Common use of Waiver, etc Clause in Contracts

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. By: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto By: Name: Title: 28 SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units Number of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION SQL TECHNOLOGIES CORP. (D/B/A SKY TECHNOLOGIES) By: /s/ Jxxx Xxxxx Name: Jxxxx X. Xxxxxx Jxxx Xxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THE BENCHMARK COMPANY, LLC By: /s/ Jxxx X. Xxxxx III Name: Jxxx X. Xxxxx III Title: 28 SCHEDULE I JK ACQUISITION Senior Managing Director [SIGNATURE PAGE]SQL TECHNOLOGIES CORP. 9,666,666 Units – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised The Benchmark Company, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 . 1,650,000 247,500 TOTAL 1,650,000 247,500 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 1,650,000 Number of Option Shares: 247,500 Public Offering Price per Share: $14.00 Underwriting Discount per Share: $0.98 Proceeds to Company per Share (before expenses): $13.02 Sch. 2-1 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-2 SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-3 SCHEDULE 3 List of Lock-Up Parties [***] Sch. 3-1 SCHEDULE 4 [***] Sch. 4-1 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx Form of Representative’s Warrant Agreement Ex. A-1 EXHIBIT B Lock-Up Agreement [ ], 2022 The Benchmark Company, LLC 100 X. Xxxxxx 5000 Xxx 00xx Xxxxxx, 00xx Xxxxx 4350 HoustonXxx Xxxx, Texas 77057 XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below. Ladies and Gentlemen: Reference is made to The undersigned understands that The Benchmark Company, LLC (the Final Prospectus of JK Acquisition Corp. (“JKACRepresentative”), dated , 2006 proposes to enter into an Underwriting Agreement (the “ProspectusUnderwriting Agreement”) with SQL Technologies Corp. (d/b/a Sky Technologies), a corporation formed under the laws of the State of Florida (collectively with its subsidiaries and affiliates the “Company”), providing for the initial public offering (the “Public Offering”) of common stock, no par value per share, of the Company (the “Common Stock”). Capitalized terms used To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and not ending on the date which is 180 days after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise defined herein transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall have the meanings assigned be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ a family member or trust for the benefit of the Public Stockholders and that JKAC may disburse monies from undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the Trust Fund only undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC undersigned or (ii) distributions of Lock-Up Securities to JKAC and Fxxxxxmembers, Bxxxx Wxxxxpartners, Incorporated after JKAC consummates a Business Combination. For and stockholders, subsidiaries or affiliates (as defined in consideration Rule 405 promulgated under the Securities Act of JKAC agreeing to evaluate 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for purposes value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of consummating this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Stock upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Stock issued under an equity incentive plan of the Company or an employment or consulting arrangement (the “Plan Shares”) or the transfer of Common Stock or any securities convertible into Common Stock to the Company upon a Business Combination vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with itsuch vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within 180 days after the date of the Underwriting Agreement, and after such 180th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Stock during the Lock-Up Period, the undersigned hereby agrees shall include a statement in such schedule or report to the effect that it the purpose of such transfer was in connection with a “cashless” or “net exercise” of the security or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Stock during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (1) such plan does not have any rightprovide for the transfer of Lock-Up Securities during the Lock-Up Period and (2) to the extent a public announcement or filing under the Exchange Act, titleif any, interest is required of or claim voluntarily made by or on behalf of any kind the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the conversion of the outstanding preferred stock of the Company into Common Stock, provided that such Common Stock remain subject to the terms of this agreement; (j) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in or connection with a divorce settlement, provided that the transferee agrees to any monies sign and deliver a lock-up agreement substantially in the Trust Fund (form of this lock-up agreement for the “Claim”balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) and hereby waives any Claim it may have in of the future Exchange Act that is required to be made during the Lock-Up Period as a result ofof such transfer shall include a statement that such transfer has occurred by operation of law; and (k) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (k) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or arising out ofgroup of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. The undersigned agrees that, prior to engaging in any negotiationstransaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the Lock-Up Period, contracts or agreements with JKAC the undersigned will give notice thereof to the Company and will not seek recourse against the Trust Fund for consummate any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC such transaction or take any such action unless it has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies received written confirmation from the Trust Fund only: (i) to Company that the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business CombinationLock-Up Period has expired. For and in consideration of JKAC engaging the services of the undersigned, If the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned is an officer or director of JK Acquisition Corp. the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “JKAC”friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) hereby acknowledges that JKAC the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has established agreed in the Trust Fund, initially Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in an amount of $ writing to be bound by the same terms described in this lock-up agreement to the extent and for the benefit duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business CombinationOffering. The undersigned hereby agrees further understands that it does this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not have any rightexecuted by March 31, title2022, interest or claim if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of any kind the Common Stock to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Delivery of a signed copy of this lock-up agreement by facsimile, electronic signature or e-mail/.pdf transmission shall be effective as the delivery of the original hereof. This lock-up agreement shall be governed by, and construed in or to any monies accordance with, the laws of the State of New York. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the Trust Fund case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT C Form of Press Release SQL TECHNOLOGIES CORP. (D/B/A SKY TECHNOLOGIES) [Date] SQL Technologies Corp. (d/b/a Sky Technologies) (the “ClaimCompany”) and hereby waives any Claim it may have announced today that The Benchmark Company, LLC, acting as representative for the underwriters in the future as Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a result oflock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or arising out of, any negotiations, contracts after such date. This press release is not an offer or agreements with JKAC and will not seek recourse against sale of the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned securities in the public market after United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the initial public offering by United States absent registration or an exemption from registration under the Company Securities Act of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon the understanding between acceptance hereof by you this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK GLOBAL LOGISTICS ACQUISITION CORP. By: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto CORPORATION By: Name: Title: 28 Gxxxxxx X. Xxxxx President and Chief Executive Officer Accepted as of the date hereof at Richmond, Virginia: BB&T CAPITAL MARKETS, A Division of Sxxxx & Sxxxxxxxxxxx, Inc., By: BB&T CAPITAL MARKETS, a Division of Sxxxx & Sxxxxxxxxxxx, Inc., on behalf of each of the Underwriters By: Name: Title: SCHEDULE I JK GLOBAL LOGISTICS ACQUISITION CORP. 9,666,666 CORPORATION 10,000,000 Units Number of Firm Units Underwriters Underwriter to be Purchased FxxxxxBB&T Capital Markets, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx a Division of Sxxxx & CoSxxxxxxxxxxx, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Early Bird Capital, Inc. Bxxxx Xxxxxx, Xxxxx 4350 HoustonCarret & Co., Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorLLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK CEA ACQUISITION CORP. CORPORATION By: Name: Jxxxx X. Xxxxxx J. Xxxxxxx Xxxxxxxx, Jr. Title: Chief Executive Officer Chairman of the Board Accepted on the date first above written. FXXXXXEARLYBIRDCAPITAL, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto INC. By: Name: Xxxxx X. Xxxxxxxx Title: 28 Chairman 30 SCHEDULE I JK CEA ACQUISITION CORP. 9,666,666 CORPORATION 3,500,000 Units Underwriter Number of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoEarlyBirdCapital, Inc. 1,900,000 GunnAllen Financial, Inc. 1,000,000 Ladenburg Xxxxxxxx & Co. Inc. 300,000 Maxim Group LLC 9,666,666 300,000 3,500,000 31 EXHIBIT A JK TO UNDERWRITING AGREEMENT CEA Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx XxxxxxCorporation 000 Xxxx Xxxxxxx Xxxxxxxxx Suite 3300 Tampa, Xxxxx 4350 Houston, Texas 77057 Florida 33602 Gentlemen: Reference is made to the Final Prospectus of JK CEA Acquisition Corp. Corporation (“JKAC”"CEAC"), dated , 2006 2004 (the “"Prospectus”"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC CEAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC CEAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC CEAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated CEAC after JKAC it consummates a Business Combination. For and in consideration of JKAC CEAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “"Claim”") and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC CEAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business 32 EXHIBIT B JK TO UNDERWRITING AGREEMENT CEA Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx XxxxxxCorporation 000 Xxxx Xxxxxxx Xxxxxxxxx Suite 3300 Tampa, Xxxxx 4350 Houston, Texas 77057 Florida 33602 Gentlemen: Reference is made to the Final Prospectus of JK CEA Acquisition Corp. Corporation (“JKAC”"CEAC"), dated , 2006 2004 (the “"Prospectus”"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC CEAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC CEAC may disburse monies from the Trust Fund only: only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; CEAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated CEAC after JKAC it consummates a Business Combination. For and in consideration of JKAC CEAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “"Claim”") and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC CEAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender 33 EXHIBIT C JK TO UNDERWRITING AGREEMENT CEA Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx XxxxxxCorporation 000 Xxxx Xxxxxxx Xxxxxxxxx Suite 3300 Tampa, Xxxxx 4350 Houston, Texas 77057 Florida 33602 Gentlemen: The undersigned officer or director of JK CEA Acquisition Corp. Corporation (“JKAC”"CEAC") hereby acknowledges that JKAC CEAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC CEAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC CEAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated CEAC after JKAC it consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “"Claim”") and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC CEAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securitiesmarket. Print Name of Officer/Director Authorized Signature of Officer/DirectorDirector 34 QuickLinks

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPRUMBLEON, INC. By: /s/ Mxxxxxxx Xxxxxxxx Name: Jxxxx X. Xxxxxx Mxxxxxxx Xxxxxxxx Title: Chief Executive Officer Accepted on Chairman and CEO Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representatives of the several Underwriters named in on Schedule I annexed hereto 1 hereto: RXXX CAPITAL PARTNERS, LLC By: /s/ Axxxx X. Xxxxxxxx Name: Axxxx X. Xxxxxxxx Title: 28 Head of Equity Capital Markets MAXIM GROUP, LLC By: /s/ Cxxxxxxx Xxxxxx Name: Cxxxxxxx Xxxxxx Title: Head of Investment Banking RUMBLEON, INC. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Rxxx Capital Partners, Bxxxx WxxxxLLC 1,455,000 218,250 Maxim Group, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT 1,018,500 152,775 Aegis Capital Corp. 436,500 65,475 TOTAL 2,910,000 436,500 SCHEDULE 2-A JK Acquisition Corp. Attn.Pricing Information Number of Firm Shares: Jxxxx 2,910,000 Number of Option Shares: 436,500 Public Offering Price per Share: $5.50 Underwriting Discount per Share: $0.385 Proceeds to Company per Share (before expenses): $5.115 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses hxxxx://xxx.xxx.xxx/Xxxxxxxx/exxxx/data/1596961/000165495417009064/rmbl_fwp.htm SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Mxxxxxxx Xxxxxxxx Sxxxxx X. Xxxxxxx Dxxxxx Xxxxx Kxxxxx Xxxxxxxx Mxxxx Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorKxxxx Xxxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] TRXADE GROUP, INC. – Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usspace. Very truly yours, JK ACQUISITION CORPTRXADE GROUP, INC. By: /s/ Sxxxx Xxxxxxxx Name: Jxxxx X. Xxxxxx Sxxxx Xxxxxxxx Title: Chief Executive Officer Accepted on CEO Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named on Schedule 1 hereto: DXXXXX XXXXX SECURITIES, INC. By: /s/ Rxxxxx X. Xxxxxx, Xx. Name: Rxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer On behalf of each of the Underwriters named in Schedule I annexed hereto By: Name: Title: 28 SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoDxxxxx Xxxxx Securities, Inc. Maxim Group 200,000 Dxxxxxxxx & Company LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.421,836 ViewTrade Securities, Inc. 184,616 Total: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen806,452 SCHEDULE 2 Pricing Information Number of Firm Shares: Reference is made to the Final Prospectus 806,452 Number of JK Acquisition Corp. Option Shares: 120,967 Public Offering Price Share: $6.50 Underwriting Discount per Share: $0.52 (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i8% per Share) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus Form of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorLock-Up Agreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPAMMO, INC. By: Name: Jxxxx /s/ Fxxx X. Xxxxxx Title: Xxxxxxxxx Fxxx X. Xxxxxxxxx President and Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: ALEXANDER CAPITAL, L.P. By: Name: Title: 28 /s/ Jxxxxxxx Xxxxxx Jxxxxxxx Xxxxxx Managing Director SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Public Securities to be Purchased FxxxxxAlexander Capital, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoL.P. 138,220 TOTAL 138,220 SCHEDULE 2-A Term Sheet Issuer Ammo, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (POWW” or the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “ClaimCompany”) and hereby waives any Claim it may have in the future as Book running manager Alexander Capital, L.P. a result of, or arising out of, any negotiations, contracts or agreements licensed broker-dealer with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.FINRA Security: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. Series A Cumulative Redeemable Perpetual Preferred Stock (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “ClaimPreferred”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.Ticker: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 GentlemenPOWWP (Nasdaq) Principal Amount: The undersigned officer or director of JK Acquisition Corp. Up to $3,455,500 Price: $25.00/share Dividend Rate: 8.75% per annum (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer$2.1875/Director Authorized Signature of Officer/Directorshare)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPLUXURBAN HOTELS INC. By: Name: Jxxxx X. Xxxxxx Title: /s/ Bxxxx Xxxxxxxxx Bxxxx Xxxxxxxxx Chief Executive Officer Accepted on and Chairman Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: ALEXANDER CAPITAL, L.P. By: Name: Title: 28 /s/ Jxxxxxxx Xxxxxx Jxxxxxxx Xxxxxx Managing Director SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxAlexander Capital, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoL.P. 220,000 Network 1 Financial Securities, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.60,000 TOTAL 280,000 Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration File No. 333-274308 Relating to Preliminary Prospectus Supplement Dated September 29, 2023 to Prospectus Dated September 13, 2023 Term Sheet Issuer: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. LuxUrban Hotels Inc. (“JKACLUXHP” or the “Company”) Book running manager: Alexander Capital, L.P. a licensed broker-dealer with FINRA Security: 13.00% Series A Cumulative Redeemable Preferred Stock (“Preferred Stock”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. Confirmed: FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the several Underwriters named in Schedule I annexed hereto hereto. By: /s/ Cxxxxxxxxxx Xxxxxxx Name: Cxxxx Xxxxxxx Title: 28 Vice President SCHEDULE I JK ACQUISITION CORP. 9,666,666 11,500,000 Units Number of Firm Units Underwriters Underwriter to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated 4,600,000 Ladenburg Txxxxxxx & Co, Co. Inc. 3,450,000 Maxim Group LLC 9,666,666 3,450,000 Total 11,500,000 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , ,2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Target Business Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securitiesmarket. Print Name of Officer/Director Target Business Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPAGILETHOUGHT, INC. By: /s/ Xxxxxx Senderos Name: Jxxxx X. Xxxxxx Senderos Title: Chief Executive Officer Accepted on Chairman & CEO Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: 28 Managing Director, Investment Banking AgileThought, Inc. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 Number of Option Shares to be Purchased if the Underwriter Option is Fully Exercised A.G.P./Alliance Global Partners 3,560,710 534,106 TOTAL 3,560,710 534,106 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 3,560,710 Number of Option Shares: 534,106 Public Offering Price per Share: $7.00 Underwriting Discount per Share: $0.49 Proceeds to Company per Share (before expenses): $6.51 Sch. 2-A SCHEDULE 2-B Written Testing-the-Waters Communications None. Sch. 2-B EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director[Provided separately]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPLMP AUTOMOTIVE HOLDINGS, INC. By: /s/ Xxxxx Xxxxxx Name: Jxxxx X. Xxxxx Xxxxxx Title: President and Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: 28 Head of Investment Banking LMP Automotive Holdings, Inc. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Coa division of Fordham Financial Management, Inc. Maxim Group 1,725,000 258,750 The Benchmark Company, LLC 9,666,666 EXHIBIT 575,000 86,250 TOTAL 2,300,000 345,000 SCHEDULE 2-A JK Acquisition Corp. Attn.Pricing Information Number of Firm Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx2,300,000 Number of Option Shares: 345,000 Public Offering Price per Share: $5.00 Underwriting Discount per Share: $0.35 Underwriting Non-accountable expense allowance per Share: $0.05 Proceeds to Company per Share (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated September 3, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering 2019 filed by the Company pursuant to Rule 433 SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorLock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. . Very truly yours, JK FLATWORLD ACQUISITION CORP. By: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. FXXXXXXXXXXX & XXXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto LLC By: Name: Title: 28 SCHEDULE I JK FLATWORLD ACQUISITION CORP. 9,666,666 Units 3,500,000 UNITS Underwriter Number of Firm Units Underwriters to be Purchased FxxxxxXxxxxx & Xxxxxxx, Bxxxx Wxxxx, LLC Ladenburg Xxxxxxxx & Co. Inc. I-Bankers Securities Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Form of Representative’s Purchase Option EXHIBIT B FORM OF TARGET BUSINESS LETTER FlatWorld Acquisition Corp. Palm Grove House, Palm Grove Park Road Town, Tortola British Virgin Islands VG1110 Attn.: Jxxxx Xxxxxxx X. Xxxxxx 5000 Xxx XxxxxxXxxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: President and Chief Financial Officer Reference is made to the Final Prospectus of JK FlatWorld Acquisition Corp. (the “JKACCOMPANY”), dated __________, 2006 2010 (the “ProspectusPROSPECTUS”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC the Company has established the Trust Fund, initially in an amount of $ $35,175,000 for the benefit of the Public Stockholders Shareholders and that JKAC the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for up to 100% of the interest earned on the amounts held in the Trust Fund and any amounts necessary to purchase up to 15% of the Ordinary Shares sold in the Offering, the Company may disburse monies from the Trust Fund only only: (i) to the Public Stockholders Shareholders in the event of the redemption of their shares or the liquidation of JKAC the Company; or (ii) to JKAC the Company and Fxxxxx, Bxxxx Wxxxx, Incorporated the Underwriters after JKAC consummates consummation of a Business CombinationTransaction. For and in consideration of JKAC the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination Transaction with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “ClaimCLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK C FORM OF VENDOR LETTER FlatWorld Acquisition Corp. Palm Grove House, Palm Grove Park Road Town, Tortola British Virgin Islands VG1110 Attn.: Jxxxx Xxxxxxx X. Xxxxxx 5000 Xxx XxxxxxXxxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: President and Chief Financial Officer Reference is made to the Final Prospectus of JK FlatWorld Acquisition Corp. (the “JKACCOMPANY”), dated __________, 2006 2010 (the “ProspectusPROSPECTUS”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC the Company has established the Trust Fund, initially in an amount of $ $35,175,000 for the benefit of the Public Stockholders Shareholders and that JKAC the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for up to 100% of the interest earned on the amounts held in the Trust Fund and any amounts necessary to purchase up to 15% of the Ordinary Shares sold in the Offering, the Company may disburse monies from the Trust Fund only: (i) to the Public Stockholders Shareholders in the event of the redemption of their shares or the liquidation of JKACthe Company; or (ii) to JKAC the Company and Fxxxxx, Bxxxx Wxxxx, Incorporated the Underwriters after JKAC consummates consummation of a Business CombinationTransaction. For and in consideration of JKAC the Company engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “ClaimCLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Vendor Authorized Signature of Lender Vendor EXHIBIT C JK D FORM OF DIRECTOR/OFFICER LETTER FlatWorld Acquisition Corp. Palm Grove House, Palm Grove Park Road Town, Tortola British Virgin Islands VG1110 Attn.: Jxxxx Xxxxxxx X. Xxxxxx 5000 Xxx XxxxxxXxxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: President and Chief Financial Officer The undersigned officer or director of JK FlatWorld Acquisition Corp. (the “JKACCOMPANY”) hereby acknowledges that JKAC the Company has established the Trust Fund, initially in an amount of $ $35,175,000 for the benefit of the Public Stockholders Shareholders and that JKAC the underwriters (the “Underwriters”) of the Company’s initial public offering (the “IPO”) and that, except for up to 100% of the interest earned on the amounts held in the Trust Fund and any amounts necessary to purchase up to 15% of the Ordinary Shares sold in the Offering, the Company may disburse monies from the Trust Fund only only: (i) to the Public Stockholders Shareholders in the event of the redemption of their shares or the liquidation of JKAC the Company; or (ii) to JKAC the Company and Fxxxxx, Bxxxx Wxxxx, Incorporated the Underwriters after JKAC consummates consummation of a Business CombinationTransaction. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “ClaimCLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to the shares underlying the units acquired by the undersigned or any of its affiliates in the IPO and any shares subsequently acquired by the undersigned in the public market after the initial public offering by the Company of its securitiesmarket. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPcbdMD, INC. By: /s/ Mxxx X. Xxxxxxx Name: Jxxxx Mxxx X. Xxxxxx Xxxxxxx Title: Chief Executive Financial Officer Accepted on and Chief Operating Officer Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY, A Division of Fordham Financial Management, Inc. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: 28 Head of Investment Banking cbdMD, Inc. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number ofFirm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative ThinkEquity, a division of Fordham Financial Management, Inc. 2,000,000 300,000 TOTAL 2,000,000 300,000 SCHEDULE 2-A Pricing Information Number of Firm Units Underwriters Shares: 2,000,000 Number of Option Shares: 300,000 Public Offering Price per Share: $6.00 Underwriting Discount per Share: $0.465 Proceeds to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx Company per Share (before expenses): $5.535 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 3 List of Lock-Up Parties Mxxxxx X. Xxxxxxxxxx (Chairman of the Board of Directors and Chief Executive Officer) Mxxx X. Xxxxxxx (Chief Financial Officer and Chief Operating Officer) Axxxxxx X. Xxxxxxx (Director) Sxxxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 Director) Bxxxxx Xxxxxxx (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (iDirector) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx Gxxxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”Director), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPNOVUME SOLUTIONS, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Jxxxx Xxxxxx X. Xxxxxx Title: President and Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto By1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By:/s/ Xxxx Xxxx Name: Xxxx Xxxx Title: 28 Head of Investment Banking SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative ThinkEquity, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Coa division of Fordham Financial Management, Inc. Maxim Group 2,062,500 309,375 The Benchmark Company, LLC 9,666,666 EXHIBIT 2,062,500 309,375 TOTAL 4,125,000 618,750 SCHEDULE 2-A JK Acquisition Corp. Attn.Pricing Information Number of Firm Shares: Jxxxx 4,125,000 Number of Option Shares: 618,750 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus, dated October 24, 2018 SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Officers and Directors Name Position Xxxxxx X. Xxxxxx 5000 Xxx Xxxxxx, President and Chief Executive Officer Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit X. XxXxxxxx Chairman of the Public Stockholders Board Xxxxxxx Xxxxxx Director Xxxx xxXxxx Director Xxxxx Goord Director Xxxxxxxxx Xxxxxx Director Xxxxx Xxxxxx Director Xxxxxxx Xxxxxxxx General Counsel and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC Chief Administrative Officer Xxxx Xxxxxxxxxx Executive Vice President, Corporate Development and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For Principal Financial and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorAccounting Officer XxXxx Xxxxxxxx Chief Accounting Officer 5% Shareholders

