WARRANT AGREEMENT JWC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of November 17, 2010Warrant Agreement • November 24th, 2010 • JWC Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 17, 2010, is by and between JWC Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • September 23rd, 2010 • JWC Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2010, by and between JWC ACQUISITION CORP., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2010 • JWC Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___, 2010, is made and entered into by and among JWC Acquisition Corp., a Delaware corporation (the “Company”), JWC Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, a “Member” and collectively the “Members,” and, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
JWC Acquisition Corp. 12,500,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENTAgreement • October 26th, 2010 • JWC Acquisition Corp. • Blank checks • New York
Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
November 16, 2010Letter Agreement • November 17th, 2010 • JWC Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between JWC Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 12,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of the Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
JWC Acquisition Corp. 111 Huntington Avenue, Suite 2900 Boston, Massachusetts 02199 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Attn: General Counsel Re: Initial Public Offering Gentlemen:Letter Agreement • October 26th, 2010 • JWC Acquisition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between JWC Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 12,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 8 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 26th, 2010 • JWC Acquisition Corp. • Blank checks • New York
This Agreement is made effective as of , 2010 by and between JWC Acquisition Corp., a Delaware corporation (the “Company”), JWC Acquisition Security Corporation, a Massachusetts corporation (the “Subsidiary”) and Continental Stock Transfer & Trust Company (the “Trustee”).
November 16, 2010Letter Agreement • November 17th, 2010 • JWC Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between JWC Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 12,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 6 hereof.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 12th, 2010 • JWC Acquisition Corp. • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of August 5, 2010, is made and entered into by and between JWC Acquisition Corp., a Delaware corporation (the “Company”), and JWC Acquisition, LLC, a Delaware limited liability company (“Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 27th, 2012 • JWC Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 27th day of June, 2012, by and among Tile Shop Holdings, Inc., a Delaware corporation (the “Company”), JWC Acquisition Corp., a Delaware corporation (“Subsidiary”) and the undersigned parties listed under holders on the signature page hereto and their permitted transferees (each, a “holder” and collectively, the “holders”).
JWC ACQUISITION CORP. August 5, 2010JWC Acquisition Corp. • August 12th, 2010 • Massachusetts
This letter will confirm our agreement that, commencing on the date the securities of JWC Acquisition Corp. (the “Company”) are first quoted on the Over-The-Counter Bulletin Board quotation system (the “Quoting Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), J.W. Childs Associates, L.P. shall make available to the Company, at 111 Huntington Avenue, Suite 2900, Boston, Massachusetts 02199 (or any successor location of J.W. Childs Associates, L.P.), certain office space, utilities and secretarial support as may be reasonably required by the Company. In exchange therefor, the Company shall pay J.W. Childs Associates, L.P. the sum
June 27, 2012Letter Agreement • June 27th, 2012 • JWC Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to Tile Shop Holdings, Inc. (“Holdings”) simultaneously with the execution and delivery of the Contribution and Merger Agreement dated June 27, 2012 by and among JWC Acquisition Corp., The Tile Shop, LLC, ILTS, LLC, Tile Shop, Inc., JWTS, Inc. and each of the other members of the Company, Nabron International, Inc., Holdings, TS Merger Subsidiary, Inc. and Peter Jacullo, in his capacity as Sellers’ Representative, as amended from time to time, (the “Definitive Agreement”) All capitalized terms used herein shall have the meaning set forth in the Definitive Agreement.
June 27, 2012Letter Agreement • June 27th, 2012 • JWC Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) relates to the shares of Buyer Common Stock held by JWC Acquisition, LLC (“Sponsor”), the warrants to purchase an aggregate of 5,333,333 shares of Buyer Common Stock held by the members of the Sponsor, the obligation of the members of the Sponsor to purchase the Additional Closing Shares in connection with the transactions contemplated by the Contribution and Merger Agreement by and among The Tile Shop, LLC, ILTS, LLC, Tile Shop, Inc., JWTS, Inc. and each of the other Members of the Company, Nabron International, Inc., Holdings, TS Merger Subsidiary, Inc. and Peter Jacullo, in his capacity as Sellers’ Representative, as amended from time to time (the “Definitive Agreement”). Capitalized terms used but not otherwise defined herein shall have their respective meanings set forth in the Definitive Agreement.
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • August 12th, 2010 • JWC Acquisition Corp. • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of August 5, 2010 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among JWC Acquisition Corp., a Delaware corporation (the “Company”), and each of the individuals set forth on the signature pages hereto under “Purchasers” (the “Purchasers”).
CONTRIBUTION AGREEMENTContribution Agreement • October 26th, 2010 • JWC Acquisition Corp. • Blank checks
This Contribution Agreement (this “Agreement”), dated as of October 25, 2010, is made and entered into by and between JWC Acquisition Corp. (the “Company”) and JWC Acquisition, LLC, a Delaware limited liability company, (the “Sponsor”).
June 27, 2012Letter Agreement • June 27th, 2012 • JWC Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) relates to the purchase by the undersigned of certain warrants exercisable for shares of Buyer Common Stock that, upon the consummation of the Merger, will become exercisable for shares of Holdings Common Stock, held by JWC Warrant Holdings, LLC in connection with the transactions contemplated by the Contribution and Merger Agreement by and among JWC Acquisition Corp. (“Buyer”), The Tile Shop, LLC, ILTS, LLC, The Tile Shop, Inc., JWTS, Inc. and each of the other Members of the Company, Nabron International, Inc., Holdings, TS Merger Subsidiary, Inc. and Peter Jacullo, in his capacity as Sellers’ Representative, as amended from time to time (the “Definitive Agreement”). Capitalized terms used but not otherwise defined herein shall have their respective meanings set forth in the Definitive Agreement.
CONTRIBUTION AND MERGER AGREEMENT AMONG JWC ACQUISITION CORP., THE TILE SHOP, LLC, AND ITS MEMBERS NABRON INTERNATIONAL, INC. TILE SHOP HOLDINGS, INC., AND TILE SHOP MERGER SUB, INC. JUNE 27, 2012Contribution and Merger Agreement • June 27th, 2012 • JWC Acquisition Corp. • Blank checks • Delaware
This Contribution and Merger Agreement (this “Agreement”) is entered into on June 27, 2012 by and between JWC Acquisition Corp., a Delaware corporation (“Buyer”), The Tile Shop, LLC, a Delaware limited liability company (the “Company”), ILTS, LLC, a Delaware limited liability company (“ILTS”), The Tile Shop, Inc., a Minnesota corporation (“TS Inc.”), JWTS, Inc., a Delaware corporation (“JWTS”), each of the other Members of the Company that are signatories to this Agreement (the “Other Members,” together with TS Inc., JWTS, and ILTS, the “Members”), Nabron International, Inc., a Bahamas corporation (“Nabron,” and, together with TS Inc., JWTS and the Other Members, the “Sellers”), Tile Shop Holdings, Inc., a Delaware corporation (“Holdings”), Tile Shop Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdings (“Merger Sub”) and Peter Jacullo, in his capacity as Sellers’ Representative. Sellers, ILTS, Buyer, the Company, Holdings, and Merger Sub, are referred to c
June 27, 2012Letter Agreement • June 27th, 2012 • JWC Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) relates to the shares of common stock of Tile Shop Holdings, Inc., a Delaware corporation (“Holdings”) constituting Registable Securities under the Registration Rights Agreement of even date by and among Holdings, JWC Acquisition Corp. (“Buyer”) and the undersigned (“Registration Agreement”) in connection with the transactions contemplated by the Contribution and Merger Agreement by and among Buyer, The Tile Shop, LLC, ILTS, LLC, The Tile Shop, Inc., JWTS, Inc. and each of the other Members of the Company, Nabron International, Inc, Holdings, TS Merger Subsidiary, Inc. and Peter Jacullo, in his capacity as Sellers’ Representative, as amended from time to time (the “Definitive Agreement”). Capitalized terms used but not otherwise defined herein shall have their respective meanings set forth in the Definitive Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 24th, 2010 • JWC Acquisition Corp. • Blank checks • New York
This Agreement is made effective as of November 17, 2010 by and between JWC Acquisition Corp., a Delaware corporation (the “Company”), JWC Acquisition Security Corporation, a Massachusetts corporation (the “Subsidiary”), and Continental Stock Transfer & Trust Company (the “Trustee”).
AMENDMENT TO SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • October 26th, 2010 • JWC Acquisition Corp. • Blank checks
THIS AMENDMENT TO SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 25, 2010 (this “Amendment”), is entered into by and among JWC Acquisition Corp., a Delaware corporation (the “Company”), and each of the individuals set forth on the signature pages hereto under “Purchasers” (the “Purchasers”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2011 • JWC Acquisition Corp. • Blank checks
This AMENDMENT NO. 1 (this “Amendment”) to REGISTRATION RIGHTS AGREEMENT (as hereby amended, the “Agreement”), dated as of November 17, 2010, by and among JWC Acquisition Corp., a Delaware corporation (the “Company”), JWC Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed as Holders on the signature page hereto, is entered into effective as of March 31, 2011, by and among the above-referenced parties. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • October 26th, 2010 • JWC Acquisition Corp. • Blank checks
This Securities Assignment Agreement (this “Assignment”), dated as of October 25, 2010, is made and entered into by and among JWC Acquisition, LLC, a Delaware limited liability company (the “Seller”) and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
