exv4w4






Exhibit 4.4




WARRANT AGREEMENT




JWC ACQUISITION CORP.



and



CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent



 





WARRANT AGREEMENT



Dated as of __________, 2010



 









 





     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”).



     WHEREAS, the Company has entered into that certain Sponsor Warrants Purchase Agreement, dated
as of August 5, 2010 as amended on October 25, 2010 (the “Sponsor Warrants Purchase Agreement”), with the members of JWC
Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the
members of the Sponsor will purchase an aggregate of 5,333,333 Warrants bearing the legend set
forth in Exhibit B hereto (the “Sponsor Warrants”) at a purchase price of $0.75 per Sponsor
Warrant, to be sold to the members of the Sponsor simultaneously with the closing of the Offering
(as defined below); and



     WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the
Company’s equity securities, each such unit comprised of one share of Common Stock (as defined
below) and one Public Warrant (as defined below) (the “Units”) and, in connection therewith, has
determined to issue and deliver up to 14,375,000 warrants (including up to 1,875,000 warrants
subject to the Over-allotment Option (as defined below)) to public investors in the Offering (the
“Public Warrants” and, together with the Sponsor Warrants, the “Warrants”), each such Warrant
evidencing the right of the holder thereof to purchase one share of common stock of the Company,
par value $0.0001 per share (“Common Stock”), for $11.50 per share, subject to adjustment as
described herein; and



     WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”)
a registration statement on Form S-1, No. 333-168798 (the “Registration Statement”) and prospectus
(the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the
“Securities Act”), of the Units, the Public Warrants and Common Stock included in the Units; and



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; and



     WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms
upon which they shall be issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent, and the holders of the Warrants; and



     WHEREAS, all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement.



     NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
agree as follows:


1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as
agent for the Company for the Warrants, and the Warrant Agent hereby accepts such






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appointment and agrees to perform the same in accordance with the terms and conditions set forth in
this Agreement.



2. Warrants.




     2.1 Form of Warrant. Each Warrant shall be issued in registered form only and shall
be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein
and shall be signed by, or bear the facsimile signature of, the Chairman of the Board, President,
Chief Executive Officer, Secretary or other principal officer of the Company. In the event the
person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the
capacity in which such person signed the Warrant before such Warrant is issued, it may be issued
with the same effect as if he or she had not ceased to be such at the date of issuance.



     2.2 Effect of Countersignature. Unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by
the holder thereof.



     2.3 Registration.



          2.3.1 Warrant Register. The Warrant Agent shall maintain books (the “Warrant
Register”), for the registration of original issuance and the registration of transfer of the
Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company.




          2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any
Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant
is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such
Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant Certificate (as defined below) made by anyone other than the Company or the
Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the contrary.




     2.4 Detachability of Warrants. The Common Stock and Public Warrants comprising the
Units shall begin separate trading on the 52nd day following the date of the Prospectus or, if such
52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New
York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of
Citigroup Global Markets Inc. (“Citi”), as representative of the several underwriters, but in no
event shall the Common Stock and the Public Warrants comprising the Units be separately traded
until (A) the Company has filed a current report on Form 8-K with the Commission containing an
audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering,
including the proceeds received by the Company from the exercise by the underwriters of their right
to purchase additional shares of Common Stock in the Offering (the “Over-allotment Option”), if the
Over-allotment Option is exercised prior to the



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filing of the Form 8-K, and (y) the Company issues a press release and files with the
Commission a current report on Form 8-K announcing when such separate trading shall begin.




