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”).
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.
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
