EX-10.13



 







    Exhibit 10.13



 




    PRIVATE PLACEMENT
    WARRANT PURCHASE AGREEMENT



 



    This PRIVATE PLACEMENT PURCHASE AGREEMENT, dated as of
    March 11, 2008 (this “Agreement”), is
    entered into by and among J.W. Childs Acquisition I Corp., a
    Delaware corporation (the “Company”), and the
    individuals set forth on the signature pages hereto under
    “Purchasers” (the “Purchasers”).



 



    WHEREAS, the Company is proposing to file a registration
    statement (the “Registration Statement”) on
    Form S-1
    under the Securities Act of 1933, as amended (the
    “Securities Act”) with the Securities and
    Exchange Commission in connection with a proposed initial public
    offering (the “Initial Public Offering”) of
    20,000,000 units (“Units”), each
    consisting of one share of common stock of the Company, par
    value $0.0001 per share (“Common Stock”), and
    one warrant to purchase one share of Common Stock at an exercise
    price of $7.00 (a “Warrant”), subject to the
    terms and conditions set forth in the Registration
    Statement; and



 



    WHEREAS, the Company desires to issue and sell, and the
    Purchasers desire to purchase an aggregate of 5,000,000 Warrants
    in a private placement to occur immediately prior to the
    consummation of the Initial Public Offering.



 



    NOW, THEREFORE, for and in consideration of the promises and
    mutual covenants set forth herein, the parties hereto agree as
    follows:



 



    1. Purchase and Sale of the Private Placement
    Warrants.  Subject to and immediately prior to the
    consummation of the Initial Public Offering, the Company shall
    issue and sell to the Purchasers, and the Purchasers shall
    purchase from the Company, an aggregate of 5,000,000 Warrants
    (the “Private Placement Warrants”) at a
    purchase price of $1.00 per Private Placement Warrant for an
    aggregate purchase price of $5,000,000 in the amounts set forth
    opposite each Purchaser’s name on Exhibit A annexed
    hereto. The obligations of the Purchasers hereunder shall be
    several and not joint. The terms of the Private Placement
    Warrants shall be set forth in a Warrant Agreement, which shall
    be substantially in the form attached hereto as Exhibit B
    (the “Warrant Agreement”).



 



    2. Closing of Purchase and Sale.  The
    closing of the purchase and sale of the Private Placement
    Warrants hereunder, including payment for and delivery of the
    Private Placement Warrants, shall take place at the offices of
    the Company or the Company’s legal counsel immediately
    prior to, and shall be subject to, the consummation of the
    Initial Public Offering. At the closing, the Company shall
    deliver to each Purchaser a certificate evidencing the Private
    Placement Warrants to be purchased by such Purchaser as set
    forth on Exhibit A, substantially in the form attached as
    an exhibit to the Warrant Agreement, registered in each such
    Purchaser’s name, upon the payment of the aggregate
    purchase price therefor set forth opposite the name of such
    Purchaser on Exhibit A in immediately available funds by
    delivery of a cashiers check or by wire transfer to an account
    designated by the Company.



 



    3. Registration Rights.  At the time of
    the closing of the Initial Public Offering, the Company and the
    Purchasers shall enter into a registration rights agreement in a
    form acceptable to each Purchaser and the Company pursuant to
    which the Company will grant certain registration rights to the
    Purchasers relating to the Private Placement Warrants and the
    Common Stock issuable upon exercise of the Private Placement
    Warrants. If the Company does not consummate a business
    combination, as defined in the Registration Statement, there
    will be no settlement of the Private Placement Warrants and the
    Private Placement Warrants will expire worthless.













 






    4. Company Representations and
    Warranties.  In connection with the issuance and
    sale of the Private Placement Warrants, the Company hereby
    represents and warrants to the Purchasers the following:



 



    (a) Organization and Corporate Power.  The
    Company is a corporation duly incorporated, validly existing and
    in good standing under the laws of the State of Delaware and the
    Company has all necessary corporate power and authority to enter
    into this Agreement and to consummate the transactions
    contemplated hereby.



 



    (b) Authorization; No Breach.  All
    corporate action necessary to be taken by the Company to
    authorize the execution, delivery and performance of this
    Agreement and all other agreements and instruments delivered by
    the Company in connection with the transactions contemplated
    hereby has been duly and validly taken and this Agreement has
    been duly executed and delivered by the Company. This Agreement
    constitutes the valid, binding and enforceable obligation of the
    Company, enforceable in accordance with its terms, except as
    enforceability may be limited by applicable bankruptcy,
    insolvency, reorganization, moratorium, fraudulent transfer or
    similar laws of general application now or hereafter in effect
    affecting the rights and remedies of creditors and by general
    principles of equity (regardless of whether enforcement is
    sought in a proceeding at law or in equity). The issuance and
    sale by the Company of the Private Placement Warrants does not
    conflict with the certificate of incorporation or by-laws of the
    Company or any material contract by which the Company or its
    property is bound, or any federal or state laws or regulations
    or decree, ruling or judgment of any United States or state
    court applicable to the Company or its property.