     2.5 Warrant Attributes.


Sponsor Warrants. The Sponsor Warrants shall be identical to the Public Warrants, except
that so long as they are held by the members of the Sponsor or any of their Permitted Transferees
(as defined below) the Sponsor Warrants: (i) may be exercised for cash or on a cashless basis,
pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until
thirty (30) days after the completion by the Company of an initial Business Combination (as defined
below), and (iii) shall not be redeemable by the Company; provided, however, that
in the case of (ii), the Sponsor Warrants and any shares of Common Stock held by the members of the
Sponsor and issued upon exercise of the Sponsor Warrants may be transferred by the members of the
Sponsor:




     (a) as gift to such person’s immediate family or to a trust, the beneficiary of which is a
member of such person’s immediate family, an affiliate of such person or to a charitable
organization,



     (b) to the Company’s officers or directors, any affiliate or family member of any of the
Company’s officers or directors or any affiliate of the Sponsor or to any member(s) of the Sponsor,



     (c) by virtue of the laws of descent and distribution upon death of such person,



     (d) pursuant to a qualified domestic relations order,



     (e) in the event of the Company’s liquidation prior to the completion of the Company’s initial
Business Combination, or



     (f) in the event that, subsequent to the consummation of the Company’s initial Business
Combination, the Company consummates a merger, stock exchange or other similar transaction that
results in all of the holders of the Company’s equity securities issued in the Offering having the
right to exchange their shares of Common Stock for cash, securities or other property;


provided, however, that, in the case of clauses (a) through (d), these transferees
(the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound
by the transfer restrictions in this Agreement.



3. Terms and Exercise of Warrants.




     3.1 Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent,
entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this
Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in
this Warrant Agreement shall mean the price per share at which shares of Common Stock may be



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purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the
Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less
than twenty (20) Business Days, provided, that the Company shall provide at least twenty
(20) days prior written notice of such reduction to Registered Holders of the Warrants and,
provided further that any such reduction shall be identical among all of the Warrants.




     3.2 Duration of Warrants. A Warrant may be exercised only during the period (the
“Exercise Period”) commencing on the later of: (i) the date that is thirty (30) days after the
first date on which the Company completes a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or
more businesses (a “Business Combination”), or (ii) the date that is twelve (12) months from the
date of the closing of the Offering, and terminating at 5:00 p.m., New York City time on the
earlier to occur of: (x) the date that is five (5) years after the date on which the Company
completes its initial Business Combination, (y) the liquidation of the Company, or (z) other than
with respect to the Sponsor Warrants, the Redemption Date (as defined below) as provided in
Section 6.2 hereof (the “Expiration Date”); provided, however, that the
exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set
forth in subsection 3.3.2 below with respect to an effective registration statement. Except
with respect to the right to receive the Redemption Price (other than with respect to a Sponsor
Warrant) in the event of a redemption (as set forth in Section 6 hereof), each Warrant
(other than a Sponsor Warrant in the event of a redemption) not exercised on or before the
Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The
Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration
Date; provided, that the Company shall provide at least twenty (20) days prior written
notice of any such extension to Registered Holders of the Warrants and, provided further that any
such extension shall be identical in duration among all the Warrants.



     3.3 Exercise of Warrants.



          3.3.1 Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a
Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof
by surrendering it, at the office of the Warrant Agent, or at the office of its successor as
Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form,
as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full
share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in
connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common
Stock and the issuance of such Common Stock, as follows:




               (a) in lawful money of the United States, in good certified check or good bank draft payable
to the order of the Company;



               (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s
board of directors (the “Board”) has elected to require all holders of the Warrants to exercise
such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of
Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of
Common Stock underlying the Warrants, multiplied by the difference



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between the Warrant Price and the “Fair Market Value”, as defined in this subsection
3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b)
and Section 6.3, the “Fair Market Value” shall mean the average last sale price of the
Common Stock for the ten (10) trading days ending on the third trading day prior to the date on
which the notice of redemption is sent to the holders of the Warrants, pursuant to Section
6 hereof;




               (c) with respect to any Sponsor Warrant, so long as such Sponsor Warrant is held by a member
of the Sponsor or its Permitted Transferees, by surrendering the Warrants for that number of shares
of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares
of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and
the “Fair Market Value”, as defined in this subsection 3.3.1(c), by (y) the Fair Market
Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean
the average last sale price of the Common Stock for the ten (10) trading days ending on the third
trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant
Agent; or



               (d) as provided in Section 7.4 hereof.



