REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 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”), 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 LADENBURG THALMANN & CO., INC. MAXIM GROUP LLC Dated:Underwriting Agreement • March 31st, 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”).
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):
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”).
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”).
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