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPRUMBLEON, INC. By: Name: Jxxxx X. Xxxxxx Maxxxxxx Xxxxxxxx Title: Chief Executive Officer Accepted on Chairman and CEO Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representatives of the several Underwriters named in on Schedule I annexed hereto 1 hereto: ROXX XAPITAL PARTNERS, LLC By: Name: Aaxxx X. Xxxxxxxx Title: 28 Head of Equity Capital Markets MAXIM GROUP, LLC By: Name:_______________________________ Title: ________________________________ RUMBLEON, INC. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Roxx Xapital Partners, Bxxxx WxxxxLLC [●] [●] Maxim Group, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT [●] [●] Aegis Capital Corp. [●] [●] TOTAL [●] [●] SCHEDULE 2-A JK Acquisition Corp. AttnPricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.: Jxxxx ] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Maxxxxxx Xxxxxxxx Stxxxx X. Xxxxxxx Dexxxx Xxxxx Kaxxxx Xxxxxxxx Mixxx Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorKexxx Xxxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. GREENBOX POS By: /s/ Fxxxx Xxxxx Name: Jxxxx X. Xxxxxx Fxxxx Xxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: /s/ Sxx Xxxxxxxxxx Name: Sxx Xxxxxxxxxx Title: 28 Supervisory Principal GreenBox POS – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Codivision of Benchmark Investments, Inc. Maxim Group LLC 9,666,666 EXHIBIT 4,100,000 622,500 R.X. Xxxxxxxx & Co. 50,000 0 TOTAL 4,150,000 622,500 SCHEDULE 2-A JK Acquisition Corp. Attn.Pricing Information Number of Firm Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen4,150,000 Number of Option Shares: Reference is made 622,500 Public Offering Price per Firm Share: $10.50 Public Offering Price per Option Share: $10.50 Underwriting Discount per Firm Share: $0.7875 Underwriting Discount per Option Share: $0.7875 Proceeds to the Final Prospectus Company per Firm Share (before expenses): $9.7125 Proceeds to Company per Option Share (before expenses): $9.7125 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 3 List of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorLock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] 31 If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPURBAN-GRO, INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Jxxxx X. Xxxxxx Xxxxxxx Xxxxxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: 28 Head of Investment Banking urban-gro, Inc. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Coa division of Fordham Financial Management, Inc. Maxim Group LLC 9,666,666 . 5,400,000 810,000 TOTAL 5,400,000 810,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 5,400,000 Number of Option Shares: 810,000 Public Offering Price per Share: $10.00 Underwriting Discount per Share: $0.64 Underwriting Non-accountable expense allowance per Share: $0.00 Proceeds to Company per Share (before expenses): $9.36 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxxx Xxxxx X. Xxxxxxx Xxxxx Xxxxx Xxxxx X. Xxxx Xxxxx X. Xxxxx Xxxxxxx Xxxxxxxxx EXHIBIT A JK Acquisition Corp. AttnForm of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK URBAN-GRO, INC. Warrant Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx_______ Initial Exercise Date: ______, Xxxxx 4350 Houston2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, Texas 77057 Gentlemen: Reference for value received, _____________ or its assigns (the “Holder”) is made entitled, upon the terms and subject to the Final Prospectus of JK Acquisition Corp. limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the “JKACInitial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from urban-gro, Inc., a Delaware corporation (the “Company”), dated up to ______ shares of Common Stock, 2006 par value $0.001 per share, of the Company (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACWarrant Shares”), dated , 2006 (the “Prospectus”)as subject to adjustment hereunder. Capitalized terms used and not otherwise defined herein The purchase price of one share of Common Stock under this Warrant shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) be equal to the Public Stockholders Exercise Price, as defined in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. AttnSection 2(b).: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPCVSL INC. By: /s/ Jxxx Xxxxxx, Xx. Name: Jxxxx X. Xxxxxx Jxxx Xxxxxx, Xx. Title: Chief Executive Officer Accepted on Vice Chairman Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto By1 hereto: AEGIS CAPITAL CORP. By : /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: 28 Head of Investment Banking CVSL Inc. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoTotal Number of Firm Warrants to be Purchase Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. 5,333,600 5,333,600 800,040 800,040 Feltl and Company, Inc. Maxim Group 1,333,400 1,333,400 200,010 200,010 TOTAL 6,667,000 6,667,000 1,000,050 1,000,050 Sch.1-1 SCHEDULE 2 Pricing Information Number of Firm Shares: 6,667,000 Number of Firm Warrants: 6,667,000 Number of Option Shares: 1,000,050 Number of Option Warrants: 1,000,050 Public Offering Price per Firm Share (with accompanying Firm Warrant): $3.00 Underwriting Discount per Firm Share: $0.21 Proceeds to Company per Firm Share (with accompanying Firm Warrant) (before expenses): $2.79 Underwriting Non-accountable expense allowance per Firm Share: $0.03 *The information included in the press release entitled “CVSL Announces Update to Proposed Public Offering of Securities” issued on February 26, 2015 is hereby incorporated by reference. SCHEDULE 3 List of Lock-Up Parties Jxxx X. Xxxxxx Jxxx Xxxxxx, Xx. Kxxxx Xxxxxxxx Rxxxxxx Xxxx Jxxx X. Xxxxxx Mxxxxxx Xxxxxx Rxx Xxxxxx Kxx Xxxxxx Hxxxxxxxxx Xxxxxxx Ixxxxx Xxxxxx L. Xxxxxxxxxxx Wxxxxxx Xxxxxxx Jxxxx Xxxxxxxxx Xxxxxx Capital Partners, Ltd. Jxxx Xxxxxx Management, Inc. Richmont Street LLC 9,666,666 Richmont Capital Partners V LP Sch.3-1 EXHIBIT A JK Acquisition Corp. AttnForm of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________], 2016. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________], 2020. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of CVSL INC.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPAZITRA, INC. By: /s/ Fxxxxxxxx Xxxxx Name: Jxxxx X. Xxxxxx Fxxxxxxxx Xxxxx Title: Chief Executive Officer Accepted on President & CEO Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY LLC By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: 28 Head of Investment Banking AZITRA, INC. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC 16,667,000 2,500,000 TOTAL 16,667,000 2,500,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 16,667,000 Number of Option Shares: 2,500,000 Public Offering Price per Share: $0.30 Underwriting Discount per Share: $0.02250 Underwriting Non-accountable expense allowance per Share: $0.00300 Proceeds to Company per Share (before expenses and non-accountable expense allowance): $0.27750 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus dated January 19, Bxxxx Wxxxx2024 SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Executive Officers and Directors ● Fxxxxxxxx X. Xxxxx ● Nxxxxx Xxxxxxx ● Txxxxx Xxxxxxxx ● Axxxxx XxXxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 MD ● Bxxxxxx Xxxx ● Jxxx Xxxxxxx Sch. 3-1 EXHIBIT A JK Acquisition Corp. Attn.Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK AZITRA, INC. Warrant Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx[●] Initial Exercise Date: [●], Xxxxx 4350 Houston2024 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, Texas 77057 Gentlemen: Reference for value received, ThinkEquity LLC or its assigns (the “Holder”) is made entitled, upon the terms and subject to the Final Prospectus of JK Acquisition Corp. limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 2024 (the “JKACInitial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Azitra, Inc., a Delaware corporation (the “Company”), dated , 2006 up to [●] shares (the “ProspectusWarrant Shares”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund) of Common Stock, initially in an amount of $ for the benefit par value $0.0001 per share, of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Company (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACCommon Stock”), dated , 2006 (the “Prospectus”)as subject to adjustment hereunder. Capitalized terms used and not otherwise defined herein The purchase price of one share of Common Stock under this Warrant shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) be equal to the Public Stockholders Exercise Price, as defined in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. AttnSection 2(b).: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. Twin Vee PowerCats Co. By: /s/ Jxxxxx Xxxxxxxx Name: Jxxxx X. Xxxxxx Jxxxxx Xxxxxxxx Title: Chief Executive Officer Accepted on and President Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: 28 Head of Investment Banking TWIN VEE POWERCATS CO – UNDERWRITING AGREEMENT SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Coa division of Fordham Financial Management, Inc. Maxim Group LLC 9,666,666 3,000,000 450,000 TOTAL 3,000,000 450,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 3,000,000 Number of Option Shares: 450,000 Public Offering Price per Share: $6.00 Underwriting Discount per Share: $0.42 Underwriting Non-accountable expense allowance per Share: $0.06 Proceeds to Company per Share (before expenses): $5.52 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus filed with the SEC on July 2, 2021. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Jxxxxx Xxxxxxxx Pxxxxxx Xxxxxxxxxx Pxxxx Xxxxxx Nxxx Xxxx Sxxxxx X. Xxxxxxxxxx Dxxxx Xxxxxxx Twin Vee Powercats, Inc Dxx Xxxxxx EXHIBIT A JK Acquisition Corp. AttnForm of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE COMMENCEMENT DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYSFROM THE COMMENCEMENT DATE OF THE OFFERING. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK TWIN VEE POWERCATS CO. Warrant Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx_______1 Initial Exercise Date: ______, Xxxxx 4350 Houston2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, Texas 77057 Gentlemen: Reference for value received, _____________ or its assigns (the “Holder”) is made entitled, upon the terms and subject to the Final Prospectus of JK Acquisition Corp. limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the “JKACInitial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Twin Vee PowerCats Co., a Delaware corporation (the “Company”), dated up to ______ shares of Common Stock, 2006 par value $0.001 per share, of the Company (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACWarrant Shares”), dated , 2006 (the “Prospectus”)as subject to adjustment hereunder. Capitalized terms used and not otherwise defined herein The purchase price of one share of Common Stock under this Warrant shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) be equal to the Public Stockholders Exercise Price, as defined in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. AttnSection 2(b).: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. IMMURON LIMITED By: /s/ Txxxxx Xxxxxxx Name: Jxxxx X. Xxxxxx Txxxxx Xxxxxxx Title: Chief Executive Officer Accepted Confirmed as of the date first written above mentioned, on behalf of themselves and as Representatives of the several Underwriters named on Schedule 1 hereto: JXXXXX XXXXXX & CO., LLC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking/Underwritings RXXXXX & RXXXXXX, A UNIT OF H.X. XXXXXXXXXX & CO., LLC By: /s/ Exxxxx X. Xxxxxxx Name: Exxxxx X. Xxxxxxx Title: COO SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Jxxxxx Xxxxxx & Co., LLC. 305,000 305,000 45,750 45,750 Rxxxxx & Rxxxxxx, a unit of H.X. Xxxxxxxxxx & Co. 305,000 305,000 45,750 45,750 TOTAL 610,000 610,000 91,500 91,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 610,000 Number of Firm Warrants: 610,000 Number of Option Shares: 91,500 Number of Option Warrants: 91,500 Public Offering Price per Option Share: $9.99 Public Offering Price per Option Warrant: $0.01 Underwriting Discount per Option Share: $0.6993 Underwriting Discount per Option Warrant: $0.0007 Underwriting Discount per Firm Security: $0.7 0 Underwriting Non-accountable expense allowance per Firm Securities: $0.10 Proceeds to Company per Firm Security (before expenses): $9.20 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses May 22, 2017 SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Txxxxx Xxxxxxx Jxxxx Xxxxxxxx Dr Dxx Xxxxx Pxxxxxx Xxxxx Pxxxx Xxxxxxx Dx. Xxxxx Xxxxx Pxxxx Xxxxxxxxxx Dxxxxx Xxxxxxx Sxxxxxx Xxxxxxxxxx EXHIBIT A Form of Representatives’ Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) JXXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF JXXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES IMMURON LIMITED Warrant Shares: _______ Initial Exercise Date: ______, 2018 THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date first above written. FXXXXXthat is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, BXXXX WXXXXto subscribe for and purchase from Immuron Limited, INCORPORATED Acting on behalf of itself and as a representative of an Australian corporation (the Underwriters named in Schedule I annexed hereto By: Name: Title: 28 SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units Number of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACCompany”), dated , 2006 up to ______ American Depositary Shares (“ADSs”) of the Company (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACWarrant Shares”), dated , 2006 (the “Prospectus”)as subject to adjustment hereunder. Capitalized terms used and not otherwise defined herein The purchase price of one Warrant Share under this Warrant shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) be equal to the Public Stockholders Exercise Price, as defined in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. AttnSection 2(b).: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] Maxim Group LLC ________________, 2006 Page 49 of 49 If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yoursTruly Yours, JK ENERGY INFRASTRUCTURE ACQUISITION CORP. By: Name: Jxxxx Title: Agreed to and accepted as of the date first written above: MAXIM GROUP LLC, as Representative of the several Underwriters By: Name: Xxxxxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. FXXXXXDirector of Investment Banking [Signature Page to Underwriting Agreement, BXXXX WXXXXdated _______________, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto By: Name: Title: 28 2006] 49 SCHEDULE I JK A ENERGY INFRASTRUCTURE ACQUISITION CORP. 9,666,666 22,500,000 Units Underwriter Number of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 22,500,000 EXHIBIT A JK Form of Target Business Letter Energy Infrastructure Acquisition Corp. Attn.: Jxxxx X. 000 Xxxxx Xxxxxx 5000 Xxx XxxxxxXxxx, Xxxxx 4350 Houston, Texas 77057 Xxx Xxxx 00000 Gentlemen: Reference is made to the Final Prospectus of JK Energy Infrastructure Acquisition Corp. (the “JKACCompany”), dated _______________, 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC the Company has established the Trust Fund, initially in an amount of $ at least $_____________ for the benefit of the Public Stockholders and that JKAC the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC the Company or (ii) to JKAC the Company and Fxxxxx, Bxxxx Wxxxx, Incorporated the Underwriters after JKAC it consummates a Business Combination. For and in consideration of JKAC the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Form of Vendor Letter Energy Infrastructure Acquisition Corp. Attn.: Jxxxx X. 000 Xxxxx Xxxxxx 5000 Xxx XxxxxxXxxx, Xxxxx 4350 Houston, Texas 77057 Xxx Xxxx 00000 Gentlemen: Reference is made to the Final Prospectus of JK Energy Infrastructure Acquisition Corp. (the “JKACCompany”), dated _______________, 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC the Company has established the Trust Fund, initially in an amount of $ at least $_______________ for the benefit of the Public Stockholders and that JKAC the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; the Company or (ii) to JKAC the Company and Fxxxxx, Bxxxx Wxxxx, Incorporated the Underwriters after JKAC it consummates a Business Combination. For and in consideration of JKAC engaging the services Company agreeing to evaluate the undersigned for purposes of the undersignedconsummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Vendor Authorized Signature of Lender Vendor EXHIBIT C JK Form of Director/Officer Letter Energy Infrastructure Acquisition Corp. Attn.: Jxxxx X. 000 Xxxxx Xxxxxx 5000 Xxx XxxxxxXxxx, Xxxxx 4350 Houston, Texas 77057 Xxx Xxxx 00000 Gentlemen: The undersigned officer or director of JK Energy Infrastructure Acquisition Corp. (the “JKACCompany”) hereby acknowledges that JKAC the Company has established the Trust Fund, initially in an amount of $ at least $__________________ for the benefit of the Public Stockholders and the underwriters of the Company’s initial public offering (the “Underwriters”) and that JKAC the Company may disburse monies from the Trust Fund only only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC the Company or (ii) to JKAC the Company and Fxxxxx, Bxxxx Wxxxx, Incorporated the Underwriters after JKAC it consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securitiesmarket. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Remainder of page intentionally left blank] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK AUSTRALIA ACQUISITION CORP. By: :_________________________________________ Name: Jxxxx X. Xxxxxx Xxxxx Xxxxxxx Title: Chairman of the Board, Chief Executive Officer and Secretary Accepted on the date first above written. FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto XXXXX & COMPANY SECURITIES LLC By: :__________________________________ Name: Title: 28 SCHEDULE I JK AUSTRALIA ACQUISITION CORP. 9,666,666 8,000,000 Units Underwriter Number of Firm Units Underwriters to be Purchased FxxxxxXXXXX & COMPANY SECURITIES, Bxxxx WxxxxLLC I-BANKERS SECURITIES, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 INC. TOTAL 8,000,000 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 FORM OF TARGET BUSINESS LETTER AUSTRALIA ACQUISITION CORP. Gentlemen: Reference is made to the Final Prospectus of JK Australia Acquisition Corp. (the “JKACCompany”), dated ____________ , 2006 2010 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC the Company has established the Trust FundAccount, initially in an amount of $ at least $80,000,000 for the benefit of the Public Stockholders Shareholders and that JKAC the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Fund only Account only: (i) to the Public Stockholders Shareholders in the event they elect to redeem their public shares in connection with the consummation of the redemption of their shares or the liquidation of JKAC or a Business Transaction, (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates the Public Shareholders if the Company fails to consummate a Business CombinationTransaction within 21 months from the date of the Prospectus or (iii) to the Company after or concurrently with the consummation of a Business Transaction. For and in consideration of JKAC the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination Transaction with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account (the each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC the Company and will not seek recourse against the Trust Fund Account for any reason whatsoever. ___________________________________ Print Name of Target Business ___________________________________ Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 FORM OF VENDOR LETTER AUSTRALIA ACQUISITION CORP. Gentlemen: Reference is made to the Final Prospectus of JK Australia Acquisition Corp. (the “JKACCompany”), dated ______________, 2006 2010 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC the Company has established the Trust FundAccount, initially in an amount of $ at least $80,000,000 for the benefit of the Public Stockholders Shareholders and that JKAC the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Fund Account only: (i) to the Public Stockholders Shareholders in the event they elect to redeem their public shares in connection with the consummation of the redemption of their shares or the liquidation of JKAC; or a Business Transaction, (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates the Public Shareholders if the Company fails to consummate a Business CombinationTransaction within 21 months from the date of the Prospectus or (iii) to the Company after or concurrently with the consummation of a Business Transaction. For and in consideration of JKAC engaging the Company agreeing to engage the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account (the each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC services provided to the Company and will not seek recourse against the Trust Fund Account for any reason whatsoever. _______________________________ Print Name of Lender Vendor _______________________________ Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorVendor

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between among the Underwriters Underwriters, the Company and the CompanySelling Stockholders, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. Jupiter Wellness, Inc. By: Name: Jxxxx Bxxxx X. Xxxxxx Jxxx Title: Chief Executive Officer Accepted on Name: Bxxxx X. Jxxx Rxxxxxx Xxxxxx Name: Rxxx Xxxxxxx Name: Dxxx XxXxxxxx Name: Gxxxx Xxxxxx Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: Aegis Capital Corp. By: Name: Rxxxxx Xxxx Title: 28 Chief Executive Officer SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1-A SCHEDULE OF UNDERWRITERS Underwriter Total Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Total Number of Firm Company Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Additional Company Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. 11,607,142 11,607,142 1,741,071 1,741,071 TOTAL 11,607,142 11,607,142 1,741,071 1,741,071 30 SCHEDULE 1-B SCHEDULE OF SELLING STOCKHOLDERS Name of Selling Stockholder Total Number of Selling Stockholder Firm Shares to be Sold Total Number of Selling Stockholder Option Shares to be Sold if the Over-Allotment Option is Fully Exercised Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoX. Jxxx 250,000 38,082 Rxxxxxx Xxxxxx 150,000 23,100 Rxxx Xxxxxxx 15,884 - Dxxx XxXxxxxx 75,000 11,850 Gxxxx Xxxxxx 50,000 8,100 TOTAL 540,884 81,132 SCHEDULE 2-A Pricing Information Number of Company Offering Firm Shares: 11,066,258 Number of Selling Stockholder Firm Shares: 540,884 Number of Firm Company Warrants: 11,607,142 Number of Company Offering Option Shares: 1,659,939 Number of Selling Stockholder Option Shares: 81,132 Number of Option Company Warrants: 1,741,071 Public Offering Price per Company Warrant: $ 0.01 Public Offering Price per Firm Share and Firm Company Warrant: $ 2.80 Underwriting Discount per Firm Share and Firm Company Warrant (7% of public offering price of this combination): $ 0.196 Underwriting Non-accountable expense allowance per Firm Share and Firm Company Warrant (1.25% of public offering price of this combination): $ 0.035 Exercise Price per Company Warrant (100% of public offering price of one Firm Share): $ 2.79 Shares underlying Representative’s Warrant: 442,650 Exercise Price per Representative’s Warrant (125% of public offering price of one Firm Share and one Company Warrant): $ 3.50 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 Lock-Up Parties 35 EXHIBIT A Form of Representative’s Warrant 36 EXHIBIT B Form of Lock-Up Agreement 37 EXHIBIT C Form of Press Release Jupiter Wellness, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx[Date] Jupiter Wellness, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 Inc. (the “ProspectusCompany”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand ) announced today that JKAC has established the Trust FundAegis Capital Corp., initially in an amount of $ acting as representative for the benefit underwriters in the Company’s recent public offering of _______ shares of the Public Stockholders Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and that JKAC the shares may disburse monies from be sold on or after such date. This press release is not an offer or sale of the Trust Fund only (i) to the Public Stockholders securities in the event of the redemption of their shares United States or the liquidation of JKAC in any other jurisdiction where such offer or (ii) to JKAC sale is prohibited, and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does such securities may not have any right, title, interest be offered or claim of any kind in or to any monies sold in the Trust Fund (United States absent registration or an exemption from registration under the “Claim”) and hereby waives any Claim it may have in the future Securities Act of 1933, as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attnamended.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPcbdMD, INC. By: /S/ MXXXXX X XXXXXXXXXX Name: Jxxxx Mxxxxx X. Xxxxxx Xxxxxxxxxx Title: Co-Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY, A Division of Fordham Financial Management, Inc. By: EXXX XXXX Name: Exxx Xxxx Title: 28 Head of Investment Banking cbdMD, Inc. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Coa division of Fordham Financial Management, Inc. Maxim Group LLC 9,666,666 EXHIBIT 1,913,100 286,900 TOTAL 1,913,000 286,900 42 SCHEDULE 2-A JK Acquisition Corp. Attn.Pricing Information Number of Firm Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx1,913,100 Number of Option Shares: 286,900 Public Offering Price per Share: $7.50 Underwriting Discount per Share: $0.54375 Proceeds to Company per Share (before expenses): $6.95625 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus filed with the SEC on June 24, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director2021 SCHEDULE 3

