Exhibit 10.1
JAMES P. WILSON LETTER AGREEMENT
April [__], 2006
JK Acquisition Corp.
5847 San Felipe, Suite 4350
Houston, Texas 77057
Ferris, Baker Watts,
Incorporated
7601 Lewinsville Road, Suite 450
McLean, Virginia 22102
Re: Initial Public
Offering
Gentlemen:
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):
1. If the
Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all shares of Common Stock
of the Company, including the Insider Shares, shares of Common
Stock included in the Placement Units and IPO Shares, owned by him
in accordance with the majority of the votes cast by the holders of
the IPO Shares.
2. The
undersigned will escrow his Insider Shares until six months after
the consummation of a Business Combination subject to the terms of
a Stock Escrow Agreement which the Company will enter into with the
undersigned and an escrow agent acceptable to the
Company.
3. In the
event that the Company fails to consummate a Business Combination
within 18 months from the effective date (“
Effective Date ”) of the registration statement
relating to the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO), the undersigned
will take all reasonable actions within his power to cause the
Company to liquidate as soon as reasonably practicable. The
undersigned hereby waives any and all right, title, interest or
claim of any kind (“ Claim ”) in or to
any distribution of the Trust Fund (as defined in the Letter of
Intent) with respect to his Insider Shares and shares of Common
Stock included in the Placement Units and waives any Claim the
undersigned may have in the future as a result of, or arising out
of, any contracts or agreements with the Company, agrees that
warrants included on the Placement Units shall expire worthless and
will not seek recourse against the Trust Fund for any reason
whatsoever. The undersigned agrees to indemnify and hold harmless
the Company against any and all loss, liability, claims, damage and
expense whatsoever (including, but not limited to, any and all
legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or
threatened, or any claim whatsoever) which the Company may become
subject to as a result of any claim by any vendor that is owed
money by the Company for services rendered or products sold but
only to the extent necessary to ensure that such loss, liability,
claim, damage or expenses does not reduce the amount in the Trust
Fund.
4. In order
to minimize potential conflicts of interest which may arise from
multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other
person or entity, any suitable opportunity to acquire an operating
business, until the earlier of the consummation by the Company of a
Business Combination, the liquidation of the Company or until such
time as the undersigned ceases to be an officer or director of the
Company, subject to any pre-existing fiduciary obligations the
undersigned might have, including, but not limited to, the
undersigned�
