of the Employee’s employment as the Chief Financial Officer of the Business and the Principal Accounting Officer of the Company; and

     WHEREAS, the Employee’s agreement to be employed by the Company as of the Effective Date (as defined in Section 2 hereof) is a material inducement to the Company to enter into this Agreement as of the date hereof;

     NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1. POSITION AND DUTIES.

     (a) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Chief Financial Officer of the Business and the Principal Accounting Officer of the Company. In each such capacity, the Employee shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Chairman (the “Chairman”) of the Board of Directors of the Company (the “Board”) shall designate from time to time that are not inconsistent with the Employee’s position as the Chief Financial Officer of the Business or the Principal Accounting Officer of the Company, as the case may be. The Employee shall report to (1) the Chairman, (2) if, as and when requested by the Chairman, to the Chief Executive Officer of the Business, in the Employee’s capacity as the Chief Financial Officer of the Business, (3) if, as and when requested by the Chairman, to the Chief Executive Officer of the Company, in the Employee’s capacity as the Principal Accounting Officer of the Company, and (4) the board of directors of any subsidiary he may serve hereunder.

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     (b) During the Employment Term, the Employee shall devote all of the Employee’s business time, energy and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company; provided, that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board in each instance, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Employee’s passive personal investments; so long as such activities do not, individually or in the aggregate, interfere or conflict with the Employee’s duties hereunder or create a potential conflict of interest. If the Board determines, in its sole discretion, that any outside activity or activities pose or will pose a conflict of interest, or that the time commitments required interfere with the performance of the Employee’s duties hereunder, even if previously approved, the Employee shall, at the request of the Board, cease such activities at the earliest available opportunity.

     (c) The Employee shall serve hereunder as an officer of any subsidiary or division of the Company that includes any portion of the Business as requested by the Company from time to time without any additional compensation therefor. The Company may, without limiting its liability hereunder, cause any subsidiary to assume the Company’s obligations hereunder.

     2. EMPLOYMENT TERM. The Company agrees to employ the Employee pursuant to the terms of this Agreement, and the Employee agrees to be so employed, for a term of three years (the “Initial Term”) commencing as of the Effective Date. Notwithstanding anything herein to the contrary, the Employee agrees that he shall not terminate this Agreement prior to the Effective Date; provided, that the Effective Date occurs no later than November 27, 2009 (or such later date as the Company may elect upon an extension by a majority of the Company’s shares at a meeting of the shareholders prior to November 27, 2009); provided further, that, prior to the Effective Date, the Employee shall agree to cooperate and permit the Company to use his name in regulatory filings that he has approved, which approval shall not unreasonably be withheld or delayed. On each anniversary of the Effective Date following the Initial Term, the term of this Agreement shall be automatically extended for successive 1-year periods (each a “Renewal Term”), provided, however, that either party hereto may elect not to extend the term of this Agreement by giving written notice to the other party at least 30 days prior to any such anniversary date. Notwithstanding the foregoing, the Employee’s employment hereunder may be earlier terminated at any time during the Initial Term or any Renewal Term in accordance with Section 8 hereof, subject to Section 9 hereof. The period of time between the Effective Date and the termination of the Employee’s employment hereunder for any reason shall be referred to herein as the “Employment Term.” For purposes of this Agreement, “Effective Date” means the closing of the Transaction.

     3. BASE SALARY. During the Employment Term, the Company agrees to pay the Employee a base salary at an annual rate of not less than $200,000, payable in accordance with the regular payroll practices of the Company. The Employee’s Base Salary shall be subject to annual review by the Board (or a committee thereof), and may be increased, but not decreased below its then current level, from time to time by the Board. The base salary as determined herein from time to time shall constitute “Base Salary” for purposes of this Agreement.

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     4. ANNUAL BONUS. During the Employment Term, the Employee shall be eligible to receive an annual discretionary incentive payment under the Company’s annual bonus plan as in effect from time to time (the “Annual Bonus”), upon the attainment of one of more pre-established performance goals established by the Board of the Company’s Compensation Committee (the “Committee”).

     5. TRANSACTION BONUS. Within 10 days following the Effective Date, the Company shall pay to the Employee a lump sum cash payment equal to a pro rata amount of the Employee’s Base Salary for the period from the signing of this Agreement by the parties hereto to the Effective Date.