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, JK ACQUISITION CORPYAYYO, INC. By: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: The Benchmark Company, LLC By: Name: Title: 28 On behalf of each of the Underwriters YAYYO, INC. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Shares to be Purchased if the Over-Allotment Option is Fully Exercised The Benchmark Company, Bxxxx WxxxxLLC Total SCHEDULE 2 List of Lock-Up Parties Directors: Ramy El-Batrawi Lxxxxx XxXxxxxxxx* Kxxxx X. Xxxxxxx Pxxx Xxxxxxx* Jxxxxxx X. Xxxx* Cxxxxxxxxxx Xxxxxxx* Hxxxxxx X. Xxxxx* Dxxx Xxxxx X, Incorporated Ladenburg Txxxxxxx & CoLLC Gxxx Mars Venus Trust, Inc. Maxim Group LLC 9,666,666 Arizona Bellridge Capital, L.P. * * These directors do not own any shares or options and, as a result, shall not be required to sign a Lock-Up Agreement. ** Certain shares held by Bellridge Capital, L.P. shall not be subject to any Lock-Up Agreement. EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx XxxxxxForm of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Xxxxx 4350 HoustonAGREES THAT IT WILL NOT SELL, Texas 77057 Gentlemen: Reference is made to TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE BENCHMARK COMPANY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO MAY [●], 2019. VOID AFTER 5:00 P.M., EASTERN TIME, NOVEMBER [●], 2023. COMMON SHARE PURCHASE WARRANT For the Final Prospectus Purchase of JK Acquisition Corp. (“JKAC”)[●] Shares of Common Stock of YayYo, dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorInc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPiSPECIMEN INC. By: /s/ Cxxxxxxxxxx Xxxxxxx Name: Jxxxx X. Xxxxxx Cxxxxxxxxxx Xxxxxxx, MD, PhD Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Priyanka Mahajan Name: Priyanka Mahajan Title: 28 Managing Director [Signature Page] iSPECIMEN Inc. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Coa division of Fordham Financial Management, Inc. Maxim Group 2,250,000 337,500 TOTAL 2,250,000 337,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,250,000 Number of Option Shares: 337,500 Public Offering Price per Share: $8.00 Underwriting Discount per Share: $0.60 Underwriting Non-accountable expense allowance per Share: $0.08 Proceeds to Company per Share (before expenses): $7.40 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free writing prospectus filed with the Commission on May 28, 2021. SCHEDULE 2-C Written Testing-the-Waters Communications None. fSCHEDULE 3 List of Lock-Up Parties Officers, Directors and Affiliates: Name Position Cxxxxxxxxxx Xxxxxxx Chief Executive Officer, President, and Director Jxxx Xxxxxx Chief Operating Officer, Secretary, Treasurer, and Director Bxxxxxxx Xxxxxx Chief Information Officer Txxxx Xxxxxx Chief Financial Officer Axxxxx X. Xxxx Chairman of the Board Gxxxxx “Bud” Sxxxxx Director Sxxxxx Xxxxxxx Director Jxxx X. Xxxxxx III Director Nominee Mxxxxxxx X. Xxxxxxxx Director Nominee Other Stockholders: Alexa Wxxx Xxxxxx Dxxx Xxxxxx Vasantgadkar Axxxxx Xxxxxx Axxx Xxxxx Axxx Xxxxx Axxx-Xxxxx & Sxxxxxx Xxxxxx Foundation Axxxxxx Xxxxxx Axxxxx Xxxxx Bxxx Xxxxxx Bxxxx Xxxxxx Cxxxxx Xxxx CamaPlan FBO Hxxx Xxxxxx Cxxxx Xxxxxxxx Cxxxxxxx XxxXxxxxx Cxxxxxxxx Xxxxx Cxxx Xxxxxxxxx Cxxxx Xxxxxx Dxxxx Xxxxxx Dxxxx Xxxxxxx Dxxxx XxXxxxxx Dxxxx Xxxxx Dxxx Mxxxxxxx Dxxxx Xxxxx Exxxx Xxxxxxxx Exxxxx Xxxxxxx Exxxx Xxxxxxx Exxxx Xxxxxx Exxx Xxxxxxxx Gxxx Gragin Gxxxxxx Xxxxxxx Hxxx Xxxxxx Hxxxx Xxxxxxxxx Hxxxxx Xxxxxx J Mxxxxxx Xxxxxx Jxxxx Xxxxxxx Jxxxxxxx Xxxxxxxxx Jxxxxxxx Xxxxxxx Jxxx Xxxxxxx Jxx Xxxxxx Jxxx Xxxxxxx Jxxx Xxxxxxx Jxxx Xxxxxx Jxxxxxxx Xxx Jxxxxx Xxxxxxx Jxxxxx Xxxxxxx I Kxxxx Xxxxx Kxxxxx XxXxxxx Kxxxx Xxxxxxxxx Kxxxx Xxxxxxx Kxxxxxx Xxxxxx Kxxxxxxx Xxxxxx Lxxx Xxxxxxx Lxxxx Xxxx Mxxxx Xxxxxxx Mxxxxxx Xxxxxxx Mxxxxx Xxxxxxx Mxxxxx Xxxxxxxx Mxxxxxx Xxxx Mxxxxx Xxxxxxx Mxxxxxx Xxxxxxx Mxxxxxx Xxxxxxxx Mxxxxxx Xxxxxx Mxxxxx Xxxxxx Mxxxxxx Xxxxxxxxx I Mxxxxxx Xxxxxxxxx XX Mxxxxxx Xxxxxxxxx III MKGJ Investments, LLC 9,666,666 Mxxxxx Xxxxxxxxx MRNGL Trust Nxxxx Xxxxxxxxx I Nxxxx Xxxxxxxxx XX NHR Inc. Nxxx Xxxxxx Pxxx Xxxxx Rxxxxx Xxxxxxxx Rxxxxx Xxxxxx Rxxxxx Xxxxxxxxx Rxxxxx Khedarian Rxxxxx Parente Rxxxxx Xxxxxx Rxx Xxxxxxxx Xxxx 2013 Irrevocable Trust Seagull Investments, LLC Sxxx XxXxxxxx Sxxxx Xxxxx Sxxxxx Xxxxxxxxxx Sxxxxxx Xxxxx Sxxxxxx Xxxxxxxxxxx Shareholder Name Sxxxxxx Xxxxxx Sxxxxxxxx Xxxxx Txxxxx Xxxx Txxxxx XxXxxxx The Pxxxx X. Xxxxxxx Revocable Trust Wxxxx Xxx Wxxxxxx X'Xxxxxxx Xenia Sibova EXHIBIT A JK Acquisition Corp. AttnForm of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO DECEMBER 16, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, JUNE 16, 2026. WARRANT TO PURCHASE COMMON STOCK iSPECIMEN INC. Warrant Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx_______ Initial Exercise Date: December 16, Xxxxx 4350 Houston2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, Texas 77057 Gentlemen: Reference for value received, _____________ or its assigns (the “Holder”) is made entitled, upon the terms and subject to the Final Prospectus of JK Acquisition Corp. limitations on exercise and the conditions hereinafter set forth, at any time on or after December 16, 2021 which is six months from the Effective Date (the “JKACInitial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(a), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from iSPECIMEN INC., a Delaware corporation (the “Company”), dated , 2006 up to ______ shares (the “ProspectusWarrant Shares”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund) of common stock, initially in an amount of $ for the benefit par value $0.0001 per share, of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Company (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACCommon Stock”), dated , 2006 (the “Prospectus”)as subject to adjustment hereunder. Capitalized terms used and not otherwise defined herein The purchase price of one share of Common Stock under this Warrant shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) be equal to the Public Stockholders Exercise Price, as defined in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. AttnSection 2(b).: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Remainder of the page intentionally left blank; signature page follows] If the foregoing correctly sets forth the is in accordance with your understanding between the Underwriters and the Companyof our agreement, please so indicate in sign and return to the space provided below for that purposeCompany a counterpart hereof, whereupon this letter shall constitute instrument, along with all counterparts, will become a binding agreement between usthe Placement Agent and the Company in accordance with its terms. Very truly yours, JK ACQUISITION CORPMATINAS BIOPHARMA HOLDINGS, INC. By: /s/ Jxxxxx X. Xxxxxxx Name: Jxxxx Jxxxxx X. Xxxxxx Xxxxxxx Title: Chief Executive Officer Accepted Confirmed and Accepted: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking SCHEDULE A General Use Free Writing Prospectuses None SCHEDULE B Issuer Free Writing Prospectuses None. SCHEDULE C Lock-Up Parties Hxxxxxx Xxxxxx Jxxxxx X. Xxxxxxx Dxxxxxxx X. XxXxxxx Rxxxxxx X. Xxxxxxx Gxxx Xxxxxxxx Exxx Xxxx Jxxxx X. Xxxxxxxx Axxx X. Xxxxx Mxxxxxx Xxxxxx Rxxxxx Xxxxxx SCHEDULE D Subsidiaries Name State of Incorporation Matinas BioPharma, Inc. Delaware Matinas BioPharma Nanotechnologies, Inc. Delaware EXHIBIT A Form of Placement Agent’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE YEAR FOLLOWING THE CLOSING DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO JUNE 21, 2019. VOID AFTER 5:00 P.M., EASTERN TIME, JUNE 21, 2023. WARRANT TO PURCHASE COMMON STOCK MATINAS BIOPHARMA HOLDINGS, INC. Warrant Shares: _______ Initial Exercise Date: June 21, 2019 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity, a Division of Fordham Financial Management, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 21, 2019 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date first above written. FXXXXXthat is five (5) years following the Closing Date (the “Termination Date”) but not thereafter, BXXXX WXXXXto subscribe for and purchase from Matinas BioPharma Holdings, INCORPORATED Acting on behalf of itself and as Inc., a representative of Delaware corporation (the Underwriters named in Schedule I annexed hereto By: Name: Title: 28 SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units Number of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACCompany”), dated , 2006 up to ______ shares (the “ProspectusWarrant Shares”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund) of common stock, initially in an amount of $ for the benefit par value $0.0001 per share, of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Company (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACCommon Stock”), dated as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 2006 as defined in Section 2(b). This Warrant is issued in connection with an offering (the “ProspectusOffering”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund) of Series B Convertible Preferred Stock, initially in an amount of $ for the benefit par value $0.0001 per share, of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. AttnCompany.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPPRESIDIO PROPERTY TRUST, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Jxxxx Xxxx X. Xxxxxx Xxxxxxxx Title: Chairman of the Board, Chief Executive Officer Accepted on and President Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THE BENCHMARK COMPANY, LLC By: /s/ Xxxx X Xxxxx III Name: Xxxx X. Xxxxx III Title: 28 Senior Managing Director Presidio Property Trust, Inc. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised The Benchmark Company, Bxxxx WxxxxLLC 374,500 494,500 Colliers Securities LLC 56,000 56,000 Aegis Capital Corp. 149,500 149,500 Spartan Capital Securities, Incorporated Ladenburg Txxxxxxx & CoLLC 220,000 220,000 TOTAL 800,000 920,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 800,000 Number of Option Shares: 120,000 Public Offering Price per Share: $25.00 Underwriting Discount per Share: $2.00 Proceeds to Company per Share (before expenses): $23.00 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer General Use Free Writing Prospectus dated June 1, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director2021

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. By: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto By1 hereto: Name: Title: 28 THINKEQUITY A Division of Fordham Financial Management, Inc. SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Coa division of Fordham Financial Management, Inc. Maxim Group 13,333,334 2,000,000 TOTAL 13,333,334 2,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 13,333,334 Number of Option Shares: 2,000,000 Public Offering Price per Share: $4.50 Underwriting Discount per Share: $0.315 Underwriting Non-accountable expense allowance per Share: $0.0225 Proceeds to Company per Share (before expenses): $4.1625 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 3 List of Lock-Up Parties Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx, Xx. Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxx Xxxxx Brains Riding in Tanks, LLC 9,666,666 EXHIBIT A JK Acquisition Corp. AttnForm of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK RED CAT HOLDINGS, INC. Warrant Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx_______ Initial Exercise Date: ______, Xxxxx 4350 Houston2022 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, Texas 77057 Gentlemen: Reference for value received, _____________ or its assigns (the “Holder”) is made entitled, upon the terms and subject to the Final Prospectus limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the date of JK Acquisition Corp. the Underwriting Agreement (the “JKACTermination Date”) but not thereafter, to subscribe for and purchase from Red Cat Holdings, Inc., a Nevada corporation (the “Company”), dated up to ______ shares of Common Stock, 2006 par value $0.0001 per share, of the Company (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACWarrant Shares”), dated , 2006 (the “Prospectus”)as subject to adjustment hereunder. Capitalized terms used and not otherwise defined herein The purchase price of one share of Common Stock under this Warrant shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) be equal to the Public Stockholders Exercise Price, as defined in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. AttnSection 2(b).: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. ImmunoPrecise Antibodies Ltd. By: /s/ Xxxxxxxx Xxxx Name: Jxxxx X. Xxxxxx Xxxxxxxx Xxxx Title: President and Chief Executive Officer Accepted on Officer, Director Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THE BENCHMARK COMPANY LLC By: /s/ Xxxx X Xxxxx XXX Name: Xxxx X Xxxxx XXX Title: 28 Senior Managing Director IPA- Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised The Benchmark Company LLC 640,000 165,000 X.X Xxxxxxxx & CoCo., Inc. Maxim Group LLC 9,666,666 EXHIBIT 460,000 -- TOTAL 1,100,000 165,000 Sch. 1-1 SCHEDULE 2-A JK Acquisition Corp. Attn.Pricing Information Number of Firm Shares: Jxxxx X. 1,100,000 Number of Option Shares: 165,000 Public Offering Price per Share: $1.00 Underwriting Discount per Share: $0.93 Underwriting Non-accountable expense Allowance per Share: $0.01 Proceeds to Company per Share (before expenses): $0.92 Sch. 2-1 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-1 SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Xxxxxxxx Xxxx Xxxxxxx Xxxxxx 5000 Xxx Xxxxx Xxxxxxxx Xxxxx Xxxxx Xxxx Xxxxxxx Xxxxx Xxxxxx Xxxx Xxxxxxx Charmquark TWEE Charmquark EEN Sch. 3-1 SCHEDULE 4 Company Introduced Investors Xxxxxxx & Xxxxxx, Xxxxx 4350 HoustonLLC Xxxxxxxx Xxxx Exhibit A Form of Representative's Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Texas 77057 GentlemenAGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) Benchmark Company, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF Benchmark Company, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [FINAL DAY IN THE FOUR AND ONE-HALF-YEAR PERIOD COMMENCING ON THE DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. UNDERWRITER COMMON STOCK PURCHASE WARRANT IMMUNOPRECISE ANTIBODIES, LTD. Warrant Shares: Reference Issuance Date: THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, The Benchmark Company, LLC or its assigns (the "Holder") is made entitled, upon the terms and subject to the Final Prospectus of JK Acquisition Corp. limitations on exercise and the conditions hereinafter set forth, at any time on or after __________, 2023 (“JKAC”the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York time) on __________, 2028 (the "Termination Date") but not thereafter, to subscribe for and purchase from ImmunoPrecise Antibodies Ltd., a British Columbia company (the "Company"), dated up to _______ shares (as subject to adjustment hereunder, 2006 the "Warrant Shares") of the Company's common shares (the “Prospectus”"Common Stock"). Capitalized terms used and not otherwise defined herein The purchase price of one share of Common Stock under this Warrant shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) be equal to the Public Stockholders Exercise Price, as defined in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business CombinationSection 2(b). For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference This Warrant is made being issued pursuant to the Final Prospectus Underwriting Agreement dated as of JK Acquisition Corp. (“JKAC”)_______, dated 2023, 2006 (the “Prospectus”). Capitalized terms used by and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by between the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Directorand The Benchmark Company, LLC ("Benchmark").

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. BRERA HOLDINGS PLC By: /s/ Xxxxxx X. XxXxxxx Name: Jxxxx Xxxxxx X. Xxxxxx XxXxxxx Title: Chief Executive Officer Accepted on Chairman Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: REVERE SECURITIES, LLC By: /s/ Xxxxxx XxXxxxxxx Name: Xxxxxx XxXxxxxxx Title: 28 Managing Director SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 UNDERWRITERS Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Revere Securities, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.1,500,000 225,000 TOTAL 1,500,000 225,000 SCHEDULE 2 Pricing Information Number of Firm Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen1,500,000 Number of Option Shares: Reference is made 225,000 Public Offering Price per Firm Share: $ 5.00 Public Offering Price per Option Share: $ 5.00 Underwriting Discount per Firm Share: $ 0.35 Underwriting Discount per Option Share: $ 0.35 Proceeds to the Final Prospectus Company per Firm Share (before expenses): $ 4.65 Proceeds to Company per Option Share (before expenses): $ 4.65 SCHEDULE 3 Issuer General Use Free Writing Prospectuses None. 42 SCHEDULE 4 Written Testing-the-Waters Communications None. SCHEDULE 5 List of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorLock-Up Parties1

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. DatChat, Inc. By: /s/ Xxxxx Xxxxx Name: Jxxxx X. Xxxxxx Xxxxx Xxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: XX XXXXXX LLC By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: 28 Supervisory Principal SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoTotal Number of Firm Pre-Funded Warrants to be Purchased Number of Option Shares and/or Option Pre-Funded Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative XX Xxxxxx LLC 377,972 590,000 145,945 WestPark Capital, Inc. Maxim Group LLC 9,666,666 5,000 0 0 TOTAL 382,972 590,000 145,945 Sch. 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 382,972 Number of Firm Pre-Funded Warrants: 590,000 Number of Option Shares and/or Option Pre-Funded Warrants: 145,945 Public Offering Price per Share: $1.85 Public Offering Price per Pre-Funded Warrant: $1.8499 Underwriting Discount per Share: $0.148 Underwriting Discount per Pre-Funded Warrant: $0.148 Underwriting non-accountable expense allowance per Share: $0.0185 Underwriting non-accountable expense allowance per Pre-Funded Warrant: $0.0185 Proceeds to Company per Share (before expenses): $1.6835 Proceeds to Company per Pre-Funded Warrant (before expenses): $1.6834 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxx Sch. 3 EXHIBIT A JK Acquisition Corp. Attn.PRE-FUNDED COMMON STOCK PURCHASE WARRANT DatChat, Inc. Warrant Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx_______ Issue Date: [_], Xxxxx 4350 Houston2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, Texas 77057 Gentlemen: Reference for value received, _____________ or its assigns (the “Holder”) is made entitled, upon the terms and subject to the Final Prospectus of JK Acquisition Corp. limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and until this Warrant is exercised in full (the “JKACTermination Date”) but not thereafter, to subscribe for and purchase from DatChat, Inc., a Nevada corporation (the “Company”), dated up to ______ shares of Common Stock (as subject to adjustment hereunder, 2006 (the “ProspectusWarrant Shares”). Capitalized terms used and not otherwise defined herein The purchase price of one share of Common Stock under this Warrant shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) be equal to the Public Stockholders Exercise Price, as defined in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. AttnSection 2(b).: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPMUSCLE MAKER, INC. By: Name: Jxxxx /s/ Mxxxxxx X. Xxxxxx Title: Xxxxx Mxxxxxx X. Xxxxx Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: ALEXANDER CAPITAL, L.P. By: Name: Title: 28 /s/ Jxxxxxxx Xxxxxx Jxxxxxxx Xxxxxx Managing Director SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Alexander Capital, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoL.P. 3,293,118 493,117 Benchmark Investments, Inc. Maxim Group LLC 9,666,666 1,000 1,000 TOTAL 3,294,118 494,117 SCHEDULE 2-A Pricing Information Number of Firm Shares: 3,294,118 Number of Option Shares: 494,117 Public Offering Price per Share: $1.70 Underwriting Discount per Share: $0.153 Underwriting Non-accountable expense allowance per Share: $0.017 Proceeds to Company per Share (before expenses): $1.53 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus filed with the Commission on August 26, 2020. Free Writing Prospectus filed with the Commission on September 8, 2020. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Directors & Officers: Kxxxx Xxxxx Mxxxxxx X. Xxxxx Kxxxxxx Xxxxxx Fxxxxxxxx Gxxxxxxxxx Xxxxx Infantee Sxxxxxx Xxxxxx A.X. Xxxxxxxx III Pxxx X. Xxxxxxx Jxxx Xxxxxxx Pxxxx X. Xxxxxxxxx Oxxxxxxxx Xxxxxxxxxxx Stockholders: Jxxx Xxxxxxx SCHEDULE 4 Subsidiaries and Affiliates EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx XxxxxxForm of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Xxxxx 4350 HoustonAGREES THAT IT WILL NOT SELL, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (“JKAC”)180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) ALEXANDER CAPITAL, dated L.P. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, 2006 OR (the “Prospectus”II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL, L.P. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). Capitalized terms used and not otherwise defined herein shall have THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO MARCH 9, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, SEPTEMBER 10, 2025. COMMON STOCK PURCHASE WARRANT For the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust FundPurchase of [ ] Shares of Common Stock of MUSCLE MAKER, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. AttnINC.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPENDRA LIFE SCIENCES INC. By: /s/ Fxxxxxxx Xxxxxxxx Name: Jxxxx X. Xxxxxx Fxxxxxxx Xxxxxxxx Title: Chief Executive Officer Accepted on CEO Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: 28 Head of Investment Banking SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative ThinkEquity, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Coa division of Fordham Financial Management, Inc. Maxim Group LLC 9,666,666 7,143,000 714,286 TOTAL 7,143,000 714,286 SCHEDULE 2-A Pricing Information Number of Firm Shares: 7,143,000 Number of Option Shares: 714,286 Public Offering Price per Share: $0.70 Underwriting Discount per Share: $0.049 Underwriting non-accountable expense allowance per Share: $0.007 Proceeds to Company per Share (before expenses): $0.644 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Fxxxxxxx Xxxxxxxx Dxxxx Xxxxx Mxxxxxx Xxxxxxxx Rxxxxx Xxxxxxxxx Lxx Xxxxxxxx Axxxxxx XxXxxxxxxxxxxx Mxxxxxx Xxxxx Axxxxxxxx Xxxxxx EXHIBIT A JK Acquisition Corp. AttnForm of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________], 2021 [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________], 2025 [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK ENDRA LIFE SCIENCES INC. Warrant Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx_______ Initial Exercise Date: ______, Xxxxx 4350 Houston2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, Texas 77057 Gentlemen: Reference for value received, _____________ or its assigns (the “Holder”) is made entitled, upon the terms and subject to the Final Prospectus of JK Acquisition Corp. limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the “JKACInitial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ENDRA Life Sciences Inc., a Delaware corporation (the “Company”), dated up to ______ shares of Common Stock, 2006 par value $0.0001 per share, of the Company (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACWarrant Shares”), dated , 2006 (the “Prospectus”)as subject to adjustment hereunder. Capitalized terms used and not otherwise defined herein The purchase price of one share of Common Stock under this Warrant shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) be equal to the Public Stockholders Exercise Price, as defined in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. AttnSection 2(b).: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance noncompliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. CEL-SCI Corporation By: /s/ Geert R. Xxxxxxx Name: Jxxxx X. Xxxxxx Geert R. Xxxxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first above written. FXXXXXwritten above, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: /s/ Sxx Xxxxxxxxxx Name: Sxx Xxxxxxxxxx Title: 28 Supervisory Principal Cel-Sci Corporation – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to bePurchased Number of Additional Option Shares to be Purchased Fxxxxxif the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Codivision of Benchmark Investments, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition 500,000 75,000 Aegis Capital Corp. Attn.500,000 75,000 TOTAL 1,000,000 150,000 SCHEDULE 2 Pricing Information Number of Firm Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen1,000,000 Number of Additional Shares: Reference is made 150,000 Public Offering Price per Share: $14.65 Underwriting Discount per Share: $1.03 Proceeds to the Final Prospectus of JK Acquisition Corp. Company per Share (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT before expenses): $13.62 SCHEDULE 2-B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorIssuer General Use Free Writing Prospectuses

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. By: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto INC. By: Name: Title: 28 SCHEDULE I JK ACQUISITION CORP. 9,666,666 9,000,000 Units Number of Firm Units Underwriters Underwriter to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated ___, 2006 2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ $___for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC it consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated ___, 2006 2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ $___for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC it consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ $___for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC it consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securitiesmarket. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPMERIDIAN WASTE SOLUTIONS, INC. By: /s/ Xxxxxxx Xxxxxx Name: Jxxxx X. Xxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representatives of the several Underwriters named in on Schedule I annexed hereto 1 hereto: XXXX CAPITAL PARTNERS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: 28 Head of Equity Capital Markets XXXXXX XXXXXX & CO., LLC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Number of Firm Warrants to be Purchased Number of Additional Warrants to be Purchased if Over-Allotment Option is Fully Exercised Xxxx Capital Partners, Bxxxx WxxxxLLC 950,000 150,000 237,500 37,500 Xxxxxx Xxxxxx & Co., Incorporated Ladenburg Txxxxxxx & CoLLC 950,000 150,000 237,500 37,500 Axiom Capital Management, Inc. Maxim Group LLC 9,666,666 100,000 0 25,000 0 TOTAL 2,000,000 300,000 500,000 75,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 500,000 Number of Option Shares: 300,000 Number of Option Warrants: 75,000 Public Offering Price per Firm Security: $1.75 Purchase Price per Option Warrant: $0.0001 Purchase Price per Option Share: $1.6275 Underwriting Discount per Firm Security: $0.1225 Proceeds to Company per Firm Security (before expenses): $1.6275 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 3 List of Lock-Up Parties ● Xxxxxx Xxxxxxx ● Xxxxxxx Xxxxxx ● Xxxxxx Xxxxx ● Xxxxxxx Xxxxx ● Xxxxxx X. Xxxx ● Xxxxxxxxxxx Xxxx EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Form of Lock-Up Agreement Xxxx Capital Partners, LLC 000 Xxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxx, XX 00000 And Xxxxxx 5000 Xxx Xxxxxx & Co., LLC 00 Xxxxx Xxxxxx, 00xx Xxxxx 4350 HoustonXxx Xxxx, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used Xxx Xxxx 00000 Ladies and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges understands that JKAC has established the Trust FundXxxx Capital Partners, initially in an amount of $ for the benefit of the Public Stockholders LLC and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and FxxxxxXxxxxx Xxxxxx & Co., Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund LLC (the “ClaimRepresentatives”) and hereby waives any Claim it may have in propose to enter into an Underwriting Agreement (the future as “Underwriting Agreement”) with Meridian Waste Solutions, Inc., a result ofNew York corporation (the “Company”), or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund providing for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after offering (the initial public offering by “Public Offering”) of shares of common stock, par value $0.025 per share, of the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director(the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPINDIA GLOBALIZATION CAPITAL, INC. By: Name: Jxxxx X. Xxxxxx Ram Mxxxxxx Title: Chairman and Chief Executive Officer Accepted on the date first above written. FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto INC. By: Name: Sxxxx Xxxx Title: 28 Vice-President 30 SCHEDULE I JK ACQUISITION CORPINDIA GLOBALIZATION CAPITAL, INC. 9,666,666 20,000,000 Units Number of Firm Units Underwriters Underwriter to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoInc. 20,000,000 20,000,000 SCHEDULE 2.29 INDIA GLOBALIZATION CAPITAL, INC. Board of Directors Ram Mxxxxxx Jxxx Xxxxxx Dr. Ranga Krishna Sxxxxx Xxxxxxx Sxxxxxxx Xxxxxx EXHIBIT A India Globalization Capital, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Ram Mxxxxxx c/o Integrated Global Networks, LLC 4000 Xxxxxxxxxx Xxxxxx 5000 Xxx XxxxxxBethesda, Xxxxx 4350 Houston, Texas 77057 Maryland 20814 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. India Globalization Capital, Inc. (“JKACIGC”), dated , 2006 2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC IGC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC IGC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC IGC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated IGC after JKAC it consummates a Business Combination. For and in consideration of JKAC IGC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC IGC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. India Globalization Capital, Inc. Attn.: Jxxxx X. Ram Mxxxxxx c/o Integrated Global Networks, LLC 4000 Xxxxxxxxxx Xxxxxx 5000 Xxx XxxxxxBethesda, Xxxxx 4350 Houston, Texas 77057 Maryland 20814 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. India Globalization Capital, Inc. (“JKACIGC”), dated , 2006 2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC IGC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC IGC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKACIGC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated IGC after JKAC it consummates a Business Combination. For and in consideration of JKAC IGC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC IGC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. India Globalization Capital, Inc. Attn.: Jxxxx X. Ram Mxxxxxx c/o Integrated Global Networks, LLC 4000 Xxxxxxxxxx Xxxxxx 5000 Xxx XxxxxxBethesda, Xxxxx 4350 Houston, Texas 77057 Maryland 20814 Gentlemen: The undersigned officer or director of JK Acquisition Corp. India Globalization Capital, Inc. (“JKACIGC”) hereby acknowledges that JKAC IGC has established the Trust Fund, initially in an amount of $ $___for the benefit of the Public Stockholders and that JKAC IGC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC IGC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated IGC after JKAC it consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC IGC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securitiesmarket. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. Fxxxxx Corporation By: /s/ Gxx Xxxxxx Xxxxxxxxx Name: Jxxxx X. Gxx Xxxxxx Xxxxxxxxx Title: Chief Executive Officer Accepted on and Director Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representatives of the several Underwriters named in on Schedule I annexed hereto 1 hereto: Revere Securities, LLC By: /s/ Dxxxxxx Xxx Name: Dxxxxxx Xxx Title: 28 Senior Managing Director R.X. Xxxxxxxx & Co., Inc. By: /s/ Rxxxxx Xxxxxx Name: Rxxxxx Xxxxxx Title: Chief Operating Officer SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxRevere Securities, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx LLC 1,500,000 R.X. Xxxxxxxx & CoCo., Inc. Maxim Group LLC 9,666,666 1,500,000 TOTAL 3,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 3,000,000 Number of Option Shares: 450,000 Public Offering Price per Firm Share: $5.00 Public Offering Price per Option Share: $5.00 Underwriting Discount per Firm Share: $0.35 Underwriting Discount per Option Share: $0.35 Non-accountable Expense Allowance per Firm Share: $0.05 Non-accountable Expense Allowance per Option Share: $0.05 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None SCHEDULE 2-C Written Testing-the-Waters Communications None EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx XxxxxxRepresentatives’ Warrants THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Xxxxx 4350 HoustonAGREES THAT IT WILL NOT SELL, Texas 77057 Gentlemen: Reference is made to TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) REVERE SECURITIES, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL LP OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO AUGUST 10, 2023. VOID AFTER 5:00 P.M., EASTERN TIME, AUGUST 10, 2028. ORDINARY SHARES PURCHASE WARRANT For the Final Prospectus Purchase of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount 60,000 Shares of $ for the benefit Ordinary Shares of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorFXXXXX CORPORATION

