exv10w5






Exhibit 10.5




INVESTMENT MANAGEMENT TRUST AGREEMENT




     This Agreement is made effective as of                     , 2010 by and between JWC
Acquisition Corp., a Delaware corporation (the “Company”), JWC Acquisition Security Corporation, a
Massachusetts corporation (the “Subsidiary”) and Continental Stock Transfer & Trust Company (the
“Trustee”).



     WHEREAS, the Company’s registration statement on Form S-1, No. 333-168798 (the “Registration
Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s
units (the “Units”), which consist of one share of the Company’s common stock, par value $0.0001
per share (the “Common Stock”) and one warrant to purchase the Company’s Common Stock (the
“Warrants”), (such initial public offering hereinafter referred to as the “Offering”) has been
declared effective as of the date hereof (the “Effective Date”) by the Securities and Exchange
Commission; and



     WHEREAS, the Company has entered into an Underwriting Agreement with Citigroup Global Markets
Inc. as representative of the several underwriters (the “Underwriters”) named therein (the
“Underwriting Agreement”); and



     WHEREAS, the Subsidiary is a wholly-owned subsidiary of the Company and is qualified as a
security corporation under Massachusetts General Laws Ch. 63, sec 38B; and



     WHEREAS, as described in the Registration Statement, $124,950,000 of the gross proceeds of the
Offering and sale of the Sponsor Warrants (as defined in the Underwriting Agreement) (or
$143,325,000 if the Underwriters’ over-allotment option is exercised in full) will be assigned by
the Company to the Subsidiary and delivered to the Trustee to be deposited and held in a segregated
trust account (the “Trust Account”) for the benefit of the Subsidiary, the Company and
the holders of the Company’s Common Stock included in the Units issued in the Offering as
hereinafter provided (the amount to be delivered to the Trustee will be referred to hereinafter as
the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be
referred to as the “Public Stockholders,” and the Public Stockholders, the Company and the
Subsidiary will be referred to together as the “Beneficiaries”); and



     WHEREAS, the Company, the Subsidiary and the Trustee desire to enter into this Agreement to
set forth the terms and conditions pursuant to which the Trustee shall hold the Property.



     NOW THEREFORE, IT IS AGREED:


1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:




     (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement in the Trust Account at JP Morgan Chase, N.A. and at a brokerage institution selected by
the Trustee that is satisfactory to the Subsidiary;



 









 






     (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set
forth herein;



     (c) In a timely manner, upon the written instruction of the Subsidiary invest and reinvest the
Property in United States government securities within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, as amended, having a maturity of 180 days or less, or in money
market funds meeting the conditions of paragraphs (c)(2), (c)(3),
(c)(4)  and (c)(5) of Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended, as determined by the Subsidiary;
it being understood that the Trust Account will earn no interest while account funds are uninvested
awaiting Subsidiary instructions hereunder;



     (d) Collect and receive, when due, all interest or other income arising from the Property,
which shall become part of the “Property,” as such term is used herein;



     (e) Promptly notify the Company, the Subsidiary and Citigroup Global Markets Inc. of all
communications received by the Trustee with respect to any Property requiring action by the
Subsidiary;



     (f) Supply any necessary information or documents as may be requested by the Subsidiary (or
its authorized agents) in connection with the Subsidiary’s preparation of the tax returns relating
to assets held in the Trust Account;



     (g) Participate in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Subsidiary to do so;



     (h) Render to the Company and the Subsidiary monthly written statements of the
activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the
Trust Account;



     (i) Commence liquidation of the Trust Account only after and promptly after (x)
receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a
form substantially similar to that attached hereto as either Exhibit A or Exhibit B
signed on behalf of the Subsidiary by its Chief Executive Officer or Chairman of the board of
directors (the “Board”) or other authorized officer of the Subsidiary, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account only as directed in the
Termination Letter and the other documents referred to therein or (y)                     
1, if a Termination Letter has not been received by the Trustee
prior to such date, in which case the Trust Account shall be liquidated in accordance with the
procedures set forth in the Termination Letter attached as Exhibit B and the Property in
the Trust Account distributed to the Public Stockholders of record as of such date;
provided, however, that in the event the Trustee receives a Termination Letter
in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate
the Property because it has received no such Termination Letter by                     
2, the Trustee shall keep the Trust Account open until the
earliest to occur of (i) twelve (12) months following the date the Property has been distributed to
the Public Stockholders; (ii) the Trustee’s receipt of a letter