     6. EQUITY AWARDS.

     (a) Subject to the approval of the award by (i) the Board and (ii) the Company’s stockholders in connection with the solicitation of proxies for approval of the Transaction, on the Effective Date the Employee shall receive a one-time grant of a number of restricted shares of the Company’s common stock (the “Restricted Stock”) equal to $250,000 divided by the closing price of the Company’s common stock on the Effective Date. The Company hereby agrees that it will not solicit proxies or consents from its stockholders for approval of the Transaction unless the Company solicits proxies or consents from its stockholders to approve the issuance of the Restricted Stock concurrently therewith; provided, that you are continuously employed by the Company through the date of such solicitation. The Restricted Stock will vest 20% on each of the first, second, third, fourth and fifth anniversaries of the Effective Date, subject to the Employee’s continuous employment through each vesting date, except that the Restricted Stock shall immediately vest in full upon a Change in Control (as defined below). In addition, the Employee agrees that, for a period of one year following each vesting date (each such period, a “Lock-up Period”), the Employee will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, the shares of the Company’s common stock that became vested on such vesting date; provided, however, that on each such vesting date, the Employee shall be able to sell certain of his Restricted Stock to the extent the proceeds of each such sale will be applied exclusively towards the satisfaction of the portion of any tax liabilities that become due and payable that is directly attributable to the vesting of such shares of common stock; provided further, however, that the Employee shall not transfer the shares of common stock subject to forfeiture, as provided in Section 9(c), without first delivering prior notice to the Company, then receiving written approval from the Company, which approval shall not unreasonably be withheld or delayed. For the avoidance of doubt, the shares of common stock subject to a Lock-up Period shall not be Restricted Stock and are not subject to forfeiture, except as otherwise provided in Section 9(c). Each Lock-up Period shall survive the termination of the Employee’s employment hereunder. The Restricted Stock will be subject to the terms of a restricted stock agreement to be entered into between the Employee and contain such other provisions as determined necessary by the Board, which provisions shall not be inconsistent with the terms set forth in this Agreement. For purposes of this Agreement, a “Change in Control” means the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concern, of 50% of more of the then outstanding voting securities of the Company or the power to cause the election of a majority of the members of the Board of Directors of the Company.

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     (b) During the Employment Term, the Employee shall be eligible to receive other equity and other long-term incentive awards under the equity-based incentive compensation plans adopted by the Company during the Employment Term for which the Company’s senior executives are generally eligible. The level of the Employee’s participation in any such plan, if any, shall be determined in the sole discretion of the Board from time to time.

     7. EMPLOYEE BENEFITS.

     (a) BENEFIT PLANS. During the Employment Term, the Employee shall be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally from time to time in accordance with, and subject to, the terms and conditions thereof, including satisfying the applicable eligibility requirements. Notwithstanding the foregoing, the Company may in its sole discretion modify or terminate any employee benefit plan at any time.

     (b) VACATIONS. During the Employment Term, the Employee shall be entitled to four weeks of paid vacation per calendar year (as prorated for partial years) in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time. The Employee agrees that any vacation taken by the Employee during the Employment Term shall be taken at times which are mutually determined by the Chairman and the Employee not to interfere, in any material respect, with the Employee’s performance of his duties hereunder.

     (c) BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of appropriate documentation, the Employee shall be reimbursed in accordance with the Company’s expense reimbursement policy, for all reasonable business and entertainment expenses incurred in connection with the performance of the Employee’s duties hereunder and the Company’s policies with regard thereto.

     8. TERMINATION. The Employee’s employment and the Employment Term shall terminate on the first of the following to occur:

     (a) DISABILITY. Upon written notice by the Company to the Employee of termination due to Disability. For purposes of this Agreement, “Disability” shall be defined as the inability of the Employee to have performed the Employee’s material duties hereunder due to a physical or mental injury, infirmity or incapacity for 180 days (including weekends and holidays) in any 365-day period.

     (b) DEATH. Automatically on the date of death of the Employee.

