Exhibit 10.4


 


June
27, 2012


 


Tile Shop Holdings, Inc.

1400 Carlson Parkway

Plymouth, MN 55441


 


JWC Acquisition Corp.

Bay Colony Corporate Center

North Entrance

1000 Winter Street, Suite 4300

Waltham, MA 02451


 


		Re:	Section 2.4(e) Agreement



 


Ladies and Gentlemen:


 


This letter agreement (this “Agreement”)
relates to the shares of Buyer Common Stock held by JWC Acquisition, LLC (“Sponsor”), the warrants to purchase
an aggregate of 5,333,333 shares of Buyer Common Stock held by the members of the Sponsor, the obligation of the members of the
Sponsor to purchase the Additional Closing Shares in connection with the transactions contemplated by the Contribution and Merger
Agreement by and among The Tile Shop, LLC, ILTS, LLC, Tile Shop, Inc., JWTS, Inc. and each of the other Members of the Company,
Nabron International, Inc., Holdings, TS Merger Subsidiary, Inc. and Peter Jacullo, in his capacity as Sellers’ Representative,
as amended from time to time (the “Definitive Agreement”). Capitalized terms used but not otherwise defined
herein shall have their respective meanings set forth in the Definitive Agreement.


 


This Agreement is being executed and delivered
simultaneously with the execution and delivery of the Definitive Agreement. 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 the Sellers and Holdings
to enter into the Definitive Agreement and to consummate the transactions contemplated by the Definitive Agreement, the undersigned
hereby agrees to each of the following:


 


(i)          immediately
prior to the Effective Time, the Sponsor shall distribute to its members all of the shares of Buyer Common Stock held by the Sponsor;


 


(ii)         effective
immediately prior to the Effective Time, each of the undersigned holders of the Sponsor Warrants hereby (A) waives its rights and
the rights of its permitted transferees under Section 2.5 of the Warrant Agreement to exercise the Sponsor Warrants for cash and
agrees that such Warrants, may only be exercised on a cashless basis pursuant to Subsection 3.3.1(c) of the Warrant Agreement,
(B) agrees that prior to such exercise, such person 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, sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any options or purchase or otherwise dispose of or agree to dispose of, directly or indirectly,
the Sponsor Warrant held by him, her or it, and (C) agrees that his, her or its Sponsor Warrants will be subject to redemption
after the underlying shares of Holdings Common Stock exceed $18.00 per share in the same manner that the Warrants held by persons
other than the members of the Sponsor are subject to redemption.


 



    	 



    	 



    

 


Notwithstanding the foregoing, the undersigned
holders of Sponsor Warrants may transfer the Sponsor Warrants owned by him, her or it;


 


(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, parties or member, of which are members
of the immediate family of the undersigned holder of Sponsor Warrants 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; and


 


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


 


Provided that in the case of clauses (i)
through (iii) those permitted transferees and any stockholder, parties or member thereto enter into a written agreement with the
Sellers’ Representative agreeing to be bound by the waiver of rights and the transfer restrictions contained herein.


 


In the event that prior to Closing, holders
of Buyer Common Stock have exercised their rights under the Buyer’s certificate of incorporation, as amended, to cause Buyer
to redeem greater than 4,000,000 shares of Buyer Common Stock for a cash payment from the Trust Account, each of the undersigned
members of the Sponsor listed on Schedule 1 hereto hereby agrees that immediately prior to the Effective Time, he, she or
it shall purchase from Holdings, and Holdings hereby agrees to issue and sell to such members of the Sponsor, a number of shares
of Holdings Common Stock equal to their Pro Rata Portion (as defined below) of a number of shares of Holdings Common Stock equal
to the number of shares of Buyer common Stock redeemed in excess of 4,000,000 shares at a purchase price of $10 per share, payable
by such member of the Sponsor by wire transfer of immediately available funds; provided that the number of shares of Holdings Common
Stock that each of the undersigned members of Sponsor are obligated to purchase hereunder shall not exceed the number of shares
set forth opposite the name of such undersigned member of Sponsor under the heading “Maximum Number of Shares”. The
“Pro Rata Portion” for each of the undersigned members of the Sponsor listed on Schedule 1 shall be equal to (x)
the number of shares set forth opposite the name of such undersigned member of Sponsor under the heading “Maximum Number
of Shares”, divided by (y) 1,500,000. The obligation of each of the undersigned members of the Sponsor listed on Schedule 1
is several and not joint.


 


From and after the date hereof and until
the 18th month anniversary of the Closing, the undersigned hereby agree that they will not, and will cause their affiliates not
to, purchase, directly or indirectly, any Public Warrants (other than Sponsor Warrants from each other).


 


Each of the undersigned shall
cause J.W. Childs Associates, L.P. to waive any of its rights to convert any unreimbursed advances made by J.W. Childs
Associates, L.P. to the Buyer into warrants of the Buyer. 


 



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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.


 


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 not be amended prior
to the Closing Date without the written consent of Holdings and the undersigned.



    	 



    	 



    
 





	 	Very truly yours,
	 	 
	 	JWC ACQUISITION, LLC
	 	 
	 	By:	/s/ Adam L. Suttin
	 	Name:	Adam L. Suttin
	 	Title:	President




  


	 	MEMBERS OF SPONSOR
	 	 
	 	/s/ John W. Childs
	 	John W. Childs


 


	 	/s/ Adam L. Suttin
	 	Adam L. Suttin


 


	 	/s/ Arthur P. Byrne
	 	Arthur P. Byrne


 


	 	/s/ David A. Fiorentino
	 	David A. Fiorentino


 


 


[Signature Page
to Section 2.4(e) Agreement] 


 



    	 



    	 



    

 


	 	/s/ Raymond B. Rudy
	 	Raymond B. Rudy


 


	 	/s/ Jeffrey J. Teschke
	 	Jeffrey J. Teschke


 


	 	/s/ William E. Watts
	 	William E. Watts


 


[Signature Page
to Section 2.4(c) Agreement] 


 






    	 



    	 



    
 


	 	/s/ Hemanshu Patel
	 	/s/ Hemanshu Patel
	 	 
	 	SAWAYA CAPITAL PARTNERS, LLC
	 	 
	 	By:	/s/ Fuad Sawaya


 


	 	/s/ Steven G. Segal
	 	Steven G. Segal


 


 


[Signature Page to Section 2.4(e) 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 Section 2.4(e) Agreement]

 



    	 



    	 



    

 


Schedule 1


  


	Member of Sponsor	 	Maximum Number of Shares	 
	John W. Childs	 	 	1,080,000	 
	Adam L. Suttin	 	 	110,000	 
	Arthur P. Byrne	 	 	100,000	 
	David A. Fiorentino	 	 	10,000	 
	Raymond Rudy	 	 	20,000	 
	Jeffrey J. Teschke	 	 	10,000	 
	William E. Watts	 	 	100,000	 
	Sawaya Capital Partners, LLC	 	 	50,000	 
	Steven G. Segal	 	 	20,000	 
	 	 	 	 	 
	 	 	 	1,500,000	 



 








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