Form of Investment Management Trust Agreement

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of , 2007 by and between Global Consumer Acquisition Corp. (the " Company" ) and Continental Stock Transfer & Trust Company (the " Trustee" ). WHEREAS, the Company' s Registration Statement on Form S-1, as amended, Registration No. (together with any registration statement filed pursuant to Rule 462(b), the " Registration Statement" ), for its initial public offering of securities (the " IPO" ) has been declared effective as of the date hereof by the Securities and Exchange Commission (the " Effective Date" ); and WHEREAS, Deutsche Bank Securities, Inc. (the " Representative" ) is acting as the representative of the underwriters in the IPO; and WHEREAS, Hayground Cove Asset Management LLC (" Hayground" ) and the Company' s Chief Executive Officer are purchasing securities in a private placement; and WHEREAS, as described in the Registration Statement, $295,450,000 of the gross proceeds of the IPO ($338,650,000 if the underwriters' over-allotment option is exercised in full), which includes the underwriters' deferred discount of $9,000,000 (or $10,350,000 if the underwriters' over-allotment option is exercised in full) and the proceeds of the Company' s insider private placement of $8,500,000, will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company and the holders of the Company' s common stock, par value $.0001 per share, issued in the IPO (the amount to be delivered to the Trustee will be referred to herein as the " Property;" the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the " Public Stockholders," and the Public Stockholders and the Company will be referred to together as the " Beneficiaries" ); and WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property; IT IS AGREED: 1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement, in a segregated trust account(s) (" Trust Account" ) established by the Trustee at a branch of JP Morgan Chase NA and at a brokerage institution selected by the Trustee and approved by the Company; (b) Manage, supervise and administer the Trust Account(s) subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, invest and


reinvest the Property in United States " government securities" and/or in any money market fund(s) selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company. As used herein, " Government Security" means any Treasury Bill issued by the United States, having a maturity of one hundred and eighty days (180) or less; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the " Property," as such term is used herein, of which income up to $4,100,000, net of taxes payable on such income, may be released to the Company periodically in accordance with paragraph 2(b) in order to fund its working capital requirements; (e) Promptly notify the Company of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company' s preparation of the tax returns relating to income from the Property in the Trust Account or otherwise; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or the Representative in writing to do so; (h) Render to the Company and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; (i) If there is any income or other tax obligation relating to the income from the Property in the Trust Account as determined by the Company, then, from time to time, at the written instruction of the Company, the Trustee shall promptly, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing, and disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such income tax obligation; (j) Commence liquidation of the Trust Account only upon receipt of and only in accordance with the terms of a letter (the " Termination Letter" ), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B , signed on behalf of the Company by its President or Chairman of the Board and Secretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein. The Trustee understands and agrees that, except as provided in paragraph 1(i) hereof, disbursements from the Trust Account shall be made only pursuant to the terms of a duly executed Partial Release Letter or Termination Letter, as defined in paragraph 2(b) and 1(j), respectively; provided, however, that in the event that a Termination Letter has not been received by the Business Combination Deadline (as defined and determined in accordance with this paragraph 1(j) hereof), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B , to the Beneficiaries as of the record date, which record date shall be within ten (10) business days

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of the Business Combination Deadline. In all cases, the Representative shall be copied on any Partial Release Letters, Termination Letters and/or any other correspondence that the Trustee receives with respect to any proposed withdrawal from the Trust Account. The " Business Combination Deadline" shall mean the date that is twenty-four (24) months from the date of the IPO; provided, however, that the Business Combination Deadline may be extended by a as set forth in the Registration Statement and the Company' s Amended and Restated Articles of Incorporation. 2. Limited Distributions Of Income From Trust Account. (a) If there is any income tax obligation relating to the income from the Property in the Trust Account, then, at the written instruction of the Company, the Trustee shall disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as required to pay income taxes; and (b) Upon written request from the Company in a form substantially similar to that attached hereto as Exhibit C (the " Partial Release Letter" ) , which may be given not more than once in any calendar month, the Trustee shall distribute to the Company by wire transfer an amount equal to % of the income collected on the Property through the last day of the calendar month immediately preceding the date of receipt of the Company' s request, as computed by the Company; provided, however, that the maximum amount of distributions, net of taxes, that the Company may request and the Trustee shall distribute pursuant to this Section 2(b) shall be $4,100,000. The first such distribution shall include income through the first full calendar month following the effective date of the IPO, with the Company' s request made after such date. It is understood that the Trustee' s only responsibility under this section is to follow the instructions of the Company; and (c) Except as provided in Section 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 1(j) hereof. 3. Waiver of Claims to Trust. The Trustee understands that the net proceeds from the IPO will be held in the Trust Account for the benefit of the Public Stockholders. The Trustee hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (any " Claim" ) and hereby waives any Claim it 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. 4. Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company' s President or Chairman of the Board. In addition, except with respect to its duties under Section 1(i) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one

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of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including commercially reasonable actual counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Tru ...