     (c) CAUSE. Immediately upon written notice by the Company to the Employee of a termination for Cause. “Cause” shall mean:

     (i) the Employee’s willful misconduct or gross negligence in the performance of the Employee’s duties to the Company that has or could reasonably be expected to have an adverse effect on the Business that, if curable, is not cured within 30 days of the giving of written notice thereof to the Employee;

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     (ii) the Employee’s repeated refusal or failure to perform the Employee’s duties to the Company or to follow the lawful directives of the Board or a more senior executive (other than as a result of death or a physical or mental incapacity), which refusal or failure continued for at least 30 days following the giving of written notice of demand for substantial performance to the Employee;

     (iii) indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude;

     (iv) the Employee’s embezzlement or misappropriation of corporate funds or other acts of theft, fraud, malfeasance, self-dealing, dishonesty or breach of fiduciary duty in connection with the performance of the Employee’s duties to the Company;

     (v) the Employee either not receiving approval from the Bank Regulators to serve as either the Chief Financial Officer of the Business or the Principal Accounting Officer of the Company or later being determined by the Bank Regulators to be unsuitable to serve in either such capacity. “Bank Regulators” shall mean the Federal Deposit Insurance Corporation or any successor thereto, the Office of the Nevada Division of Banking, or any other federal or state regulatory agency with authority over the Company or Colonial Bank;

     (vi) breach of Section 11 of this Agreement; or

     (vii) material breach of any other Section of this Agreement or any other agreement with the Company, or a violation of the Company’s code of conduct or other written policy that, if curable, is not cured within 30 days of the giving of written notice thereof to the Employee.

     (d) WITHOUT CAUSE. Immediately upon written notice by the Company to the Employee of an involuntary termination without Cause (other than for death or Disability).

     (e) GOOD REASON. Upon written notice by the Employee to the Company of a termination for Good Reason. “Good Reason” shall mean the occurrence of any of the following events without the written consent of the Employee, unless such events are fully corrected in all material respects by the Company within 30 days following its receipt of the written notification by the Employee to the Company described below:

     (i) material diminution in the Employee’s Base Salary; or

     (ii) relocation of the Employee’s primary work location outside Nevada.

Any claim of any such event as “Good Reason” shall be deemed irrevocably waived by the Employee unless: (x) the Employee delivers written notice to the Board of his intent to resign from his employment hereunder for Good Reason within 60 days following the date on which the event the Employee claims constitutes Good Reason occurs, which notice shall specifically identify the facts and circumstances the Employee claims constitutes Good Reason, and (y) the Employee resigns from his employment hereunder for Good Reason within 150 days following the date on which the event the Employee claims constitutes Good Reason occurs.

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     (f) WITHOUT GOOD REASON. Upon 30 days’ prior written notice by the Employee to the Company of the Employee’s voluntary termination of employment without Good Reason; provided, that upon receipt of such notice the Company may, in its sole discretion, make such termination effective at an earlier date and the termination shall still be treated as a voluntary termination by the Employee without Good Reason.

     (g) EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT. Upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Employee pursuant to the provisions of Section 2 hereof.

     9. CONSEQUENCES OF TERMINATION.

     (a) DEATH. In the event that the Employee’s employment and the Employment Term ends on account of the Employee’s death, the Employee’s estate shall be entitled to the following:

     (i) any unpaid Base Salary through the date of termination, paid in accordance with the regular payroll practices of the Company;

     (ii) any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination;

     (iii) reimbursement for any unreimbursed business expenses incurred through the date of termination pursuant to, and paid in accordance with, Sections 6(c) and 24(b)(iii) of this Agreement;

     (iv) any accrued but unused vacation time paid in accordance with Company policy; and

     (v) such vested accrued benefits, if any, as to which the Employee may be entitled under the Company’s employee benefit plans and programs applicable to the Employee as of the date of termination (other than any severance pay plan), which shall be paid or provided in accordance with the terms of the applicable plan or program (collectively, Sections 9(a)(i) through 9(a)(iv) hereof shall be hereafter referred to as the “Accrued Benefits”).

For the avoidance of doubt, in the event that the Employee’s employment and the Employment Term ends on account of the Employee’s death, any unvested shares of Restricted Stock shall be forfeited.

     (b) DISABILITY. In the event that the Employee’s employment and/or Employment Term ends on account of the Employee’s Disability, the Company shall pay or provide the Employee with the Accrued Benefits. For the avoidance of doubt, in the event that the Employee’s employment and/or Employment Term ends on account of the Employee’s Disability, any unvested shares of Restricted Stock shall be forfeited.

