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-10.1 - EX-10.1 - PROMISSORY NOTE - JWC Acquisition Corp. | b82053exv10w1.htm |
EX-10.7 - EX-10.7 - SECURITIES PURCHASE AGREEMENT - JWC Acquisition Corp. | b82053exv10w7.htm |
Exhibit 10.5
JWC ACQUISITION CORP.
August 5, 2010
J.W. Childs Associates, L.P.
111 Huntington Avenue
Suite 2900
Boston, Massachusetts 02199
111 Huntington Avenue
Suite 2900
Boston, Massachusetts 02199
Re: Administrative Services Agreement
Gentlemen:
This letter will confirm our agreement that, commencing on the date the securities of JWC
Acquisition Corp. (the Company) are first quoted on the Over-The-Counter Bulletin Board quotation
system (the Quoting Date), pursuant to a Registration Statement on Form S-1 and prospectus filed
with the Securities and Exchange Commission (the Registration Statement) and continuing until the
earlier of the consummation by the Company of an initial business combination or the Companys
liquidation (in each case as described in the Registration Statement) (such earlier date
hereinafter referred to as the Termination Date), J.W. Childs Associates, L.P. shall make
available to the Company, at 111 Huntington Avenue, Suite 2900, Boston, Massachusetts 02199 (or any
successor location of J.W. Childs Associates, L.P.), certain office space, utilities and
secretarial support as may be reasonably required by the Company. In exchange therefor, the Company
shall pay J.W. Childs Associates, L.P. the sum of $5,000 per month on the Quoting Date and
continuing monthly thereafter until the Termination Date.
This letter agreement constitutes the entire agreement and understanding of the parties hereto
in respect of its subject matter and supersedes all prior understandings, agreements, or
representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.
This letter agreement may not be amended, modified or waived as to any particular provision,
except by a written instrument executed by all parties hereto.
No party hereto may assign either this letter agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other party. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to
transfer or assign any interest or title to the purported assignee.
This letter agreement, the entire relationship of the parties hereto, and any litigation
between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed
by, construed in accordance with, and interpreted pursuant to the laws of the Commonwealth of
Massachusetts, without giving effect to its choice of laws principles.
[Signature page follows]
Very truly yours,
JWC ACQUISITION CORP. |
||||
By: | /s/ Adam L. Suttin | |||
Adam L. Suttin | ||||
President | ||||
AGREED TO AND ACCEPTED BY:
J.W. CHILDS ASSOCIATES, L.P.
By: J.W. CHILDS ASSOCIATES, INC., its General Partner |
||||
By: | /s/ Adam L. Suttin | |||
Adam L. Suttin, Vice President | ||||
[Signature Page to Administrative Services Letter Agreement]