0000950134-06-006341 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement”) is entered into as of the day of, 2006, by and among JK Acquisition Corp., a Delaware corporation ( “the Company”), the undersigned parties listed under Stockholder on the signature page hereto (each a “Stockholder” and collectively, the “Stockholders”) and Ferris, Baker Watts, Incorporated ( “FBW” and, collectively with the Stockholders, the “Investors”).

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WARRANT AGREEMENT
Warrant Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks • New York

This Agreement made as of , 2006 between JK Acquisition Corp., a Delaware corporation, with offices at 5847 San Felipe, Suite 4350, Houston, TX 77057 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).

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UNDERWRITING AGREEMENT between JK ACQUISITION CORP. and FERRIS, BAKER WATTS, INCORPORATED LADENBURG THALMANN & CO., INC. MAXIM GROUP LLC Dated:
Underwriting Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks • Maryland

Ferris, Baker Watts, Incorporated Ladenburg Thalmann & Co., Inc. Maxim Group LLC c/o Ferris, Baker Watts, Incorporated 100 Light Street Baltimore, Maryland 21202

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UNIT PLACEMENT AGREEMENT
Unit Placement Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks • Texas

UNIT PLACEMENT AGREEMENT (this “Agreement”) made as of this ___day of April 2006 among JK Acquisition Corp., a Delaware corporation (the “Company”), Ferris, Baker Watts Incorporated (“FBW”) and the undersigned (the “Purchasers”).

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HERBERT C. WILLIAMSON LETTER AGREEMENT
Williamson Letter Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks

The undersigned director and stockholder of JK Acquisition Corp. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):

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MICHAEL H. MCCONNELL LETTER AGREEMENT
McConnell Letter Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks

The undersigned director and stockholder of JK Acquisition Corp. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):

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STOCK ESCROW AGREEMENT
Stock Escrow Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of , 2006 (“Agreement”), by and among JK ACQUISITION CORP., a Delaware corporation (“Company”), JAMES P. WILSON, KEITH D. SPICKELMIER, MICHAEL H. MCCONNELL and HERBERT C. WILLIAMSON (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).

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FERRIS, BAKER WATTS, INCORPORATED 100 LIGHT STREET BALTIMORE, MARYLAND 21202 SELECTED DEALERS AGREEMENT
Selected Dealers Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks • Maryland
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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks • New York

This Agreement is made as of , 2006 by and between JK Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

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FORM OF LETTER AGREEMENT JK ACQUISITION CORP./4350 MANAGEMENT, LLC
Form of Letter Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks
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KEITH D. SPICKELMIER LETTER AGREEMENT
Spickelmier Letter Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks

The undersigned officer and director and stockholder of JK Acquisition Corp. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):

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JAMES P. WILSON LETTER AGREEMENT
Wilson Letter Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks

The undersigned officer and director and stockholder of JK Acquisition Corp. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):

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