exv10w10






Exhibit 10.10




AMENDMENT
TO SPONSOR WARRANTS PURCHASE AGREEMENT




     THIS AMENDMENT
TO  SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 25,
2010 (this “Amendment”), is entered into by
and among JWC Acquisition Corp., a Delaware corporation (the “Company”), and each of the
individuals set forth on the signature pages hereto under “Purchasers” (the “Purchasers”).



     The Company intends to consummate a public offering of the Company’s units (the “Public
Offering”), each unit consisting of one share of the Company’s common stock, par value $0.0001 per
share (a “Share”), and one warrant to purchase one Share at
an exercise price of $11.50 per Share.
The Purchasers have agreed to purchase an aggregate of 5,353,333 warrants (the “Sponsor Warrants”),
each Sponsor Warrant entitling the holder to purchase one Share at an
exercise price of $11.50 per
Share. This Amendment amends the Sponsor Warrant Purchase Agreement, dated as of August
5, 2010, among the Company and the Purchasers (the “Agreement”
and all capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement).




     NOW
THEREFORE, in consideration of the mutual promises contained in this
Amendment and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Amendment hereby, intending legally to be bound, agree as follows:



AGREEMENT




     Section 1. Amendments. The Agreement is hereby amended as
follows: (i) the number of Sponsor Warrants referenced in the second introductory
paragraph of the Agreement is hereby changed from 5,000,000 to 5,333,333, (ii)
the aggregate purchase price for the Sponsor Warrants in Section 1(B) is hereby
changed from $3,750,000 to $4,000,000, and
(iii) Exhibit A of the Agreement is deleted and replaced in its entirety by
Exhibit A to this Amendment.



     Section 2. No Further Amendments or Modifications. The terms
and conditions of the Agreement shall remain in full force and effect and are
amended only to the extent specifically provided in this Amendment.



     Section 3. Counterparts. This Amendment maybe executed in
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same agreement.



[Signature page follows]



 









 





     IN WITNESS WHEREOF, the parties hereto have executed this Amendment.



	 	 	 	 	 
	 	COMPANY:





JWC ACQUISITION CORP.

 	 
	 	By:  	/s/ Adam L. Suttin
 	 
	 	 	Adam L. Suttin 	 
	 	 	President	 
	 
	 	PURCHASERS:

 	 
	 	/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 	 
	 	 	 
	 
	 	 	 
	 	                                                  /s/ Raymond B. Rudy
 	 
	 	Raymond B. Rudy 	 
	 	 	 
	 
	 	 	 
	 	                                                  /s/ John Shulman
 	 
	 	John Shulman 	 
	 	 	 
	 
	 	 	 
	 	                                                  /s/ Jeffrey J. Teschke
 	 
	 	Jeffrey J. Teschke 	 
	 	 	 
	 
	 	 	 
	 	                                                  /s/ William E. Watts
 	 
	 	William E. Watts 	 
	 	 	 
	 
	 	SAWAYA CAPITAL PARTNERS, LLC

 	 
	 	By:  	/s/ Fuad Saway
 	 
	 	 	 	 
	 	 	 	 
	 



[Signature Page to Amendment to Sponsor Warrants Purchase Agreement]