Item 1.01 Entry into a Material Definitive
Agreement
Global Consumer Acquisition
Corp. (“Global Consumer”) has entered into the following agreements to acquire two business combination target companies for
the purpose of consummating its initial business combination. Both business combination target companies are in the home decor and fragrance
products industry. All capitalized terms used herein, but not otherwise defined, shall have the respective meanings ascribed to such terms
in the respective agreements.
Stock Purchase Agreement to Acquire Luminex Home Décor &
Fragrance Holding Corporation
On December 13, 2021,
Global Consumer entered into a Stock Purchase Agreement (the “Luminex SPA”) with CLP Luminex Holdings,
LLC, a Delaware limited liability company (“Luminex Seller”), and Luminex Home Décor & Fragrance Holding Corporation,
a Delaware corporation (“Luminex”). Pursuant to the terms of the Luminex SPA, a business combination between Global Consumer
and Luminex will be effected by the acquisition of 100% of the issued and outstanding shares of capital stock of Luminex from Luminex
Seller (the “Luminex Stock Acquisition”). The board of directors of Global Consumer (the “GACQ Board”) has (i) approved
and declared advisable the Luminex SPA and the other transactions contemplated thereby, and (ii) resolved to recommend approval of
the Luminex SPA and related transactions by the stockholders of Global Consumer.
Luminex Stock Acquisition Consideration
The purchase price payable
by Global Consumer to Luminex Seller in the Luminex Stock Acquisition is in the form of cash and is based on an enterprise value of 8
times LTM EBITDA of Luminex and its subsidiaries for the trailing twelve months ending January 31, 2022 (subject to an enterprise
value floor of $160 million and a cap of $200 million), which enterprise value is (1) increased by (A) the cash and cash equivalents
of Luminex and its subsidiaries as immediately prior to the Closing, and (B) certain transaction expenses incurred by Luminex for
the benefit of Global Consumer, and (2) decreased by (A) the funded debt of Luminex and its subsidiaries as of immediately prior
to the Closing, (B) certain agreed-upon debt-like items of Luminex and its subsidiaries, (C) Luminex transaction expenses, and
(D) the tax liability resulting from the settlement or extinguishment of certain intercompany debt prior to Closing. In addition,
the purchase price is adjusted upwards or downwards by any surplus or shortfall in net working capital of Luminex and its subsidiaries
as of immediately prior to the Closing as compared to an agreed upon net working capital target. The purchase price payable at the Closing
(and each component thereof) will be estimated in good faith by Luminex and reviewed and approved by an accounting firm mutually agreed
upon by Global Consumer and Luminex Seller. The estimated closing purchase price will be reviewed post-closing and any adjustment will
be made by mutual agreement of Global Consumer and Luminex or, in case of disagreement, by Grant Thornton LLP. In case of a negative post-closing
adjustment amount, the maximum amount payable by Luminex is $5 million, which amount will be deposited in escrow at Closing out of the
purchase price payable by Global Consumer to Luminex Seller.
Representations and Warranties
The Luminex SPA contains customary
representations and warranties of the parties thereto. Luminex and Luminex Seller have made representations and warranties with respect
to (a) corporate existence and power, (b) authorization to enter into the Luminex SPA and related transactions, (c) governmental
authorization, (d) non-contravention, (e) capitalization, (f) corporate records, (g) subsidiaries, (h) consents,
(i) financial statements, (j) books and records, (k) internal accounting controls, (l) absence of changes, (m) properties;
title to the company’s assets, (n) litigation, (o) contracts, (p) licenses and permits, (q) compliance with
laws, (r) intellectual property, (s) accounts payable, (t) employees; employee matters, (u) withholding, (v) employee
benefits, (w) real property, (x) tax matters, (y) environmental laws, (z) finders’ fees, (aa) powers of attorney,
suretyships and bank accounts, (bb) directors and officers, (cc) anti-money laundering laws, (dd) insurance, (ee) related party transactions,
and (ff) not an investment company.