          3.3.2 Issuance of Shares of Common Stock on Exercise. As soon as practicable after
the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if
payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a certificate or certificates for the number of full shares of Common Stock
to which he, she or it is entitled, registered in such name or names as may be directed by him, her
or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for
the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the
foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the
exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a
registration statement under the Securities Act with respect to the shares of Common Stock
underlying the Public Warrants is then effective and a prospectus relating thereto is current,
subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be
exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of
a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the
Registered Holder of the Warrants. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall
not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless,
in which case the purchaser of a Unit containing such Public Warrants shall have paid the full
purchase price for the Unit solely for the shares of Common Stock underlying such Unit.




          3.3.3 Valid Issuance. All shares of Common Stock issued upon the proper exercise of a
Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.




          3.3.4 Date of Issuance. Each person in whose name any certificate for shares the
Common Stock is issued shall for all purposes be deemed to have become the holder of record of such
shares of Common Stock on the date on which the Warrant was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate,






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except that, if the date of such surrender and payment is a date when the share transfer books
of the Company are closed, such person shall be deemed to have become the holder of such shares at
the close of business on the next succeeding date on which the share transfer books are open.




          3.3.5 Maximum Percentage. A holder of a Warrant may notify the Company in writing in
the event it elects to be subject to the provisions contained in this subsection 3.3.5;
however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless
he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not
effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise
such Warrant, to the extent that after giving effect to such exercise, such person (together with
such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in
excess of 9.8% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number
of shares of Common Stock beneficially owned by such person and its affiliates shall include the
number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the
determination of such sentence is being made, but shall exclude shares of Common Stock that would
be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially
owned by such person and its affiliates and (y) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company beneficially owned by such person and
its affiliates (including, without limitation, any convertible notes or convertible preferred stock
or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining
the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding
shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, current
report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or Continental Stock
Transfer & Trust Company (the “Transfer Agent”) setting forth the number of shares of Common Stock
outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the
Company shall, within two (2) Business Days, confirm orally and in writing to such holder the
number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of
Common Stock shall be determined after giving effect to the conversion or exercise of equity
securities of the Company by the holder and its affiliates since the date as of which such number
of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of
a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such
holder to any other percentage specified in such notice; provided, however, that
any such increase shall not be effective until the sixty-first (61st) day after such notice is
delivered to the Company.



4. Adjustments.




     4.1 Stock Dividends.



          4.1.1 Split-Ups. If after the date hereof, and subject to the provisions of
Section 4.6 below, the number of outstanding shares of Common Stock is increased by a stock
dividend






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payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar
event, then, on the effective date of such stock dividend, split-up or similar event, the number of
shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to
such increase in the outstanding shares of Common Stock. A rights offering to holders of the Common
Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair Market
Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock
equal to the product of (i) the number of shares of Common Stock actually sold in such rights
offering (or issuable under any other equity securities sold in such rights offering that are
convertible into or exercisable for the Common Stock) multiplied by (ii) the quotient of (x) the
price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value.
For purposes of this subsection 4.1.1, (i) if the rights offering is for securities
convertible into or exercisable for Common Stock, in determining the price payable for Common
Stock, there shall be taken into account any consideration received for such rights, as well as any
additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume
weighted average price of the Common Stock as reported during the ten (10) trading day period
ending on the trading day prior to the first date on which the shares of Common Stock trade on the
applicable exchange or in the applicable market, regular way, without the right to receive such
rights.




          4.1.2 Extraordinary Dividends. If the Company, at any time while the Warrants are
outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other
assets to the holders of the Common Stock on account of such shares of Common Stock (or other
shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as
described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to
satisfy the redemption rights of the holders of the Common Stock in connection with a proposed
initial Business Combination, (d) as a result of the repurchase of shares of Common Stock by the
Company if a proposed initial Business Combination is presented to the stockholders of the Company
for approval or (e) in connection with the Company’s liquidation and the distribution of its assets
upon its failure to consummate a Business Combination (any such non- excluded event being referred
to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective
immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or
the fair market value (as determined by the Board, in good faith) of any securities or other assets
paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this
subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution
which, when combined on a per share of Common Stock basis, with the per share amounts of all other
cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on
the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any
of the events referred to in other subsections of this Section 4 and excluding cash dividends or
cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares
of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the
offering price of the Units in the Company’s Offering).




