WARRANT AGREEMENT JWC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of __________, 2010Warrant Agreement • October 26th, 2010 • JWC Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _________, 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”).
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
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 CounselLetter 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 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”).
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”).
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”).
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”).