 



    (c) Title to Securities.  Upon issuance in
    accordance with, and payment pursuant to, the terms hereof and
    the Warrant Agreement, the Common Stock issuable upon exercise
    of the Private Placement Warrants will be duly and validly
    issued, fully paid and nonassessable. Upon issuance in
    accordance with, and payment pursuant to, the terms hereof and
    the Warrant Agreement, the Purchasers will have good title to
    the Private Placement Warrants set forth opposite each
    Purchaser’s name on Exhibit A and the Common
    Stock issuable upon exercise of such Private Placement Warrants,
    free and clear of all liens, claims and encumbrances of any
    kind, other than transfer restrictions hereunder and under the
    other agreements contemplated hereby.



 



    5. Purchasers’ Representations and
    Warranties.  In connection with the purchase of
    the Private Placement Warrants, each Purchaser hereby severally
    and not jointly represents and warrants to the Company the
    following:



 



    (a) Investment Representations.  



 



    (i) Such Purchaser is familiar with the Company’s
    business plans and financial condition and has acquired
    sufficient information about the Company to reach an informed
    and knowledgeable decision to acquire the Private Placement
    Warrants. Such Purchaser has been afforded the opportunity to
    ask questions of the executive officers and directors of the
    Company. Such Purchaser understands that its investment in the
    Private Placement Warrants involves a high degree of risk. Such
    Purchaser has sought such accounting, legal and tax advice as
    such Purchaser has considered necessary to make an informed
    investment decision with respect to such Purchaser’s
    acquisition of the Private Placement Warrants. Such Purchaser
    has such knowledge and expertise in financial and business
    matters, knows of the high degree of risk associated with
    investments generally and particularly investments in the
    securities of companies in the development stage such as the
    Company, is capable of evaluating the merits and risks of an
    investment in the Private Placement Warrants, and is able to
    bear the economic risk of an investment in the Private Placement
    Warrants in the amount contemplated hereunder. Such Purchaser
    understands that there presently is no public




    

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    market for the Private Placement Warrants and none is
    anticipated to develop in the foreseeable future. Such Purchaser
    can afford a complete loss of its investment in the Private
    Placement Warrants. Such Purchaser is purchasing the Private
    Placement Warrants for investment for such Purchaser’s own
    account only and not with a view to, or for resale in connection
    with, any “distribution” thereof within the meaning of
    the Securities Act and such Purchaser has no present
    arrangements to sell the Private Placement Warrants to or
    through any personal entity.



 



    (ii) Such Purchaser understands that the Private Placement
    Warrants have not been registered under the Securities Act or
    any state securities law by reason of a specific exemption
    therefrom, and that the Company is relying on the truth and
    accuracy of, and such Purchaser’s compliance with, the
    representations and warranties and agreements of such Purchaser
    set forth herein to determine the availability of such
    exemptions and the eligibility of such Purchaser to acquire such
    Private Placement Warrants, including, but not limited to, the
    bona fide nature of such Purchaser’s investment intent as
    expressed herein.



 



    Such Purchaser further acknowledges and understands that the
    Private Placement Warrants must be held indefinitely unless the
    Private Placement Warrants are subsequently registered under the
    Securities Act or an exemption from such registration is
    available. Such Purchaser understands that the certificates
    evidencing the Private Placement Warrants will be imprinted with
    a legend that prohibits the transfer of the Private Placement
    Warrants unless the Private Placement Warrants are registered or
    such registration is not required in the opinion of counsel for
    the Company in substantially the following form:



 



    “THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
    TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
    EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS
    AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
    REGISTRATION OR EXEMPTION THEREFROM.”



 



    (iii) Such Purchaser represents that such Purchaser is an
    “accredited investor” as that term is defined in
    Rule 501 of Regulation D promulgated under the
    Securities Act.



 



    (iv) Such Purchaser did not decide to enter into this
    Agreement as a result of any general solicitation or general
    advertising within the meaning of Rule 502(c) of the
    Securities Act.



 



    (v) Such Purchaser understands that no United States
    federal or state agency or any other government or governmental
    agency has passed on or made any recommendation or endorsement
    of the Private Placement Warrants or the fairness or suitability
    of the investment in the Private Placement Warrants, nor have
    such authorities passed upon or endorsed the merits of the
    offering of the Private Placement Warrants.