     (c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS A RESULT OF EMPLOYEE NON-EXTENSION OF THIS AGREEMENT. If the

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Employee’s employment is terminated (i) by the Company for Cause, (ii) by the Employee without Good Reason, or (iii) as a result of the Employee’s non-extension of the Employment Term as provided in Section 2 hereof, the Company shall pay to the Employee the Accrued Benefits, and, if the Employee’s employment is terminated on account of Section 9(c)(i) during the Employment Term or Section 9(c)(ii) through the fifth anniversary of the Effective Date, the Employee shall forfeit and transfer to the Company at no cost (other than any amounts the Employee paid to acquire such shares) 50% of the shares of Restricted Stock vested (subject to reduction for any amount of tax liability incurred by the Employee with respect to that 50% of the shares); provided, that the Employee has not made an election with respect to the shares of Restricted Stock under Section 83(b) of the Code (as defined in Section 24(b)), as of the date of termination (including any shares subject to a Lock-up Period), and, for the avoidance of doubt, any unvested shares of Restricted Stock shall be forfeited.

     (d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF COMPANY NON-EXTENSION OF THIS AGREEMENT. If the Employee’s employment by the Company is terminated (x) by the Company other than for Cause, (y) by the Employee for Good Reason, or (z) as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof, the Company shall pay or provide the Employee with the Accrued Benefits and, subject to the Employee’s compliance with the obligations in Sections 10, 11 and 12 hereof, the following, subject to the provisions of Section 24 hereof:

     (i) an amount equal to the Employee’s monthly Base Salary rate (but not as an employee), which would continue to be paid monthly for a period of 12 months following the date of such termination; provided, that the first payment shall be made on the first payroll period on or after the 60^th day following such termination and shall include payment of any amounts that would otherwise be due prior thereto; and

     (ii) subject to (A) the Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) the Employee’s continued co-payment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) (the “active employee rate”), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee for a period of up to 18 months at the Company’s expense (other than as set forth in sub-section (B)), provided, that the Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 9(d)(ii) shall immediately cease. Notwithstanding the foregoing, if he benefits under the Company’s group health plan will be taxable to the Employee, then in lieu of the Company’s payments for such continued participation, the Company shall reimburse the Employee for his premiums for continued coverage under such plan in the amount that the cost of such coverage exceeds the active employee rate (as determined based on the Executive’s premium rate in effect on the date of termination).

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For the avoidance of doubt, in the event that the Employee’s employment and/or Employment Term ends in accordance with this Section 9(d), any unvested shares of Restricted Stock shall be forfeited, but no vested shares of Restricted Stock shall be forfeited. Payments and benefits provided in this Section 9(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the Company.

     (e) OTHER OBLIGATIONS. Upon any termination of the Employee’s employment with the Company, the Employee shall promptly resign from any other position as an officer, director or fiduciary of any Company-related entity.

     10. RELEASE; NO MITIGATION. Any and all amounts payable and benefits or additional rights provided to the Employee upon a termination of his employment pursuant to Section 9 (other than the Accrued Benefits) shall only be payable or provided if the Employee delivers to the Company and does not revoke a general release of claims in favor of the Company and certain related parties in a form reasonably satisfactory to the Company, which the Company shall provide to the Employee within seven days following the date of termination. Such release shall be executed and delivered (and no longer subject to revocation, if applicable) within 60 days following termination. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Employee as a result of employment by a subsequent employer, except as provided in Section 9(d)(ii) hereof. The Employee shall not be entitled to any release of claims from the Company in favor of the Employee.

     11. RESTRICTIVE COVENANTS.

     (a) CONFIDENTIALITY. The Employee agrees that the Employee shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Employee’s assigned duties and for the benefit of the Company, either during the period of the Employee’s employment or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Company, any of its subsidiaries, affiliated companies or businesses, which shall have been obtained by the Employee during the Employee’s employment by the Company (or any predecessor). The foregoing shall not apply to information that (A) was known to the public prior to its disclosure to the Employee; (B) becomes generally known to the public subsequent to disclosure to the Employee through no wrongful act of the Employee or any representative of the Employee; or (C) the Employee is required to disclose by applicable law, regulation or legal process (provided, that the Employee provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information).

     (b) NONCOMPETITION. The Employee acknowledges that the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Employee’s employment hereunder and for a period of 1 year thereafter, the Employee agrees that the Employee will not, directly or indirectly, own,

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manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, within the State of Nevada. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from being a passive owner of not more than one percent of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee has no active participation in the business of such corporation.

