REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2007 • JK Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ] 200[ ], by and among JK Acquisition Corp., a Delaware corporation (which shall be renamed MS Energy Services, Inc. at the Effective Time, the “Company”), Catalyst/Hall Growth Capital Management Co., LLC, a Texas limited liability company (“Catalyst”), and SG-Directional, LLC, an Arkansas limited liability company (“SG-Directional” and together with Catalyst, the “Members’ Representative”), and the undersigned parties listed on the signature page hereto (each a “Stockholder” and collectively, the “Stockholders”), each of whom was a member of Multi-Shot, LLC prior to the Effective Time of the Merger. Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Merger Agreement.
UNDERWRITING AGREEMENT between JK ACQUISITION CORP. and FERRIS, BAKER WATTS, INCORPORATED LADENBURG THALMANN & CO. INC. MAXIM GROUP LLC Dated: April 10, 2006Underwriting Agreement • April 11th, 2006 • JK Acquisition Corp. • Blank checks • Maryland
Ferris, Baker Watts, Incorporated Ladenburg Thalmann & Co. Inc. Maxim Group LLC c/o Ferris, Baker Watts, Incorporated 100 Light Street Baltimore, Maryland 21202
WARRANT AGREEMENTWarrant Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks • New York
This Agreement made as of , 2006 between JK Acquisition Corp., a Delaware corporation, with offices at 5847 San Felipe, Suite 4350, Houston, TX 77057 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
WARRANT AGREEMENTWarrant Agreement • September 23rd, 2005 • JK Acquisition Corp. • Blank checks • New York
This Agreement made as of , 2005 between JK Acquisition Corp., a Delaware corporation, with offices at 5847 San Felipe, Suite 4350, Houston, TX 77057 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
MICHAEL H. MCCONNELL LETTER AGREEMENTLetter Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks
The undersigned director and stockholder of JK Acquisition Corp. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
KEITH D. SPICKELMIER LETTER AGREEMENTLetter Agreement • September 23rd, 2005 • JK Acquisition Corp. • Blank checks
The undersigned officer and director and stockholder of JK Acquisition Corp. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
FERRIS, BAKER WATTS, INCORPORATED 100 LIGHT STREET BALTIMORE, MARYLAND 21202 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks • Maryland
UNIT PLACEMENT AGREEMENTUnit Placement Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks • Texas
UNIT PLACEMENT AGREEMENT (this “Agreement”) made as of this ___day of April 2006 among JK Acquisition Corp., a Delaware corporation (the “Company”), Ferris, Baker Watts Incorporated (“FBW”) and the undersigned (the “Purchasers”).
AGREEMENT REGARDING THE BOARD OF DIRECTORS OF GOLDEN GATES HOMES, INCAgreement Regarding the Board of Directors • June 24th, 2013 • Golden Gate Homes, Inc. • Real estate agents & managers (for others)
THIS AGREEMENT (the "Agreement") is made and entered into as of the 30th day of May 2013 by TA Partners, Inc., a Nevada corporation (the “Company”), in favor of The Wilkens 2000 Trust and The Wilkens 2003 Trust (each of the preceding trusts is referred to hereinafter separately as a "Trust" and collectively as the "Trusts").
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2006 (“Agreement”), by and among JK ACQUISITION CORP., a Delaware corporation (“Company”), JAMES P. WILSON, KEITH D. SPICKELMIER, MICHAEL H. MCCONNELL and HERBERT C. WILLIAMSON (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 5th, 2010 • JK Acquisition Corp. • Blank checks
This Stock Purchase Agreement (the “Agreement”) made this 30th day of December, 2009, by and between James P. Wilson and Keith D. Spickelmier (referred to hereinafter singly as a "Seller" and collectively as the “Sellers”), on the one hand, and Golden Gate Homes, Inc., a Delaware corporation (“Purchaser), on the other hand, setting forth the terms and conditions upon which the Sellers will sell to Purchaser an aggregate of 123,210,688 shares (the “Shares”) of JK Acquisition Corp. (“JK Acquisition”) common stock (the “Common Stock”), personally owned by Sellers.
EXHIBIT AWarrant Agreement • February 15th, 2007 • JK Acquisition Corp. • Blank checks • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO THE TERMS AND PROVISIONS OF THE FIRST AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 14, 2007, AMONG JK ACQUISITION CORP. (THE “COMPANY”), MULTI-SHOT, INC., MULTI-SHOT, LLC, CATALYST HALL GROWTH CAPITAL MANAGEMENT CO., LLC, AS MEMBERS’ RESPRESENTATIVE, AND THE MEMBERS OF MULTI-SHOT, LLC (AS SUCH AGREEMENT MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE “MERGER AGREEMENT”). A COPY OF THE AGREEMENT IS AVAILABLE AT THE EXECUTIVE OFFICES OF THE COMPANY.