     4.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of
Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a
consolidation, combination, reverse stock split or reclassification of shares of Common Stock or
other similar event, then, on the effective date of such consolidation, combination, reverse stock



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split, reclassification or similar event, the number of shares of Common Stock issuable on
exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of
Common Stock.




     4.3 Adjustments in Exercise Price. Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or
4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall
be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common
Stock so purchasable immediately thereafter.



     4.4 Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common Stock (other than a change
under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely
affects the par value of such shares of Common Stock), or in the case of any merger or
consolidation of the Company with or into another corporation (other than a consolidation or merger
in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding shares of Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of the Company as an
entirety or substantially as an entirety in connection with which the Company is dissolved, the
holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and
upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock
of the Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or
upon a dissolution following any such sale or transfer, that the holder of the Warrants would have
received if such holder had exercised his, her or its Warrant(s) immediately prior to such event
(the “Alternative Issuance”); provided, however, that (i) if the holders of the
Common Stock were entitled to exercise a right of election as to the kind or amount of securities,
cash or other assets receivable upon such consolidation or merger, then the kind and amount of
securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall
become exercisable shall be deemed to be the weighted average of the kind and amount received per
share by the holders of the Common Stock in such consolidation or merger that affirmatively make
such election, and (ii) if a tender, exchange or redemption offer shall have been made to and
accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made
by the Company in connection with redemption rights held by stockholders of the Company as provided
for in the Company’s certificate of incorporation or as a result of the repurchase of shares of
Common Stock by the Company if a proposed initial Business Combination is presented to the
stockholders of the Company for approval) under circumstances in which, upon completion of such
tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any
affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and
any members of any such group of which any such affiliate or associate is a part, own beneficially
(within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares
of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance,
the highest amount of cash,



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securities or other property to which such holder would actually have been entitled as a
stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender
or exchange offer, accepted such offer and all of the Common Stock held by such holder had been
purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the
consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments
provided for in this Section 4; provided further, however, that if less than 70% of the consideration receivable by the holders of the Common Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or on the OTC Bulletin Board, or is to be so listed for trading immediately following such event, then the Warrant Price shall be reduced by an amount (in dollars) equal to
the quotient of (x) $18 (subject to adjustment in accordance with Section 6.1 hereof) minus the Per
Share Consideration (as defined below) (but in no event, less than zero), and (y): if the
applicable event is announced on or prior to the third anniversary of the closing date of the
initial Business Combination, 2; if the applicable event is announced after the third anniversary
of the closing date of the initial Business Combination and on or prior to the fourth anniversary
of the closing date of the initial Business Combination, 2.5; if the applicable event is announced
after the fourth anniversary of the closing date of the initial Business Combination and on or
prior to the Expiration Date, 3. “Per Share Consideration” means (i) if the consideration paid to
holders of the Common Stock consists exclusively of cash, the amount of such cash per share of
Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as
reported during the ten (10) trading day period ending on the trading day prior to the effective
date of the applicable event. If any reclassification or reorganization also results in a change in
shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made
pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section
4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers.




     4.5 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the
number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof
to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and
the increase or decrease, if any, in the number of shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. Upon the occurrence of any event specified in Sections
4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the
occurrence of such event to each holder of a Warrant, at the last address set forth for such holder
in the Warrant Register, of the record date or the effective date of the event. Failure to give
such notice, or any defect therein, shall not affect the legality or validity of such event.



     4.6 No Fractional Shares. Notwithstanding any provision contained in this Warrant
Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants.
If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant
would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round up to the nearest whole number, the number of the
shares of Common Stock to be issued to such holder.



     4.7 Form of Warrant. The form of Warrant need not be changed because of any
adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state
the



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same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Agreement; provided, however, that the Company may at any time in
its sole discretion make any change in the form of Warrant that the Company may deem appropriate
and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as
so changed.




