GLOBAL CONSUMER ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2021 • Global Consumer Acquisition Corp • Blank checks • New York
Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Kingswood Capital Markets, a division of Benchmark Investments LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENT between GLOBAL CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 14th, 2021 • Global Consumer Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 8, 2021, is by and between Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2021 • Global Consumer Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 8, 2021, is made and entered into by and among Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), Global Consumer Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • June 14th, 2021 • Global Consumer Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 8, 2021, by and amongst Mountain Crest Acquisition Corp. IV, a Delaware corporation (the “Company”), and the undersigned directors and officers of the Company (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 24th, 2021 • Global Consumer Acquisition Corp • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2021 by and between Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 14th, 2021 • Global Consumer Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this "Agreement") is made effective as of June 8, 2021 by and between Global Consumer Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the "Trustee").
GLOBAL CONSUMER ACQUISITION CORP.Securities Subscription Agreement • February 24th, 2021 • Global Consumer Acquisition Corp • New York
This agreement (the “Agreement”) is effective as of [●], 2021, by and between Global Consumer Acquisition LLC, incorporated under the laws of Delaware (the “Subscriber” or “you”), and Global Consumer Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 24th, 2021 • Global Consumer Acquisition Corp • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
Global Consumer Acquisition Corp. Marietta GA 30062 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 24th, 2021 • Global Consumer Acquisition Corp
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Global Consumer Acquisition Corp., a Delaware corporation (the “Company”) and Kingswood Capital Markets Inc., a division of Benchmark Investments Inc., as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one half of one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offerin
Global Consumer Acquisition Corp. Marietta GA 30062 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 27th, 2021 • Global Consumer Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Global Consumer Acquisition Corp., a Delaware corporation (the “Company”) and Kingswood Capital Markets Inc., a division of Benchmark Investments Inc., as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one half of one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offerin
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 14th, 2021 • Global Consumer Acquisition Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of June 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Global Consumer Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
STOCK PURCHASE AGREEMENT dated December 13, 2021 by and among TGP Trading FZCO, GP Global Limited and Global Consumer Acquisition Corp.Stock Purchase Agreement • December 13th, 2021 • Global Consumer Acquisition Corp • Blank checks • Delaware
STOCK PURCHASE AGREEMENT, dated as of December 13, 2021 (this “Agreement”), by and among TGP Trading FZCO, a freezone company with limited liability organized in Dubai Airport Free Zone, Dubai, United Arab Emirates, with Registration No. DAFZA-FZCO-CF-729 (“Seller”), GP Global Limited, an offshore company with limited liability organized in Jebel Ali Free Zone, Dubai, United Arab Emirates, with Registration No. 133080 (the “Company”), and Global Consumer Acquisition Corp., a Delaware corporation (“Purchaser”).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 29th, 2022 • Global Consumer Acquisition Corp • Miscellaneous manufacturing industries • New York
This First Amendment to Stock Purchase Agreement (this “Amendment”), dated as of June 24, 2022, is entered into by and among CLP Luminex Holdings, LLC, a Delaware limited liability company (“Seller”), Luminex Home Décor & Fragrance Holding Corporation, a Delaware corporation (the “Company”), and Global Consumer Acquisition Corp., a Delaware corporation (“Purchaser”). Capitalized and other defined terms used in this Amendment and not otherwise defined herein have the respective meanings given to them in the Original Purchase Agreement (as defined below).
Global Consumer Acquisition Corp.Global Consumer Acquisition Corp • February 24th, 2021 • New York
This letter agreement by and between Global Consumer Acquisition Corp. (the “Company”) and ARC Group Limited (“ARC Group”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 29th, 2022 • Global Consumer Acquisition Corp • Miscellaneous manufacturing industries • New York
This Third Amendment to Stock Purchase Agreement (this “Amendment”), dated as of September 27, 2022, is entered into by and among CLP Luminex Holdings, LLC, a Delaware limited liability company (“Seller”), Luminex Home Décor & Fragrance Holding Corporation, a Delaware corporation (the “Company”), and Global Consumer Acquisition Corp., a Delaware corporation (“Purchaser”). Capitalized and other defined terms used in this Amendment and not otherwise defined herein have the respective meanings given to them in the Original Purchase Agreement (as defined below).
