Warrant Purchase Agreement between Ferris, Baker Watts, Incorporated and JK Acquisition Corp. Investors (August 2005)
This agreement confirms that the undersigned investors will purchase up to 1,750,000 warrants of JK Acquisition Corp. through Ferris, Baker Watts, Incorporated (FBW) at market prices not exceeding $0.70 per warrant. The purchases will occur within ninety trading days after the warrants become separately tradable following the company's IPO. FBW will execute these purchases to help stabilize the warrant market price and will not charge any fees or commissions. The investors agree not to sell or transfer the warrants until after a business combination is completed by JK Acquisition Corp.
Exhibit 10.11
August , 2005
Ferris, Baker Watts, Incorporated
7061 Lewinsville Road, Suite 450
McLean, Virginia 22102
Re: | JK Acquisition Corp. |
Gentlemen:
This letter will confirm the agreement of the undersigned to purchase warrants (Warrants) of JK Acquisition Corp. (Company) included in the units (Units) being sold in the Companys initial public offering (IPO) upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Companys IPO unless Ferris, Baker Watts, Incorporated (FBW) informs the Company of its decision to allow earlier separate trading.
The undersigned agree that this letter agreement constitutes an irrevocable order for the undersigned to purchase through FBW for the account or accounts of the undersigned, within the ninety trading-day period commencing on the date separate trading of the Warrants commences (Separation Date), as many Warrants as are available for purchase at market prices not to exceed $0.70 per Warrant, subject to a maximum Warrant purchase obligation equal to, in the aggregate, 1,750,000 Warrants (Maximum Warrant Purchase). FBW agrees to fill such order in such amounts for the accounts of the undersigned and at such times in its sole discretion on behalf of the undersigned during the ninety-day trading period commencing on the Separation Date. FBW shall engage in such warrant purchases for the purpose of stabilizing or maintaining the market price of the warrants. FBW further agrees that it will not charge the undersigned any fees and/or commissions with respect to such purchase obligation.
Each of the undersigned agrees that he shall not sell or transfer the Warrants until after the consummation of a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business and acknowledges that, at the option of FBW, the certificates for such Warrants shall contain a legend indicating such restriction on transferability.
Very truly yours, | ||||
James P. Wilson | ||||
Keith D. Spickelmier |