CERTIFICATE OF AMENDMENT
OF THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GLOBAL CONSUMER ACQUISITION CORP.
Global Consumer
Acquisition Corp., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware
(the “ Corporation ”), does hereby
certify:
FIRST: The
Board of Directors of the Corporation (the “ Board
”), acting by unanimous affirmative vote at a meeting of the
Board at which every director was present in accordance with
Section 141 of the General Corporation Law of the State of
Delaware, adopted a resolution authorizing the Corporation
(i) to amend the Amended and Restated Certificate of
Incorporation of the Corporation to revise the definition of
“Business Combination&rdquo