 




			
	1	 	Insert date that is 21 months from the
closing of the Offering.
	 
	2	 	Insert date that is 21 months from the
closing of the Offering.




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in a form substantially similar to Exhibit D hereto and the completion by the
Trustee of the distribution of the amounts specified therein; and (iii) the Trustee’s
receipt of a written notice from the Subsidiary’s independent registered public accountants
stating that the Subsidiary will not be receiving any tax refund on its income tax payments;




     (j) Upon written request from the Subsidiary, which may be given from time to time in a
form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal
Instruction”), withdraw from the Trust Account and distribute to the Company or
Subsidiary the amount requested by the Subsidiary to cover any income or franchise tax
obligation owed by the Company or the Subsidiary as a result of assets of the Company or the
Subsidiary or interest or other income earned on the Property, which amount shall be
delivered directly to the Company or the Subsidiary by electronic funds transfer or other
method of prompt payment, and the Company or the Subsidiary shall forward such
payment to the relevant taxing authority; provided, however, that to the
extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee
shall liquidate such assets held in the Trust Account as shall be designated by the Subsidiary in
writing to make such distribution; provided further that if the tax to be paid is a
franchise tax, the written request by the Subsidiary to make such distribution shall be accompanied
by a copy of the franchise tax bill from the State of Delaware for the Company or the Commonwealth
of Massachusetts for the Subsidiary and a written statement from the principal financial officer of
the Subsidiary setting forth the actual amount payable. The written request of the Subsidiary
referenced above shall constitute presumptive evidence that the Company or the Subsidiary is
entitled to said funds, and the Trustee shall have no responsibility to look beyond said
request;



     (k) Upon written request from the Subsidiary given after distribution of the Property to the
Public Stockholders, which may be given from time to time in a form substantially similar to
that attached hereto as Exhibit D (a “Tax Refund Instruction”), distribute to the
Public Stockholders, less amounts to be disbursed to the Company or the Subsidiary to cover accrued
expenses as set forth in the Tax Refund Instruction, amounts deposited by the Subsidiary
into the Trust Account that the Subsidiary has represented to be tax refund(s) of the Company’s or
the Subsidiary’s income tax payments;



     (l) Upon written request from the Subsidiary, which may be given from time to time in a form
substantially similar to that attached hereto as Exhibit E (an “Interest Withdrawal
Instruction”), distribute to the Company the amount requested by the Subsidiary to be used for
working capital requirements; provided, however, that the aggregate amount of all
such distributions pursuant to this Section 1(l) shall not exceed $1,250,000 in interest
income (net of franchise and income taxes payable), in the event the underwriters’ over-allotment
option in the Offering is not exercised in full, or $1,437,500 in interest income (net of franchise
and income taxes payable), if the underwriters’ over-allotment option in the Offering is exercised
in full (or, if the over-allotment option is not exercised in full, but is exercised in part, the
amount in interest income (net of franchise and income taxes payable) to be released shall be
increased proportionally in relation to the proportion of the over-allotment option which was
exercised);



     (m) Upon written request from the Subsidiary, which may be given from time to time in a form
substantially similar to that attached hereto as Exhibit F (a “Permitted Purchase of Shares
Withdrawal Instruction”), the Trustee shall distribute to the Company the amount



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requested by the Subsidiary to be used to purchase up to 1,875,000 shares of the Common Stock,
in the event the underwriters’ over-allotment option in the Offering is not exercised in full or up
to 2,156,250 shares of the Common Stock in the event the underwriters’ over-allotment option in the
Offering is exercised in full, not to exceed the per share amount then held in the Trust Account
(or, if the over-allotment option is not exercised in full, but is exercised in part, the number of
shares that may be purchased shall be increased proportionally in relation to the proportion of the
over-allotment option which was exercised) (such purchase hereinafter referred to as the “Permitted
Purchases”); provided, however, that to the extent there is not sufficient cash in
the Trust Account to make such distribution the Trustee shall liquidate such assets held in the
Trust Account, as shall be designated by the Subsidiary in writing to make such distribution; and




          (l) Not make any withdrawals or distributions from the Trust Account other than pursuant to
Section 1(i), (j), (k), (l) or (m) above.



