Exhibit 10.2


 


June
27, 2012
 


Tile Shop Holdings, Inc.

14000 Carlson Parkway

Plymouth, MN 55441


 


JWC Acquisition Corp.

Bay Colony Corporate Center

North Entrance

1000 Winter Street, Suite 4300

Waltham, MA 02451


 


		Re:	Sellers Lock-Up Agreement



 


Ladies and Gentlemen:


 


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.


 


This Agreement is being executed and delivered
simultaneously with the execution and delivery of the Definitive Agreement and the Registration Agreement, among others, and shall
become effective as of the Closing Date. In the event the Definitive Agreement is terminated prior to the Closing Date, this Agreement
shall terminate without any further action by any of the parties hereto and no party shall have any liability or further obligation
to any other party to this Agreement.


 


In order to induce Buyer to enter into the
Definitive Agreement and to consummate the transactions contemplated by the Definitive Agreement, the undersigned hereby agrees
that, during a period commencing on the Closing Date and ending on the earlier of (i) one year after the Closing Date or earlier
if subsequent to the Closing Date the last sales price of Holdings Common Stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30 trading
day period commencing at least 150 days after the Closing Date, or (ii) the date when Holdings consummates a liquidation, merger,
stock exchange or other similar transaction that results in all of the stockholders of Holdings having the right to exchange their
shares of Holdings Common Stock for cash, securities or other property (the “Lock-Up Period”), the undersigned:
will not, directly or indirectly, on his, her or its own behalf, or on behalf of entities, family members or trusts affiliated
with or controlled by him, her or it, (A) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option
or purchase or otherwise dispose of or agree to dispose of, directly or indirectly, the Closing Holdings Shares, or establish or
increase a “put equivalent position”, or liquidate or decrease a “call equivalent position” within the
meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, in respect of
the Closing Holdings Shares, (B) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of the Closing Holdings Shares, whether any such transaction is to be settled by
delivery of Closing Holdings Shares or such other securities, in cash or otherwise or (C) publicly announce any intention
to effect any transaction specified in clauses (A) or (B).


 



    	 



    	 



    

 


The undersigned hereby authorizes Holdings
during the Lock-Up Period to cause the transfer agent for the Holdings Common Stock to decline to transfer, and to note stop transfer
restrictions on the stock register and other records relating to, the Closing Holdings Shares for which the undersigned is the
record holder and, in the case of Holdings Shares for which the undersigned is the beneficial but not the record holder, agrees
during the Lock-Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop
transfer restrictions on the stock register and other records relating to, the undersigned’s Closing Holdings Shares.


 


The undersigned hereby further agrees that
during the Lock-Up Period the undersigned will not file or participate in the filing with the SEC of any registration statement,
or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect
to any proposed offering or sale of the undersigned’s Closing Holdings Shares; provided that the undersigned may exercise
its rights pursuant to that certain registration rights agreement entered into simultaneously with the execution and delivery of
the Definitive Agreement and request that a registration statement relating to the Closing Holdings Shares be filed prior to the
end of the Lock-Up Period if such registration statement does not become effective until after the end of the Lock-Up Period.


 


Notwithstanding the foregoing, the undersigned
may transfer the Closing Holdings Shares owned by him or her:


 


		(i)	by gift or other transfer to a member of the undersigned’s immediate family or to a trust, corporation, partnership or
limited liability company established for estate planning purposes, the beneficiaries, stockholders, partners or members of which
are members of the undersigned’s immediate family or a charitable organization;



 


		(ii)	by virtue of the laws of descent and distribution upon the death of the undersigned;



 


		(iii)	pursuant to a qualified domestic relations order;



 


		(iv)	to the stockholders, partners or members of the undersigned or a corporation, partnership or limited liability company that
is a permitted transferee hereunder; or



 



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		(v)	in the event that, subsequent to the Closing Date, Holdings consummates a merger, stock exchange or other similar transaction
that results in all of its stockholders having the right to exchange their shares of Holdings common stock for cash, securities
or other property;



 


provided that in the case of clauses (i) through
(iv) those permitted transferees and any stockholder, partner or member thereof enter into a written agreement with Holdings agreeing
to be bound by the transfer instructions contained herein.


