Exhibit 10.3
MICHAEL H. MCCONNELL 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 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 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 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 and will not seek
recourse against the Trust Fund for any reason
whatsoever.
4. [Intentionally
Omitted.]
5. The
undersigned acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which
is affiliated with any of the Insiders unless the Company obtains
an opinion from an independent investment banking firm reasonably
acceptable to FBW that the business combination is fair to the
Company’s stockholders from a financial
perspective.