2. Agreements and Covenants of the Company and the Subsidiary. Each of the
Company and the Subsidiary hereby agrees and covenants to:




     (a) Give all instructions to the Trustee hereunder in writing, signed by the Subsidiary’s
Chairman of the Board, President, Chief Executive Officer or Chief Financial Officer. In addition,
except with respect to its duties under Sections 1(i) through 1(m) hereof, the
Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or
telephonic advice or instruction which it, in good faith and with reasonable care, believes to be
given by any one of the persons authorized above to give written instructions, provided that the
Subsidiary shall promptly confirm such instructions in writing;



     (b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee
from and against any and all expenses, including reasonable counsel fees and disbursements, or
losses suffered by the Trustee in connection with any action taken by it hereunder and in
connection with any action, suit or other proceeding brought against the Trustee involving any
claim, or in connection with any claim or demand, which in any way arises out of or relates to this
Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the
Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or
willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this Section 2(b), it shall notify the Company and the Subsidiary in
writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have
the right to conduct and manage the defense against such Indemnified Claim; provided that
the Trustee shall obtain the consent of the Subsidiary with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any
Indemnified Claim without the prior written consent of the Subsidiary, which such consent shall not
be unreasonably withheld. The Subsidiary may participate in such action with its own counsel;



     (c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance
fee, an annual fee and a transaction processing fee for each disbursement made pursuant to
Sections 1(j), 1(l) and 1(m), and the usual and customary service fees of
the Trustee as paying agent (“Paying Agent”) pursuant to Section 1(k) hereof, which fees
shall be subject to



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modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company or the
Subsidiary pursuant to Sections 1(j) through 1(m) hereof. The Subsidiary shall pay
the Trustee the initial acceptance fee and the first annual fee at the consummation of the Offering
and thereafter on the anniversary of the Effective Date. The Trustee shall refund to the Subsidiary
the annual fee (on a pro rata basis) with respect to any period after the liquidation of the Trust
Account. Neither the Company nor the Subsidiary shall be responsible for any other fees or charges
of the Trustee except as set forth in this Section 2(c) and as may be provided in
Section 2(b) hereof;




     (d) In connection with any vote of the Public Stockholders regarding 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”), provide to the Trustee
an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the
vote of the Public Stockholders regarding such Business Combination;



     (e) Provide Citigroup Global Markets Inc. with a copy of any Termination Letter(s) and/or any
other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the
Trust Account promptly after it issues the same;



     (f) In the event the Company or the Subsidiary is entitled to receive a tax refund on its
income tax obligation, and promptly after the amount of such refund is determined on a final basis,
provide the Trustee with notice in writing (with a copy to Citigroup Global Markets Inc.) of the
amount of such income tax refund; and



     (g) Instruct the Trustee to make only those distributions that are permitted under this
Agreement, and refrain from instructing the Trustee to make any distributions that are not
permitted under this Agreement.


3. Limitations of Liability. The Trustee shall have no responsibility or liability
to:




     (a) Take any action with respect to the Property, other than as directed in Section
1 hereof, and the Trustee shall have no liability to any party except for liability arising out
of the Trustee’s gross negligence, fraud or willful misconduct;



     (b) Institute any proceeding for the collection of any principal and income arising from,
or institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received instructions from the Subsidiary given as provided herein
to do so and the Subsidiary shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;



     (c) Refund any depreciation in principal of any Property;



     (d) Assume that the authority of any person designated by the Subsidiary to give instructions
hereunder shall not be continuing unless provided otherwise in such designation, or unless the
Subsidiary shall have delivered a written revocation of such authority to the Trustee;