 


The undersigned hereby represents and warrants
to the Company that the undersigned has full power and authority to enter into this Agreement and that this Agreement constitutes
the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned
will execute any additional documents necessary in connection with enforcement hereof. Any obligations of the undersigned shall
be binding upon the successors and assigns of the undersigned from the date first above written.


 


This Agreement shall be governed by and
construed and enforced in accordance with 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 parities hereto (i) agree that any action,
proceeding, claim or dispute arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts
of New York City, in the State of New York, and irrevocably submits to such jurisdiction and venue, which jurisdiction and venue
shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum. This Agreement may be executed in one or more counterparts (including by facsimile or other electronic means), each of which
shall constitutes one and the same investment.


 


This Agreement may not be amended prior
to the Closing Date without the written consent of Buyer and may not be amended after the Closing Date without the approval of
the Audit Committee of the Board of Directors of Holdings.


 



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	 	Very truly yours,
	 	 
	 	SELLERS:
	 	 
	 	For and on behalf of 
	 	NABRON INTERNATIONAL, INC.


 


	 	By:	/s/ Raymond Long Sing Tang, /s/ Louise Mary Garbarino
	 	Name: Raymond Long Sing Tang / Louise Mary Garbarino
	 	Title: Authorized Signatures


 


	 	THE TILE SHOP, INC.
	 	 
	 	By:	/s/ Robert A. Rucker
	 	Name: Robert A. Rucker
	 	Title:   CEO


 


	 	ILTS, LLC
	 	 
	 	By:	/s/ Andrea K. Jensen
	 	Name: Andrea K. Jensen
	 	Title:   Manager


 


	 	JWTS, INC.
	 	 
	 	By:	/s/ Peter J. Jacullo, III
	 	Name: Peter J. Jacullo, III
	 	Title:   President


 


	 	By:	/s/ Peter H. Kamin
	 	Name: Peter H. Kamin
	 	as Trustee of the Peter H. Kamin Revocable Trust


 


	 	By:	/s/ Peter H. Kamin
	 	Name: Peter H. Kamin
	 	as Trustee of the Peter H. Kamin Childrens’ Trust


 


[Signature Page to Lock-up Agreement]



 



    	 



    	 



    

 


	 	By:	/s/ Peter H. Kamin
	 	Name:  Peter H. Kamin, as Trustee under the
	 	Peter H. Kamin GST


 


	 	3K LIMITED PARTNERSHIP
	 	 
	 	By:	/s/ Peter H. Kamin
	 	Name: Peter H. Kamin
	 	Title:   Trustee, Managing Partner


 


	 	/s/ Todd Krasnow
	 	Todd Krasnow


 





	 	FAMILY OFFICE INVESTORS LLC
	 	 
	 	By:	/s/ Mark Riser
	 	Name: Mark Riser
	 	Title:   Sole Member




  


	 	/s/ Warren W. Garden
	 	Warren W. Garden


 


	 	/s/ Irene P. McCarthy
	 	Irene P. McCarthy


 


	 	/s/ Robert McCarthy
	 	Robert McCarthy


 


[Signature Page to Lock-up Agreement]



 



    	 



    	 



    

 


Acknowledged and Agreed:


 


	TILE SHOP HOLDINGS, INC.	 
	 	 
	By:	/s/ Robert A. Rucker	 
	 	Name:	Robert A. Rucker	 
	 	Title:	President	 


 


	JWC ACQUISITION CORP.	 
	 	 
	By:	/s/ Adam L. Suttin	 
	 	Name:	Adam L. Suttin	 
	 	Title:	President	 


 


[Signature Page to Lock-up Agreement]