REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2005 • JK Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2005, by and among JK Acquisition Corp., a Delaware corporation (the “Company”), the undersigned parties listed under Stockholder on the signature page hereto (each a “Stockholder” and collectively, the “Stockholders”) and Ferris, Baker Watts, Incorporated (“FBW” and, collectively with the Stockholders, the “Investors”).
UNDERWRITING AGREEMENT between JK ACQUISITION CORP. and FERRIS, BAKER WATTS, INCORPORATED Dated:Underwriting Agreement • September 23rd, 2005 • JK Acquisition Corp. • Blank checks • Maryland
The undersigned, JK Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Ferris, Baker Watts, Incorporated (hereinafter referred to as “you,” “FBW” or the “Representative”) and with the other underwriters named on Schedule I hereto for which FBW is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
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”).
HERBERT C. WILLIAMSON LETTER AGREEMENTWilliamson Letter Agreement • September 23rd, 2005 • 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):
MICHAEL H. MCCONNELL LETTER AGREEMENTMcConnell Letter Agreement • September 23rd, 2005 • 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):
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 23rd, 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”).
KEITH D. SPICKELMIER LETTER AGREEMENTSpickelmier Letter 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 • September 23rd, 2005 • JK Acquisition Corp. • Blank checks • Maryland
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 23rd, 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”).
JAMES P. WILSON LETTER AGREEMENTWilson Letter 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):
August , 2005 Ferris, Baker Watts, Incorporated 7061 Lewinsville Road, Suite 450 McLean, Virginia 22102JK Acquisition Corp. • September 23rd, 2005 • 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.