     (e) The other parties hereto or to anyone else for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment,
except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely
conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including



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counsel chosen by the Trustee, which counsel may be Subsidiary’s counsel), statement,
instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which the Trustee believes, in good faith and with reasonable care, to be
genuine and to be signed or presented by the proper person or persons. The Trustee shall not be
bound by any notice or demand, or any waiver, modification, termination or rescission of this
Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the
Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are
affected, unless it shall give its prior written consent thereto;




     (f) Verify the accuracy of the information contained in the Registration Statement,



     (g) Provide any assurance that any Business Combination entered into by the Company or any
other action taken by the Company is as contemplated by the Registration Statement;



     (h) File information returns with respect to the Trust Account with any
local, state or federal taxing authority or provide periodic written statements to the Subsidiary
documenting the taxes payable by the Subsidiary, if any, relating to any interest income
earned on the Property;



     (i) Prepare, execute and file tax reports, income or other tax returns and pay any taxes
with respect to any income generated by, and activities relating to, the Trust Account, regardless
of whether such tax is payable by the Trust Account or the Subsidiary, including, but not limited
to, income tax obligations, except pursuant to Section 1(j) hereof; or



     (j) Verify calculations, qualify or otherwise approve the Subsidiary’s written requests for
distributions pursuant to Sections 1(j) through 1(m) hereof.


4. Trust Account Waiver. The Trustee has no right of set-off or any right, title,
interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby
irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in the
future. In the event the Trustee has any Claim against the Company or the Subsidiary under this
Agreement, including, without limitation, under Section 2(b) hereof, the Trustee shall
pursue such Claim solely against the Company or the Subsidiary and not against the Property or any
monies in the Trust Account.



5. Termination. This Agreement shall terminate as follows:




     (a) If the Trustee gives written notice to the Company and the Subsidiary that it desires to
resign under this Agreement, the Company and the Subsidiary shall use their reasonable efforts to
locate a successor trustee, pending which the Trustee shall continue to act in accordance with
this Agreement. At such time that the Company and the Subsidiary notifies the Trustee that a
successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and statements relating to the
Trust Account, whereupon this Agreement shall terminate; provided, however, that in
the event that the Company and the Subsidiary do not locate a successor trustee within ninety (90)
days of receipt of the resignation notice from the Trustee, the Trustee may submit an application
to have the Property deposited with any court in the State of New York or with the United States
District Court for the Southern District of New York and upon such deposit, the Trustee shall be
immune from any liability whatsoever; or



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     (b) At such time that the Trustee has completed the liquidation of the Trust Account and its
obligations in accordance with the provisions of Section 1(i) hereof (which section may not
be amended under any circumstances) and distributed the Property in accordance with the provisions
of the Termination Letter, thereafter this Agreement shall terminate except with respect to
Section 2(b).


6. Miscellaneous.




     (a) The Subsidiary and the Trustee each acknowledge that the Trustee will follow the security
procedures set forth below with respect to funds transferred from the Trust Account. The Subsidiary
and the Trustee will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party immediately if it has
reason to believe unauthorized persons may have obtained access to such confidential information,
or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely
upon all information supplied to it by the Subsidiary, including, account names, account numbers,
and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary
bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful
misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any
error in the information or transmission of the funds.



     (b) 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. It may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.



     (c) This Agreement contains the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof. Except for Section 1(i) hereof (which section may not
be amended under any circumstances), this Agreement or any provision hereof may only be changed,
amended or modified (other than to correct a typographical error) by a writing signed by each of
the parties hereto.