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPPOLAR POWER, INC. By: /s/ Axxxxx X. Xxxx Name: Jxxxx Axxxxx X. Xxxxxx Xxxx Title: Chief Executive Officer Accepted on President and CEO Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Priyanka Mahajan Name: Priyanka Mahajan Title: 28 Managing Director, Investment Banking SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxThinkEquity, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Coa division of Fordham Financial Management, Inc. Maxim Group LLC 9,666,666 750,000 TOTAL 750,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 750,000 Public Offering Price per Share: $18.00 Underwriting Discount per Share: $1.17 Proceeds to Company per Share (before expenses): $16.83 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Axxxxx X. Xxxx Rxxxxx Xxxxxx Lxxx Xxxxxx Kxxxx Xxxxxxxx Pxxxx Xxxxx Kxxxxxxxx Xxxxxx Sch. 3-1 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Form of Lock-Up Agreement [●], 2021 ThinkEquity A Division of Fordham Financial Management, Inc. 10 Xxxxx Xxxxxx, Xxxxx 4350 Houston00xx Xx Xxx Xxxx, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used XX 00000 Ladies and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director understands that ThinkEquity, a division of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust FundFordham Financial Management, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and FxxxxxInc., Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “ClaimRepresentative”) and hereby waives any Claim it may have in proposes to enter into an Underwriting Agreement (the future as “Underwriting Agreement”) with Polar Power, Inc., a result ofDelaware corporation (the “Company”), or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund providing for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after offering (the initial public offering by “Public Offering”) of shares of common stock, $0.0001 par value, of the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director(the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-non- compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-non- compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Company and the CompanyRepresentative, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. ByCOMPANY: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto INTELLIGENT GROUP LIMITED By: Name: Title: 28 Date: REPRESENTATIVE: WESTPARK CAPITAL, INC. By: Name: Title: Date: SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriters SCHEDULE 2-A Pricing Information Number of Firm Units Underwriters Shares: 2,000,000 Number of Option Shares: 300,000 Public Offering Price per Share: $5.00 Underwriting Discount per Share: $0.35 Proceeds to Company per Share (before expenses): $4.65 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties [to be Purchased Fxxxxxprovided] EXHIBIT A Lock-Up Agreement ________, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co2023 WestPark Capital, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx 000 X. Xxxxxx 5000 Xxx 00xx Xxxxxx, 00xx Xxxxx 4350 HoustonXxx Xxxx, Texas 77057 XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement Ladies and Gentlemen: Reference is made The undersigned understands that Westpark Capital, Inc. (the “Underwriter”) proposes to enter into an Underwriting Agreement (the Final Prospectus of JK Acquisition Corp. “Underwriting Agreement”) with Intelligent Group Limited, a British Virgin Islands company (the “JKACCompany”), dated providing for the initial public offering (the “Public Offering”) of ordinary shares, 2006 par value $0.00001 per share, of the Company (the “Shares”). To induce the Underwriter to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending one hundred and eighty days (180) days after the date of the final prospectus (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) relating to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Offering (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACLock-Up Period”), dated (1) offer, 2006 (pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, now owned by the undersigned or any affiliate of the undersigned or with respect to which the undersigned or any affiliate of the undersigned has acquired the power of disposition; the shares of common stock owned by the undersigned are hereinafter referred to as the “ProspectusLock- Up Securities”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned ; (2) enter into any swap or other arrangement that transfers to them another, in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fundwhole or in part, initially in an amount of $ for the benefit any of the Public Stockholders and that JKAC may disburse monies from economic consequences of ownership of Lock-Up Securities, whether any such transaction is to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise; (3) except as otherwise permissible under the Trust Fund only: (i) Underwriting Agreement, make any demand for or exercise any right with respect to the Public Stockholders in the event registration of the redemption of their shares or the liquidation of JKACany Lock- Up Securities; or (ii4) publicly disclose the intention to JKAC and Fxxxxxmake any offer, Bxxxx Wxxxxsale, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersignedpledge or disposition, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to enter into any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result oftransaction, swap, hedge or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or other arrangement relating to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoeverLock-Up Securities. Notwithstanding the foregoing, such waiver shall not apply and subject to any shares acquired by the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Underwriter in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Directorconnection with:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPBITNILE HOLDINGS, INC. By: /s/ Wxxxxxx X. Xxxxx Name: Jxxxx Wxxxxxx X. Xxxxxx Xxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: ALEXANDER CAPITAL, L.P. By: Name: Title: 28 /s/ Jxxxxxxx Xxxxxx Jxxxxxxx Xxxxxx Managing Director SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxAlexander Capital, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoL.P. 123,423 TOTAL 123,423 SCHEDULE 2-A Term Sheet Issuer BitNile Holdings, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.(“NILE” or the “Company”) Placement Agent Alexander Capital, L.P. a licensed broker-dealer with FINRA Security: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (“Series D Preferred Stock”) Ticker: NILE PRD (NYSE American) Principal Amount: $3,085,575 Price: $25.00/share Par Value: $25.00/share Dividend Rate: 13.00% per annum ($3.25/share) Dividend Payments: Monthly in arrears, Xxxxx 4350 Houston, Texas 77057 Gentlemenon the last day of the month ($0.2708333/share) Term/Maturity Date: Reference Series D Preferred Stock is made perpetual and has no maturity date Redemption Feature: Prior to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand date that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market three years after the initial public offering by issuance, the Company Series D Preferred Stock may be redeemed at NILE’s option, in whole or in part, at any time or from time to time, at a redemption price of its securities$25.50 per share of Series D Preferred Stock, plus any accumulated and unpaid dividends (whether or not declared) on the Series D Preferred Stock up to, but not including, the date of such redemption, upon written notice, as provided in the prospectus. Print Name On and after the date that is three years following the initial issuance, the redemption price decreases to $25.00 per share. Conversion into Common: The Preferred is not convertible into the common stock of Officer/Director Authorized Signature the Company. Confidentiality The existence of Officer/Directorthis term sheet and the individual terms and conditions are of a confidential nature and shall not be disclosed to anyone, except to the Company, the investors and their respective legal advisors SCHEDULE 2-B Written Testing-the-Waters Communications None SCHEDULE 3 Subsidiaries and Affiliates

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPKIROMIC BIOPHARMA, INC. By: /s/ Maurizio Chiriva-Internati, PhD Name: Jxxxx X. Xxxxxx Maurizio Chiriva-Internati, PhD Title: Chief Executive Officer Accepted on President and CEO Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: 28 Managing Director SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. . 919,000 187,500 Pxxxxxx Investment Company, LLC 331,000 - TOTAL 1,250,000 187,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 1,250,000 Number of Option Shares: 187,500 Public Offering Price per Share: $12.00 Underwriting Discount per Share: $0.90 Underwriting Non-accountable expense allowance per Share: $0.12 Proceeds to Company per Share (before expenses): $10.98 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties 3T-SRL Axxxxxx, Xxxxx AIM Creative LLC-Jui-Jxxx Xxxx Kxx Xxxxxxx, Kxxxxx Xxxxxxxx Arzenton, Axxxxx Xxxxx Arzenton, Luca Bxxxxxxx, Xxxxx Bxxxxxx, Xxxxxxx BCT Capital & Holdings, LLC Bxxxxxx, Xxxxxx BioVentures LLC Bxxxxxxx, Xxxxxxx Bxxxxxxxx, Xxxxxx BTE AUS Member, LLC Bxxxxxxxx, Rxxxx Xxxxxxx, Rxxxxxxxx Xxxxxxxxx, Gxxxxxxx Xxxxxxxx, Exxxxx Xxxx, Jxxxx Xxxx, Jxxxx Xxxxxx and Cxxx Nxxx Xxxxxxxxx, Jxxxxx Xxxx, Yxxxx Xxxxx, I-Ho Chiriva-Internati, Mxxxxxxx Xxxx Hx, Xxx-Xxxx Chou, Cxxxxxx Xxxx, Lxxxxxx Xxxxxx, Jxxx Xxxxxxxxx, Axxxxxx Xxxxx, Dxx Xxxxx, Exxxxxxx Xxxxxxx, Lxxx Xxxxxxx, Jxx X'Xxxxx, Mxxxxx Xxxxxxxx, Sxxxx Xxxxx, Mxxx and Cxxxx De Mxxxx, Rxxxxxx Xxxxxx, Sxxxxxx Xxxxxxx, Jxx Xxxxxxx, Jxxxxx X. and Cxxxx X. Exxxx, Xxxxxxx Exxxx, Xxxxxxxx Encap (Global) Asset Management Limited Enterprises, Qubty - Now JKTA Trust Fxxxxxxx, Xxxxxxxx Fxxxxxx, Sxxxxxx Fxxxxxxx, Xxxx A. Xxxxxxx Investment IXX, LLC Fxxxxxx, Gxxxxxxxx Xxxxxxxx, Fxxxxx Xxx, Dxx Xxxxxxxxx, Axxxxxx Xxxxxxxxxxx, Gxxx Xxxxxxx, Jxxxx Xxxxx, Kxxx Xxxxxx, Dxxxx Xxxxxx, Wxxxxxx Xxxxx Hxxxxxxxx Commercial Development, LLC Hermonat, Pxxx Xx-Xxxx Family Foundation Ho, Pxxxx Xxxxx, Pxxxx Xxxx, Rxxxxxx Xxx, Fxxxx X. Hxxx Xxx Bxx Xxx and Txxx Xxxx Qxxx Xxxxxx I.F.&D Group SRO Interactive Engineering EOOD Islam, Rafiul Sameer and Exxxxxx Xxxxxx J & D Partnership Jxxxx and Sxx Xxxxxx, Inc Jxxxxxx, Cxxx Xxxxxxx, Txxx Xxxx, Mxxxxx Xxxx, Pxxxx X. and Exxxx Xxxx, Bxxxxxx Xxxx, Jxxxxx and Sxxxxx Xxxx, Kxxxx Xxxx, Sxxxxx Xxxxxxx, Kxxxx Xxx, Dxxxx Nxxxxx Xx, Kx Xxxxxx and Hxxxx Le, My Dxxxx Lx, Xxx C and Hxxxx Tin Lxx Interests, LX Xxx, Fang-Yxxx Xxxxxxxx, Wxxxx X. Lubbock Eagle LX Xxxxxx, Rxxxxx Xxxxxx, Rxx Xxxxxxxxx, Francesco MD Mxxxxx, Mxxx Xxxxxxxx, Sxxxxx X. MxXxxxx, Jxxxx Xxxxxxx, Axxxxx Xxxxxxxxx, Lxxxxxxx Xxxxxxx, Mxxxxx Xxxxxxx, Jxx Xxxxx, Mxxxxxx Nxxxx X. Xxxxxxxx Revocable Trust Nat, Axxxxx Xxxxxx, Bxxxx WxxxxXxxxxx, Incorporated Ladenburg Txxxxxxx & CoDxxxx Xxxxxx, Lxx X. Xxxxxx, Txx Xxxxxx, Txx (Lab Manager @ KRBP) Nxxxxx, Xxxxx Xxxxx, Ixxxxx Xxxxxxxxx, Mxxxxxxx MD Paranki Investment Group LLC Pxxxxxx, Xxxxxx Peraboni, Corrado Axxxxx Xxxxxxx, Mxxxx Xxxxxxxx, Lxxxx Prevail Partners LLC Qubty Enterprises - Now JKTA Trust Radiation Oncology of the S Plains Ramnath, Rxxxxxx Xxxxxxx, Rxxxx Xxxxxx, Jxxxxx Xxxxxx, Kxxxxxx Xxxxxxxx, Lxxx Xxxxx, Jxxx X. Xxxxxx, Pxxxxxxx Xxxx, Txxx Xxxxxx, Gxxxxxxx Xxxx, Mxxx Xxxxxxxx Revocable Trust 02 28 97 Sxxxxxxxx, Xxxxx Sxxxx Xxxxx Investment LLC Sxxxxxx, Dxxxx Xxxxxx, Cxxxxxx and Bxxxxxx Sufi, Asifi Sxxxxxxxxxx, Xxxxx Xxxxx Tarpis LLC TEN-8 SRL Txxxxxx, Dxxx Xxxxxxx, Jxxxx The Revocable Trust of Lxxxx X. De la Gxxxx Xxxxxx, Jxxx Tontat, Txxx Xxxxx, Gxxxxxxxx Xx Xxxxxx, Cxxxxx Xxxxxxx, Kayley Van, Txxxx X. Wxxx, Xxxxxxxx Wxxxxxx, Xxxx and Wxxxx Xxxxx Family LX Xxxxxxxx, Sxxxx Xxxxxx, Dxxxxx X. Xxxxxx, Bxxx Xxxxxxxx, Jiang Yxxxx, Xxxxx EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF THE UNDERWRITING AGREEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO OCTOBER 15, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, OCTOBER [•]1, 2025. WARRANT TO PURCHASE COMMON STOCK KIROMIC BIOPHARMA INC. Warrant Shares: 62,500 Initial Exercise Date: October 15, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity, a division of Fordham Financial Management, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxxor its assigns (the “Holder”) is entitled, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made upon the terms and subject to the Final Prospectus limitations on exercise and the conditions hereinafter set forth, at any time on or after October 15, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date (such date, the “Termination Date”) that is [five (5)] years following the effective date of JK Acquisition Corp. the offering , but not thereafter, to subscribe for and purchase from Kiromic BioPharma, Inc., a Delaware corporation (the “JKACCompany”), dated up to 62,500 shares of Common Stock, 2006 par value [$0.001] per share, of the Company (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACWarrant Shares”), dated , 2006 (the “Prospectus”)as subject to adjustment hereunder. Capitalized terms used and not otherwise defined herein The purchase price of one share of Common Stock under this Warrant shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) be equal to the Public Stockholders Exercise Price, as defined in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. AttnSection 2(b).: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPRXXXXX PHARMACEUTICALS, INC. By: /s/ Axxxxx X. Xxxxxx Name: Jxxxx Axxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on President Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: 28 Head of Investment Banking [signature page] rxxxxx pharmaceuticals, inc. – underwriting agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. 2,127,660 212,766 TOTAL 2,127,660 212,766 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,127,660 Number of Option Shares: 212,766 Public Offering Price per Share: $2.35 Underwriting Discount per Share: $0.1645 Proceeds to Company per Share (before expenses): $2.1855 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 3 List of Lock-Up Parties ● Mxxxxxx X. Step ● Axxxxx X. Xxxxxx ● Ixx X. Xxxxxx ● Nxxx Xxxxx ● Mxxxxxx X. Xxxxx ● Pxxx X. Xxxxx ● Gxxxxx X. Xxxxxx ● Exxxx Xxxxxxxxx EXHIBIT A JK Acquisition Form of Lock-Up Agreement [●], 2000 Xxxxx Capital Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx 800 Xxxxxxx Xxxxxx, 00xx Xxxxx 4350 HoustonXxx Xxxx, Texas 77057 Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to the Final Prospectus of JK Acquisition The undersigned understands that Aegis Capital Corp. (the “JKACRepresentative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Rxxxxx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), dated , 2006 providing for the public offering (the “ProspectusPublic Offering”) of shares of common stock, par value $0.001 per share, of the Company (the “Shares”). Capitalized terms used To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and not ending 75 days after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise defined herein transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in the Public Offering or in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall have be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in the meanings assigned Public Offering or such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ a family member or trust for the benefit of the Public Stockholders and that JKAC may disburse monies from undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the Trust Fund only undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC undersigned or (ii) distributions of Lock-Up Securities to JKAC and Fxxxxxcurrent or former members, Bxxxx Wxxxxpartners, Incorporated after JKAC consummates a Business Combination. For and stockholders, subsidiaries or affiliates (as defined in consideration Rule 405 promulgated under the Securities Act of JKAC agreeing to evaluate 1933, as amended) of the undersigned or to any investment fund or other entity that controls or manages the undersigned (including, for purposes the avoidance of consummating doubt, a Business Combination fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with itsuch manager or managing member or general partner or management company as the undersigned or who shares a common investment advisor with the undersigned); (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Stock (the “Plan Shares”) or the transfer of Shares or any securities convertible into Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made within 30 days after the date of the Underwriting Agreement, and after such 30th day, if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-Up Period, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind shall include a statement in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made such report to the Final Prospectus effect that the purpose of JK Acquisition Corp. such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (“JKAC”), dated , 2006 g) the transfer of Lock-Up Securities pursuant to agreements under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities; (h) the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have establishment of a trading plan pursuant to Rule 10b5-1 under the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ Exchange Act for the benefit transfer of the Public Stockholders and Lock-Up Securities, provided that JKAC may disburse monies from the Trust Fund only: (i) to such plan does not provide for the Public Stockholders in transfer of Lock-Up Securities during the event of the redemption of their shares or the liquidation of JKAC; or Lock-Up Period and (ii) to JKAC the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the conversion of the outstanding preferred stock of the Company into Shares, provided that such Shares remain subject to the terms of this agreement; (j) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the undersigned shall use its reasonable best efforts to cause the transferee to sign and Fxxxxxdeliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, Bxxxx Wxxxxand provided further, Incorporated after JKAC consummates that any filing under Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a Business Combinationresult of such transfer shall include a statement that such transfer has occurred by operation of law; and (k) the transfer of Lock-Up Securities pursuant to a change of control of the Company; provided that in the event that the change of control is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (k) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and in consideration 13d-5 of JKAC engaging the services Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned, ’s Lock-Up Securities except in compliance with this lock-up agreement. If the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned is an officer or director of JK Acquisition Corp. the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “JKAC”friends and family” Shares that the undersigned may purchase in the Public Offering; (ii) hereby acknowledges that JKAC the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has established agreed in the Trust Fund, initially Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in an amount of $ writing to be bound by the same terms described in this lock-up agreement to the extent and for the benefit duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business CombinationOffering. The undersigned hereby agrees further understands that it does this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not have any rightexecuted by November 30, title2016, interest or claim if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of any kind in the Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to any monies an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the Trust Fund case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT B Form of Press Release RXXXXX PHARMACEUTICALS, INC. [Date] Rxxxxx Pharmaceuticals, Inc. (the “ClaimCompany”) and hereby waives any Claim it may have announced today that Aegis Capital Corp., acting as representative for the underwriters in the future as Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a result oflock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or arising out of, any negotiations, contracts after such date. This press release is not an offer or agreements with JKAC and will not seek recourse against sale of the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned securities in the public market after United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the initial public offering by United States absent registration or an exemption from registration under the Company Securities Act of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPHEPION PHARMACEUTICALS, INC. By: /s/ Rxxxxx Xxxxxx Name: Jxxxx X. Rxxxxx Xxxxxx Title: Chief Executive Officer Accepted on CEO Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Priyanka Mahajan Name: Priyanka Mahajan Title: 28 Managing Director [Signature Page] Hepion Pharmaceuticals, Inc. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxThinkEquity, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Coa division of Fordham Financial Management, Inc. Maxim Group LLC 9,666,666 44,200,000 TOTAL 44,200,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 44,200,000 Public Offering Price per Firm Share: $2.00 Underwriting Discount per Firm Share: $0.135 Proceeds to Company per Firm Share (before expenses): $1.865 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus, dated February 12, 2021 SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Rxxxxx Xxxxxx Jxxx Xxxxx Gxxx X. Xxxxx Txxxxxx Xxxxx Txxxxx X. Xxxxx Jxxx Xxxxxxxxxx Axxxxx Xxxxx Pxxxxx Wijngaard Txxx X. Xxxxx, M.D. EXHIBIT A JK Acquisition Corp. Attn.Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO AUGUST 15, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, AUGUST 15, 2026. WARRANT TO PURCHASE COMMON STOCK HEPION PHARMACEUTICALS, INC. Warrant Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx__________ Initial Exercise Date: August 15, Xxxxx 4350 Houston2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, Texas 77057 Gentlemen: Reference for value received, _____________ or its assigns (the “Holder”) is made entitled, upon the terms and subject to the Final Prospectus of JK Acquisition Corp. limitations on exercise and the conditions hereinafter set forth, at any time on or after August 15, 2021 (the “JKACInitial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four and one half years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from HEPION PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), dated up to ______ shares of Common Stock, 2006 par value $0.0001 per share, of the Company (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACWarrant Shares”), dated , 2006 (the “Prospectus”)as subject to adjustment hereunder. Capitalized terms used and not otherwise defined herein The purchase price of one share of Common Stock under this Warrant shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) be equal to the Public Stockholders Exercise Price, as defined in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. AttnSection 2(b).: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect to affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto thereafter to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. GENTIUM S.p.A.. By: Name: Jxxxx X. Xxxxxx Xx. Xxxxx Xxxx Ferro Title: President and Chief Executive Officer Accepted on the date first above written. FXXXXXMAXIM GROUP, BXXXX WXXXX, INCORPORATED LLC Acting severally on behalf of itself and as a representative one of the Representatives of the several Underwriters named in Schedule I annexed hereto By: Name: Xxxxxxxx X. Xxxxxx Title: 28 Managing Director I-BANKERS SECURITIES INCORPORATED Acting severally on behalf of itself and as one of the Representatives of the several Underwriters named in Schedule I annexed hereto By: Name: Xxxxxxx Xxxxx Title: Chief Financial Officer SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units GENTIUM, S.p.A. 2,700,000 Ordinary Shares Underwriter Number of Firm Units Underwriters Shares to be Purchased FxxxxxMaxim Group, Bxxxx Wxxxx, LLC I-Bankers Securities Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorTotal 2,700,000 31 QuickLinks