     4.8 Other Events. In case any event shall occur affecting the Company as to which
none of the provisions of preceding subsections of this Section 4 are strictly applicable,
but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then,
in each such case, the Company shall appoint a firm of independent public accountants, investment
banking or other appraisal firm of recognized national standing, which shall give its opinion as to
whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is
necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a
manner that is consistent with any adjustment recommended in such opinion.


5. Transfer and Exchange of Warrants.




     5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from
time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant
for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The
Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.



     5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant
Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of
the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that in the event that a Warrant surrendered for transfer bears a restrictive
legend (as in the case of the Sponsor Warrants), the Warrant Agent shall not cancel such Warrant
and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of
counsel for the Company stating that such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend.



     5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any
registration of transfer or exchange which shall result in the issuance of a warrant certificate
for a fraction of a warrant.



     5.4 Service Charges. No service charge shall be made for any exchange or registration
of transfer of Warrants.



     5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Agreement, the



11









 




Warrants required to be issued pursuant to the provisions of this Section 5, and the
Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly
executed on behalf of the Company for such purpose.




     5.6 Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be
transferred or exchanged only together with the Unit in which such Warrant is included, and only
for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit.
Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to
transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this
Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.


6. Redemption.




     6.1 Redemption. Subject to Section 6.4 hereof, not less than all of the
outstanding Warrants may be redeemed, at the option of the Company, at any time while they are
exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the
Registered Holders of the Warrants, as described in Section 6.2 below, at the price of
$0.01 per Warrant (the “Redemption Price”), provided that the last sales price of the Common Stock
reported has been at least $18.00 per share (subject to adjustment in compliance with Section
4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day period ending
on the third Business Day prior to the date on which notice of the redemption is given and provided
that there is an effective registration statement covering the shares of Common Stock issuable upon
exercise of the Warrants, and a current prospectus relating thereto, available throughout the
30-day Redemption Period (as defined in Section 6.2 below).



     6.2 Date Fixed for, and Notice of, Redemption. In the event that the Company elects
to redeem all of the Warrants, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than thirty (30) days prior to the Redemption Date to the Registered Holders of the
Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any
notice mailed in the manner herein provided shall be conclusively presumed to have been duly given
whether or not the Registered Holder received such notice.



     6.3 Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or
on a “cashless basis” in accordance with subsection 3.3.1(b) of this Agreement) at any time
after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event that the Company determines to require all
holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection
3.3.1, the notice of redemption shall contain the information necessary to calculate the number
of shares of Common Stock to be received upon exercise of the Warrants, including the “Fair Market
Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after
the Redemption Date, the record holder of the Warrants shall have no further rights except to
receive, upon surrender of the Warrants, the Redemption Price.



     6.4 Exclusion of Sponsor Warrants. The Company agrees that the redemption rights
provided in this Section 6 shall not apply to the Sponsor Warrants if at the time of the redemption
such Sponsor Warrants continue to be held by the members of the Sponsor or their



12









 




Permitted Transferees. However, once such Sponsor Warrants are transferred (other than
to Permitted Transferees under subsection 2.5), the Company may redeem the Sponsor Warrants,
provided that the criteria for redemption are met, including the opportunity of the holder of such
Sponsor Warrants to exercise the Sponsor Warrants prior to redemption pursuant to Section 6.3.
Sponsor Warrants that are transferred to persons other than Permitted Transferees shall upon such
transfer cease to be Sponsor Warrants and shall become Public Warrants under this Agreement.



7. Other Provisions Relating to Rights of Holders of Warrants.




     7.1 No Rights as Stockholder. A Warrant does not entitle the Registered Holder
thereof to any of the rights of a stockholder of the Company, including, without limitation, the
right to receive dividends, or other distributions, exercise any preemptive rights to vote or to
consent or to receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.



     7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,
mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or
otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.



     7.3 Reservation of the Common Stock. The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of Common Stock that shall be sufficient
to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.