     (d) This Agreement or any provision hereof may only be changed, amended or modified pursuant
to Section 6(c) hereof with the Consent of the Public Stockholders; provided,
however, that no such change, amendment or modification may be made to Section 1(i)
hereof (which section may not be amended under any circumstances), it being the specific intention
of the parties hereto that each Public Stockholder is, and shall be, a third party beneficiary of
this Section 6(d) with the same right and power to enforce this Section 6(d) as the
other parties hereto. For purposes of this Section 6(d), the “Consent of the
Public Stockholders” means receipt by the Trustee of a certificate from the inspector of elections
of the stockholder meeting certifying that either (i) the Public Stockholders of record as of a
record date established in accordance with Section 213(a) of the Delaware General Corporation Law,
as amended (“DGCL”) who hold sixty-five percent (65%) or more of all then outstanding
shares of the Common Stock, have voted in favor of such change, amendment or modification, or (ii)
the Public Stockholders of record as of the record date who hold sixty-five percent (65%) or more
of all then outstanding shares of the Common Stock, have delivered to such entity a signed writing
approving such change, amendment or modification. Except for any liability arising out of the



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Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on
the certification from the inspector or elections referenced above and shall be relieved of all
liability to any party for executing the proposes amendment in reliance thereon.




     (e) The parties hereto consent to the jurisdiction and venue of any state or federal court
located in the City of New York, State of New York, for purposes of resolving any disputes
hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.



     (f) Any notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or by
facsimile transmission:



     if to the Trustee, to:


Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson or Frank DiPaolo

Fax No.: (212) 509-5150




     if to the Company, to:


JWC Acquisition Corp.

111 Huntington Avenue, Suite 2900

Boston, Massachusetts 02199

Attn: Adam L. Suttin

Fax No.: (617) 753-1101




     if to the Subsidiary, to:


JWC Acquisition Security Corporation

111 Huntington Avenue, Suite 2900

Boston, Massachusetts 02199

Attn: Adam L. Suttin

Fax No.: (617) 753-1101




     in each case, with copies to:


McDermott Will & Emery LLP

227 West Monroe Street

Chicago, Illinois 60606-5096

Attn: Bernard S. Kramer

Fax No.: (312) 277-7629




     and



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Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Attn: General Counsel

Fax No.: (212) 816-7912




     and


Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, New York 10036

Attn: Bruce S. Mendelsohn, Esq.

Fax No.: (212) 872-1002




     (g) Each of the Company, the Subsidiary and the Trustee hereby represents that it has the full
right and power and has been duly authorized to enter into this Agreement and to perform its
respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall
not be entitled to any funds in the Trust Account under any circumstance.



     (h) Each of the Subsidiary and the Trustee hereby acknowledge and agree that
Citigroup Global Markets Inc., on behalf of the Underwriters, is a third party
beneficiary of this Agreement.



     (i) The Company agrees to cause the Subsidiary to take all actions required of the
Subsidiary pursuant to this Agreement and shall ensure that the Subsidiary remains at all times
during the term of this Agreement a wholly-owned subsidiary of the Company.



     (j) Except as specified herein, no party to this Agreement may assign its rights or delegate
its obligations hereunder to any other person or entity, provided that if the Subsidiary
distributes its rights in and to the Property to the Company, the Subsidiary may assign its rights
and delegate its obligations hereunder to the Company in connection therewith.



[Signature Page Follows]





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     IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement
as of the date first written above.



	 	 	 	 	 

	 	 	Continental Stock Transfer & Trust Company,

as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	JWC Acquisition Corp.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	JWC Acquisition Security Corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 






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SCHEDULE A




	 	 	 	 	 
	Fee Item	 	Time and method of payment	 	Amount
	Initial acceptance fee.

	 	Initial closing of
Offering by wire
transfer.
	 	$1,000 
	 
	 	 	 	 
	Annual fee.

	 	First year, initial
closing of Offering by
wire transfer; thereafter
on the anniversary of the
effective date of the
Offering by wire transfer
or check.
	 	$5,000 
	 
	 	 	 	 
	Transaction processing
fee for disbursements
to Company under
Sections 1(j), 1(l)
and 1(m).

	 	Deduction by Trustee from
accumulated income
following disbursement
made to Company or the
Subsidiary under Section 2.
	 	$250 
	 
	 	 	 	 
	Paying Agent services
for distributions made
to shareholders
pursuant to Section
1(k).

