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Exhibit 3.2

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.

C-1



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