Attached files
file | filename |
---|---|
S-1 - JWC ACQUISITION CORP. - JWC Acquisition Corp. | b82053sv1.htm |
EX-10.8 - EX-10.8 - SPONSOR WARRANTS PURCHASE AGREEMENT - JWC Acquisition Corp. | b82053exv10w8.htm |
EX-23.1 - EX-23.1 - CONSENT OF ROTHSTEIN, KASS AND COMPANY P.C. - JWC Acquisition Corp. | b82053exv23w1.htm |
EX-10.5 - EX-10.5 - LETTER AGREEMENT - JWC Acquisition Corp. | b82053exv10w5.htm |
EX-10.7 - EX-10.7 - SECURITIES PURCHASE AGREEMENT - JWC Acquisition Corp. | b82053exv10w7.htm |
Exhibit 10.1
PROMISSORY NOTE
$25,000 | August 5, 2010 |
FOR VALUE RECEIVED, the undersigned JWC Acquisition Corp., a Delaware corporation (Maker or
the Company), whose address is 111 Huntington Avenue, Suite 2900, Boston, Massachusetts 02199,
hereby unconditionally promises to pay to the order of J.W. Childs Associates, L.P., a Delaware
limited partnership (Payee), at Payees office at 111 Huntington Avenue, Suite 2900, Boston,
Massachusetts 02199, the sum of TWENTY FIVE THOUSAND DOLLARS ($25,000), (Note), in legal and
lawful money of the United States of America.
This is a non-interest bearing note.
The entire unpaid principal balance of this Note shall be due and payable upon the earlier of
December 31, 2010 or the consummation of a public offering of the Companys securities.
If payment of this Note or any installment of this Note is not made when due, the entire
indebtedness hereunder, at the option of Payee, shall immediately become due and payable, and Payee
shall be entitled to pursue any or all remedies to which Payee is entitled hereunder, or at law or
in equity.
This Note may be prepaid, in whole or in part, without penalty. This Note may not be changed,
amended or modified except in a writing expressly intended for such purpose and executed by the
party against whom enforcement of the change, amendment or modification is sought. The loan
evidenced by this Note is made solely for business purposes and is not for personal, family,
household or agricultural purposes.
THIS NOTE IS BEING EXECUTED AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE
COMMONWEALTH OF MASSACHUSETTS. EXCEPT TO THE EXTENT THAT THE LAWS OF THE UNITED STATE MAY APPLY TO
THE TERMS HEREOF, THE SUBSTANTIVE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS SHALL GOVERN THE
VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS NOTE. IN THE EVENT OF A DISPUTE
INVOLVING THIS NOTE OR ANY OTHER INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, THE UNDERSIGNED
PARTIES IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE IN ANY COURT OF COMPETENT
JURISDICTION IN BOSTON, MASSACHUSETTS.
Service of any notice by Maker to Payee or by Payee to Maker, shall be mailed, postage prepaid
by certified United States mail, return receipt requested, at the address for such party set forth
in this Note, or at such subsequent address provided to the other party hereto in the manner set
forth in this paragraph for all notices. Any such notice shall be deemed given three (3) days after
deposit thereof in an official depository under the care and custody of the United States Postal
Service.
Should the indebtedness represented by this Note or any part thereof be collected at law or in
equity or through any bankruptcy, receivership, probate or other court proceedings or if this Note
is placed in the hands of attorneys for collection after default, the undersigned and all
endorsers, guarantors and sureties of this Note jointly and severally agree to pay to the holder of
this Note, in addition to the principal and interest due and payable hereon, reasonable attorneys
and collection fees.
The undersigned and all endorsers, guarantors and sureties of this Note and all other persons
liable or to become liable on this Note severally waive presentment for payment, demand, notice of
demand and of dishonor and nonpayment of this Note, notice of intention to accelerate the maturity
of this Note, notice of acceleration, protest and notice of protest, diligence in collecting, and
the bringing of suit against any other party, and agree to all renewals, extensions, modifications,
partial payments, releases or substitutions of security, in whole or in part, with or without
notice, before or after maturity.
The undersigned hereby expressly and unconditionally waives, in connection with any suit,
action or proceeding brought by the payee on this Note, any and every right it may have to (i)
injunctive relief, (ii) a trial by jury, (iii) interpose any counterclaim therein and (iv) have the
same consolidated with any other or separate suit, action or proceeding. Nothing herein contained
shall prevent or prohibit the undersigned from instituting or maintaining a separate action against
payee with respect to any asserted claim.
This Note represents the final agreement between the parties and may not be contradicted by
evidence of prior, contemporaneous or subsequent oral agreements of the parties.
[Signature page follows]
2
EXECUTED AND AGREED as of the dated first above written.
JWC ACQUISITION CORP., a Delaware corporation |
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By: | /s/ Adam L. Suttin | |||
Adam L. Suttin | ||||
President | ||||
[Signature Page to Promissory Note]