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • January 10th, 2007 • JK Acquisition Corp. • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), dated January 10, 2007, is to the Warrant Agreement, dated as of April 10, 2006 (the “Warrant Agreement”), by and between JK Acquisition Corp., a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
NOVATION AGREEMENT THIS NOVATION AGREEMENT (the "Agreement") is made and entered into as of the 22nd day of May, 2008 by and between James P. Wilson ("Wilson") and Keith D. Spickelmier ("Spickelmier"), on the one hand, and JK Acquisition Corp., a...Novation Agreement • May 29th, 2008 • JK Acquisition Corp. • Blank checks • Texas
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks • New York
This Agreement is made as of , 2006 by and between JK Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
KEITH D. SPICKELMIER LETTER AGREEMENTLetter Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks
The undersigned officer and director and stockholder of JK Acquisition Corp. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
FORM OF LETTER AGREEMENT JK ACQUISITION CORP./4350 MANAGEMENT, LLCService Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 2nd, 2005 • JK Acquisition Corp. • Blank checks • New York
This Agreement is made as of , 2005 by and between JK Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
THIS MARKETING AND SALES PARTNERSHIP AGREEMENT THIS MARKETING AND SALES PARTNERSHIP AGREEMENT is made as of the 23rd day of September 2009. BETWEEN GOLDEN GATE HOMES, Inc. whose business office is situated at 855 BORDEAUX WAY Suite 200, Napa,...Marketing and Sales Partnership Agreement • February 9th, 2010 • JK Acquisition Corp. • Blank checks • Hong Kong
May , 2005 Ferris, Baker Watts, Incorporated 7061 Lewinsville Road, Suite 450 McLean, Virginia 22102Warrant Purchase Agreement • June 2nd, 2005 • JK Acquisition Corp. • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants (“Warrants”) of JK Acquisition Corp. (“Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company’s IPO unless Ferris, Baker Watts, Incorporated (“FBW”) informs the Company of its decision to allow earlier separate trading.
EXHIBIT C REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2006 • JK Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [___] day of [ ] 2006, by and among JK Acquisition Corp., a Delaware corporation (the “Company”), Catalyst/Hall Growth Capital Management Co., LLC, as members’ representative (the “Members’ Representative”), and the undersigned parties listed on the signature page hereto (each a “Stockholder” and collectively, the “Stockholders”), each of whom was a member of Multi-Shot, LLC prior to the Effective Time of the Merger. Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Merger Agreement.
August , 2005 Ferris, Baker Watts, Incorporated 7061 Lewinsville Road, Suite 450 McLean, Virginia 22102Warrant Purchase Agreement • September 23rd, 2005 • JK Acquisition Corp. • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants (“Warrants”) of JK Acquisition Corp. (“Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company’s IPO unless Ferris, Baker Watts, Incorporated (“FBW”) informs the Company of its decision to allow earlier separate trading.
AMENDED MARKETING AND SALES PARTNERSHIP AGREEMENT This Amended Marketing and Sales Partnership Agreement (hereinafter referred to as the ("Agreement"), effective as of the 10th day of March 2010: Between GOLDEN GATE HOMES, INC., whose business office...Marketing and Sales Partnership Agreement • March 15th, 2010 • JK Acquisition Corp. • Blank checks • California
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 2nd, 2005 • JK Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2005 (“Agreement”), by and among JK ACQUISITION CORP., a Delaware corporation (“Company”), JAMES P. WILSON, KEITH D. SPICKELMIER, MICHAEL H. MCCONNELL and HERBERT C. WILLIAMSON (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
ContractWarrant Agreement • August 30th, 2007 • JK Acquisition Corp. • Blank checks • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
CONSULTING AGREEMENT This Consulting Agreement (hereinafter referred to as the "Agreement'), effective as of the 8th day of April 2010: Between GOLDEN GATE HOMES, INC., whose business office is located at 855 BORDEAUX WAY, SUITE 200, Napa, California...Consulting Agreement • May 11th, 2010 • Golden Gate Homes, Inc. • Blank checks
EXHIBIT C REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2007 • JK Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [___] day of [ ] 2007, by and among JK Acquisition Corp., a Delaware corporation (the “Company”), Catalyst/Hall Growth Capital Management Co., LLC, as members’ representative a Texas limited liability company (“Catalyst”), and [Investor’s designee], a [ ] (“Designee” and together with Catalyst, each or either or both, the “Members’ Representative”), and the undersigned parties listed on the signature page hereto (each a “Stockholder” and collectively, the “Stockholders”), each of whom was a member of Multi-Shot, LLC prior to the Effective Time of the Merger. Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Merger Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 24th, 2013 • Golden Gate Homes, Inc. • Real estate agents & managers (for others) • California
This “At Will” Executive Employment Agreement ("Agreement") is made and effective this 18th day of June 2013, by and between Golden Gate Homes, Inc. ("Company") and James Sayler ("Executive").
