Exhibit 10.5


 


June
27, 2012
 
 


 


JWC Warrant Holdings, LLC

Bay Colony Corporate Center

North Entrance

1000 Winter Street, Suite 4300

Waltham, MA 02451


 


		Re:	Warrant Purchase Agreement



 


Ladies and Gentlemen:


 


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.


 


This Agreement is being
executed and delivered simultaneously with the execution and delivery of the Definitive Agreement 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, each
of the undersigned hereby agrees that, immediately prior to the Effective Time, he, she or it shall purchase from JWC Warrant Holdings,
LLC the number of Warrants set forth opposite such undersigned’s name on the signature pages hereof for an aggregate purchase
price set forth adjacent to the number of such Warrants, payable by the undersigned to JWC Warrant Holdings, LLC by wire transfer
of immediately available funds. The obligation of each of the undersigned is several and not joint.


 


The Warrants purchased
by the undersigned hereby shall remain subject to the terms and conditions of the Warrant Agreement in all respects.


 


Each of the undersigned
hereby represents and warrants 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.


 



    	 



    	 



    

 


JWC Warrant Holdings,
LLC hereby represents and warrants that it is the owner of warrants to purchase 4,466,885 shares of Buyer Common Stock, which JWC
Warrant Holdings, LLC acquired from public warrantholders of Buyer for an aggregate purchase price of $3,419,327.00 (the “Warrants”).
JWC Warrant Holdings, LLC further represents and warrants that: (a) it is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization; (b) it has full power and authority to execute and deliver this Agreement
and to perform its obligations hereunder; (c) this Agreement constitutes its valid and legally binding obligation, enforceable
in accordance with its terms and conditions; (d) no notice or filing with, or authorization, consent or approval of, any government
or governmental agency is required in order to consummate the sale of the Warrants contemplated by this Agreement; (e) the execution,
delivery, and performance of this Agreement has been duly authorized by its members; (f) neither that the execution and delivery
of this Agreement nor the consummation of the sale of the Warrants hereunder will violate any statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which it is subject
or any provision of its governing documents, or conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement,
contract, lease, license, instrument, or any other arrangement to which is a party or by which it is bound, or to which any of
its assets are subject, or result in the imposition or creation of a lien upon or with respect to its membership interests; (g)
it holds of record and beneficially all of the Warrants, free and clear of any restrictions on transfer (other than any restrictions
under the Securities Act and state securities laws), taxes, liens, options, warrants, purchase rights, contracts, commitments,
equities, claims, and demands; and (h) it is not a party to any option, warrant, purchase, right, or other contract or commitment
other than this Agreement that could require it to sell, transfer, or otherwise dispose of the Warrants.


 


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 parties 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 each of the undersigned and of JWC Warrant Holdings, LLC.


 



    	- 2 -



    	 



    

 


Very truly yours,









	Name and Signature of Warrant Purchasers	 	No. of Warrants	 	Purchase Price	 
	 	 	 	 	 	 
	Nabron International, Inc.	 	2,390,342	 	$1,829,767.51	 
	 	 	 	 	 	 
	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.	 	1,204,528	 	$922,046.37	 
	 	 	 	 	 	 
	By:	/s/ Robert A. Rucker	 	 	 	 	 
	Name:  Robert A. Rucker	 	 	 	 	 
	Title:   CEO	 	 	 	 	 
	 	 	 	 	 	 
	JWTS, INC.	 	750,310	 	$574,349.96	 
	 	 	 	 	 	 
	By:	/s/ Peter J. Jacullo, III	 	 	 	 	 
	Name:  Peter J. Jacullo, III	 	 	 	 	 
	Title:  President	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Peter H. Kamin	 	 	 	 	 
	Name:  Peter H. Kamin,	 	37,005	 	$28,326.72	 
	as Trustee of the Peter H. Kamin Revocable	 	 	 	 	 
	Trust	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Peter H. Kamin	,	22,200	 	$16,993.73	 
	Name:  Peter H. Kamin,	 	 	 	 	 
	as Trustee of the Peter H. Kamin Childrens’	 	 	 	 	 
	Trust	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Peter H. Kamin	 	13,304	 	$10,183.99	 
	Name:  Peter H. Kamin as Trustee under the	 	 	 	 	 
	Peter H. Kamin GST	 	 	 	 	 




 


[Signature Page to Warrant Purchase Agreement]


 



    	 



    	 



    

 





	3K LIMITED PARTNERSHIP	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Peter H. Kamin	 	14,799	 	$11,328.39	 
	Name: 	Peter H. Kamin	 	 	 	 	 
	Title:	Trustee, Managing Partner 	 		 	 	 
	 	 	 	 	 	 	 
	By:
 	/s/ Todd Krasnow	 	 28,103	 	 $21,512.38	 
	Name:  	Todd Krasnow 	 	 	 	 	 
	 	 	 	 	 	 
	FAMILY OFFICE INVESTORS, LLC	 	2,962	 	$2,267.36	 
	 	 	 	 	 	 
	By:	/s/ Mark Riser	 	 	 	 	 
	Name:  	Mark Riser		 	 	 	 
	Title: 	Sole Member  	 	 	 	 	 
	 	 	 	 	 	 
		/s/ Warren W. Garden	 	 	2,220	 	$1,699.37	 
	Warren W. Garden	 	 	 	 	 
	 	 	 	 	 	 
		/s/ Irene P. McCarthy	 	 	 	 	 	 
	Irene P. McCarthy	 	 	 	 	 
	 	 	 	 	 	 
	 	 	1,112	 	$851.22	 
	 	 	 	 	 	 
		/s/ Robert McCarthy	 	 	 	 	 	 
	Robert McCarthy	 	 	 	 	 




  


[Signature Page to Warrant Purchase Agreement]


 



    	 



    	 



    

 


Acknowledged and Agreed:






	JWC WARRANT HOLDINGS, LLC	 
	 	 
	By:	/s/ Adam L. Suttin	 
	 	Name: Adam L. Suttin	 
	 	Title: President	 


 


[Signature Page to Warrant Purchase Agreement]