Global Consumer has made representations
with respect to (a) corporate existence and power, (b) corporate authorization to enter into the Luminex SPA and related transactions,
(c) governmental authorization, (d) non-contravention, (e) finders’ fees, (f) board approval, (g) litigation,
(h) capitalization, (i) compliance, (j) SEC filings; financial statements; Sarbanes-Oxley, (k) purchaser trust fund,
and (l) registration and listing.
Covenants
The Luminex SPA includes customary
covenants of the parties with respect to operation of their respective businesses prior to consummation of the Luminex Stock Acquisition,
and efforts to satisfy conditions to consummation of the Luminex Stock Acquisition.
The Luminex SPA also contains
additional covenants of the parties, including, among others, access to information, tax matters, notices of certain events, cooperation
in the preparation of the Proxy Statement and other filings required to be filed in connection with the Luminex Stock Acquisition, cooperation
with antitrust law approvals, efforts to obtain Company Consents, Global Consumer’s right to obtain quality of earnings reports as
of December 31, 2021 and January 31, 2022, Luminex providing additional financial information, approval by Luminex stockholders
with respect to Waived 280G Benefits, cooperation and payment in Global Consumer securing a RWI Policy not to exceed $20 million, non-competition
and non-solicitation, and Global Consumer using commercially reasonable efforts to secure at least $100 million in a PIPE Financing.
Exclusivity
Each of Global Consumer, Luminex
Seller and Luminex has agreed that from the date of the Luminex SPA until the Closing Date or, if earlier, the valid termination of the
Luminex SPA in accordance with its terms, it will not initiate any negotiations with any party relating to an Alternative Transaction
(as such term is defined in the Luminex SPA) or enter into any agreement relating to such a proposal. Each of Global Consumer, Luminex
Seller and Luminex has also agreed to be responsible for any acts or omissions of any of its respective representatives that, if they
were the acts or omissions of Global Consumer, Luminex Seller or Luminex, as applicable, would be deemed a breach of the party’s
obligations with respect to these non-solicitation restrictions.
Conditions to Closing
The consummation of the Luminex
Stock Acquisition is conditioned upon, among other things, (i) the absence of any applicable law or order restraining, prohibiting
or imposing any condition on the consummation of the Luminex Stock Acquisition and related transactions, (ii) the expiration or termination
of the waiting period under the HSR Act and any other applicable Antitrust Laws and the consent, approval or authorization of any Authority
required under applicable Antitrust Laws, (iii) no action being brought by any Authority to enjoin or otherwise restrict the consummation
of the Closing, (iv) Global Consumer having at least $5,000,001 of net tangible assets either immediately prior to or upon consummation
of the Luminex Stock Acquisition, and (v) approval by Global Consumer stockholders of the Luminex Stock Acquisition and related transactions
and each of the Purchaser Proposals.
Global Consumer’s obligation
to close is subject to the satisfaction of the following conditions, which include, among other things, (A) Luminex having duly performed
or complied with all of its obligations under the Luminex SPA in all material respects, (B) the representations and warranties of
Luminex (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other than the Company
Fundamental Representations, being true and complete in all material respects as of the date of the Luminex SPA and as of the Closing
Date, as if made at and as of such date (except to the extent that any such representation and warranty is made as of an earlier date,
in which case such representation and warranty being true and complete in all material respects at and as of such earlier date), (C) the
Company Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material
Adverse Effect) being true and complete in all respects at and as of the date of the Luminex SPA and as of the Closing Date, as if made
as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case
such representation and warranty being true and complete in all respects at and as of such specific date), other than de minimis inaccuracies,
(D) no event having occurred that would result in a Material Adverse Effect on Luminex or any of its subsidiaries, (E) receipt
of Company Consents, (F) receipt of payoff letters for certain Closing Funded Debt, and (G) resignation of certain Luminex directors
as set forth in the Luminex SPA.