Global Consumer Acquisition Corp. Marietta GA 30062 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 14th, 2021 • Global Consumer Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Global Consumer Acquisition Corp., a Delaware corporation (the “Company”) and Kingswood Capital Markets Inc., a division of Benchmark Investments Inc., as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 19,550,000 of the Company’s units (including up to 2,550,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one half of one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offerin
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 29th, 2022 • Global Consumer Acquisition Corp • Miscellaneous manufacturing industries • New York
This First Amendment to Stock Purchase Agreement (this “Amendment”), dated as of June 24, 2022, is entered into by and among TGP Trading FZCO, a freezone company with limited liability organized in Dubai Airport Free Zone, Dubai, United Arab Emirates, with Registration No. DAFZA-FZCO-CF-729 (“Seller”), GP Global Limited, an offshore company with limited liability organized in Jebel Ali Free Zone, Dubai, United Arab Emirates, with Registration No. 133080 (the “Company”), and Global Consumer Acquisition Corp., a Delaware corporation (“Purchaser”). Capitalized and other defined terms used in this Amendment and not otherwise defined herein have the respective meanings given to them in the Original Purchase Agreement (as defined below).
Global Consumer Acquisition Corp.Global Consumer Acquisition Corp • April 27th, 2021 • Blank checks • New York
This letter agreement by and between Global Consumer Acquisition Corp. (the “Company”) and Global Consumer Acquisition LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ESCROW AGREEMENTEscrow Agreement • December 13th, 2021 • Global Consumer Acquisition Corp • Blank checks • New York
THIS ESCROW AGREEMENT (this “Agreement”), dated as of this [__] day of [________], 2022, is by and among KeyBank National Association (the “Escrow Agent”), Global Consumer Acquisition Corp., a Delaware corporation (“Purchaser”), and CLP Luminex Holdings, LLC, a Delaware limited liability company (“Seller”). The Escrow Agent, Purchaser and Seller are sometimes referred to in this Agreement collectively as the “Parties” or individually as a “Party”.
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 26th, 2022 • Global Consumer Acquisition Corp • Miscellaneous manufacturing industries • New York
This Second Amendment to Stock Purchase Agreement (this “Amendment”), dated as of September 22, 2022, is entered into by and among TGP Trading FZCO, a freezone company with limited liability organized in Dubai Airport Free Zone, Dubai, United Arab Emirates (“Seller”), GP Global Limited, an offshore company with limited liability organized in Jebel Ali Free Zone, Dubai, United Arab Emirates (the “Company”), and Global Consumer Acquisition Corp., a Delaware corporation (“Purchaser”). Capitalized and other defined terms used in this Amendment and not otherwise defined herein have the respective meanings given to them in the Original Purchase Agreement (as defined below).
Global Consumer Acquisition Corp.Global Consumer Acquisition Corp • June 14th, 2021 • Blank checks • New York
This letter agreement by and between Global Consumer Acquisition Corp. (the “Company”) and ARC Group Limited (the “Service Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • May 20th, 2021 • Global Consumer Acquisition Corp • Blank checks • Delaware
This Subscription Agreement (this “Agreement”), dated as of May __, 2021, is entered into by and between Global Consumer Acquisition LLC, a Delaware limited liability company (the “Company”), and the subscriber set forth on the signature page hereto (the “Subscriber”).
PURCHASER SUPPORT AGREEMENTPurchaser Support Agreement • December 13th, 2021 • Global Consumer Acquisition Corp • Blank checks
This PURCHASER SUPPORT AGREEMENT, dated as of December 13, 2021 (this “Agreement”), is entered into by and among the persons listed on Exhibit A hereto (each, a “Supporter”), Luminex Home Decor & Fragrance Holding Corporation, a Delaware corporation (the “Company”), and Global Consumer Acquisition Corp., a Delaware corporation (“Purchaser”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
STOCK TRANSFER AGREEMENTStock Transfer Agreement • June 14th, 2021 • Global Consumer Acquisition Corp • Blank checks • New York
This Stock Transfer Agreement (this “Agreement”) is entered into as of June 8, 2021, by and between Global Consumer Acquisition LLC (the “Transferor”) and Global Consumer Acquisition Corp. (the “Transferee”).