	 	Liquidation of the Trust
Account pursuant to
Section 1(i) and
distribution of income
tax refunds, as directed
by the Subsidiary
pursuant Section 1(k) and
letter instruction in the
form of Exhibit D.
	 	Usual and customary
service fees from
time to time
applicable to
Paying Agent
services of
Trustee.




















 





EXHIBIT A




[Letterhead of Subsidiary]



[Insert date]



Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson, Chairman





			
	      Re:      	 	Trust Account No.       Termination Letter





Gentlemen:




     Pursuant to Section 1(i) of the Investment Management Trust Agreement between JWC
Acquisition Corp. (“Company”), JWC Acquisition Security Corporation (“Subsidiary”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of                     , 2010 (“Trust
Agreement”), this is to advise you that the Company has entered into an agreement with                     (“Target Business”) to consummate a business combination with Target Business
(“Business Combination”) on or about [insert date]. The Subsidiary shall notify you at least
forty-eight (48) hours in advance of the actual date of the consummation of the Business
Combination (“Consummation Date”). Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.



     In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to
liquidate all of the assets of the Trust Account on [insert date], and to transfer the proceeds
into the trust checking account at JP Morgan Chase, N.A. to the effect that, on the Consummation
Date, all of funds held in the Trust Account will be immediately available for transfer to the
account or accounts that the Subsidiary shall direct on the Consummation Date. It is acknowledged
and agreed that while the funds are on deposit in the trust checking account at JP Morgan Chase,
N.A. awaiting distribution, the Subsidiary will not earn any interest or dividends.



     On the Consummation Date (i) counsel for the Subsidiary shall deliver to you written
notification that the Business Combination is in the process of being consummated (the
“Notification”) and (ii) the Subsidiary shall deliver to you a written instruction signed by the
Subsidiary and Citigroup Global Markets Inc. with respect to the transfer of the funds held in the
Trust Account, (“Instruction Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the Notification and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits
held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will
notify the Subsidiary in writing of the same and the Subsidiary shall direct you as to whether such
funds should remain in the Trust Account and be distributed after the Consummation Date to the
Company. Upon the distribution of all the funds, net of any payments necessary for reasonable
unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated.



 









 





     In the event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the
Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the
Trust Agreement on the business day immediately following the Consummation Date as set forth in the
notice as soon thereafter as possible.



	 	 	 	 	 	 	 

	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	 	 	JWC Acquisition Security Corporation
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	cc:

	 	Citigroup Global Markets Inc.	 	 	 	 







 












 





EXHIBIT B




[Letterhead of Subsidiary]



[Insert date]



Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson, Chairman





			
	      Re:      	 	Trust Account No.      
Termination Letter





Gentlemen:




     Pursuant to Section 1(i) of the Investment Management Trust Agreement between JWC
Acquisition Corp. (“Company”), JWC Acquisition Security Corporation and Continental Stock Transfer & Trust Company (“Trustee”), dated as of                     , 2010 (“Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a
Target Business (“Business Combination”) within the time frame specified in the Company’s
Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement.



     In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all
of the assets in the Trust Account on
                     20___ and to transfer the total proceeds into the trust
checking account at JP Morgan Chase, N.A. to await distribution to the Public Stockholders. The
Company has selected                      20 ___3 as the record date for the purpose of determining the
Public Stockholders entitled to receive their share of the liquidation proceeds. You agree to be
the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said
funds directly to the Company’s Public Stockholders in accordance with the terms of the
Trust Agreement and the Certificate of Incorporation of the Company. Upon the distribution of all
the funds, net of any payments necessary for reasonable unreimbursed expenses related to
liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated,
except to the extent otherwise provided in Section 1(k) of the Trust Agreement.



	 	 	 	 	 	 	 

	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	 	 	JWC Acquisition Security Corporation
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	cc:

	 	Citigroup Global Markets Inc.	 	 	 	 








 




			
	3	 	Insert date that is 21 months from the
closing of the Offering.



















 





EXHIBIT C




[Letterhead of Subsidiary]




[Insert date]




Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson, Chairman





			
	      Re:      	 	Trust Account No.       Tax Payment Withdrawal Instruction





Gentlemen:




     Pursuant to Section 1(j) of the Investment Management Trust Agreement between JWC
Acquisition Corp. (“Company”), JWC Acquisition Security Corporation (“Subsidiary”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of                     , 2010 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [or to
the Subsidiary] $                     of the interest income earned on
the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.