Luminex’s conditions
to closing include, among other things, (A) Global Consumer having duly performed or complied with all of its obligations under
the Luminex SPA in all material respects, (B) the representations and warranties of Global Consumer contained in the Luminex SPA
(disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other than the Purchaser Fundamental
Representations, being true and complete in all material respects as of the date of the Luminex SPA and as of the Closing Date, as if
made at and as of such date (except to the extent that any such representation and warranty is made as of an earlier date, in which case
such representation and warranty being true and complete in all material respects at and as of such earlier date), (C) the Purchaser
Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse
Effect) being true and complete in all respects at and as of the date of the Luminex SPA and as of the Closing Date, as if made as of
such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such
representation and warranty being true and complete in all respects at and as of such specific date), other than de minimis inaccuracies,
(D) no event having occurred that would result in a Material Adverse Effect on Global Consumer, and (E) Global Consumer shall
have executed and delivered to Luminex and Luminex Seller a copy of each Additional Agreement to which Global Consumer is a party.
Termination
The Luminex SPA may be terminated
at any time prior to the Closing Date as follows:
(i) by either Global
Consumer or Luminex Seller if (i) the Luminex Stock Acquisition and related transactions are not consummated on or before February 28,
2022 (the “Outside Closing Date”), provided that, if the SEC has not cleared the Proxy Statement on or prior to February 28,
2022, the Outside Closing Date shall be automatically extended monthly until the Proxy Statement is cleared by the SEC and upon such clearance
the Outside Closing Date shall be automatically extended for 60 days after such clearance; provided, however, that in no
event shall the Outside Closing Date extend beyond June 13, 2022; and (ii) the material breach or violation of any representation,
warranty, covenant or obligation under the Luminex SPA by the party (i.e., Global Consumer, on one hand, or Luminex Seller, on the other
hand) seeking to terminate the Luminex SPA was not the cause of, or resulted in, the failure of the Closing to occur on or before the
Outside Closing Date, without liability to the other party. Such right may be exercised by Global Consumer or Luminex Seller, as the case
may be, giving written notice to the other at any time after the Outside Closing Date;
(ii) by either Global
Consumer or Luminex Seller if any Authority has issued any final decree, order, judgment, award, injunction, rule or consent or enacted
any law, having the effect of permanently enjoining or prohibiting the consummation of the Luminex Stock Acquisition, provided that, the
party seeking to terminate cannot have breached its obligations under the Luminex SPA and such breach was a direct and substantial cause
of such action by the Authority; or
(iii) by mutual written
consent of Global Consumer and Luminex Seller duly authorized by each of their respective boards of directors, managers or members, as
applicable.
The Luminex SPA and other
agreements described below have been included to provide investors with information regarding their respective terms. They are not intended
to provide any other factual information about Global Consumer, Luminex or the other parties thereto. In particular, the assertions embodied
in the representations and warranties in the Luminex SPA were made as of a specified date, are modified or qualified by information in
one or more disclosure letters prepared in connection with the execution and delivery of the Luminex SPA, may be subject
to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose
of allocating risk between the parties. Accordingly, the representations and warranties in the Luminex SPA are not necessarily characterizations
of the actual state of facts about Global Consumer, Luminex or the other parties thereto at the time they were made or otherwise and should
only be read in conjunction with the other information that Global Consumer makes publicly available in reports, statements and other
documents filed with the SEC. Global Consumer, Luminex Seller and Luminex stockholders, members, managers and security holders are not
third-party beneficiaries under the Luminex SPA.