UNIT PURCHASE OPTION CLARIFICATION AGREEMENTUnit Purchase Option Clarification Agreement • October 11th, 2007 • JK Acquisition Corp. • Blank checks • New York
This Unit Purchase Option Clarification Agreement (this “Agreement), dated October 5, 2007, is to the Unit Purchase Option, dated as of April 17, 2006 (the “Unit Purchase Option”), by and between JK Acquisition Corp., a Delaware corporation (“Company), and Ferris, Baker Watts, Incorporated (“Holder”).
FIRST AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among JK ACQUISITION CORP., MULTI-SHOT, INC., MULTI-SHOT, LLC, CATALYST/HALL GROWTH CAPITAL MANAGEMENT CO., LLC, as MEMBERS’ REPRESENTATIVE, And THE MEMBERS OF MULTI-SHOT, LLC Dated as of...Agreement and Plan of Merger • February 15th, 2007 • JK Acquisition Corp. • Blank checks • Delaware
WHEREAS, an Agreement and Plan of Merger dated as of September 6, 2006 was executed by and among the Parent, Merger Sub, the Company, and the Members (the “Original Agreement”);
SETTLEMENT AGREEMENTSettlement Agreement • August 30th, 2007 • JK Acquisition Corp. • Blank checks • Texas
Effective August 27, 2007, (1) JK Acquisition Corp. (“JKA”) and (2) Multi-Shot, LLC (“Multi-Shot”), The Stephens Group, LLC, SG-Directional, LLC, Catalyst/Hall Growth Capital Management Co., LLC, Catalyst/Hall Growth Capital, LP, Catalyst/Hall Private Equity, LP, Catalyst Capital Partners I, Ltd., Catalyst Capital Partners II, Ltd., CRF Air, LLC, Robert P. Vilyus, Allen Neel, Paul Culbreth, and David Cudd (the parties listed under this category #2 collectively referred to herein as the “MS Parties”) have agreed to settle all disputes between them as follows.
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among JK ACQUISITION CORP., MULTI-SHOT, INC., MULTI-SHOT, LLC, And Each of CATALYST/HALL GROWTH CAPITAL MANAGEMENT CO., LLC, And SG-DIRECTIONAL, LLC, as MEMBERS’ REPRESENTATIVE Dated as of...Agreement and Plan of Merger • August 30th, 2007 • JK Acquisition Corp. • Blank checks • Delaware
WHEREAS, that certain First Amended and Restated Agreement and Plan of Merger dated as of February 14, 2007 was executed by and among the Parent, Merger Sub, the Company, and the Members that are parties thereto (the “Second Agreement”), which Second Agreement amended and restated in its entirety that certain Agreement and Plan of Merger dated as of September 6, 2006 (the “Original Agreement”), executed by and among the Parent, Merger Sub, the Company, and the Members that were parties thereto;
AGREEMENT AND PLAN OF MERGER among JK ACQUISITION CORP., MULTI-SHOT, INC., MULTI-SHOT, LLC, CATALYST/HALL GROWTH CAPITAL MANAGEMENT CO., LLC, as MEMBERS’ REPRESENTATIVE, And THE MEMBERS OF MULTI-SHOT, LLC Dated as of September 6, 2006Merger Agreement • September 7th, 2006 • JK Acquisition Corp. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 6, 2006 (this “Agreement”), among JK ACQUISITION CORP., a Delaware corporation (“Parent”), MULTI-SHOT, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), MULTI-SHOT, LLC, a Texas limited liability company (the “Company”), CATALYST/HALL GROWTH CAPITAL MANAGEMENT CO., LLC, as Members’ Representative (as defined in Section 10.05 hereof), and the Members (as defined below) of the Company.
AGREEMENT FOR SERVICESAgreement for Services • November 19th, 2013 • Golden Gate Homes, Inc. • Real estate agents & managers (for others) • California
This Agreement for Services (this “Agreement”) is made as of the 18th day of June, 2013, by and between Global 8 Properties, Inc., a California corporation ("Contractor"), and Golden Gate Homes, Inc., a Delaware corporation ("GGH").
November , 2005 Ferris, Baker Watts, Incorporated 7061 Lewinsville Road, Suite 450 McLean, Virginia 22102 Re: JK Acquisition Corp. Gentlemen:Warrant Purchase Agreement • November 2nd, 2005 • JK Acquisition Corp. • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants (“Warrants”) of JK Acquisition Corp. (“Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company’s IPO unless Ferris, Baker Watts, Incorporated (“FBW”) informs the Company of its decision to allow earlier separate trading.