 



    (b) Validity.  This Agreement constitutes
    the valid, binding and enforceable obligation of such Purchaser,
    enforceable in accordance with its terms, except as
    enforceability may be limited by applicable bankruptcy,
    insolvency, reorganization, moratorium, fraudulent transfer or
    similar laws of general application now or hereafter in effect
    affecting the rights and remedies of creditors and by general
    principles of equity (regardless of whether enforcement is
    sought in a proceeding at law or in equity). The purchase by
    such Purchaser of the Private Placement Warrants does not
    conflict with any material contract by which such Purchaser or
    his, her or its property is bound, or any laws or regulations or
    decree, ruling or judgment of any court applicable to such
    Purchaser or his, her or its property.




    

    3








 






    6. Survival of Representations and
    Warranties.  All of the representations and
    warranties contained herein shall survive the closing date of
    the purchase and sale of the Private Placement Warrants.



 



    7. Transfer and
    Redemption Restrictions.  



 



    (a) Transfer Restrictions.  Each Purchaser
    hereby acknowledges and agrees to be bound by the transfer
    restrictions set forth in the Warrant Agreement.



 



    (b) Redemption.  Each of the Company and
    each Purchaser hereby acknowledges and agrees that,
    notwithstanding a call for redemption of the Private Placement
    Warrants by the Company in accordance with the terms of the
    Warrant Agreement, no Private Placement Warrants held by the
    Purchaser or any of their Permitted Transferees (as defined in
    the Warrant Agreement) at the time of such call for redemption
    shall be redeemable by the Company.



 



    8. Miscellaneous.  



 



    (a) Governing Law.  This Agreement shall
    be governed by and construed in accordance with the laws of the
    State of New York without regard to the principles of conflicts
    of law thereof.



 



    (b) Further Execution.  The parties agree
    to take all such further action as may reasonably be necessary
    to carry out and consummate this Agreement as soon as
    practicable, and to take whatever steps may be necessary to
    obtain any governmental approval in connection with or otherwise
    qualify the issuance of the Private Placement Warrants that are
    the subject of this Agreement.



 



    (c) Amendments.  This Agreement may not be
    amended, modified or waived, in whole or in part, except by an
    agreement in writing signed by each of the parties hereto.



 



    (d) Counterparts.  This Agreement may be
    executed in any number of counterparts and each of such
    counterparts shall for all purposes be deemed to be an original
    and all such counterparts shall together constitute but one and
    the same instrument.



 



    (e) Effect of Headings.  The Section
    headings herein are for convenience only and are not part of
    this Agreement and shall not affect the interpretation hereof.



 



    (f) Severability.  This Agreement shall be
    deemed severable, and the invalidity or unenforceability of any
    term or provision hereof shall not affect the validity or
    enforceability of this Agreement or of any other term or
    provision hereof. Furthermore, in lieu of any such invalid or
    unenforceable term or provision, the parties hereto intend that
    there shall be added as a part of this Agreement a provision as
    similar in terms to such invalid or unenforceable provision as
    may be possible and be valid and enforceable.



 



    (g) Waiver of Claims;
    Indemnification.  Each Purchaser hereby waives any
    and all right, title, interest or claim of any kind, including
any right of recession, with respect
    to the Company’s obligations hereunder (“Claim”)
    in or to any liquidating distribution from the trust account, as
    described in the Registration Statement, and hereby waives any Claim such Purchaser may have in
    the future as a result of, or arising out of, this Agreement, or
    otherwise relating to such Purchaser’s purchase of the
    Private Placement Warrants, against the Company or Deutsche Bank
    Securities, Inc. (“Deustche Bank”) and agrees not to seek recourse, reimbursement,
    payment or satisfaction for any such Claim, against such trust
    account for any reason whatsoever. Each Purchaser agrees to
    indemnify and hold the Company and Deustche Bank harmless from all losses, damages
    or expenses that relate to claims or proceedings brought against
    the Company or Deustche Bank by such Purchaser in respect of the transactions
    contemplated hereby.



 



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    IN WITNESS WHEREOF, the parties hereto have executed this
    Agreement as of the day and year first written above.



 



    COMPANY:



 



    J.W. CHILDS ACQUISITION I CORP.



 


			
	 	    By: 
	
    /s/  









    Name:     Adam L. Suttin



			
	 	    Title: 
	
    President and Chief Executive Officer




 



    PURCHASERS:



 



    /s/  








    John W. Childs



 



    /s/  








    William E. Watts



 



    /s/  








    Adam L. Suttin



 



    /s/  








    David A Fiorentino



 



    /s/  








    Raymond B. Rudy



 



    /s/  








    Arthur P. Byrne



 


 








    SAWAYA CAPITAL PARTNERS, LLC



 



    /s/  








    Name:     



			
	 	    Title: