exv10w1



 






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’s obligation to present business opportunities
to RSTW Partners.



     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.


     The Placement Unit Shares of Common Stock and warrants included therein, and shares of Common Stock issuable upon exercise of such warrants may not be sold,
assigned or otherwise transferred until the consummation of a Business Combination.


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     6. Neither the undersigned, any member of the family of the undersigned, or any affiliate of
the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in
the event the undersigned, any member of the family of the undersigned or any affiliate of the
undersigned originates a Business Combination.



     7. The undersigned agrees to be Chief Executive Officer and Chairman of the Board of Directors
of the Company until the earlier of the consummation by the Company of a Business Combination or
the liquidation of the Company. The undersigned’s biographical information furnished to the
Company and FBW and attached hereto as Exhibit A is true and accurate in all respects, does
not omit any material information with respect to the undersigned’s background and contains all of
the information required to be disclosed pursuant to Section 401 of Regulation S-K, promulgated
under the Securities Act of 1933. The undersigned’s Questionnaire furnished to the Company and FBW
and annexed as Exhibit B hereto is true and accurate in all respects. The undersigned
represents and warrants that:




	 	(a)  	he is not subject to or a respondent in any legal action for, any
injunction cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any
jurisdiction;
	 
	 	(b)  	he has never been convicted of or pleaded guilty to any crime (i)
involving any fraud or (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any securities
and he is not currently a defendant in any such criminal proceeding; and
	 
	 	(c)  	he has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.





     8. The undersigned has full right and power, without violating any agreement by which he is
bound, to enter into this letter agreement and to serve as Chief Executive Officer and Chairman of
the Board of Directors of the Company.



     9. Neither the undersigned, any member of the family of the undersigned, nor any affiliate of
the undersigned will be entitled to receive and will not accept any compensation for services
rendered to the Company prior to the consummation of the Business Combination; provided that
commencing on the Effective Date, 4350 Management, LLC (“Related Party”), shall be allowed
to charge the Company an allocable share of Related Party’s overhead, $7,500 per month, to
compensate it for certain limited administrative, technology and secretarial services, as well as
the use of certain limited office space, including a conference room, in Houston, Texas, that it
will provide to the Company. Related Party and the undersigned shall also be entitled to
reimbursement from the Company for their out-of-pocket expenses incurred in connection with seeking
and consummating a Business Combination.



     10. The undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to FBW and its legal representatives or agents (including any
investigative search firm retained by FBW) any information they may have about the undersigned’s
background and finances (“Information”), purely for the purposes of the Company’s IPO (and
shall thereafter hold such information confidential). Neither FBW nor its agents shall be
violating the undersigned’s right of privacy in any manner in requesting and obtaining the
Information and the undersigned hereby releases them from liability for any damage whatsoever in
that connection.



     11. As used herein, (i) a “Business Combination” shall mean an acquisition by merger, capital
stock exchange, asset or stock acquisition, reorganization or otherwise, of an operating business
selected by the Company; (ii) “Insiders” shall mean all officers, directors and stockholders of the
Company immediately prior to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common
Stock of the Company owned by an Insider prior to the closing of the IPO, excluding
any shares purchased in a private placement prior of the IPO; (iv) “IPO Shares” shall mean the
shares of Common Stock issued in the Company’s IPO and (v)
“Placement Units” means the units purchased from the
Company immediately prior to the closing of the IPO, including shares of Common Stock of the Company included therein and the shares of Common Stock
issuable upon the exercise of the warrants included therein.




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	 	James P Wilson
	 
	 	 
	

	 	 
	

	 	Print Name of Insider
	 
	 	 
	

	 	/s/
	 
	 	 
	

	 	 
	

	 	Signature