Survival of Representations
and Warranties and Indemnification
The representations, warranties,
covenants or agreements of Global Consumer, Luminex and Luminex Seller contained in the Luminex SPA will survive the Closing and the consummation
of the transactions contemplated thereby for a period of 24 months after the Closing Date. Subject to the limitations set forth in the
Luminex SPA, from and after the Closing, Luminex Seller shall defend, indemnify and hold harmless each of Global Consumer, its Affiliates
(including, after the Closing, Luminex) and their respective successors, officers, directors, shareholders, employees, agents, trustees,
advisers, lenders and representatives, solely out of the Retention Escrow Funds, from and against, and pay or reimburse, such indemnitees
for any and all claims, liabilities (including Tax liabilities), obligations, losses, fines expenses, costs, proceedings, deficiencies,
judgments, penalties or damages, including out-of-pocket expenses, consulting fees, court costs, expert witness fees and reasonable attorneys’
fees and expenses incurred in the investigation or defense of any of the same or in asserting any of their respective rights thereunder,
resulting from, arising out of or relating to any misrepresentation or breach of any warranty of Luminex or Luminex Seller contained in
the Luminex SPA.
Stock Purchase Agreement to Acquire GP Global Limited
On December 13, 2021,
Global Consumer entered into a Stock Purchase Agreement (the “GP Global SPA”) by and among Global Consumer, TGP Trading FZCO,
a freezone company with limited liability organized in Dubai Airport Free Zone, Dubai, United Arab Emirates (“GP Global Seller”),
and GP Global Limited, an offshore company with limited liability organized in Jebel Ali Free Zone, Dubai, United Arab Emirates (“GP
Global”). Pursuant to the terms of the GP Global SPA, a business combination between Global Consumer and GP Global will be effected
by the acquisition of 100% of the issued and outstanding capital shares of GP Global from GP Global Seller (the “GP Global Stock
Acquisition”).
The GP Global SPA was unanimously
approved by all of Global Consumer’s disinterested directors on December 10, 2021. Due to his position as the sole member of
GP Global Seller, Mr. Gautham Pai, Co-Chairman of the GACQ Board, recused himself from both the GACQ Board discussions and the vote
regarding the business combination with GP Global.
The GACQ Board also resolved
to recommend approval of the GP Global SPA and related transactions by the stockholders of Global Consumer. However, it is a condition
to the closing of the transactions contemplated by the GP Global SPA, that the GACQ Board receive an opinion from an independent investment
banking firm that is a member of FINRA, regarding the fairness to Global Consumer, from a financial point of view, of a business combination
with a business that is affiliated with its sponsor, officers, directors, special advisor or existing holders (the “Fairness Opinion”).
Since Mr. Pai is an affiliate of GP Global, Global Consumer has engaged BDO USA, LLP to prepare the Fairness Opinion. If the Fairness
Opinion is not received, Global Consumer will not proceed with the GP Global Stock Acquisition.
GP Global Stock Acquisition Consideration
The purchase price
payable by Global Consumer to GP Global Seller at the Closing of the GP Global Stock Acquisition is in the form of the issuance of
shares of common stock of Global Consumer (the “Acquisition Consideration Shares”) (valued at $10 per share) and is
based on an enterprise value of $270 Million, which enterprise value is (1) subject to a downward adjustment determined prior
to the Closing by Global Consumer (acting through the disinterested members of the GACQ Board) for adverse findings in the PCAOB
audit for fiscal years 2020 and 2021 or the financial due diligence report for GP Global and its subsidiaries (but the enterprise
value in any event shall not be less than $220 Million), (2) increased by the cash and cash equivalents of GP Global and its
subsidiaries as immediately prior to the Closing, and (3) decreased by (A) the funded debt of GP Global and its
subsidiaries as of immediately prior to the Closing, and (B) certain agreed-upon debt-like items of GP Global and its
subsidiaries. The purchase price will be determined in good faith by GP Global and will
be reviewed and approved prior to the Closing by a nationally recognized and reputable U.S. accounting firm mutually agreed upon by
Global Consumer and GP Global and engaged by Global Consumer. GP Global has agreed to make any modifications to the determination of
the purchase price requested by the accounting firm.
Representations and Warranties
The GP Global SPA contains
customary representations and warranties of the parties thereto. GP Global and GP Global Seller have made the following representations
and warranties (a) corporate existence and power, (b) authorization to enter into the GP Global SPA and related transactions,
(c) governmental authorization, (d) non-contravention, (e) capitalization, (f) corporate records, (g) subsidiaries,
(h) consents, (i) financial statements, (j) books and records, (k) internal accounting controls, (l) absence
of certain changes, (m) properties; title to the company’s assets, (n) litigation, (o) contracts, (p) licenses
and permits, (q) compliance with laws, (r) intellectual property, (s) accounts payable; affiliate loans, (t) employees,
employment matters, (u) withholding, (v) employee benefits, (w) real property, (x) tax matters, (y) finders’
fees, (z) powers of attorney, suretyships and bank accounts, (aa) directors and officers, (bb) anti-money laundering laws, (cc) insurance,
(dd) related party transactions, (ee) no trading or short positions, (ff) not an investment company, and (gg) information supplied.
Global Consumer has made representations
with respect to (a) corporate existence and power, (b) corporate authorization to enter into the GP Global SPA and related transactions,
(c) governmental authorization, (d) non-contravention, (e) finders’ fees, (f) issuance of shares, (g) capitalization,
(h) information supplied, (i) trust fund, (j) Nasdaq listing, (k) board approval, (l) SEC documents and financial
statements, (m) certain business practices, (n) anti-money laundering laws, (o) affiliate transactions, (p) litigation,
(q) expenses, indebtedness and other liabilities, and (r) tax matters.
Covenants
The GP Global SPA includes
customary covenants of the parties including, among others, conduct of the business, exclusivity, access to information, notices of certain
events, tax matters, cooperation in the preparation of the Proxy Statement and other filings required to be filed in connection with the
GP Global Stock Acquisition, trust account, cooperation with regulatory authorities, compliance with SPAC Agreements by Global Consumer,
confidentiality, and Global Consumer keeping current and timely filing with the SEC and maintaining its Nasdaq listing.
GP Global has made certain
covenants in the GP Global SPA, including, among others, reporting, compliance with laws and no insider trading, obtaining Company Consents,
providing additional financial information, obtaining lock-up agreement for certain persons, approval by GP Global stockholder with respect
to Waived 280G Benefits, amending the GP Global charter, and conversion of Primacy from a public limited company to a private limited
company under the laws of India.
GP Global Seller’s and
GP Global’s representations and warranties contained in the GP Global SPA will survive the Closing for a period of 15 months after
the Closing Date.
Exclusivity
Each of Global Consumer, GP
Global Seller and GP Global has agreed that from the date of the GP Global SPA until the Closing Date or, if earlier, the valid termination
of the GP Global SPA in accordance with its terms, it will not initiate any negotiations with any party relating to an Alternative Transaction
or enter into any agreement relating to such a proposal. Each of Global Consumer, GP Global Seller and GP Global has also agreed to be
responsible for any acts or omissions of any of its respective representatives that, if they were the acts or omissions of Global Consumer,
GP Global Seller or GP Global, as applicable, would be deemed a breach of the party’s obligations with respect to these non-solicitation
restrictions.
Conditions to Closing
The consummation of the
GP Global Stock Acquisition is conditioned upon, among other things, (i) the absence of any applicable law or order
restraining, prohibiting or imposing any condition on the consummation of the GP Global Stock Acquisition and related transactions,
(ii) the expiration or termination of the waiting period under the HSR Act and any other applicable Antitrust Laws and the
consent, approval or authorization of any Authority required under applicable Antitrust Laws, (iii) no action being brought by
any Authority to enjoin or otherwise restrict the consummation of the Closing, (iv) Global Consumer having at least $5,000,001
of net tangible assets either immediately prior to or upon consummation of the GP Global Stock Acquisition; (v) approval by
Global Consumer stockholders of the GP Global Stock Acquisition and related transactions and each of the Purchaser Proposals,
(vi) the Proxy Statement has been cleared by the SEC, and (vii) Global Consumer has received the Fairness Opinion.
