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.
ContractJK Acquisition Corp. • August 30th, 2007 • 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.
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...Second Amended and Restated 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;
