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 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.
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.