     The Company [or the Subsidiary] needs such funds to pay for the tax obligations as set forth
on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon
your receipt of this letter to the Company’s [or the Subsidiary’s] operating account at:



[WIRE INSTRUCTION INFORMATION]




	 	 	 	 	 	 	 

	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	 	 	JWC Acquisition Security Corporation
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	cc:

	 	Citigroup Global Markets Inc.	 	 	 	 




















 





EXHIBIT D




[Letterhead of Subsidiary]




[Insert date]



Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson, Chairman





			
	      Re:      	 	Trust Account No.       Tax Refund Instruction




Gentlemen:




     Pursuant to Section 1(k) of the Investment Management Trust Agreement between JWC
Acquisition Corp. (“Company”), JWC Acquisition Security Corporation (“Subsidiary”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of                     , 2010 (“Trust Agreement”), this is to advise you that the Company [or the Subsidiary] will be
receiving a refund in the amount of $                     representing a portion of the taxes it paid to satisfy its income tax obligation. Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.



     In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit the
proceeds of such tax refund into the Trust Account, and to transfer the total proceeds to the trust
checking account at JP Morgan Chase, N.A. for immediate distribution, less amounts for accrued
expenses of the Company as set forth below, to the Company’s Public Stockholders of record as of
the date on which the Company redeemed the shares of common stock sold in the Offering;
provided, that $                     shall instead be disbursed to the
Company or the Subsidiary to cover accrued expenses. You agree to be the Paying Agent of
record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to
the Public Stockholders in accordance with the terms of the Trust Agreement and the Certificate of
Incorporation of the Company. Upon the distribution of all the funds, net of any payments for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under
the Trust Agreement shall be terminated:



[WIRE INSTRUCTION INFORMATION]




	 	 	 	 	 	 	 

	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	 	 	JWC Acquisition Security Corporation
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	cc:

	 	Citigroup Global Markets Inc.	 	 	 	 











 









 








EXHIBIT E




[Letterhead of Subsidiary]




[Insert date]



Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson, Chairman





			
	      Re:      	 	Trust Account No.       Interest Withdrawal Instruction





Gentlemen:




     Pursuant to Section 1(l) of the Investment Management Trust Agreement between JWC
Acquisition Corp. (“Company”), JWC Acquisition Security Corporation (“Subsidiary”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of                     , 2010 (“Trust Agreement”), this is to advise you that the Subsidiary hereby requests that you
deliver to the Company or the Subsidiary $                     of the interest, net of franchise and income taxes payable, earned on the Property as of the
date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to
Section 1(l), if any, the maximum amount set forth in Section 1(l).



     The Company needs such funds to cover working capital requirements. In accordance with the
terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire
transfer) such funds promptly upon your receipt of this letter to the Company’s operating account
at:



[WIRE INSTRUCTION INFORMATION]




	 	 	 	 	 	 	 

	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	 	 	JWC Acquisition Security Corporation
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	cc:

	 	Citigroup Global Markets Inc.	 	 	 	 









 









 








EXHIBIT F




[Letterhead of Subsidiary]




[Insert date]



Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson, Chairman





			
	      Re:      	 	Trust Account No.       Permitted Purchase of Shares Withdrawal Instruction





Gentlemen:




     Pursuant to Section 1(m) of the Investment Management Trust Agreement between JWC
Acquisition Corp. (“Company”), JWC Acquisition Security Corporation (“Subsidiary”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of                     , 2010 (“Trust Agreement”),
this is to advise you that the Subsidiary hereby requests that you deliver to the Company $                    
to fund the Permitted Purchases (as defined in the Trust Agreement).



     In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to
transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:



[WIRE INSTRUCTION INFORMATION]




	 	 	 	 	 	 	 

	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	 	 	JWC Acquisition Security Corporation
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	cc:

	 	Citigroup Global Markets Inc.