     (c) NONSOLICITATION; NONINTERFERENCE. (i) During the Employee’s employment with the Company and for a period of 1 year thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer.

     (ii) During the Employee’s employment with the Company and for a period of 2 years thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee, representative or agent of the Company or any of its subsidiaries or affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers or licensors. An employee, representative or agent shall be deemed covered by this Section 11(c)(ii) while so employed or retained and for a period of six (6) months thereafter.

     (d) NONDISPARAGMENT. The Employee agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders, agents or products, in any manner likely to be harmful to them or their business, business reputation or personal reputation other than while employed by the Company, in the good faith performance of the Employee’s duties to the Company. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings); provided, that prior to making any such statement the Employee shall provide the Company with prior notice and shall reasonably cooperate with the Company in seeking a protective order or other appropriate protection against making such statement.

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     (e) INVENTIONS. (i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense.

     (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company.

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     (f) RETURN OF COMPANY PROPERTY. On the date of the Employee’s termination of employment with the Company for any reason (or at any time prior thereto at the Company’s request), the Employee shall return all property belonging to the Company or its affiliates (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company).

     (g) REFORMATION. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 11 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.

     (h) TOLLING. In the event of any violation of the provisions of this Section 11, the Employee acknowledges and agrees that the post-termination restrictions contained in this Section 11 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

     (i) SURVIVAL OF PROVISIONS. The obligations contained in Sections 1111 and 12 hereof shall survive the termination or expiration of the Employment Term and the Employee’s employment with the Company and shall be fully enforceable thereafter.

     12. COOPERATION. Upon the receipt of reasonable notice from the Company (including its outside counsel), the Employee agrees that while employed by the Company and thereafter, the Employee will respond and provide information with regard to matters in which the Employee has knowledge as a result of the Employee’s employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of any claims that may be made against the Company or its affiliates, and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of the Employee’s employment with the Company. The Employee agrees to promptly inform the Company if the Employee becomes aware of any lawsuits involving such claims that may be filed or threatened against the Company or its affiliates. The Employee also agrees to promptly inform the Company (to the extent that the Employee is legally permitted to do so) if the Employee is asked to assist in any investigation of the Company or its affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. If the Employee is required to provide services pursuant to this Section 12 following the Employment Term for more than five hours per month for more than three months, then (a) the Employee shall receive a fee for his time at a rate of $1,000 per day and (b) in accordance with its reimbursement policies and procedures as in effect, including the timely submission of proper documentation supporting such expenses, the Company will pay (or reimburse the Employee for) reasonable out-of-pocket travel, lodging, communication and duplication expenses incurred in connection with the performance of such services.

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     13. EQUITABLE RELIEF AND OTHER REMEDIES. The Employee acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 11 or Section 12 hereof would be inadequate and, in recognition of this fact, the Employee agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. In the event of a violation by the Employee of Section 1111 or Section 12 hereof, any severance being paid or provided to the Employee pursuant to this Agreement or otherwise shall immediately cease, and any severance previously paid to the Employee shall be immediately repaid to the Company.

     14. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as provided in this Section 14 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Employee hereby acknowledges and agree that the Company may assign this Agreement (including the provisions of Section 11 and Section 12) to any successor to all or substantially all of the business and/or assets of the Company. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets.

     15. NOTICE. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing. Each notice and all other communications shall be delivered either by hand, by confirmed facsimile or electronic mail (but only if followed by transmittal by national overnight courier or hand delivered in person on the next business day), by guaranteed overnight delivery service, or by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Employee:

At the address (or to the facsimile number) shown
on the records of the Company

If to the Company:

Global Consumer Acquisition Corp.
1370 Avenue of the Americas
28^th Floor
New York, New York 10019
Attention: Jason N. Ader, Chairman
Facsimile: 212.445.7800

with a copy to:

Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
Attention: Jeffrey A. Horwitz
Facsimile: 212.969.2900

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or to such other address as either party may have furnished to the other in writing in accordance herewith. Each notice and all other communications shall be deemed duly given and effective upon actual receipt (or refusal of receipt).

     16. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or policy of the Company, the terms of this Agreement shall govern and control.