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] Intellipharmaceutics International Inc. – Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. Intellipharmaceutics International Inc. By: /s/ Xxxxx Xxxxx Name: Jxxxx X. Xxxxxx Xxxxx Xxxxx Title: Chief Executive Officer Accepted on President & COO Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named on Schedule 1 hereto: Xxxxxx Xxxxx Securities, Inc. By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: CEO On behalf of each of the Underwriters named in Schedule I annexed hereto BySCHEDULE 1 Underwriter Total Number of Units to be Purchased Xxxxxx Xxxxx Securities, Inc. 3,229,814 Total: Name: Title: 28 3,229,814 SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 2 Pricing Information Number of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. AttnShares: 3,229,814 Number of Firm Warrants: 1,614,907 Number of Option Shares: 484,472 Number of Option Warrants: 242,236 Shares underlying Warrant: one-half Common Share per Warrant Exercise price of Warrant per full Common Share: $1.93 Public Offering Price per Unit (consisting of one Firm Share and a Firm Warrant (for one-half Common Share)): $1.61 Public Offering Price per Option Share: $1.61 Public Offering Price per Option Warrant: $0.001 Underwriting Discount per Unit: $0.0966 (6% per Unit) Underwriting Discount per Option Share: $0.0966 (6% per Option Share) Underwriting Discount per Option Warrant: $0.00006 (6% per Option Warrant) SCHEDULE I Issuer Use Free Writing Prospectuses None.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPMR2 GROUP, INC. By: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: 28 Joinders The undersigned hereby join in this Agreement and agree to be bound by Sections 2.47, 5.1 and 5.3 above, acknowledging that each has or will receive material personal benefit from the transactions described herein: MARKETING ANALYSTS, LLC By: /s/ Rxxxxxx Xxxxxxx (Seal) Rxxxxxx Xxxxxxx, President /s/ Rxxxxxx Xxxxxxx Rxxxxxx Xxxxxxx /s/ Rxxxxx Xxxxxxx Rxxxxx Xxxxxxx [ISSUER] – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Coa division of Fordham Financial Management, Inc. Maxim Group LLC 9,666,666 TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxx Xxxx Twelve months Mxxxxx Xxxxxxxxx Twelve months Mxxxxxx X. France Six months Jxxx X. Xxxx Twelve months Axxxxxxxx Xxxxxx Twelve months Jxxxx Xxxxxx Twelve months Rxxxxx Xxxxxxx Twelve months Rxxxxxx Xxxxxxx Twelve months Gxxx X. Xxxxx Twelve months Rxxxxxx Xxxxxx Twelve months Exxxxx X. Xxxxxx Six months EXHIBIT A JK Acquisition Corp. AttnForm of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK MR2 GROUP, INC. Warrant Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx_______ Initial Exercise Date: ______, Xxxxx 4350 Houston2019 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, Texas 77057 Gentlemen: Reference for value received, ThinkEquity, a division of Fordham Financial Management Inc. or its assigns (the “Holder”) is made entitled, upon the terms and subject to the Final Prospectus of JK Acquisition Corp. limitations on exercise and the conditions hereinafter set forth, at any time on or after __________________, 20191 (the “JKACInitial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MR2 Group, Inc., a Nevada corporation (the “Company”), dated , 2006 up to ____________________________ shares2 (the “ProspectusWarrant Shares”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund) of common stock, initially in an amount of $ for the benefit par value $0.001 per share, of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Company (the “ClaimCommon Stock”) and hereby waives any Claim it may have in the future initially, as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoeversubject to adjustment hereunder. Print Name The purchase price of Target Business Authorized Signature one share of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made Common Stock under this Warrant shall be equal to the Final Prospectus of JK Acquisition Corp. (“JKAC”Exercise Price, as defined in Section 2(b), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPDIGITAL ALLY, INC. By: /s/ Sxxxxxx X. Xxxx Name: Jxxxx Sxxxxxx X. Xxxxxx Xxxx Title: Chairman and Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: 28 /s/ Rxxxxx X. Xxxx Rxxxxx X. Xxxx, Chief Executive Officer SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference Number of Additional Shares to be Purchased if the Over-Allotment Option is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired Fully Exercised by the undersigned in the public market after the initial public offering by the Representative Aegis Capital Corp. Total SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Option Shares: Public Offering Price per Share: Underwriting Discount per Share: Proceeds to Company of its securitiesper Share: SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Print Name of Officer/Director Authorized Signature of Officer/DirectorSCHEDULE 2-C Written Testing-the-Waters Communications None.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPHXXXXXX JXXXX LABORATORIES, INC. By: /s/ Rxxxxx Xxxxxx Name: Jxxxx X. Rxxxxx Xxxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: NETWORK 1 FINANCIAL SECURITIES, INC. By: Name: Title: 28 /s/ Dxxxx Xxxxxxxxxx Dxxxx Xxxxxxxxxx Managing Director [SIGNATURE PAGE] HXXXXXX JXXXX LABORATORIES, INC. UNDERWRITING AGREEMENT SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoMaximum Number of Option Units to be Purchased Network 1 Financial Securities, Inc. Maxim Group 900,000 135,000 The Benchmark Company, LLC 9,666,666 600,000 90,000 TOTAL 1,500,000 225,000 SCHEDULE 2-A Pricing Information Number of Firm Units: 1,500,000 Number of Option Units: 225,000 Public Offering Price per Unit: $5.00 Underwriting Discount per Unit: $0.45 Underwriting Non-accountable expense allowance per Unit: $0.05 Proceeds to Company per Unit (before expenses): $4.50 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus, dated November 8, 2017 Free Writing Prospectus, dated December 5, 2017 Free Writing Prospectus, dated March 2, 2018 Free Writing Prospectus, dated March 12, 2018 Free Writing Prospectus, dated April 24, 2018 SCHEDULE 3 List of Lock-Up Parties Rxxxxx X. Xxxxxx Wxxxxxx X. Xxxxxx Bxxxxxxx Xxxxxxxxxxx, M.D. Mxxx X. Xxxxxxxx, M.D. Sxxxx Xxxxxxx Rxxxxx X. Xxxxxxxx Rxxxxx X. Xxxxx Sxxxxx Xxxxxxxx Biodyne Holding, S.X. Xxxxxxxx Ventures Ltd. SCHEDULE 4 Subsidiaries Hxxxxxx Jxxxx Laboratories Vascular, Inc., a Delaware corporation EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx XxxxxxForm of Warrant Agreement EXHIBIT B Form of Underwriter Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Xxxxx 4350 HoustonAGREES THAT IT WILL NOT SELL, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (“JKAC”)180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) [__________] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, dated , 2006 OR (the “Prospectus”II) A BONA FIDE OFFICER OR PARTNER OF [__________] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). Capitalized terms used and not otherwise defined herein shall have THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO ____________1. VOID AFTER 5:00 P.M., EASTERN TIME, ____________2. COMMON STOCK PURCHASE WARRANT For the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust FundPurchase of ___________ Shares of Common Stock of HXXXXXX JXXXX LABORATORIES, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. AttnINC.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPPLATINUM ENERGY RESOURCES, INC. By: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Xxxx Xxxxxxxxx Chairman Accepted on the date first above written. FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto : CASIMIR CAPITAL L.P. By: NameXxxxxxx Xxxxx Chief Executive Officer CANTOR XXXXXXXXXX & CO. By: Title: 28 Xxxx Xxxxxx Global Head of Investment Banking SCHEDULE I JK ACQUISITION CORPPLATINUM ENERGY RESOURCES, INC. 9,666,666 14,400,000 Units Underwriter Number of Firm Units Underwriters to be Purchased FxxxxxCasimir Capital, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx X.X. Xxxxxx Xxxxxxxxxx & CoCo. Total 14,400,000 EXHIBIT A Platinum Energy Resources, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx 4350 HoustonXxx Xxxx, Texas 77057 XX 00000 Attn: Xxxx Xxxxxxxxx, Chairman Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. Platinum Energy Resources, Inc. (“JKACPlatinum”), dated , 2006 2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC Platinum has established the Trust Fund, initially in an amount of $ for $105,408,000 the benefit of the Public Stockholders and that JKAC Platinum may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC Platinum or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated Platinum after JKAC it consummates a Business Combination. For and in consideration of JKAC Platinum agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC Platinum and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Platinum Energy Resources, Inc. 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx 4350 HoustonXxx Xxxx, Texas 77057 XX 00000 Attn: Xxxx Xxxxxxxxx, Chairman Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. Platinum Energy Resources, Inc. (“JKACPlatinum”), dated , 2006 2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC Platinum has established the Trust Fund, initially in an amount of $ $105,408,000 for the benefit of the Public Stockholders and that JKAC Mineral may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKACPlatinum; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated Platinum after JKAC it consummates a Business Combination. For and in consideration of JKAC Platinum engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC Platinum and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Vendor Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Platinum Energy Resources, Inc. 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx 4350 HoustonXxx Xxxx, Texas 77057 XX 00000 Attn: Xxxx Xxxxxxxxx, Chairman Gentlemen: The undersigned officer or director of JK Acquisition Corp. Platinum Energy resources, Inc. (“JKACPlatinum”) hereby acknowledges that JKAC Platinum has established the Trust Fund, initially in an amount of $ $105,408,000 for the benefit of the Public Stockholders and that JKAC Platinum may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC Platinum or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated Platinum after JKAC it consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC Platinum and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securitiesmarket. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. PetroShare Corp. By: s/s Xxxxxxx X. Xxxxx Name: Jxxxx Xxxxxxx X. Xxxxxx Xxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto mentioned: Noble Financial Capital Markets By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: 28 Managing Director PetroShare Corp. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1-A Pricing Information Number of Firm Units Underwriters Shares: 4,260,000 Public Offering Price per Share: $1.00 Underwriting Discount per Share: $0.10 Proceeds to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 Company per Share (before expenses): $0.90 SCHEDULE 1-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2 List of Lock-Up Parties EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus Form of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business Representative's Warrant Agreement EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus Form of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorLock-Up Agreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPINTENSITY THERAPEUTICS, INC. By: /s/ Xxxxx X. Xxxxxx Name: Jxxxx Xxxxx X. Xxxxxx Title: President and Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a Representative of the several Underwriters named on Schedule 1 hereto: THE BENCHMARK COMPANY, LLC By: /s/ Xxxx X. Xxxxx XXX Name: Xxxx X. Xxxxx XXX Title: Senior Managing Director ACKNOWLEDGED: PRIME EXECUTIONS, INC. DBA FREEDOM CAPITAL MARKETS By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: COO Intensity Therapeutics, Inc. – Underwriting Agreement SCHEDULE 1 Underwriters Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised The Benchmark Company, LLC 1,950,000 292,500 Freedom Capital Markets 1,950,000 292,500 TOTAL 3,900,000 585,000 Sch. 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 3,900,000 Number of Option Shares: 585,000 Public Offering Price per Share: $5.00 Underwriting Discount per Share: $0.35 Proceeds to Company per Share (before expenses): $4.65 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus filed on November 24, 2021. Issuer Free Writing Prospectus filed on December 16, 2021. Issuer Free Writing Prospectus filed on January 7, 2022. Issuer Free Writing Prospectus filed on April 20, 2022. Issuer Free Writing Prospectus filed on September 20, 2022. Issuer Free Writing Prospectus filed on January 13, 2023. Issuer Free Writing Prospectus filed on February 9, 2023. Issuer Free Writing Prospectus filed on February 13, 2023. Issuer Free Writing Prospectus filed on June 1, 2023. Issuer Free Writing Prospectus filed on June 23, 2023. Sch. 2-B SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-C SCHEDULE 3 List of Lock-Up Parties Xxxxx X. Xxxxxx Xxxx Xxxxxxxxxx Xx. Xxxx Xxxxx Xx. Xxxx X. Goldberg Xxxxx X. Xxxxxx Xxxxxx Xxxxxxx LFP River West Investors, LLC – Series 21 LFP River West Investors, LLC – Series 38 Xxxxx X. Xxxxxxxxxx Revocable Trust UAD 9/11/1989 Portage Biotech Inc. VCapital Intensity, LLC BVC-Intensity LLC Sch. 3 EXHIBIT A Form of Underwriter Warrant Exhibit B Form of Lock-Up Agreement ______________, 2023 The Benchmark Company, LLC 000 Xxxx 00xx Xx, 17th Floor New York, NY 10155 Re: Intensity Therapeutics, Inc. (the “Company”) Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), or securities convertible into, exchangeable, or exercisable for Common Stock (“Securities”). The Company proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with you as representative of the Underwriters named in Schedule I annexed hereto By: Name: Title: 28 SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units Number underwriters, with respect to a public offering of Firm Units Underwriters the Company’s Common Stock and warrants to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to purchase the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 Company’s Common Stock (the “ProspectusOffering”). Capitalized terms used The undersigned acknowledges that the Offering will be of benefit to the undersigned. The undersigned also acknowledges that you and not otherwise defined herein shall have each underwriter to be named in the meanings assigned to them in Prospectus. We have read Underwriting Agreement will rely on the Prospectus representations and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit agreements of the Public Stockholders undersigned contained in this letter in connection with entering into the Underwriting Agreement and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event performing your and their obligations thereunder. In consideration of the redemption of their shares or the liquidation of JKAC or (ii) foregoing and as an inducement to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with ityou as underwriter, the undersigned hereby agrees that it does not have the undersigned will not, without your prior written consent (which consent may be withheld in your sole discretion), directly or indirectly, sell, offer to sell, contract to sell, or grant any rightoption for the sale (including without limitation any short sale), titlegrant any security interest in, interest pledge, hypothecate, hedge, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) or claim otherwise dispose of or enter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) (collectively, a “Disposition”) of any kind shares of Common Stock or any Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned, or publicly announce the undersigned’s intention to do any monies of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date one hundred and eighty (180) days following the Closing Date, as defined in the Trust Fund Underwriting Agreement, subject to adjustment as discussed below (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “ProspectusLock-up Period”). Capitalized terms used and not otherwise defined The restrictions set forth herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired the registration of the offer and sale of Common Stock as contemplated by the Underwriting Agreement and the sale of Common Stock to the Underwriters in the Offering and/or participation of the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorOffering, and shall furthermore not apply to:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPLQR HOUSE INC. By: Name: Jxxxx X. Xxxxxx Xxxx Xxxxxxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first above written. FXXXXXwritten above, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: XX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: 28 SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxXX Xxxxxx, Bxxxx Wxxxxdivision of Benchmark Investments, Incorporated Ladenburg Txxxxxxx & CoLLC 24,154,215 Westpark Capital, Inc. Maxim Group LLC 9,666,666 4,266,838 TOTAL 28,421,053 32 SCHEDULE 2 Reserved. 33 SCHEDULE 3-A Pricing Information Number of Firm Shares: 28,421,053 Public Offering Price per Firm Share: $0.19 Underwriting Discount per Firm Share: $0.00855 Proceeds to Company per Firm Share (before expenses): $0.18145 SCHEDULE 3-B Issuer General Use Free Writing Prospectuses 35 EXHIBIT A JK Acquisition Corp. AttnForm of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [____] Shares of Common Stock of LQR HOUSE INC.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION INPIXON By: Name: Title: Confirmed as of the date first written above mentioned: AEGIS CAPITAL CORP. By: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto By: Name: Title: 28 INPIXON – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1-A Pricing Information Number of Firm Units Underwriters Class A Units: [●] Number of Firm Class B Units: [●] Number of Option Class A Units: [●] Number of Option Class B Units: [●] Public Offering Price per Unit: $[●] Underwriting Discount per Unit: $[●] Underwriting Non-accountable expense allowance per Unit: $[●] Proceeds to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 Company per Unit (before expenses): $[●] SCHEDULE 1-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 1-C Written Testing-the-Waters Communications [None.] SCHEDULE 2 List of Lock-Up Parties Xxxxx Xxx Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx Xxxxxx Xxx Xxx Xxxxxxxxx Xxxxxxx Xxxxxx SyHoldings Xxxx Xxxxxx Xxxxx Xxxxxx EXHIBIT A JK Acquisition Form of Lock-Up Agreement June __, 0000 Xxxxx Capital Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx 000 Xxxxxxx Xxxxxx, 00xx Xxxxx 4350 HoustonXxx Xxxx, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used Xxx Xxxx 00000 Ladies and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition understands that Aegis Capital Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “ClaimUnderwriter”) and hereby waives any Claim it may have in proposes to enter into an Underwriting Agreement (the future as “Underwriting Agreement”) with Inpixon, a result ofNevada corporation (the “Company”), or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund providing for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by of securities of the Company (the “Public Offering”) including shares of its securities. Print Name common stock, par value $0.001 per share, of Officer/Director Authorized Signature of Officer/Directorthe Company (the “Shares”), Series 2 Convertible Preferred Stock, and Warrants (the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPINTELLICHECK MOBILISA, INC. By: /s/ Bxxx Xxxxx Name: Jxxxx X. Xxxxxx Bxxx Xxxxx Title: Chief Executive Financial Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: JXXXXX XXXXXX & CO., LLC By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: 28 Head of Investment Banking INTELLICHECK MOBILISA, INC. – UNDERWRITING AGREEMENT SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares Total Number of Firm Warrants Total Number of Option Shares Total Number of Option Warrants Jxxxxx Xxxxxx & Co., LLC 1,200,000 600,000 180,000 90,000 TOTAL 1,200,000 600,000 180,000 90,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 1,200,000 Number of Firm Warrants: 600,000 Number of Option Shares: 180,000 Number of Option Warrants: 90,000 Public Offering Price per Firm Security: $1.75 Purchase Price per Option Warrant: $0.0001 Purchase Price per Option Share: $1.6274 Underwriting Discount per Firm Security: $0.1225 Proceeds to be Purchased FxxxxxCompany per Firm Security (before expenses): $1.6275 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Vice Admiral Mxxxxxx X. Xxxxxx Lieutenant General Exxx X. Xxxxxx Majork General Jxxx X. Xxxxx Wxxxxxx X. Xxxxxxx Gxx X. Xxxxx Dx. Xxxxxxx X. Rood Bxxx Xxxxx EXHIBIT B Form of Lock-Up Agreement [Provided Separately] EXHIBIT C Form of Press Release INTELLICHECK MOBILISA, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoINC. [Date] Intellicheck Mobilisa, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “ProspectusCompany”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand ) announced today that JKAC has established the Trust FundJxxxxx Xxxxxx & Co., initially in an amount of $ LLC, acting as representative for the benefit underwriters in the Company’s recent public offering of _______ shares of the Public Stockholders Company’s common stock and that JKAC warrants, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may disburse monies from be sold on or after such date. This press release is not an offer or sale of the Trust Fund only (i) to the Public Stockholders securities in the event of the redemption of their shares United States or the liquidation of JKAC in any other jurisdiction where such offer or (ii) to JKAC sale is prohibited, and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does such securities may not have any right, title, interest be offered or claim of any kind in or to any monies sold in the Trust Fund (United States absent registration or an exemption from registration under the “Claim”) and hereby waives any Claim it may have in the future Securities Act of 1933, as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attnamended.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. EXHIBIT 1.1 If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPINDIA GLOBALIZATION CAPITAL, INC. By: Name: Jxxxx X. Xxxxxx Ram Mxxxxxx Title: Chairman and Chief Executive Officer Accepted on the date first above written. FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto INC. By: Name: Rxxxxxx X. Xxxxx Title: 28 Senior Vice-President 29 EXHIBIT 1.1 SCHEDULE I JK ACQUISITION CORPINDIA GLOBALIZATION CAPITAL, INC. 9,666,666 20,000,000 Units Number of Firm Units Underwriters Underwriter to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoInc. 20,000,000 20,000,000 EXHIBIT 1.1 EXHIBIT A India Globalization Capital, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Ram Mxxxxxx c/o Integrated Global Networks, LLC 4000 Xxxxxxxxxx Xxxxxx 5000 Xxx XxxxxxBethesda, Xxxxx 4350 Houston, Texas 77057 Maryland 20814 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. India Globalization Capital, Inc. (“JKACIGC”), dated , 2006 2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC IGC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC IGC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC IGC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated IGC after JKAC it consummates a Business Combination. For and in consideration of JKAC IGC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC IGC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT 1.1 EXHIBIT B JK Acquisition Corp. India Globalization Capital, Inc. Attn.: Jxxxx X. Ram Mxxxxxx c/o Integrated Global Networks, LLC 4000 Xxxxxxxxxx Xxxxxx 5000 Xxx XxxxxxBethesda, Xxxxx 4350 Houston, Texas 77057 Maryland 20814 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. India Globalization Capital, Inc. (“JKACIGC”), dated , 2006 2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC IGC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC IGC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKACIGC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated IGC after JKAC it consummates a Business Combination. For and in consideration of JKAC IGC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC IGC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT 1.1 EXHIBIT C JK Acquisition Corp. India Globalization Capital, Inc. Attn.: Jxxxx X. Ram Mxxxxxx c/o Integrated Global Networks, LLC 4000 Xxxxxxxxxx Xxxxxx 5000 Xxx XxxxxxBethesda, Xxxxx 4350 Houston, Texas 77057 Maryland 20814 Gentlemen: The undersigned officer or director of JK Acquisition Corp. India Globalization Capital, Inc. (“JKACIGC”) hereby acknowledges that JKAC IGC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC IGC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC IGC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated IGC after JKAC it consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC IGC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securitiesmarket. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPAMERICAN CARESOURCE HOLDINGS, INC. By: /s/ Axxx X. Xxxxxx Name: Jxxxx Axxx X. Xxxxxx Title: Interim Chief Executive Officer Accepted on Financial Officer, General Counsel, Vice President of Acquisitions and Secretary Confirmed as of the date first above written. FXXXXXwritten above, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: 28 Head of Investment Banking SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Series A Units Underwriters to be Purchased FxxxxxTotal Number of Firm Series B Units to be Purchased Number of Additional Shares and/or Additional Preferred Shares to be Purchased if Over-Allotment Option is Fully Exercised Number of Additional Warrants to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp. 9,642,857 750 1,446,428 Additional Shares and 112.5 Additional Preferred Shares (the number of Additional Shares may be increased by 1,429 Additional Shares, Bxxxx Wxxxxto the extent the number of Additional Preferred Shares is decreased by 1). 1,607,191 SCHEDULE 2-A Pricing Information Number of Firm Series A Units: 9,642,857 Number of Firm Series B Units: 750 Number of Additional Shares: 1,446,428 Additional Shares (the number of Additional Shares may be increased by 1,429 Additional Shares, Incorporated Ladenburg Txxxxxxx & Coto the extent the number of Additional Preferred Shares is decreased by 1) Number of Additional Preferred Shares: 112.5 Number of Additional Warrants: 1,607,191 Public Offering Price per Firm Series A Unit: $0.70 Underwriting Discount per Firm Series A Unit: $0.049 Public Offering Price per Firm Series B Unit: $1,000.00 Underwriting Discount per Firm Series B Unit: $70.00 Proceeds to Company per Firm Series A Unit (before expenses): $0.651 Proceeds to Company per Firm Series B Unit (before expenses): $930.00 Underwriting Non-accountable expense allowance per Firm Series A Unit: $0.007 Underwriting Non-accountable expense allowance per Firm Series B Unit: $10.00 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free writing prospectuses filed with the SEC on October 21, Inc. Maxim Group LLC 9,666,666 2015 and November 25, 2015 SCHEDULE 2-X Xxxxxxx Xxxxxxx-xxx-Xxxxxx Xxxxxxxxxxxxxx Xxxx SCHEDULE 3 List of Lock-Up Parties Jxxx Xxxxxxxxx Nxxxxx Xxxxxxx Jxxxx X. Xxxx Axxx X. Xxxxxx Exxxxx X. Xxxxxx Mxxx X. Xxxx Mxxxxxx X. Xxxxxx Gxxxxxxx X. Xxxxxx EXHIBIT A JK Acquisition Form of Lock-Up Agreement [_________] Aegis Capital Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx 800 Xxxxxxx Xxxxxx, 00xx Xxxxx 4350 HoustonXxx Xxxx, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used Xxx Xxxx 00000 Ladies and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition understands that Aegis Capital Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “ClaimRepresentative”) and hereby waives any Claim it may have in proposes to enter into an Underwriting Agreement (the future as “Underwriting Agreement ”) with American CareSource Holdings, Inc., a result ofDelaware corporation (the “Company”), or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund providing for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after offering (the initial public offering by “Public Offering”) of equity securities of the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorCompany.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPHONGLI GROUP INC. By: /s/ Xxx Xxx Name: Jxxxx X. Xxxxxx Xxx Xxx Title: Chief Executive Officer Accepted on and Chairman Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named on Schedule 1 hereto: XX XXXXXX, division of Benchmark Investments, LLC By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Supervisory Principal Hongli Group Inc. – Underwriting Agreement EXHIBIT A Form of Lock-Up Agreement Lock-Up Agreement [__, 2023] XX XXXXXX, division of Benchmark Investments, LLC as Representative of the Underwriters named in Schedule I annexed hereto By: Name: Title: 28 SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units Number of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx 000 Xxxxxxx Xxxxxx, 00xx Xxxxx 4350 HoustonNew York, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used New York 10022 Ladies and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director understands that XX Xxxxxx, division of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust FundBenchmark Investments, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund LLC (the “ClaimRepresentative”) and hereby waives any Claim it may have in proposes to enter into an Underwriting Agreement (the future as “Underwriting Agreement”) with Hongli Group Inc., a result ofCayman Islands corporation (the “Company”), or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund providing for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after offering (the initial public offering by “Public Offering”) of ordinary shares, par value $0.0001 per share, of the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director(the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. By: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto By: Name: Title: 28 SCHEDULE I JK ACQUISITION CORP. 9,666,666 10,000,000 Units Number of Firm Units Underwriters Underwriter to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securitiesmarket. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION AFFINITY MEDIA INTERNATIONAL CORP. By: Name: Jxxxx X. Xxxxxx Xxxx Title: Chief Executive Officer President Accepted on the date first above written. FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto MAXIM GROUP LLC By: Name: Title: 28 SCHEDULE I JK ACQUISITION A AFFINITY MEDIA INTERNATIONAL CORP. 9,666,666 2,750,000 Units Underwriter Number of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 2,750,000 EXHIBIT A JK Acquisition Form of Target Business Letter Affinity Media International Corp. Attn00000 Xxxxxxxx Xxxx.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston0000 Xxx Xxxxxxx, Texas 77057 XX 00000 Attn: Xxxxxx Xxxx, President Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. Affinity Media International Corp, (“JKACAIC”), dated _______, 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC AIC has established the Trust Fund, initially in an amount of $ at least $16,500,000 for the benefit of the Public Stockholders and that JKAC the underwriters of AIC’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, AIC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC AIC or (ii) to JKAC AIC and Fxxxxx, Bxxxx Wxxxx, Incorporated the Underwriters after JKAC it consummates a Business Combination. For and in consideration of JKAC AIC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC AIC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Form of Vendor Letter Affinity Media International Corp. Attn00000 Xxxxxxxx Xxxx.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston0000 Xxx Xxxxxxx, Texas 77057 XX 00000 Attn: Xxxxxx Xxxx, President Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Affinity Media International Corp. (“JKACAIC”), dated _________, 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC AIC has established the Trust Fund, initially in an amount of $ at least $16,500,000 for the benefit of the Public Stockholders and that JKAC the underwriters of AIC’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, AIC may disburse monies from the Trust Fund only: only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; AIC or (ii) to JKAC AIC and Fxxxxx, Bxxxx Wxxxx, Incorporated the Underwriters after JKAC it consummates a Business Combination. For and in consideration of JKAC engaging AIC agreeing to evaluate the services undersigned for purposes of the undersignedconsummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC AIC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Vendor Authorized Signature of Lender Vendor EXHIBIT C JK Acquisition Form of Director/Officer Letter Affinity Media International Corp. Attn00000 Xxxxxxxx Xxxx.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston0000 Xxx Xxxxxxx, Texas 77057 XX 00000 Attn: Xxxxxx Xxxx, President Gentlemen: The undersigned officer or director of JK Acquisition Affinity Media International Corp. (“JKACAIC”) hereby acknowledges that JKAC AIC has established the Trust Fund, initially in an amount of $ at least $16,500,000 for the benefit of the Public Stockholders and the underwriters of AIC’s initial public offering (the “Underwriters”) and that JKAC AIC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC AIC or (ii) to JKAC AIC and Fxxxxx, Bxxxx Wxxxx, Incorporated the Underwriters after JKAC it consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC AIC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securitiesmarket. Print Name of Officer/Director Authorized Signature of Officer/DirectorDirector EXHIBIT D Issuer-Represented General Free Writing Prospectus

Waiver, etc. The failure of any of the parties hereto to at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect to affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto thereafter to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. GENTIUM S.p.A. By: Name: Jxxxx X. Xxxxxx Xx. Xxxxx Xxxx Ferro Title: President and Chief Executive Officer Accepted on the date first above written. FXXXXXMAXIM GROUP, BXXXX WXXXX, INCORPORATED LLC Acting severally on behalf of itself and as a representative one of the Representatives of the several Underwriters named in Schedule I annexed hereto By: Name: Xxxxxxxx X. Xxxxxx Title: 28 Managing Director I-BANKERS SECURITIES INCORPORATED Acting severally on behalf of itself and as one of the Representatives of the several Underwriters named in Schedule I annexed hereto By: Name: Xxxxxxx Xxxxx Title: Chief Financial Officer 31 SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units GENTIUM, S.p.A. 2,700,000 American Depositary Shares Representing 2,700,000 Ordinary Shares Underwriter Number of Firm Units Underwriters ADSs to be Purchased FxxxxxMaxim Group, Bxxxx Wxxxx, LLC I-Bankers Securities Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorTotal 2,700,000 32 QuickLinks Exhibit 1.1

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. SYNALLOY CORPORATION By: /s/ Xxxxx X. Xxxx Name: Jxxxx Xxxxx X. Xxxxxx Xxxx Title: President and Chief Executive Officer Accepted on Confirmed as of the date first above written. FXXXXXwritten above, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representatives of the several Underwriters named on Schedule 1 hereto: STERNE, AGEE & XXXXX, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Head of Investment Banking Division BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Sterne, Agee & Xxxxx, Inc. 1,000,000 BB&T Capital Markets, a division of BB&T Securities, LLC 1,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Additional Shares: 300,000 Public Offering Price per Share: $15.75 Proceeds to Company per Share (before expenses): $14.88375 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses That certain Free Writing Prospectus filed with the Commission on September 13, 2013. SCHEDULE 3 List of Lock-Up Parties Xxxxx Xxxx Xxxxxxx Xxxxxxxxx Xxxxx X. Xxx Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Xxxxx X. Xxxxx, Xx. Xxxxxxx X. Xxxxxxxxx X. Xxxxx Xxxxxxxxxx Xxxxxx X. Xxxxxx EXHIBIT A Form of Lock-Up Agreement [—], 2013 Sterne, Agee & Xxxxx, Inc. BB&T Capital Markets, a division of BB&T Securities, LLC c/o Sterne, Agee & Xxxxx, Inc. As Representatives of the several Underwriters named in Schedule I annexed hereto By: Name: Title: 28 SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units Number of Firm Units Underwriters to be Purchased Fxxxxxthe Underwriting Agreement c/o 000 Xxxxxx Xxxxx Xxxxxxx – Xxxxx 000 Xxxxxxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used Xxxxxxx 00000 Ladies and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director understands that Sterne, Agee & Xxxxx, Inc. and BB&T Capital Markets, Inc., a division of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust FundBB&T Securities, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund LLC (the “ClaimRepresentatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) and hereby waives any Claim it may have in with Synalloy Corporation, Inc., a Delaware corporation (the future as a result of“Company”), or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund providing for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after offering (the initial public offering by “Public Offering”) of shares of common stock (the “Common Stock”), par value $1.00 per share, of the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director(the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPFG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Name: Jxxxx Hxxxxx X. Xxxxxx Xxxxx Title: Chief Executive Officer Accepted on CFO Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY LLC By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: 28 Managing Director, Head of Equity Syndicate FG Financial Group, Inc. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC 9,666,666 EXHIBIT 2,750,000 412,500 TOTAL 2,750,000 412,500 Sch. 1-1 SCHEDULE 2-A JK Acquisition Corp. Attn.Pricing Information Number of Firm Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen2,750,000 Number of Option Shares: Reference is made 412,500 Public Offering Price per Share: $1.58 Underwriting Discount per Share: $0.1106 Proceeds to the Final Prospectus of JK Acquisition Corp. Company per Share (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by underwriting discount and before expenses): $1.4694 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus filed with the Company SEC on June 8, 2022 SCHEDULE 3 List of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorLock-Up Parties Directors

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Placement Agent and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPNANO DIMENSION LTD. By: /s/ Xxxx Xxxxxxx Name: Jxxxx X. Xxxxxx Xxxx Xxxxxxx Title: Chief Executive Financial Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned: THINKEQUITY A Division of Fordham Financial Management, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto Inc. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: 28 Head of Investment Banking SCHEDULE I JK ACQUISITION CORP1 List of Lock-Up Parties Xxxx Xxxxxxx Xxxxx Xxxxxxx-Fried Xxxx Xxxx Xxxxx Xxxxx Xxxx Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxx Xxxxx Xxxx Xxxxx Xxxx Xxxxxxx Xx. 9,666,666 Units Number of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 Xxxx Xxxxxx Xxx Xxxxx EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx XxxxxxForm of Securities Purchase Agreement SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this” Agreement”) is dated as of May 20, Xxxxx 4350 Houston2020, Texas 77057 Gentlemen: Reference is made to between Nano Dimension Ltd., a company organized under the Final Prospectus laws of JK Acquisition Corp. Israel (“JKACthe” Company”), dated and each purchaser identified on the signature pages hereto (each, 2006 (including its successors and assigns, a “Purchaser” and collectively the “ProspectusPurchasers”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPASPENBIO PHARMA, INC. By: /s/ Xxxxxxx XxXxxxxxx Name: Jxxxx X. Xxxxxx Xxxxxxx XxXxxxxxx Title: Chief Executive Financial Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: 28 Senior Managing Director, Investment Banking SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxAegis Capital Corp. 6,100,000 TOTAL 6,100,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 6,100,000 Number of Option Shares: 915,000 Public Offering Price per Share: $2.00 Underwriting Discount per Share: $0.14 Underwriting Non-accountable expense allowance per Share: $0.02 Proceeds to Company per Share (before expenses): $1.84 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus filed on May 30, Bxxxx Wxxxx2012 SCHEDULE 3 List of Lock-Up Parties Name Position Xxxxxxx X. Xxxxx Chief Executive Officer and President and a Director Xxxx X. Xxxxxxxxxx Non-Executive Chair of the Board Xxxxx X. Xxxxxxxx Director Xxxxxxx X. Xxxxxx Ph.D. Director Xxxx X. Xxxxxx Director Xxxxxxx X. Xxxxxx Director Xxxxxxx X. Xxxxx Vice President and a Director Xxxx X. Ratain, Incorporated Ladenburg Txxxxxxx & CoM.D. Director Xxxxx X. Xxxxx Director Xxxxxxx X. XxXxxxxxx Chief Financial Officer and Secretary Xxx Xxxx Senior Vice President and Chief Commercial Officer Xxxx X. Xxxxxx Vice President, Inc. Maxim Group LLC 9,666,666 Marketing and Business Development (Former) EXHIBIT A JK Acquisition Corp. AttnForm of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO JUNE 19, 2013. VOID AFTER 5:00 P.M., EASTERN TIME, JUNE 19, 2017. COMMON STOCK PURCHASE WARRANT For the Purchase of 305,000 Shares of Common Stock of ASPENBIO PHARMA, INC.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPDIGITAL BRANDS GROUP, INC. By: /s/ Hil Dxxxx Name: Jxxxx X. Xxxxxx Hil Dxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: /s/ Sxx Xxxxxxxxxx Name: Sxx Xxxxxxxxxx Title: 28 Supervisory Principal DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares and Accompanying Firm Warrants to be Purchased FxxxxxNumber of Additional Option Shares and Accompanying Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Codivision of Benchmark Investments, Inc. Maxim Group 2,404,639 361,445 Westpark Capital LLC 9,666,666 EXHIBIT 5,000 0 TOTAL 2,409,639 361,445 SCHEDULE 2-A JK Acquisition Corp. Attn.Pricing Information Number of Firm Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx2,409,639 Number of Firm Warrants: 2,409,639 Number of Option Shares: 361,445 Number of Option Warrants: 361,445 Public Offering Price per Firm Share and Firm Warrant: $4.15 Public Offering Price per Option Share and Option Warrant: $4.15 Underwriting Discount per Firm Share and Firm Warrant: $0.33 Underwriting Discount per Option Share and Option Warrant: $0.33 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $3.82 Proceeds to Company per Option Share and Option Warrant (before expenses): $3.82 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus 2021 SCHEDULE 3 List of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorLock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ARPEGGIO ACQUISITION CORP. CORPORATION By: _________________________________ Name: Jxxxx Xxxx X. Xxxxxx Xxxxxxxxx Title: Chief Executive Officer Chairman of the Board Accepted on the date first above written. FXXXXXEARLYBIRDCAPITAL, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: 28 Managing Director SCHEDULE I JK ARPEGGIO ACQUISITION CORP. 9,666,666 Units CORPORATION 5,000,000 UNITS Number of Firm Units Underwriters Underwriter to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co----------- --------------- EarlyBirdCapital, Inc. Maxim Group LLC 9,666,666 5,000,000 EXHIBIT A JK TO UNDERWRITING AGREEMENT Arpeggio Acquisition Corp. Attn.: Jxxxx X. Corporation 00 Xxxx 00xx Xxxxxx 5000 00xx Xxxxx Xxx XxxxxxXxxx, Xxxxx 4350 Houston, Texas 77057 Xxx Xxxx 00000 Gentlemen: Reference is made to the Final Prospectus of JK Arpeggio Acquisition Corp. Corporation (“JKAC”"Company"), dated ______________, 2006 2004 (the “"Prospectus”"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC the Company has established the Trust Fund, initially in an amount of $ $__________ for the benefit of the Public Stockholders and that JKAC the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC the Company or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated the Company after JKAC it consummates a Business Combination. For and in consideration of JKAC the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “"Claim”") and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC the Company and will not seek recourse against the Trust Fund for any reason whatsoever. --------------------------------------- Print Name of Target Business --------------------------------------- Authorized Signature of Target Business EXHIBIT B JK TO UNDERWRITING AGREEMENT Arpeggio Acquisition Corp. Attn.: Jxxxx X. Corporation 00 Xxxx 00xx Xxxxxx 5000 00xx Xxxxx Xxx XxxxxxXxxx, Xxxxx 4350 Houston, Texas 77057 Xxx Xxxx 00000 Gentlemen: Reference is made to the Final Prospectus of JK Arpeggio Acquisition Corp. Corporation (“JKAC”"Company"), dated __________, 2006 2004 (the “"Prospectus”"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC the Company has established the Trust Fund, initially in an amount of $ $_______________ for the benefit of the Public Stockholders and that JKAC the Company may disburse monies from the Trust Fund only: only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; the Company or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated the Company after JKAC it consummates a Business Combination. For and in consideration of JKAC the Company engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “"Claim”") and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC the Company and will not seek recourse against the Trust Fund for any reason whatsoever. ---------------------------------- Print Name of Lender Vendor ---------------------------------- Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorVendor

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPINTELLICHECK MOBILISA, INC. By: /s/ Xxxxxx Xxxxxx Name: Jxxxx X. Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: 28 Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx XxxxxxForm of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Xxxxx 4350 HoustonAGREES THAT IT WILL NOT SELL, Texas 77057 Gentlemen: Reference is made to TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Final Prospectus Purchase of JK Acquisition Corp. (“JKAC”)[_____] Shares of Common Stock of Intellicheck Mobilisa, dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorInc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. Know Labs, Inc. By: /s/ Xxxxxx X. Xxxxxxxx Name: Jxxxx Xxxxxx X. Xxxxxx Xxxxxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representatives of the several Underwriters named in on Schedule I annexed hereto 1 hereto: Boustead Securities, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: 28 Chief Executive Officer The Benchmark Company, LLC By: /s/ Xxxx X. Xxxxx XXX Name: Xxxx X. Xxxxx XXX Title: Senior Managing Director SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, Bxxxx WxxxxLLC 14,000,000 2,100,000 The Benchmark Company 14,000,000 2,100,000 TOTAL 28,000,000 4,200,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 28,000,000 Number of Option Shares: 4,200,000 Public Offering Price per Firm Share: $0.25 Public Offering Price per Option Share: $0.25 Underwriting Discount per Firm Share: $0.0175 Underwriting Discount per Option Share: $0.0175 Non-accountable Expense Allowance per Firm Share: $0.0025 Non-accountable Expense Allowance per Option Share: $0.0025 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus filed September 20, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 2023. EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx Form of Representatives’ Warrant EXHIBIT B Form of Lock-Up Agreement Lock-Up Agreement September ______, 2023 Boustead Securities, LLC 0 Xxxxxxx, Xxxxx 000 Irvine, CA 92618 The Benchmark Company LLC 000 X. Xxxxxx 5000 Xxx 00xx Xxxxxx, Xxxxx 4350 Houston17th floor New York, Texas 77057 NY 10155 As Representatives of the several Underwriters named on Schedule 1 of the Underwriting Agreement Ladies and Gentlemen: Reference is made to the Final Prospectus The undersigned, a holder of JK Acquisition Corp. common stock, par value $0.001 (“JKACCommon Stock”), dated or rights to acquire Common Stock, 2006 of Know Labs, Inc. (the “ProspectusCompany”) understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) by the several Underwriters named a schedule to the Underwriting Agreement (the “Underwriters”), of shares of Common Stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to them in Prospectus. We have read enter into the Prospectus Underwriting Agreement and understand that JKAC has established to proceed with the Trust FundPublic Offering of the Securities, initially in an amount and for other good and valuable consideration receipt of $ which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Public Stockholders Company, you and that JKAC may disburse monies from the Trust Fund only (i) to other Underwriters that, without the Public Stockholders in the event prior written consent of the redemption Representatives on behalf of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with itUnderwriters, the undersigned hereby agrees that it does not have any rightwill not, title, interest or claim during the period commencing on the date hereof and ending six months after the date of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 final prospectus (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) relating to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Offering (the “ClaimLock-Up Period”), (1) and hereby waives any Claim it may have in the future as a result offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or arising out ofindirectly, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out ofCommon Stock, any negotiationssecurities convertible into or exercisable or exchangeable for Common Stock, contracts whether now owned or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the public market after economic consequences of ownership of the initial public offering Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the Company registration of its securities. Print Name of Officer/Director Authorized Signature of Officer/Directorany Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. NRX Pharmaceuticals, Inc. By: /s/ Jxxxxxxx Xxxxxx Name: Jxxxx X. Jxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on Chairman Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: EX XXXXXX LLC By: /s/ Sxx Xxxxxxxxxx Name: Sxx Xxxxxxxxxx Title: 28 Supervisory Principal SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoTotal Number of Firm Pre-Funded Warrants to be Purchased Number of Option Shares and/or Option Pre-Funded Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative EX Xxxxxx LLC 602,000 0 91,050 WestPark Capital, Inc. Maxim Group LLC 9,666,666 EXHIBIT 5,000 0 0 TOTAL 607,000 0 91,050 Sch. 1 SCHEDULE 2-A JK Acquisition Corp. Attn.Pricing Information Number of Firm Shares: Jxxxx 607,000 Number of Firm Pre-Funded Warrants: 0 Number of Option Shares: 91,050 Public Offering Price per Share: $3.30 Public Offering Price per Pre-Funded Warrant: $3.299 Underwriting Discount per Share: $0.264 Underwriting Discount per Pre-Funded Warrant: N/A Underwriting non-accountable expense allowance per Share: $0.033 Underwriting non-accountable expense allowance per Pre-Funded Warrant: N/A Proceeds to Company per Share (before expenses): $3.003 Proceeds to Company per Pre-Funded Warrant (before expenses): N/A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Sxxxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorXxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPHEAT BIOLOGICS, INC. By: /s/ Jxxxxxx Xxxx Name: Jxxxx X. Xxxxxx Jxxxxxx Xxxx Title: Chief Executive Officer Accepted on Chairman, CEO Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Head of Investment Banking [SIGNATURE PAGE] HEAT BIOLOGICS, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Aegis Capital Corp. 5,813,950 872,093 TOTAL 5,813,950 872,093 SCHEDULE 2-A Pricing Information Number of Firm Shares: 5,813,950 Number of Option Shares: 872,093 Public Offering Price per Share: $0.43 Underwriting Discount per Share: $0.0301 Proceeds to Company per Share (before expenses): $0.3999 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Axx Xxxxx, M.B.A. Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Aristar Capital (f/k/a Brightline Ventures III, LLC) Orion Holdings V, LLC Seed-One Holdings VI, LLC EXHIBIT A Form of Lock-Up Agreement November [•], 2000 Xxxxx Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp., as Representative of the several underwriters (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule I annexed hereto By: Name: Title: 28 SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units Number of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 Underwriting Agreement (the “ProspectusUnderwriters”) of shares of common stock, par value $0.0002 per share, of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders set forth in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. AttnUnderwriting Agreement.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-non- compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-non- compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Company and the CompanyRepresentative, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. ByCOMPANY: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto INTELLIGENT GROUP LIMITED By: Name: Title: 28 Date: REPRESENTATIVE: WESTPARK CAPITAL, INC. By: Name: Xxxxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Date: SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriters WestPark Capital, Inc. SCHEDULE 2-A Pricing Information Number of Firm Units Underwriters Shares: 1,875,000 Number of Option Shares: 281,250 Public Offering Price per Share: $4.00 Underwriting Discount per Share: $0.28 Proceeds to be Purchased FxxxxxCompany per Share (before expenses): $3.72 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free writing prospectus, Bxxxx Wxxxxdated February 2, Incorporated Ladenburg Txxxxxxx & Co2024, and filed with the Commission on February 6, 2024 SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Xxx Xxx Man Xxx Hin Xxxx Xxxx Xxxxxx Xxxx Xxxx Tat Che Xxxxxxxxx Xxx Xxxxx Xxxx Xx Xxxx Xxxxx Xxxx Man EXHIBIT A Lock-Up Agreement ________, 2024 WestPark Capital, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx 000 X. Xxxxxx 5000 Xxx 00xx Xxxxxx, Xxxxx 4350 Houston17th Floor New York, Texas 77057 NY 10155 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement Ladies and Gentlemen: Reference is made The undersigned understands that Westpark Capital, Inc. (the “Underwriter”) proposes to enter into an Underwriting Agreement (the Final Prospectus of JK Acquisition Corp. “Underwriting Agreement”) with Intelligent Group Limited, a British Virgin Islands company (the “JKACCompany”), dated providing for the initial public offering (the “Public Offering”) of ordinary shares, 2006 par value $0.00001 per share, of the Company (the “Shares”). To induce the Underwriter to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending ____ days (___) days after the date of the final prospectus (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) relating to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Offering (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACLock-Up Period”), dated (1) offer, 2006 (pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, now owned by the undersigned or any affiliate of the undersigned or with respect to which the undersigned or any affiliate of the undersigned has acquired the power of disposition; the shares of common stock owned by the undersigned are hereinafter referred to as the “ProspectusLock- Up Securities”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned ; (2) enter into any swap or other arrangement that transfers to them another, in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fundwhole or in part, initially in an amount of $ for the benefit any of the Public Stockholders and that JKAC may disburse monies from economic consequences of ownership of Lock-Up Securities, whether any such transaction is to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise; (3) except as otherwise permissible under the Trust Fund only: (i) Underwriting Agreement, make any demand for or exercise any right with respect to the Public Stockholders in the event registration of the redemption of their shares or the liquidation of JKACany Lock- Up Securities; or (ii4) publicly disclose the intention to JKAC and Fxxxxxmake any offer, Bxxxx Wxxxxsale, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersignedpledge or disposition, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to enter into any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result oftransaction, swap, hedge or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or other arrangement relating to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoeverLock-Up Securities. Notwithstanding the foregoing, such waiver shall not apply and subject to any shares acquired by the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Underwriter in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Directorconnection with:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPHEAT BIOLOGICS, INC. By: /s/ Jxxxxxx Xxxx Name: Jxxxx X. Xxxxxx Jxxxxxx Xxxx Title: Chief Executive Officer Accepted on Chairman, CEO Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Txxxxx X. Xxxxxxx Name: Txxxxx Xxxxxxx Title: Managing Director, Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative A.G.P./Alliance Global Partners 8,000,000 4,000,000 1,200,000 600,000 TOTAL 8,000,000 4,000,000 1,200,000 600,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 8,000,000 Number of Firm Warrants: 4,000,000 Number of Option Shares: 1,200,000 Number of Option Warrants: 600,000 Public Offering Price per Firm Share: $1.49 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $1.65 Underwriting Discount per Firm Share: $0.1043 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $1.3857 Proceeds to Company per Firm Warrant (before expenses): $0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Axx Xxxxx, M.B.A. Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Aristar Capital (f/k/a Brightline Ventures III, LLC) Orion Holdings V, LLC Seed-One Holdings VI, LLC Sch. 3-1 EXHIBIT A Form of Lock-Up Agreement [•], 2018 Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule I annexed hereto By: Name: Title: 28 SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units Number of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 Underwriting Agreement (the “ProspectusUnderwriters”) of shares of common stock, par value $0.0002 per share, of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders set forth in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. AttnUnderwriting Agreement.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPPIEDMONT LITHIUM LTD. By: /s/ Xxxxx X. Xxxxxxxx Name: Jxxxx Xxxxx X. Xxxxxx Xxxxxxxx Title: President and Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: 28 Head of Investment Banking SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative ThinkEquity, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Coa division of Fordham Financial Management, Inc. Maxim Group 1,440,000 212,000 Loop Capital Markets LLC 9,666,666 360,000 53,000 TOTAL 1,800,000 265,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 1,800,000 Number of Option Shares: 265,000 Public Offering Price per ADS: $6.30 Underwriting Discount per ADS: $0.42525 Proceeds to Company per ADS (before expenses): $5.87475 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses 1. Free Writing Prospectus dated June 8, 2020 Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Xxxxx X. Xxxxxxxx Xxx Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxx X. Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxxxxx Xxxxx Sch. 3-1 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Form of Lock-Up Agreement June 9, 2020 ThinkEquity A Division of Fordham Financial Management, Inc. 00 Xxxxx Xxxxxx, Xxxxx 4350 Houston00xx Xx Xxx Xxxx, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used XX 00000 Ladies and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director understands that ThinkEquity, a division of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust FundFordham Financial Management, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and FxxxxxInc., Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “ClaimRepresentative”) and hereby waives any Claim it may have in proposes to enter into an Underwriting Agreement (the future as “Underwriting Agreement”) with Piedmont Lithium Ltd., a result ofcompany organized under the laws of the Commonwealth of Australia (the “Company”), or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund providing for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after offering (the initial public offering by “Public Offering”) of American Depositary Shares (the Company “ADSs”) representing ordinary shares, no par value per share (the “Ordinary Shares” and collectively with the ADSs, “Shares” of its securities. Print Name of Officer/Director Authorized Signature of Officer/Directorthe Company).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPTIVIC HEALTH SYSTEMS, INC. By: /s/ Jxxxxxxx Xxxxx Name: Jxxxx X. Xxxxxx Jxxxxxxx Xxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY LLC By: /s/ Pxxxxxxx Xxxxxxx Name: Pxxxxxxx Xxxxxxx Title: 28 Managing Director Signature Page to Tivic Health Systems, Inc. – Underwriting Agreement] SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC 9,666,666 20,000,000 3,000,000 TOTAL 20,000,000 3,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Option Shares: 3,000,000 Public Offering Price per Firm Share/Option Share: $0.25 Underwriting Discount per Firm Share/Option Share: $0.0175 Proceeds to Company per Firm Share/Option Share (before expenses): $0.2325 Non-accountable expense allowance per Firm Share: $0.0025 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business [RESERVED] EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus Form of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender Representative’s Warrant EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director Form of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount Lock-Up Agreement EXHIBIT D Form of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorPress Release

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPCITIUS PHARMACEUTICALS, INC. By: /s/ Xxxxx X. Xxxxxxxx Name: Jxxxx Xxxxx X. Xxxxxx Xxxxxxxx Title: Chief Executive Officer Accepted on CEO Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: 28 Head of Investment Banking SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxTotal Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 1,153,938 1,153,938 173,090 173,090 Xxxxxx Xxxxx Securities, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT Inc 494,546 494,546 74,182 74,182 TOTAL 1,648,484 1,648,484 247,272 247,272 SCHEDULE 2-A JK Acquisition Corp. AttnPricing Information Number of Firm Shares: 1,648,484 Number of Firm Warrants: 1,648,484 Number of Option Shares: 247,272 Number of Option Warrants: 247,272 Warrant Exercise Price: $ 4.125 Public Offering Price per Firm Share: $ 4.125 Underwriting Discount per Firm Share: $ 0.28875 Underwriting Non-accountable expense allowance per Firm Share: $ 0.04125 Proceeds to Company per Firm Share (before non-accountable expenses): $ 3.83625 SCHEDULE 2-B Issuer Free Writing Prospectus [None.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, ] SCHEDULE 3 List of Lock-Up Parties Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxxxxx Xxxxxxx Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorXxxxx Xxxxx Xxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPHARBOR CUSTOM DEVELOPMENT, INC. By: /s/ Sxxxxxxx Xxxxxxx Name: Jxxxx X. Xxxxxx Sxxxxxxx Xxxxxxx Title: President and Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the Underwriters named in on Schedule I annexed hereto 1 hereto: ThinkEquity A Division of Fordham Financial Management, Inc. By: /s/ Priyanka Mahajan Name: Priyanka Mahajan Title: 28 Managing Director, Investment Banking [Signature Page] Harbor Custom Development, Inc. – Uhnderwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, Bxxxx Wxxxxa Division of Fordham Financial Management, Incorporated Ladenburg Inc 1,512,700 226,906 Aegis Capital Corp 254,000 38,100 TOTAL 1,766,700 265,005 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 1,766,700 Number of Option Shares: 265,005 Public Offering Price per Share: $6.00 Underwriting Discount per Share: $ 0.42 Underwriting Non-accountable expense allowance per Share: $0.06 Proceeds to Company per Share (before expenses): $5.52 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses ● Issuer Free Writing Prospectus, dated June 12, 2020 (Registration No. 333-237507) SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Sxxxxxxx Xxxxxxx Rxxxxxx Xxxxxxxxx Axxxx Xxxxx Rxxx Xxxxxx Lxxxx Xxxxx Rxxxxx X. Xxxxxx Mxxx Xxxxx Sxxxx Xxxxxxxx Jxxx Xxxxxx Dxxxx Xxxxxx Lxxxx Xxxxxxx Mxxx Xxxxxxx Mxxxxxx Xxxxxxx Wxxxxxx Xxxxxxxx Lxxx Xxxx Txx X’Xxxxxxxx Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 Xxxxxxx Axxxxx Xxxxxxx Jxxxxxxx Xxxxxxxxx Sxxxx Xxxxxx Jxxx Xxxxxxxxxxx Sxxxx Xxxxxxxx Dxxx Xxxxxx EXHIBIT A JK Acquisition Corp. Attn.Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO _____________, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, _________________, 2025. WARRANT TO PURCHASE COMMON STOCK HARBOR CUSTOM DEVELOPMENT, INC. Warrant Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx_______ Initial Exercise Date: ______, Xxxxx 4350 Houston2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, Texas 77057 Gentlemen: Reference for value received, _____________ or its assigns (the “Holder”) is made entitled, upon the terms and subject to the Final Prospectus of JK Acquisition Corp. limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the “JKACInitial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Harbor Custom Development, Inc., a Washington corporation (the “Company”), dated up to ______ shares of Common Stock, 2006 no par value per share, of the Company (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACWarrant Shares”), dated , 2006 (the “Prospectus”)as subject to adjustment hereunder. Capitalized terms used and not otherwise defined herein The purchase price of one share of Common Stock under this Warrant shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) be equal to the Public Stockholders Exercise Price, as defined in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. AttnSection 2(b).: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPFAT BRANDS INC. By: /s/ Axxxxx Xxxxxxxxxx Name: Jxxxx X. Xxxxxx Axxxxx Xxxxxxxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: 28 Head of Investment Banking SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxTotal Number of Firm Warrants to be Purchased Number of Optional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Optional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Coa division of Fordham Financial Management, Inc. Maxim 360,000 1,800,000 54,000 270,000 TOTAL 360,000 1,800,000 54,000 270,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 360,000 Number of Firm Warrants: 1,800,000 Number of Option Shares: 54,000 Number of Option Warrants: 270,000 Public Offering Price per one Share and five Warrants: $25 Underwriting Discount per one Share and five Warrants: $2 Proceeds to Company per one Share and five Warrants (before expenses): $23 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus filed with the Securities and Exchange Commission on June 25, 2020. Free Writing Prospectus filed with the Securities and Exchange Commission on July 13, 2020. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Fog Cutter Capital Group LLC 9,666,666 Inc. Rxxxxxx Xxxxxxxxxx Rxx Xxx Gxxxx Xxxxxxxxx Sxxxxx Jxxxxx Dxxxxx Xxxxxxxxx Axxxxx Xxxxxxxxxx Exxxxx Xxxxx Jxxxx Xxxxxxxxx EXHIBIT A.1 Form of Representative’s Warrant Agreement (8.25% Series B Cumulative Preferred Stock) THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A JK Acquisition Corp. AttnPERIOD OF THREE HUNDRED AND SIXTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 360 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE 8.25% SERIES B CUMULATIVE PREFERRED STOCK FAT BRANDS INC. Warrant Securities: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx_______ 8.25% Series B Cumulative Preferred Stock Initial Exercise Date: ______, Xxxxx 4350 Houston2021 THIS WARRANT TO PURCHASE 8.25% SERIES B CUMULATIVE PREFERRED STOCK (the “Warrant”) certifies that, Texas 77057 Gentlemen: Reference for value received, _____________ or its assigns (the “Holder”) is made entitled, upon the terms and subject to the Final Prospectus of JK Acquisition Corp. limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the “JKACInitial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from FAT Brands Inc., a Delaware corporation (the “Company”), dated up to ______ shares of 8.25% Series B Cumulative Preferred Stock, 2006 (the par value $0.0001 per share(the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKACWarrant Securities”), dated , 2006 (the “Prospectus”)as subject to adjustment hereunder. Capitalized terms used and not otherwise defined herein The purchase price of one share of Series B Preferred under this Warrant shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) be equal to the Public Stockholders Exercise Price, as defined in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. AttnSection 2(b).: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPPUYI INC. By: Name: Jxxxx X. Xxxxxx Yu Haifeng Title: Chief Executive Officer Officer, Director Accepted on the date first above written. FXXXXXNETWORK 1 FINANCIAL SECURITIES, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto INC. By: Name: Xxxxx Xxxxxxxxxx Title: 28 SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units Number of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoManaging Director EXHIBIT A Lock-Up Agreement [date] Network 1 Financial Securities, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. 0 Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 HoustonXxxxxxxxx Xxx Xxxx, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used XX 00000 Ladies and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges understands that JKAC has established the Trust FundNetwork 1 Financial Securities, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Inc. (the “ClaimUnderwriter”) and hereby waives any Claim it may have proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Puyi Inc., a Cayman Islands exempted limited liability company (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriter named in the future as a result ofUnderwriting Agreement of minimum of [number] and maximum of [number] American Depositary Shares (“ADSs”) representing [number] and [number] ordinary shares (“Securities,”) respectively, or arising out ofpar value $0.001 per share, any negotiations, contracts or agreements with JKAC and will not seek recourse against of the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorCompany.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPSEELOS THERAPEUTICS, INC. By: /s/ Rxx Xxxxx, Ph.D. Name: Jxxxx X. Xxxxxx Rxx Xxxxx, Ph.D. Title: President and Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: TITAN PARTNERS GROUP LLC, A DIVISION OF AMERICAN CAPITAL PARTNERS, LLC By: /s/ Sxxxxx Xxxxxxxx Name: Sxxxxx Xxxxxxxx Title: Authorized Representative SCHEDULE 1 Underwriter(s) Number of Firm Shares to be Purchased Number of Pre- funded Warrants to be Purchased Number of Common Warrants to be Purchased Titan Partners Group, LLC 1,781,934 2,422,612 4,204,546 TOTAL 1,781,934 2,422,612 4,204,546 SCHEDULE 2-A Pricing Information Number of Firm Shares: 1,781,934 Number of Pre-funded Warrants: 2,422,612 Number of Common Warrants: 4,204,546 Public Offering Price per Firm Share and accompanying Common Warrant: $1.32 Public Offering Price per Pre-funded Warrant and accompanying Common Warrant: $1.319 Underwriting Discount per Share and accompanying Common Warrant: $0.0924 Underwriting Discount per Pre-funded Warrant and accompanying Common Warrant: $0.0923 Proceeds to Company per Firm Share and accompanying Common Warrant (before expenses): $2,352,153 Proceeds to Company per Pre-funded Warrant and accompanying Common Warrant (before expenses): $3,195,425 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-C SCHEDULE 3 List of Lock-Up Parties Name Position Rxx Xxxxx, Ph.D. Chief Executive Officer, Chairman of the Board Mxxxxxx Xxxxxxxxxxxx Chief Financial Officer Mxxxxxxx Xxxxxxxxxx Member of the Board of Directors Bxxxx Xxxx, Ph.D. Member of the Board of Directors Dxxxxx X. X’Xxxxxx Member of the Board of Directors Rxxxxxx Xxxxxx Member of the Board of Directors EXHIBIT C Form of Lock-Up Agreement November 28, 2023 Titan Partners Group, LLC, a division of American Capital Partners, LLC 4 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, New York, NY 10007 Ladies and Gentlemen: The undersigned understands that Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Representative”), as representative of the Underwriters several underwriters named in Schedule I annexed hereto By: Name: Title: 28 SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units Number of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to therein (the Final Prospectus of JK Acquisition Corp. (“JKACUnderwriters”), dated , 2006 proposes to enter into an Underwriting Agreement (the “ProspectusUnderwriting Agreement”) with Seelos Therapeutics, Inc., a corporation formed under the laws of the State of Nevada (the “Company”), providing for the proposed public offering (the “Public Offering”) of shares of common stock, par value $0.001 per share, of the Company (the “Shares”). Capitalized terms used To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative the undersigned will not, during the period commencing on the date hereof and ending on the date that is the earlier of (a) forty-five (45) days after the date of this Agreement or (b) the date on which the closing price of the Company’s Common Stock on the Exchange is at or above 300% of the public offering price per Firm Share (subject to adjustments for stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations or similar transactions after the date of this Agreement) (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift or gifts; (c) transfers by will, other testamentary document, intestate succession to the legal representative, heir, beneficiary or a family member of the undersigned; (d) transfers to a family member or trust for the direct or indirect benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not otherwise defined herein shall have more remote than first cousin); (e) transfers of Lock-Up Securities to a charity or educational institution or as a charitable contribution; (f) transfers for bona fide estate planning purposes; (g) if the meanings assigned undersigned, directly or indirectly, controls, or is, a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to them in Prospectus. We have read any shareholder, partner or member of, or owner of similar equity interests in, the Prospectus and understand that JKAC has established undersigned, as the Trust Fundcase may be; (h) transfers to any corporation, initially in an amount partnership, limited liability company, or other business entity all of $ the equity holders of which consist of the undersigned and/or a family member of the undersigned; (i) transfer to any trust for the benefit of the Public Stockholders undersigned or the immediate family of the undersigned; (j) transfers by operation of law, including, but not limited to, pursuant to a qualified domestic order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the undersigned or any of the undersigned’s properties or assets, or in connection with a domestic order, divorce settlement, divorce decree or separation agreement; (k) transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction for the transfer of Shares, options, warrants, convertible securities or other rights to acquire Shares, that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock the result of which is that JKAC may disburse monies from any “person” (as defined in Section 13(d)(3) of the Trust Fund only Exchange Act), or group of persons, becomes the beneficial owner (ias defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of total voting power of the voting stock of the Company or the surviving entity; (l) transfers to satisfy tax withholding obligations of the undersigned in connection with the vesting or exercise of equity awards by the undersigned, or pursuant to a net exercise or cashless exercise (to satisfy exercise price or related withholding obligations) by the undersigned of outstanding equity awards, provided that any Shares acquired upon the net exercise or cashless exercise of equity awards described in this clause shall be subject to the Public Stockholders restrictions set forth in this lock-up agreement; and (m) transfers to the Company in connection with the termination of employment or other termination of a service provider whereby the Company has the option to repurchase such shares or securities; provided that in the event case of any transfer pursuant to the foregoing clauses (g), (k) or (l) (A) any such transfer shall not involve a disposition for value, (B) each transferee shall sign and deliver to the Representative a signed lock-up agreement substantially in the form of this lock-up agreement and (C) no filing under Section 16(a) of the redemption Exchange Act shall be required or shall be voluntarily made. The undersigned also agrees and consents to the entry of their shares stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. No provision in this agreement shall be deemed to restrict or prohibit the liquidation of JKAC exercise, exchange or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate conversion by the undersigned of any securities exercisable or exchangeable for purposes of consummating a Business Combination with itor convertible into Shares, as applicable; provided that the undersigned hereby agrees that it does not have transfer the Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any right, title, interest time (other than the entry into or claim modification of such a plan in such a manner as to cause the sale of any kind in or to any monies in Lock-Up Securities within the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”Lock-Up Period). Capitalized terms used The undersigned understands that the Company and not otherwise defined herein shall have the meanings assigned to them Representative are relying upon this lock-up agreement in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit proceeding toward consummation of the Public Stockholders Offering. The undersigned further understands that this lock-up agreement is irrevocable and that JKAC shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. This lock-up Agreement may disburse monies from be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the Trust Fund only: U.S. federal ESIGN Act of 2000, e.g., wxx.xxxxxxxx.xxx or wxx.xxxxxxxx.xxx) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. The undersigned understands that, if the Underwriting Agreement is not executed by [*], or if the Underwriting Agreement (iother than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. This lock-up agreement may not be amended or otherwise modified in any respect without the written consent of each of the Representative and the undersigned. This lock-up agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the Public Stockholders in the event principles of the redemption conflict of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combinationlaws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this lock-up agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Underwriting Agreement and agrees that it does not have any right, title, interest or claim such service shall constitute good and sufficient service of any kind in or to any monies in the Trust Fund (the “Claim”) process and notice thereof. The undersigned hereby waives any Claim it may have right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this lock-up agreement does not intend to create any relationship between the undersigned and any Underwriting and that no Underwriter is entitled to cast any votes on the matters herein contemplated and that no issuance or sale of any Shares in the future as a result ofPublic Offering is created or intended by virtue of this lock-up agreement. Very truly yours, or arising out of(Name - Please Print) (Signature) (Name of Signatory, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after case of entities - Please Print) (Title of Signatory, in the initial public offering by the Company case of its securities. Print Name of Officer/Director Authorized Signature of Officer/Directorentities - Please Print) Address:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION TONIX PHARMACEUTICALS HOLDING CORP. By: /s/ SXXX XXXXXXXX Name: Jxxxx X. Xxxxxx Sxxx Xxxxxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: AEGIS CAPITAL CORP. By: /s/ DXXXX XXXXXX Name: Dxxxx Xxxxxx Title: 28 Head of Investment Banking [Signature Page] Tonix – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoNumber of Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Aegis Capital Corp. 1,620,000 243,000 Dxxxxx Xxxxx Securities, Inc. Maxim Group LLC 9,666,666 EXHIBIT 180,000 27,000 TOTAL 1,800,000 270,000 SCHEDULE 2-A JK Acquisition Corp. Attn.Pricing Information Number of Firm Shares: Jxxxx 1,800,000 Number of Option Shares: 270,000 Public Offering Price per Share: $4.45 Underwriting Discount per Share: $0.3115 Proceeds to Company per Share (before expenses): $4.1385 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 3 List of Lock-Up Parties Sxxx Xxxxxxxx Gxxxxxx X. Xxxxxxxx Bxxxxxx Xxxxxxx Sxxxxx Xxxxxxxx Pxxxxxx X. Xxxxx Dxxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Exxxxx Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus Cxxxxxx X. Xxxxxx Jxxx Xxxxxx Sxxxxx Xxxx EXHIBIT C Form of JK Acquisition Corp. (“JKAC”), dated , 2006 Press Release [COMPANY] [Date] [COMPANY] (the “ProspectusCompany”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand ) announced today that JKAC has established the Trust FundAegis Capital Corp., initially in an amount of $ acting as representative for the benefit underwriters in the Company’s recent public offering of _______ shares of the Public Stockholders Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and that JKAC the shares may disburse monies from be sold on or after such date. This press release is not an offer or sale of the Trust Fund only (i) to the Public Stockholders securities in the event of the redemption of their shares United States or the liquidation of JKAC in any other jurisdiction where such offer or (ii) to JKAC sale is prohibited, and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does such securities may not have any right, title, interest be offered or claim of any kind in or to any monies sold in the Trust Fund (United States absent registration or an exemption from registration under the “Claim”) and hereby waives any Claim it may have in the future Securities Act of 1933, as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attnamended.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP1847 XXXXXXXX INC. By: /s/ Xxxxxxx X. Xxxxx Name: Jxxxx Xxxxxxx X. Xxxxxx Xxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: 28 Managing Director, Head of Equity Syndicate 1847 XXXXXXXX INC. – UNDERWRITING AGREEMENT SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters to be Purchased FxxxxxShares Total Number of Firm Warrants Total Number of Option Shares Total Number of Option Warrants ThinkEquity, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Coa division of Fordham Financial Management, Inc. Maxim Group LLC 9,666,666 91,111,111 91,111,111 2,000,000 2,000,000 TOTAL 91,111,111 91,111,111 2,000,000 2,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 91,111,111 Number of Firm Warrants 91,111,111 Number of Option Shares: 2,000,000 Number of Option Warrants: 2,000,000 Purchase Price per Option Share: $2.0832 Purchase Price per Option Warrant: $0.0093 Public Offering Price per Firm Security: $2.25 Underwriting Discount per Firm Security: $0.1575 Proceeds to Company per Firm Security (before expenses): $2.0925 SCHEDULE 2-B SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxx The 2020 Xxxxxx Xxxxxxx Trust The 2020 Xxxx Xxxxxxx Trust EXHIBIT B Lock-Up Agreement [●], 2021 ThinkEquity A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Division of Fordham Financial Management, Inc. 00 Xxxxx Xxxxxx, 00xx Xxxxx 4350 HoustonXxx Xxxx, Texas 77057 XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: Reference is made to The undersigned understands that ThinkEquity, a Division of Fordham Financial Management, Inc. (the Final Prospectus of JK Acquisition Corp. (“JKACRepresentative”), dated , 2006 proposes to enter into an Underwriting Agreement (the “ProspectusUnderwriting Agreement”) with 1847 Xxxxxxxx Inc., a Delaware corporation (the “Company”), providing for a public offering (the “Public Offering”) of shares of common stock, par value $0.0001 per share (the “Common Stock”) and warrant to purchase shares of Common Stock of the Company (the “Securities”). Capitalized terms used To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and not ending 90 days after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise defined herein transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall have the meanings assigned be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ a family member or trust for the benefit of the Public Stockholders and that JKAC may disburse monies from undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the Trust Fund only undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC undersigned or (ii) distributions of Lock-Up Securities to JKAC and Fxxxxxmembers, Bxxxx Wxxxxpartners, Incorporated after JKAC consummates a Business Combination. For and stockholders, subsidiaries or affiliates (as defined in consideration Rule 405 promulgated under the Securities Act of JKAC agreeing to evaluate 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c), (d) or (e), (i) any such transfer shall not involve a disposition for purposes value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of consummating this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a Business Combination vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with itsuch vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within [90] days after the date of the Underwriting Agreement, and after such [90]th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned hereby agrees shall include a statement in such schedule or report to the effect that it does not have any rightthe purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, titleprovided further, interest or claim that the Plan Shares shall be subject to the terms of any kind in or this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to any monies agreements described in the Trust Fund (Pricing Prospectus under which the “Claim”) and hereby waives any Claim it may have in Company has the future as option to repurchase such securities or a result of, or arising out of, any negotiations, contracts or agreements right of first refusal with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made respect to the Final Prospectus transfer of JK Acquisition Corp. such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (“JKAC”), dated , 2006 (h) the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have establishment of a trading plan pursuant to Rule 10b5-1 under the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ Exchange Act for the benefit transfer of the Public Stockholders and Lock-Up Securities, provided that JKAC may disburse monies from the Trust Fund only: (i) to such plan does not provide for the Public Stockholders in transfer of Lock-Up Securities during the event of the redemption of their shares or the liquidation of JKAC; or Lock-Up Period and (ii) to JKAC the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and Fxxxxxdeliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, Bxxxx Wxxxxand provided further, Incorporated that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after JKAC consummates a Business Combinationthe closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and in consideration 13d-5 of JKAC engaging the services Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the Lock-Up Period, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or will give notice thereof to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC Company and will not seek recourse against consummate any such transaction or take any such action unless it has received written confirmation from the Trust Fund for any reason whatsoeverCompany that the Lock-Up Period has expired. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The If the undersigned is an officer or director of JK Acquisition Corp. the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “JKAC”friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) hereby acknowledges that JKAC the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has established agreed in the Trust Fund, initially Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in an amount of $ writing to be bound by the same terms described in this lock-up agreement to the extent and for the benefit duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business CombinationOffering. The undersigned hereby agrees further understands that it does this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not have any rightexecuted by June 30, title2021, interest or claim if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of any kind in the Securities to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to any monies an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the Trust Fund case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT C Form of Press Release 1847 XXXXXXXX INC. [Date] 1847 Xxxxxxxx Inc. (the “ClaimCompany”) and hereby waives any Claim it may have announced today that ThinkEquity, a division of Fordham Financial Management, Inc., acting as representative for the underwriters in the future as Company’s recent public offering of shares of the Company’s common stock, is [waiving] [releasing] a result oflock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or arising out of, any negotiations, contracts after such date. This press release is not an offer or agreements with JKAC and will not seek recourse against sale of the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned securities in the public market after United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the initial public offering by United States absent registration or an exemption from registration under the Company Securities Act of its securities1933, as amended. Print Name EXHIBIT D Form of Officer/Director Authorized Signature Opinion of Officer/DirectorCounsel