Global Consumer’s obligation
to close is subject to the satisfaction by GP Global of the following conditions, which include, among other things, (A) GP Global
having duly performed or complied with all of its obligations under the GP Global SPA in all material respects, (B) the representations
and warranties of GP Global (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other
than the Company Fundamental Representations, being true and complete in all material respects as of the date of the GP Global SPA and
as of the Closing Date, as if made at and as of such date (except to the extent that any such representation and warranty is made as of
an earlier date, in which case such representation and warranty being true and complete in all material respects at and as of such earlier
date), (C) the Company Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to
materiality or Material Adverse Effect) being true and complete in all respects at and as of the date of the GP Global SPA and as of the
Closing Date, as if made as of such date (except to the extent that any such representation and warranty is expressly made as of a specific
date, in which case such representation and warranty being true and complete in all respects at and as of such specific date), other than
de minimis inaccuracies, (D) no event having occurred that would result in a Material Adverse Effect on GP Global or any of its subsidiaries,
(E) receipt of appropriate transfer documentation for the Company Shares, (F) the Purchase Price having been reviewed and approved
by the Accounting Firm, (G) receipt of Company Consents, (H) resignation of certain GP Global directors as set forth in the
GP Global SPA, (I) conversion of Primacy from a public limited company to a private limited company under the laws of India, and
(J) consummation of the Luminex Stock Acquisition.
GP Global’s obligation
to close is subject to the satisfaction by Global Consumer of the following conditions, which include, among other things (A) Global
Consumer having duly performed or complied with all of its obligations under the GP Global SPA in all material respects, (B) the
representations and warranties of Global Consumer contained in the GP Global SPA (disregarding all qualifications contained therein relating
to materiality or Material Adverse Effect), other than the Purchaser Fundamental Representations, being true and complete in all material
respects as of the date of the GP Global SPA and as of the Closing Date, as if made at and as of such date (except to the extent that
any such representation and warranty is made as of an earlier date, in which case such representation and warranty being true and complete
in all material respects at and as of such earlier date), (C) the Purchaser Fundamental Representations (disregarding all qualifications
and exceptions contained therein relating to materiality or Material Adverse Effect) being true and complete in all respects at and as
of the date of the GP Global SPA and as of the Closing Date, as if made as of such date (except to the extent that any such representation
and warranty is expressly made as of a specific date, in which case such representation and warranty being true and complete in all respects
at and as of such specific date), other than de minimis inaccuracies, (D) no event having occurred that would result in a Material
Adverse Effect on Global Consumer, (E) the Amended Purchaser Charter having been filed with the Delaware Secretary of State, and
(F) Global Consumer having executed and delivered to GP Global a copy of each Additional Agreement to which Global Consumer, Sponsor
or such other stockholder of Global Consumer is a party.
Termination
The GP Global SPA may be terminated
at any time prior to the Closing as follows:
(i) by either Global
Consumer or GP Global if (i) the GP Global Stock Acquisition and related transactions are not consummated on or before June 13,
2022 (the “Outside Closing Date”); provided that, if the SEC has cleared the Proxy Statement on or prior to June 13,
2022, then Outside Closing Date shall be automatically extended for 60 days after such clearance; and (ii) the material breach or
violation of any representation, warranty, covenant or obligation under the GP Global SPA by the party (i.e., Global Consumer, on one
hand, or GP Global, on the other hand) seeking to terminate the GP Global SPA was not the cause of, or resulted in, the failure of the
Closing to occur on or before the Outside Closing Date, without liability to the other party. Such right may be exercised by Global Consumer
or GP Global, as the case may be, giving written notice to the other at any time after the Outside Closing Date;
(ii) by either Global
Consumer or GP Global if any Authority has issued any final decree, order, judgment, award, injunction, rule or consent or enacted
any law, having the effect of permanently enjoining or prohibiting the consummation of the GP Global Stock Acquisition, provided that,
the party seeking to terminate cannot have breached its obligations under the GP Global SPA and such breach was a substantial cause of,
or substantially resulted in, such action by the Authority; or
(iii) by mutual written
consent of Global Consumer and GP Global duly authorized by each of their respective boards of directors.
The GP Global SPA and other
agreements described below have been included to provide investors with information regarding their respective terms. They are not intended
to provide any other factual information about Global Consumer, GP Global or the other parties thereto. In particular, the assertions
embodied in the representations and warranties in the GP Global SPA were made as of a specified date, are modified or qualified by information
in one or more disclosure letters prepared in connection with the execution and delivery of the GP Global SPA, may be subject
to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose
of allocating risk between the parties. Accordingly, the representations and warranties in the GP Global SPA are not necessarily characterizations
of the actual state of facts about Global Consumer, GP Global or the other parties thereto at the time they were made or otherwise and
should only be read in conjunction with the other information that Global Consumer makes publicly available in reports, statements and
other documents filed with the SEC. Global Consumer, GP Global Seller and GP Global stockholders, members, managers and security holders
are not third-party beneficiaries under the GP Global SPA.
Certain Related Agreements
Purchaser Support Agreement
In connection with the execution
of the Luminex SPA, certain stockholders of Global Consumer entered into a support agreement (the “Purchaser Support Agreement”)
pursuant to which the stockholders of Global Consumer that are parties to the Purchaser Support Agreement have agreed to vote all shares
of common stock of Global Consumer beneficially owned by them in favor of the Luminex SPA and related transactions.
Escrow Agreement
At Closing, Global
Consumer and Luminex Seller will enter into an escrow agreement (the “Escrow Agreement”) with KeyBank National
Association (the “Escrow Agent”) pursuant to which Global Consumer will deposit, on the Closing Date from the purchase
price payable by Global Consumer to Luminex Seller in the Luminex Stock Acquisition, an aggregate amount consisting of
(a) $5,000,000 and (b) the RWI Retention Amount, into separate escrow accounts maintained by the Escrow Agent, to satisfy
(i) any negative adjustment to the Estimated Purchase Price under the Luminex SPA and (ii) amounts owed to Global Consumer
or any other indemnitee in respect of Luminex Seller’s indemnification obligations under the Luminex SPA, respectively.
Lock-Up Agreement
In connection with the Closing
of the GP Global Stock Acquisition, GP Global Seller will agree, subject to certain customary exceptions, not to (i) sell, offer
to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any of the Acquisition Consideration Shares
held by them (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive shares
of Purchaser Common Stock, if any, acquired during the lock-up period, the “Lock-up Shares”), (ii) enter
into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or
other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified
in clause (i) or (ii) until the the end of the lock-up period.
Amended Registration
Rights Agreement
At the Closing, Global Consumer
will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”)
with certain existing stockholders of Global Consumer with respect to the shares of Global Consumer’s common stock they own at the
Closing, and with GP Global Seller who will be an affiliate of Global Consumer with respect to the Acquisition Consideration Shares after
the Closing. The Amended and Restated Registration Rights Agreement will provide certain demand registration rights and piggyback registration
rights to the stockholders, subject to underwriter cutbacks and issuer blackout periods. Global Consumer will agree to pay certain fees
and expenses relating to registrations under the Amended and Restated Registration Rights Agreement.
The foregoing
descriptions of agreements and the transactions and documents contemplated thereby are not complete and are subject to and qualified
in their entirety by reference to the Luminex SPA or the GP Global SPA (as applicable), the Purchaser Support Agreement and the form
of Escrow Agreement, copies of which are filed with this Current Report on Form 8-K as Exhibits 2.1, 2.2, 10.1 and 10.2,
respectively, and the terms of which are incorporated by reference herein.