Summary of GLOBAL BRANDS ACQUISITION CORP.

Item 1.01 Entry into a Material Definitive Agreement.
On November 9, 2009, Global Brands Acquisition Corp., a Delaware corporation ("Global Brands"), entered into a Framework Agreement (the "Framework Agreement") with Gerrity International, LLC (the "Gerrity Group"). The Framework Agreement sets forth the steps (such steps being referred to herein as the "Framework Transactions") Global Brands will take to continue its business as a corporation that will elect to qualify to be taxed as a real estate investment trust ("REIT"), commencing with its taxable year ending December 31, 2010.
The Gerrity Group is a real estate company specializing in retail properties. Gerrity Group's management team, led by William Gerrity, has experience in all aspects of the underwriting, acquisition, management, leasing and operation of retail real estate. The firm has a history of retail real estate investing on the West Coast and operating successfully in diverse markets globally. Gerrity Group's management team has two decades of experience focusing on retail real estate investments and over its history has partnered with a wide range of institutional investors.
Upon completion of the Framework Transactions, Global Brands intends to invest in, acquire, own, lease, reposition and manage a diverse portfolio of necessity-based retail properties, including, primarily, well located community and neighborhood shopping centers, anchored by national or regional supermarkets and drugstores.
The following summaries of the Framework Agreement and Framework Transactions contemplated thereby are qualified in their entirety by reference to the text of the Framework Agreement, which is attached as an exhibit hereto and is incorporated herein by reference.
Extension Amendment and Conversion Proposals Promptly after execution of the Framework Agreement, Global Brands intends to file a preliminary proxy statement with the Securities and Exchange Commission so that Global Brands may call a special meeting of stockholders to consider and vote upon proposals to (i) extend the date on which Global Brands' corporate existence terminates from December 6, 2009 to February 28, 2010 (the "Extension Amendment") and (ii) allow the holders of shares of common stock issued in Global Brands' initial public offering (the "IPO", and such shares sold in the IPO are referred to as the "public shares") to elect to convert their public shares into a pro rata portion (based on the total number of public shares) of the funds held in Global Brands' trust account established at the time of the IPO (the "trust account") if the Extension Amendment is approved (the "Conversion"). The Extension Amendment and Conversion proposals will not be effectuated if holders of more than 8,650,000 public shares seek conversion of their shares.
Prior to Global Brands' IPO, the initial officers, directors and stockholders of Global Brands (the "Global Brands Founders") acquired 7,187,500 units of Global Brands ("Founders' Units"), representing 7,187,500 shares of common stock of Global Brands ("Founders' Shares") and 7,187,500 warrants to purchase shares of common stock of Global Brands ("Founders' Warrants"). The Global Brands Founders have entered into a voting and support agreement pursuant to which they have agreed to vote all of their Founders' Shares in favor of the Extension Amendment and Conversion proposals.
If the Extension Amendment and Conversion proposals are not approved by December 6, 2009 or if they are approved but more than 8,650,000 public shares seek conversion, Global Brands'

corporate existence will terminate except for the purposes of winding up its affairs and liquidating, pursuant to Section 278 of the General Corporation Law of the State of Delaware ("GCL").
If the Extension Amendment and Conversion proposals are approved and holders of less than 8,650,000 public shares seek conversion, Global Brands will file an amendment to its amended and restated certificate of incorporation ("Charter") allowing it to have until February 28, 2010 to consummate the Framework Transactions. Such approval will also constitute consent for Global Brands to
(i) remove from the trust account an amount (the "Withdrawal Amount") equal to the pro rata portion of funds available in the trust account relating to the converted public shares and (ii) deliver to the holders of such converting public shares their pro rata portion of the Withdrawal Amount. Global Brands will amend the trust account agreement to (i) permit the withdrawal of the Withdrawal Amount from the trust account to pay converting stockholders promptly after the special meeting; (ii) extend the date on which to liquidate the remaining trust account to February 28, 2010; (iii) only permit withdrawals from the amounts remaining in the trust account to pay the expenses incurred in connection with the Framework Transactions, up to a maximum of $1 million, and upon consummation of the Framework Transactions or Global Brands' liquidation; and (iv) prohibit any further changes in the distribution of the trust account funds, including the date of liquidation, unless each and every Global Brands common stockholder specifically agrees in writing to such change. Warrant Exchange Offer
After such approvals are obtained, Global Brands will commence an offer to exchange all of its outstanding warrants for new warrants with different terms. The new warrants to be offered in the warrant exchange will have an exercise price of $12.00 per share and will expire five years from the consummation of the Framework Transactions, unless earlier redeemed if Global Brands' stock price is at least $18.75 for any 20 trading days within a 30-trading day period. Pursuant to the voting and support agreement, the Founders' Warrants and the warrants purchased by certain of Global Brands Founders simultaneously with the consummation of the IPO will be exchanged for new warrants with the same terms as described above but such warrants will not be redeemable by Global Brands unless the stock price is at least $22.00 for any 20 trading days within a 30-trading day period.
If holders of at least 95% of Global Brands' outstanding public warrants do not agree to exchange their warrants for new warrants, the Framework Transactions will not be consummated. If at least 95% of Global Brands' outstanding public warrants agree to exchange their warrants for new warrants, then, as described below, Global Brands will call a special meeting of stockholders (the "Second Meeting") to consider and vote upon the Framework Transactions. If approved, the Framework Transactions and the warrant exchange would then be consummated.
Subsequent Charter Amendments and Proposals If the Extension Amendment and Conversion proposals are approved, holders of less than 8,650,000 public shares seek conversion and holders of at least 95% of Global Brands' outstanding public warrants agree to exchange their warrants for new warrants, then Global Brands will submit the Framework Transactions to the public stockholders for their approval.
In the prospectus included in the registration statement for Global Brands' IPO, Global Brands undertook to consummate an initial business combination in which it acquired one or more operating businesses or assets with a collective fair market value equal to at least 80% of the balance in Global Brands' trust account (excluding deferred underwriting discounts and commissions). The Framework Transactions do not meet these requirements. However, Global Brands considered and analyzed numerous companies and acquisition opportunities in its search for an attractive business combination

candidate, none of which was believed to be as attractive to public stockholders as the proposed transaction. Accordingly, Global Brands will propose to amend the terms of its Charter (the "Subsequent Charter Amendments") at the Second Meeting to allow for the consummation of the Framework Transactions.
Global Brands will also propose that its stockholders approve an incentive plan. The purpose of the plan will be to provide Global Brands' directors, executive officers and other employees as well as persons who, by their position, ability and diligence are able to make important contributions to Global Brands' growth and profitability, with an incentive to assist Global Brands in achieving its long-term corporate objectives following consummation of the Framework Transactions, to attract and retain highly qualified executive officers and other employees and to provide such persons with an opportunity to acquire an equity interest in Global Brands. Global Brands Founders
Prior to Global Brands' IPO, the Global Brands Founders acquired 7,187,500 Founders' Units, representing 7,187,500 Founders' Shares and 7,187,500 Founders' Warrants. Such securities were placed in escrow pursuant to an escrow agreement with Continental Stock Transfer & Trust Company upon consummation of the IPO. In connection with the Framework Transactions, the Global Brands Founders have agreed to have cancelled an aggregate of 7,118,056 Founders' Shares and 6,368,056 Founders' Warrants upon consummation of such transactions. The . . .