     17. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

     18. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

     19. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to its principles of conflicts of laws. Each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York City or the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

     20. INDEMNIFICATION. The Company hereby agrees to indemnify the Employee and hold the Employee harmless to the extent provided under the By-Laws of the Company against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from the Employee’s good faith performance of the Employee’s duties and obligations with the Company. This obligation shall survive the termination of the Employee’s employment with the Company.

     21. LIABILITY INSURANCE. The Company shall cover the Employee under directors’ and officers’ liability insurance both during and, while potential liability exists, after

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the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and directors.

     22. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Employee and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Employee and the Company with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

     23. REPRESENTATIONS. The Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee’s part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing all of the Employee’s duties and obligations hereunder. In addition, the Employee acknowledges that the Employee is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the Sarbanes-Oxley Act of 2002 and the right of the Company to be reimbursed for certain payments to the Employee in compliance therewith. In addition, the Employee hereby represents, warrants and agrees with the Company that: (i) a portion of the compensation payable to the Employee pursuant to this Agreement constitutes good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, for the covenants and agreements contained in Section 11 and Section 12; (ii) the covenants and agreements contained in Section 11 and Section 12 are reasonable, appropriate and suitable in their geographic scope, duration and content; the Employee shall not, directly or indirectly, raise any issue of the reasonableness, appropriateness and suitability of the geographic scope, duration or content of such covenants and agreements in any proceeding to enforce such covenants and agreements; and such covenants and agreements shall survive the termination of the Employees employment for the durations set forth therein; (iii) the enforcement of any remedy under this Agreement will not prevent the Employee from earning a livelihood because the Employee’s past work history and abilities are such that the Employee reasonably can expect to find work, if he so chooses, in other areas and lines of business; (iv) the covenants and agreements stated in Section 11 and Section 12 are essential for the Employer’s reasonable protection; and (v) the Company has reasonably relied on these covenants and agreements by the Employee.

     24. TAX MATTERS.

     (a) WITHHOLDING. The Employee shall pay, or make arrangements satisfactory to the Company to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state and local taxes (but not the Company’ share of Social Security taxes) that the Company is required to withhold at any time. In the absence of such

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arrangements, the Company may withhold from any and all amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation, including the right to retain, and not deliver to the Employee, vested shares of the Company’s Restricted Stock otherwise deliverable to the Employee hereunder.

     (b) SECTION 409A COMPLIANCE.

     (i) The parties agree that this Agreement shall be interpreted to comply with Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”) and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event will the Company be liable for any additional tax, interest or penalties that may be imposed on the Employee by Code Section 409A or any damages for failing to comply with Code Section 409A or the provisions of this Section 24.

     (ii) Notwithstanding any provision to the contrary in this Agreement, a termination of the Employee’s employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” will mean separation from service. If the Employee is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A, such payment or benefit will not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Employees separation from service or (ii) the date of the Employee’s death. On the first day of the seventh month following the date of the Employee’s separation from service or, if earlier, on the date of the Employee’s death, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein.

     (iii) Any reimbursement of costs and expenses provided for under this Agreement shall be made no later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred.

     (iv) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits,

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provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect.

     (v) With regard to any installment payments provided for herein, each installment thereof shall be deemed a separate payment for purposes of Code Section 409A.

     (vi) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

     (vii) To the extent that this Agreement provides for the Employee’s indemnification by the Company and/or the payment or advancement of costs and expenses associated with indemnification, any such amounts shall be paid or advanced to the Employee only in a manner and to the extent that such amounts are exempt from the application of Code Section 409A in accordance with the provisions of Treasury Regulation 1.409A-1(b)(10).

     25. WAIVER. The Employee hereby acknowledges that the aggregate gross proceeds from the Company’s initial public offering (“IPO”), including the proceeds received upon the consummation of the exercise of the over-allotment option, and proceeds received from a private placement that closed simultaneously with the first closing of the IPO, including any accrued interest not released to the Company in accordance with the terms of the IPO, was placed in a trust account (the “Trust Account”) for the benefit of the Company’s public stockholders. The Employee further hereby acknowledges and agrees that the Company does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account established by the Company (“Claim”) and hereby waives any Claim the Company may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

GLOBAL CONSUMER ACQUISITION CORP.
By: Name:	/s/ Jason N. Ader Jason N. Ader
Title:	Chairman
/s/ George A. Rosenbaum, Jr.
GEORGE A. ROSENBAUM, JR.