     7.4 Registration of the Common Stock. The Company agrees that as soon as practicable,
but in no event later than fifteen (15) Business Days after the closing of its initial Business
Combination, it shall use its best efforts to file with the Commission a post-effective amendment
to the Registration Statement, or a new registration statement, for the registration, under the
Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall
use its best efforts to take such action as is necessary to register
or qualify for sale, in those states in
which the Warrants were initially offered by the Company, the shares of Common Stock issuable upon
exercise of the Warrants, to the extent an exemption is not available. The Company shall use its best efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions
of this Agreement. If any such post-effective amendment or registration statement has not been
declared effective by the 60th Business Day following the closing of the Business
Combination, holders of the Warrants shall have the right, during the period beginning on the 61st
Business Day after the closing of the Business Combination and ending upon such post-effective
amendment or registration statement being declared effective by the Commission, and during any
other period when the Company shall fail to have maintained an effective registration statement
covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such
Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with



13









 









Section 3(a)(9) of the Act or another exemption) for that number of shares of Common Stock
equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock
underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair
Market Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this
Section 7.4, “Fair Market Value” shall mean the volume weighted average price of the Common
Stock as reported during the ten (10) trading day period ending on the trading day prior to the
date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or
its securities broker or intermediary. The date that notice of cashless exercise is received by the
Warrant Agent shall be conclusively determined by the Warrant Agent. The Company shall provide the
Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with
securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in
accordance with this Section 7.4 is not required to be registered under the Securities Act
and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United
States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule
144 under the Securities Act) of the Company and, accordingly, shall not be required to bear a
restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been
exercised on a cashless basis, the Company shall continue to be obligated to comply with its
registration obligations under the first three sentences of this
Section 7.4. In addition, the Company agrees to use its best efforts to register the shares of Common Stock
issuable upon exercise of a Warrant under the blue sky laws of the states of residence of the exercising Warrant holder
to the extent an exemption is not available.







8. Concerning the Warrant Agent and Other Matters.




     8.1 Payment of Taxes. The Company shall from time to time promptly pay all taxes and
charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or
delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or such shares.



     8.2 Resignation, Consolidation, or Merger of Warrant Agent.



          8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to
it hereafter appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company
shall fail to make such appointment within a period of thirty (30) days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant
(who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of
any Warrant may apply to the Supreme Court of the State of New York for the County of New York for
the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent,
whether appointed by the Company or by such court, shall be a corporation organized and existing
under the laws of the State of New York, in good standing and having its principal office in the
Borough of Manhattan, City and State of New York, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall






14









 







be vested with all the authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder,
without any further act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company
shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,
rights, immunities, duties, and obligations.




          8.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall
be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the
Transfer Agent for the Common Stock not later than the effective date of any such appointment.




          8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the
Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from
any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.




     8.3 Fees and Expenses of Warrant Agent.



          8.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable
remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its
obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that
the Warrant Agent may reasonably incur in the execution of its duties hereunder.




          8.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and
deliver or cause to be performed, executed, acknowledged, and delivered all such further and other
acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the
carrying out or performing of the provisions of this Agreement.




     8.4 Liability of Warrant Agent.



          8.4.1 Reliance on Company Statement. Whenever in the performance of its duties under
this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a statement signed by the President or
Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely
upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.




          8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own gross
negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and
save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of






15









 







this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct
or bad faith.




          8.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the
validity of this Agreement or with respect to the validity or execution of any Warrant (except its
countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company
of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall
not be responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or reservation of any
shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any
shares of Common Stock shall, when issued, be valid and fully paid and nonassessable.




     8.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by
this Agreement and agrees to perform the same upon the terms and conditions herein set forth and
among other things, shall account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the
purchase of shares of Common Stock through the exercise of the Warrants.



     8.6 Waiver. The Warrant Agent has no right of set-off or any other right, title,
interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as
defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and
between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any
reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and
any and all rights to seek access to the Trust Account.


9. Miscellaneous Provisions.




     9.1 Successors. All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns.



     9.2 Notices. Any notice, statement or demand authorized by this Warrant Agreement to
be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Company with the Warrant Agent), as
follows:


JWC Acquisition Corp.

111 Huntington Avenue

Suite 2900

Boston, Massachusetts 02199

Attention: Chief Executive Officer




16









 







Any notice, statement or demand authorized by this Agreement to be given or made by the holder of
any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five (5) days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company), as follows:



Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attention: Compliance Department




     9.3 Applicable Law. The validity, interpretation, and performance of this Agreement
and of the Warrants shall be governed in all respects by the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or
claim against it arising out of or relating in any way to this Agreement shall be brought and
enforced in the courts of the State of New York or the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum.



     9.4 Persons Having Rights under this Agreement. Nothing in this Agreement shall be
construed to confer upon, or give to, any person or corporation other than the parties hereto and
the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this
Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All
covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement
shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns
and of the Registered Holders of the Warrants.



     9.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available
at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and
State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may
require any such holder to submit his Warrant for inspection by it.



     9.6 Counterparts. This Agreement may be executed in any number of original or
facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the same instrument.



     9.7 Effect of Headings. The section headings herein are for convenience only and are
not part of this Warrant Agreement and shall not affect the interpretation thereof.



     9.8 Amendments. This Agreement may be amended by the parties hereto without the
consent of any Registered Holder for the purpose of curing any ambiguity, or curing, correcting or
supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may



17









 




deem necessary or desirable and that the parties deem shall not adversely affect the interest
of the Registered Holders. All other modifications or amendments, including any amendment to
increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only
the Sponsor Warrants, shall require the written consent of the Registered Holders of 65% of the
then outstanding Public Warrants. Further, the members of the Sponsor shall not vote any Warrants
owned or controlled by them in favor of such amendment unless the Registered Holders of 65% of the
Public Warrants vote in favor of such amendment. Notwithstanding the foregoing, the Company may
lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections
3.1 and 3.2, respectively, without the consent of the Registered Holders.




     9.9 Severability. This Warrant Agreement shall be deemed severable, and the
invalidity or unenforceability of any term or provision hereof shall not affect the validity or
enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in
lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there
shall be added as a part of this Warrant Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.



Exhibit A Form of Warrant Certificate

Exhibit B Legend — Sponsor’s Warrants




18









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	JWC ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Adam L. Suttin 	 
	 	 	President 	 
	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as
Warrant Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



19









 






	 	 	 	 	 



EXHIBIT A




[Form of Warrant Certificate]



[FACE]



Number




________




Warrants




________



THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW



JWC ACQUISITION CORP.

Incorporated Under the Laws of the State of Delaware



CUSIP ________




Warrant Certificate





     This Warrant Certificate certifies that ____________________, or registered assigns, is the
registered holder of _______________ warrants (the “Warrants”) to purchase shares of Common Stock,
$.0001 par value (the “Common Stock”), of JWC Acquisition Corp., a Delaware corporation (the
“Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the
Warrant Agreement referred to below, to receive from the Company that number of fully paid and
nonassessable shares of Common Stock (each, a “Warrant”) as set forth below, at the exercise price
(the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or
through “cashless exercise” if permitted by the Warrant Agreement) of the United States of America
upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or
agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in
the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall
have the meanings given to them in the Warrant Agreement.



     Each Warrant is initially exercisable for one fully paid and non-assessable share of Common
Stock. The number of the Warrants issuable upon exercise of the Warrants is subject to adjustment
upon the occurrence of certain events set forth in the Warrant Agreement.



     The
initial Exercise Price per share of Common Stock for any Warrant is
equal to $11.50 per
share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth
in the Warrant Agreement.



20









 





     Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised
only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become void.



     Reference is hereby made to the further provisions of this Warrant Certificate set forth on
the reverse hereof and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.



     This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such
term is used in the Warrant Agreement.



     This Warrant Certificate shall be governed and construed in accordance with the internal laws
of the State of New York, without regard to conflicts of laws principles thereof.



21









 





	 	 	 	 	 
	 	JWC ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Adam L. Suttin 	 
	 	 	President 	 
	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as
Warrant Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	

 	 
	 
	 	Authorized Signatory
 	 



22









 






	 	 	 	 	 



[Form of Warrant Certificate]




[Reverse]




     The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of
Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be
issued pursuant to a Warrant Agreement dated as of ____________, 2010 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New
York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby referred to for a
description of the rights, limitation of rights, obligations, duties and immunities thereunder of
the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the
Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be
obtained by the holder hereof upon written request to the Company. Defined terms used in this
Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.



     Warrants may be exercised at any time during the Exercise Period set forth in the Warrant
Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of election to purchase set forth hereon
properly completed and executed, together with payment of the Exercise Price as specified in the
Warrant Agreement (or through “cashless exercise” if permitted by the Warrant Agreement) at the
principal corporate trust office of the Warrant Agent. In the event that upon any exercise of
Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of
Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee,
a new Warrant Certificate evidencing the number of Warrants not exercised. No adjustment shall be
made for any dividends on any of the Common Stock issuable upon exercise of this Warrant.



     Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant
may be exercised unless at the time of exercise (i) a registration statement covering the shares of
Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current, except through “cashless exercise” if
permitted by the Warrant Agreement.



     The Warrant Agreement provides that upon the occurrence of certain events the number of the
Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon
exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a
share of Common Stock, the Company shall, upon exercise, round up to the nearest whole number of
shares of Common Stock to be issued to the holder of the Warrant.



     Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant
Agent by the Registered Holder thereof in person or by legal representative or attorney duly
authorized in writing, may be exchanged, in the manner and subject to the limitations provided in
the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate
or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.



23









 





     Upon due presentation for registration of transfer of this Warrant Certificate at the office
of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for
this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any tax or other governmental charge imposed in connection therewith.



     The Company and the Warrant Agent may deem and treat the Registered Holder(s) thereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate
entitles any holder hereof to any rights of a stockholder of the Company.



24









 





Election to Purchase




(To Be Executed Upon Exercise of Warrant)



     The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant
Certificate, to receive __________ shares of Common Stock and herewith tenders payment for such
shares to the order of JWC Acquisition Corp. (the “Company”) in the amount of $ __________ in
accordance with the terms hereof. The undersigned requests that a certificate for such shares be
registered in the name of __________ , whose address is __________ and that such shares be
delivered to __________ whose address is _________. If said number of shares is less than all of
the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of such shares be registered in the name of
__________, whose address is ________________, and that such Warrant Certificate be delivered to
__________, whose address is _______________.



     In the event that the Warrant has been called for redemption by the Company pursuant to
Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant
to Section 6.3 of the Warrant Agreement, the number of shares that this Warrant is
exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section
6.3 of the Warrant Agreement.



     In the event that the Warrant is a Sponsor Warrant that is to be exercised on a “cashless”
basis pursuant to subsections 3.3.1(c) of the Warrant Agreement, the number of shares that
this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c)
of the Warrant Agreement.



     In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section
7.4 of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall
be determined in accordance with Section 7.4 of the Warrant Agreement.



     In the event that the Warrant (as such term is defined in the Warrant Agreement) may be
exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number
of shares that this Warrant is exercisable for would be determined in accordance with the
relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the
holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of
Section ___ of the Warrant Agreement, to receive shares of Common Stock. If said number of shares
is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the
cashless exercise), the undersigned requests that a new Warrant Certificate representing the
remaining balance of such shares be registered in the name of , whose address is , and that such
Warrant Certificate be delivered to , whose address is _______________.



25









 





	 	 	 

	Date: ____________, 20__

	 	 
	 

	 	(Signature)
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	(Address)
	 
	 	 
	 

	 	 
	 

	 	(Tax Identification Number)





Signature Guaranteed:




 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).










26









 








EXHIBIT B




LEGEND


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS
THIRTY (30) DAYS AFTER THE DATE UPON WHICH JWC ACQUISITION CORP. (THE “COMPANY”)
COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT
REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT
AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.



SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON
EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS
AGREEMENT TO BE EXECUTED BY THE COMPANY.




			
	No.                    
	 	                    Warrants