SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF GLOBAL CONSUMER ACQUISITION CORP.
Pursuant to Section 245 of
the
Delaware General Corporation Law
Global Consumer
Acquisition Corp., a Delaware corporation (the “
Corporation ”), does hereby certify as
follows:
1. The name
of the Corporation is Global Consumer Acquisition Corp. The date of
filing of its original Certificate of Incorporation with the
Secretary of State was June 28, 2007 under the name of Global
Consumer Acquisition Corp.
2. This
Amended and Restated Certificate of Incorporation of Global
Consumer Acquisition Corp. has been duly adopted in accordance with
the provisions of Sections 242 and 245 of the Delaware General
Corporation Law by the directors and stockholders of the
Corporation.
3. This
Amended and Restated Certificate of Incorporation restates,
integrates and further amends the Certificate of Incorporation of
the Corporation, as heretofore amended.
4. This
Amended and Restated Certificate of Incorporation shall be
effective on the date of filing with the Secretary of State of the
State of Delaware.
The text of the
Certificate of Incorporation of the Corporation is hereby amended
and restated to read in its entirety as follows:
FIRST: The
name of the corporation is Western Liberty Bancorp (hereinafter
sometimes referred to as the “ Corporation
”).
SECOND:
The registered office of the Corporation is to be located at 2711
Centerville Road, Suite 400, New Castle County, Wilmington,
Delaware, 19808. The name of its registered agent at that address
is Corporation Service Company.
THIRD: The
purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware
General Corporation Law, as amended from time to time (the “
DGCL ”). In addition to the powers and privileges
conferred upon the Corporation by law and those incidental thereto,
the Corporation shall possess and may exercise all the powers and
privileges which are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the
Corporation.
FOURTH:
The total number of shares of all classes of capital stock which
the Corporation shall have the authority to issue is 101,000,000,
of which 100,000,000 shall be Common Stock, par value $0.0001 per
share and 1,000,000 shares shall be Preferred Stock, par value
$0.0001 per share.
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