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPVISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. By: /s/ Xx. Xxxxxx Xxxxxx Name: Jxxxx X. Xx. Xxxxxx Xxxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first above written. FXXXXXwritten above, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: XXXXXX XXXXX CAPITAL, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: 28 Chief Executive Officer 30 VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC.. – UNDERWRITING AGREEMENT SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Xxxxxx Xxxxx Capital, Bxxxx WxxxxLLC 250,000 Valuable Capital Limited 4,000,000 - TOTAL 4,250,000 SCHEDULE 3-A Pricing Information Number of Firm Shares: 4,250,000 Number of Option Shares: [●] Public Offering Price per Firm Share: $4.00 Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Share: $0.31 Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): $3.69 Proceeds to Company per Option Share (before expenses): $[●] SCHEDULE 3-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus filed with the SEC on May 6, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 2022 and linked to here: xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/0001892274/000168316822003256/visionary_fwp.htm SCHEDULE 4 List of Lock-Up Parties Name Lock-Up Period in Days Xx. Xxxxxx Xxxxxx 365 Xxx Xxxx 365 Xx. Xxxxx Xxxx 365 Xxx Bun (Xxx) Xxxx 365 Dr. Zaiyi Liao 365 Yongzhi (Xxx) Xxxxx 365 Xxxxxxxxx Xxxxx X. Milliken 365 J. Xxxxx Xxxxx 365 Xx. Xxxxxxx Xxx 365 Xxxx Xxx 365 Xxxxxx Xxxxxxx 365 Xxxxxx x’Xxxxxxxxx 365 Xxxx Xxxx 365 Xxxxx Xxx 365 Qiaosha He 365 Xxxxxxxx Xx 180 Xxx Xxx 180 EXHIBIT A JK Acquisition Corp. Attn.Form of Lock-Up Agreement May 16, 2022 Xxxxxx Xxxxx Capital, LLC 00 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Jxxxx X. Xx. Xxxxx Xxx Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Xxxxxx Ladies and Gentlemen: Reference This Lock-Up Agreement (this “Agreement”) is made being delivered to Xxxxxx Xxxxx Capital, LLC (the Final Prospectus of JK Acquisition Corp. “Underwriter”) in connection with the proposed Underwriting Agreement (the “JKACUnderwriting Agreement”) between Visionary Education Technology Holdings Group Inc. an Ontario business corporation (the “Company”), dated and the Underwriter, 2006 relating to the proposed public offering (the “ProspectusOffering”) of common shares, no par value per share (the “Common Shares”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders Company. In order to induce the Underwriter to continue its efforts in connection with the Offering, and in light of the benefits that JKAC may disburse monies from the Trust Fund only offering of the Common Shares will confer upon the undersigned in its capacity as a shareholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is 365 days after the commencement date of the trading of the Common Shares (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Underwriter, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, or announce the intention to otherwise dispose of, any Common Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Common Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for Common Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Shares. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC Company occurs, or (ii) prior to JKAC and Fxxxxxthe expiration of the Lock-Up Period, Bxxxx Wxxxxthe Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, Incorporated after JKAC consummates a Business Combinationthe restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in writing, such extension. For and in consideration of JKAC agreeing to evaluate If the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust FundCompany, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to Underwriter agrees that, at least three business days before the Public Stockholders in the event effective date of any release or waiver of the redemption foregoing restrictions in connection with a transfer of their shares Common Shares, Underwriter will notify the Company of the impending release or the liquidation of JKAC or waiver, and (ii) the Company has agreed in the Underwriting Agreement to JKAC and Fxxxxxannounce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Underwriter hereunder to any such officer or director shall only be effective two business days after the publication date of such press release; provided, Bxxxx Wxxxx, Incorporated after JKAC consummates that such press release is not a Business Combinationcondition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-Up Period. The undersigned hereby agrees provisions of this paragraph will also not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that it does not have any right, title, interest or claim such terms remain in effect at the time of any kind in or to any monies such transfer. The restrictions set forth in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver immediately preceding paragraph shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Directorto

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. . Very truly yours, JK FLATWORLD ACQUISITION CORP. By: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. FXXXXXXXXXXX & XXXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto LLC By: Name: Title: 28 SCHEDULE I JK FLATWORLD ACQUISITION CORP. 9,666,666 Units 2,000,000 UNITS Underwriter Number of Firm Units Underwriters to be Purchased FxxxxxXxxxxx & Xxxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoLLC EarlyBirdCapital, Inc. Maxim Group LLC 9,666,666 Ladenburg Xxxxxxxx & Co. Inc. EXHIBIT A JK FORM OF TARGET BUSINESS LETTER FlatWorld Acquisition Corp. Palm Grove House, Palm Grove Park Road Town, Tortola British Virgin Islands VG1110 Attn.: Jxxxx Xxxxxxx X. Xxxxxx 5000 Xxx XxxxxxXxxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: President and Chief Financial Officer Reference is made to the Final Prospectus of JK FlatWorld Acquisition Corp. (the “JKACCOMPANY”), dated __________, 2006 2010 (the “ProspectusPROSPECTUS”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC the Company has established the Trust Fund, initially in an amount of $ $20,400,000 for the benefit of the Public Stockholders Shareholders and that JKAC the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for up to 100% of the interest earned on the amounts held in the Trust Fund and any amounts necessary to purchase up to 15% of the Ordinary Shares sold in the Offering, the Company may disburse monies from the Trust Fund only only: (i) to the Public Stockholders Shareholders in the event of the redemption of their shares or the liquidation of JKAC the Company; or (ii) to JKAC the Company and Fxxxxx, Bxxxx Wxxxx, Incorporated the Underwriters after JKAC consummates consummation of a Business CombinationTransaction. For and in consideration of JKAC the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination Transaction with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “ClaimCLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK FORM OF VENDOR LETTER FlatWorld Acquisition Corp. Palm Grove House, Palm Grove Park Road Town, Tortola British Virgin Islands VG1110 Attn.: Jxxxx Xxxxxxx X. Xxxxxx 5000 Xxx XxxxxxXxxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: President and Chief Financial Officer Reference is made to the Final Prospectus of JK FlatWorld Acquisition Corp. (the “JKACCOMPANY”), dated __________, 2006 2010 (the “ProspectusPROSPECTUS”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that JKAC the Company has established the Trust Fund, initially in an amount of $ $20,400,000 for the benefit of the Public Stockholders Shareholders and that JKAC the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for up to 100% of the interest earned on the amounts held in the Trust Fund and any amounts necessary to purchase up to 15% of the Ordinary Shares sold in the Offering, the Company may disburse monies from the Trust Fund only: (i) to the Public Stockholders Shareholders in the event of the redemption of their shares or the liquidation of JKACthe Company; or (ii) to JKAC the Company and Fxxxxx, Bxxxx Wxxxx, Incorporated the Underwriters after JKAC consummates consummation of a Business CombinationTransaction. For and in consideration of JKAC the Company engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “ClaimCLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Vendor Authorized Signature of Lender Vendor EXHIBIT C JK FORM OF DIRECTOR/OFFICER LETTER FlatWorld Acquisition Corp. Palm Grove House, Palm Grove Park Road Town, Tortola British Virgin Islands VG1110 Attn.: Jxxxx Xxxxxxx X. Xxxxxx 5000 Xxx XxxxxxXxxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: President and Chief Financial Officer The undersigned officer or director of JK FlatWorld Acquisition Corp. (the “JKACCOMPANY”) hereby acknowledges that JKAC the Company has established the Trust Fund, initially in an amount of $ $20,400,000 for the benefit of the Public Stockholders Shareholders and that JKAC the underwriters (the “Underwriters”) of the Company’s initial public offering (the “IPO”) and that, except for up to 100% of the interest earned on the amounts held in the Trust Fund and any amounts necessary to purchase up to 15% of the Ordinary Shares sold in the Offering, the Company may disburse monies from the Trust Fund only only: (i) to the Public Stockholders Shareholders in the event of the redemption of their shares or the liquidation of JKAC the Company; or (ii) to JKAC the Company and Fxxxxx, Bxxxx Wxxxx, Incorporated the Underwriters after JKAC consummates consummation of a Business CombinationTransaction. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “ClaimCLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to the shares underlying the units acquired by the undersigned or any of its affiliates in the IPO and any shares subsequently acquired by the undersigned in the public market after the initial public offering by the Company of its securitiesmarket. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usagreement. Very truly yours, JK SHERMEN WSC ACQUISITION CORP. By: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written: CIBC WORLD MARKETS CORP. FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto By: Name: Title: 28 CRT CAPITAL GROUP LLC By: Name: Title: SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units Number 2.17.4 All Company directors, officers and beneficial owners of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 Company stock that have NASD affiliations [None.] EXHIBIT A JK FORM OF OPINION OF COMPANY COUNSEL EXHIBIT B Shermen WSC Acquisition Corp. Attn.: Jxxxx X. 0000 Xxxxxx 5000 xx xxx Xxxxxxxx Xxxxx 000 Xxx XxxxxxXxxx, Xxxxx 4350 Houston, Texas 77057 XX 00000 Gentlemen: Reference is made to the Final Prospectus of JK Shermen WSC Acquisition Corp. (the “JKACCompany”), dated , 2006 2007 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that JKAC the Company has established the trust account at Xxxxxx Brothers Inc. maintained by Continental Stock Transfer & Trust Fund(the “Trust Account”), initially in an the amount of $ $119,400,000, for the benefit of the Public Stockholders and that JKAC the Company may disburse monies from the Trust Fund Account only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC the Company or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated the Company after JKAC it consummates a an initial Business Combination. For and in consideration of JKAC the Company agreeing to evaluate the undersigned for purposes of consummating a an initial Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC the Company and will not seek recourse against the Trust Fund Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK C Shermen WSC Acquisition Corp. Attn.: Jxxxx X. 0000 Xxxxxx 5000 xx xxx Xxxxxxxx Xxxxx 000 Xxx XxxxxxXxxx, Xxxxx 4350 Houston, Texas 77057 XX 00000 Gentlemen: Reference is made to the Final Prospectus of JK Shermen WSC Acquisition Corp. (the “JKACCompany”), dated , 2006 2007 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that JKAC the Company has established the trust account at Xxxxxx Brothers Inc. maintained by Continental Stock Transfer & Trust Fund(the “Trust Account”), initially in an the amount of $ $119,400,000, for the benefit of the Public Stockholders and that JKAC the Company may disburse monies from the Trust Fund only: Account only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; the Company or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated the Company after JKAC it consummates a an initial Business Combination. For and in consideration of JKAC the Company engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC the Company and will not seek recourse against the Trust Fund Account for any reason whatsoever. Print Name of Vendor/Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of OfficerVendor/Director Authorized Signature of Officer/DirectorLender

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. Elephant Oil Corp. By: /s/ Name: Jxxxx X. Xxxxxx Xxxxxxx Xxxxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: SPARTAN CAPITAL SECURITIES, LLC By: Name: Title: 28 If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Elephant Oil Corp. By: Name: Xxxxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: SPARTAN CAPITAL SECURITIES, LLC By: /s/ Name: Title: SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters to be Purchased FxxxxxNumber of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised Spartan Capital Securities, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT TOTAL SCHEDULE 2-A JK Acquisition Corp. Attn.Pricing Information Number of Firm Units: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 GentlemenNumber of Option Units: Reference is made Public Offering Price per Firm Unit: $ Public Offering Price per Option Unit: $ Underwriting Discount per Firm Unit: $ Underwriting Discount per Option Unit: $ Proceeds to the Final Prospectus Company per Firm Unit (before expenses): $ Proceeds to Company per Option Unit (before expenses): $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. 38 SCHEDULE 3 List of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorLock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION FLORA GROWTH CORP. By: /s/ Xxxx Xxxxxxx Name: Jxxxx X. Xxxxxx Xxxx Xxxxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: 28 Managing Director, Investment Banking SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Securities to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference Number of Option Shares to be Purchased if the Over-Allotment Option is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired Fully Exercised by the undersigned in Representative Number of Option Warrants to be Purchased if the public market after the initial public offering Over-Allotment Option is Fully Exercised by the Representative A.G.P./Alliance Global Partners 6,000,000 900,000 450,000 BMO Xxxxxxx Xxxxx Inc. 2,000,000 300,000 150,000 Xxxx Capital Partners, LLC 2,000,000 300,000 150,000 TOTAL 10,000,000 1,500,000 750,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 10,000,000 Number of Firm Warrants: 5,000,000 Number of Option Shares: 1,500,000 Number of Option Warrants: 750,000 Public Offering Price per Unit: $3.00 Firm Warrant Exercise Price: $3.75 Underwriting Discount per Unit: $0.21 Proceeds to Company per Unit (before expenses): $2.79 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 3 List of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorLock-Up Parties Xxxx Xxxxxxx Xxx Xxxxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPINTELLICHECK MOBILISA, INC. By: /s/ Nxxxxx Xxxxxx, PhD Name: Jxxxx X. Xxxxxx Nxxxxx Xxxxxx, PhD Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: 28 Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 7,780,000 1,167,000 TOTAL 7,780,000 1,167,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 7,780,000 Number of Option Shares: 1,167,000 Public Offering Price per Share: $0.45 Underwriting Discount per Share: $0.0315 Underwriting Non-accountable expense allowance per Share: $0.0045 Proceeds to Company per Share (before expenses): $0.4185 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Nxxxxx Xxxxxx Bxxxxx Xxxxxx Mxxxxxx Xxxxxx Exxx Xxxxxx Gxx Xxxxx Bxxx Xxxxx Rxxxxxx Xxxxx Sch. 3-1 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx XxxxxxForm of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Xxxxx 4350 HoustonAGREES THAT IT WILL NOT SELL, Texas 77057 Gentlemen: Reference is made to TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Final Prospectus Purchase of JK Acquisition Corp. (“JKAC”)[_____] Shares of Common Stock of Intellicheck Mobilisa, dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorInc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon the understanding between acceptance hereof by you this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK GLOBAL LOGISTICS ACQUISITION CORP. CORPORATION By: Name: Jxxxx Gxxxxxx X. Xxxxxx Xxxxx Title: President and Chief Executive Officer Accepted on as of the date first above written. FXXXXXhereof at Richmond, BXXXX WXXXXVirginia: BB&T CAPITAL MARKETS, INCORPORATED Acting A Division of Sxxxx & Sxxxxxxxxxxx, Inc., By: BB&T CAPITAL MARKETS, a Division of Sxxxx & Sxxxxxxxxxxx, Inc., on behalf of itself and as a representative each of the Underwriters named in Schedule I annexed hereto By: Name: Title: 28 SCHEDULE I JK GLOBAL LOGISTICS ACQUISITION CORP. 9,666,666 CORPORATION 10,000,000 Units Number of Firm Units Underwriters Underwriter to be Purchased FxxxxxBB&T Capital Markets, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx a Division of Sxxxx & CoSxxxxxxxxxxx, Inc. Maxim Group LLC 9,666,666 EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx EarlyBirdCapital, Inc. Bxxxx Xxxxxx, Xxxxx 4350 HoustonCarret & Co., Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorLLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPCO-DIAGNOSTICS, INC. By: Name: Jxxxx /s/ Xxxxxx X. Xxxx Xxxxxx Title: X. Xxxx President and Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representatives of the several Underwriters named in on Schedule I annexed hereto 1 hereto: WALLACHBETH CAPITAL, LLC By: Name/s/ Xxxxxx Xxxxx Xxxxxx Xxxxx Chief Compliance Officer NETWORK 1 FINANCIAL SECURITIES, INC. By: Title: 28 /s/ Xxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxxx Managing Director CO-DIAGNOSTICS, INC. – UNDERWRITING AGREEMENT SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxNumber of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised WallachBeth Capital, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & CoLLC 574,266 75,000 Network 1 Financial Securities, Inc. Maxim Group 30,000 26,780 ViewTrade Securities, Inc. 574,266 75,000 TOTAL 1,178,532 176,780 41 SCHEDULE 2-A Pricing Information Number of Firm Shares: 1,178,532 Number of Option Shares: 176,780 Public Offering Price per Share: $6.00 Underwriting Discount per Share: $0.54 Underwriting Non-accountable expense allowance per Share: $0.06 Proceeds to Company per Share (before expenses): $5.40 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Xxxxxx X. Xxxx Xxxxx Xxxxxxxxxxx Xxxx X Xxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx Legends Capital Group, LLC 9,666,666 Reagents, LLC 43 SCHEDULE 4 Subsidiaries and Affiliates DNA Logix, Inc. Xxxx Rapid Response, Inc. EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx XxxxxxForm of Representatives’ Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Xxxxx 4350 HoustonAGREES THAT IT WILL NOT SELL, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (“JKAC”)180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) [__________] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, dated , 2006 OR (the “Prospectus”II) A BONA FIDE OFFICER OR PARTNER OF [__________] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). Capitalized terms used and not otherwise defined herein shall have THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [_____] [DATE THAT IS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [____] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust FundPurchase of [____] Shares of Common Stock of CO-DIAGNOSTICS, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. AttnINC.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORP. Linkage Global Inc By: /s/ Xxxxxx Xx Name: Jxxxx X. Xxxxxx Xx Title: Chief Executive Officer Accepted on Officer, Director, and Chairman of the Board of Directors Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: XX Xxxxxx LLC By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: 28 Supervisory Principal SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised XX Xxxxxx LLC 1,495,000 225,000 X.X. Xxxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT 5,000 - TOTAL 1,500,000 225,000 SCHEDULE 2-A JK Acquisition Corp. Attn.Pricing Information Number of Firm Shares: Jxxxx X. 1,500,000 Public Offering Price per Firm Share: $4.00 Underwriting Discount per Firm Share: $0.28 Proceeds to Company per Firm Share (before expenses): $6,000,000 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties Locked-up Parties Lock-up Period Officers and Directors Xxxxxx 5000 Xx 180 days Xxxxx Xx 180 days Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorXxxxxxxxxxx 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPLONGEVERON INC. By: /s/ Xxxxx Xxxxx Name: Jxxxx X. Xxxxxx Xxxxx Xxxxx Title: Chief Executive Officer Accepted on Confirmed as of the date first written above written. FXXXXXmentioned, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: 28 Supervisory Principal Longeveron Inc. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Total Number of Firm Units Underwriters Shares to be Purchased FxxxxxKingswood Capital Markets, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Codivision of Benchmark Investments, Inc. Maxim Group LLC 9,666,666 EXHIBIT 1,330,000 Alexander Capital L.P. 1,330,000 TOTAL 2,660,000 SCHEDULE 2-A JK Acquisition Corp. Attn.Pricing Information Number of Firm Shares: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen2,660,000 Number of Option Shares: Reference is made 399,000 Public Offering Price per Firm Shares: $ 10.00 Public Offering Price per Option Share: $ 10.00 Underwriting Discount per Firm Shares: $ 0.70 Underwriting Discount per Option Share: $ 0.70 Proceeds to the Final Prospectus of JK Acquisition Corp. Company per Firm Shares (“JKAC”), dated , 2006 before expenses): $ 24,738,000 Proceeds to Company per Option Share (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of before expenses): $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT 3,710,700 SCHEDULE 2-B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/DirectorIssuer General Use Free Writing Prospectuses

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPOPEXA THERAPEUTICS, INC. By: /s/ Xxxx X. Xxxxx Name: Jxxxx Xxxx X. Xxxxxx Xxxxx Title: President & Chief Executive Officer Accepted on Confirmed and accepted as of the date first above written. FXXXXXwritten above, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative Representative of the several Underwriters named in on Schedule I annexed hereto 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: 28 Head of Investment Banking [SIGNATURE PAGE] Opexa Therapeutics, Inc. – Underwriting Agreement SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units 1 Underwriter Number of Firm Units Underwriters Shares to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. 4,120,000 618,000 TOTAL 4,120,000 618,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 4,120,000 Number of Option Shares: 618,000 Public Offering Price per Share: $1.70 Underwriting Discount per Share: $0.119 Proceeds to Company per Share (before expenses): $1.581 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None SCHEDULE 3 List of Lock-Up Parties Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxx Xxxxxx Xxxx X. Xxxxxxx Xxxxxxx Xxxxxxxxxxxxx Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxx Xxxxx X. Xxxxxx Xxxx X. Xxxxx Sch. 3-1 EXHIBIT A JK Acquisition Form of Lock-Up Agreement December 13, 0000 Xxxxx Capital Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx 000 Xxxxxxx Xxxxxx, 00xx Xxxxx 4350 HoustonXxx Xxxx, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used Xxx Xxxx 00000 Ladies and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition understands that Aegis Capital Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “ClaimRepresentative”) and hereby waives any Claim it may have in proposes to enter into an Underwriting Agreement (the future as “Underwriting Agreement”) with Opexa Therapeutics, Inc., a result ofTexas corporation (the “Company”), or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund providing for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market after offering (the initial public offering by “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director(the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JK ACQUISITION CORPCHINA SHANDONG INDUSTRIES, INC. By: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. FXXXXXXXXXXX & XXXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto LLC By: Name: Title: 28 SCHEDULE I JK ACQUISITION CORP. 9,666,666 Units Number of Firm Units Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 [EXHIBIT A JK Acquisition Corp. Attn.: Jxxxx X. Form of Underwriter’s Warrant] EXHIBIT B-1 Lock-Up Agreement _____________ __, 2010 Xxxxxx 5000 & Xxxxxxx, LLC 0000 Xxxxxx xx Xxxxxxxx, 00xx Xxxxx Xxx XxxxxxXxxx, Xxxxx 4350 Houston, Texas 77057 XX 00000 Ladies and Gentlemen: Reference is made The undersigned understands that Xxxxxx & Xxxxxxx, LLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the Final Prospectus of JK Acquisition Corp. (“JKACUnderwriting Agreement”) with [NAME OF COMPANY]., a [TYPE OF COMPANY](the “Company”), dated providing for the public offering (the “Public Offering”) by the Underwriter of [_____] shares of common stock ( “Firm Shares”), 2006 par value $_____ per share, of the Company (the “Shares”). To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise. Capitalized terms used and not otherwise defined herein Notwithstanding the foregoing, the undersigned may transfer Shares without the prior consent of the Underwriter in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall have the meanings assigned be required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ a family member or trust for the benefit of a family member; provided that in the Public Stockholders and that JKAC may disburse monies from the Trust Fund only case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Shares to a charity or educational institution, or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. In addition, the undersigned agrees that during the Lock-Up Period, without the prior written consent of the Underwriter, it will not make any demand for or exercise any right with respect to the registration of any Shares or any security convertible into or exercisable or exchangeable for Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares except in compliance with this Agreement. If (i) the Company issues an earnings release or material news, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Underwriter waives such extension. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares, provided that the undersigned does not transfer the Shares acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Shares or any securities convertible into or exercisable or exchangeable for Shares within the Lock-Up Period). The undersigned understands that the Company and the Underwriter are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by ____________, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriter. Very truly yours, [LOCKED UP PARTY] By: Name: Title: EXHIBIT B-2 Lock-Up Agreement _____________ __, 2010 Xxxxxx & Xxxxxxx, LLC 0000 Xxxxxx xx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx & Xxxxxxx, LLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with [NAME OF COMPANY]., a [TYPE OF COMPANY] (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriter of [_____] shares of common stock (“Firm Shares”), par value $____ per share, of the Company (the “Shares”). To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period commencing on the date hereof and ending on the earlier of (1) 120 days after the date of the final prospectus relating to the Public Stockholders Offering (the “Prospectus”) and (2) [DATE] (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may transfer Shares without the prior consent of the Underwriter in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) if the undersigned is an individual, transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the event case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the redemption Exchange Act, reporting a reduction in beneficial ownership of their shares Shares, shall be required or shall be voluntarily made during the liquidation Lock-up Period, (c) transfer of JKAC Shares to a charity or educational institution, (d) if the undersigned is, or directly or indirectly controls, a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value, or (e) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer of Shares made by the undersigned (i) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (ii) to JKAC and Fxxxxxanother corporation, Bxxxx Wxxxxpartnership, Incorporated after JKAC consummates a Business Combination. For and in consideration limited liability company or other business entity so long as the transferee is an affiliate of JKAC agreeing to evaluate the undersigned and such transfer is not for purposes of consummating a Business Combination with itvalue. [In addition, the undersigned hereby agrees that during the Lock-Up Period and except for the registration statement relating to the Public Offering or any registration statement filed on Form S-3 contemplated by the Registration Rights Agreement, dated ____________, between the Company and, among others, the undersigned, without the prior written consent of the Underwriter, it does will not have make any right, title, interest demand for or claim exercise any right with respect to the registration of any kind in Shares or any security convertible into or exercisable or exchangeable for Shares.] The undersigned also agrees and consents to any monies in the Trust Fund (entry of stop transfer instructions with the “Claim”) Company’s transfer agent and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse registrar against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit transfer of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: undersigned’s Shares except in compliance with this Agreement. If (i) to the Public Stockholders in Company issues an earnings release or material news, during the event last 17 days of the redemption of their shares or the liquidation of JKAC; Lock-Up Period, or (ii) prior to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services expiration of the undersignedLock-Up Period, the undersigned hereby agrees Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Underwriter waives such extension. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares, provided that the undersigned does not have transfer the Shares acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any right, title, interest time (other than the entry into or claim modification of such a plan in such a manner as to cause the sale of any kind in Shares or to any monies in securities convertible into or exercisable or exchangeable for Shares within the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoeverLock-Up Period). Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges understands that JKAC has established the Trust Fund, initially Company and the Underwriter are relying upon this letter agreement in an amount of $ for the benefit proceeding toward consummation of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business CombinationOffering. The undersigned hereby agrees further understands that it does this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result ofexecuted by _____________, or arising out ofif the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, any negotiationsincluding market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply terms of which are subject to any shares acquired by the undersigned in the public market after the initial public offering by negotiation between the Company of its securitiesand the Underwriter. Print Name of Officer/Director Authorized Signature of Officer/DirectorVery truly yours, [LOCKED UP PARTY] By: Name: Title: