OPTION AGREEMENT July 13, 2005
July
13,
2005
Insider
Optionees listed on Schedule
A
c/o Argyle Security Acquisition Corp.
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
c/o Argyle Security Acquisition Corp.
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Gentlemen:
Argyle
Security Acquisition Corp. (the “Company”) hereby grants to the persons and
entities identified on Schedule
A
attached
hereto (the “Insiders”) options to purchase up to an aggregate of 468,750 (the
“Insider Options”) shares of common stock, par value $.0001 per share, of the
Company at an exercise price of $.008 per share (the “Exercise Price”), to be
distributed on a pro rata basis, in the event, and to the extent, the
underwriters exercise their option to purchase up to an additional 1,875,000
Units (the “Over-allotment Option”) in connection with the Company’s initial
public offering.
The
Insider Options shall become exercisable only upon the exercise of the
Over-allotment Option and shall expire at 5:00 p.m. New York time on the third
day thereafter. The number of Insider Options that shall be distributed to
the
Insiders upon exercise of the Over-allotment Option shall be the product of
(i)
the number of Units exercised under the Over-allotment Option multiplied by
(ii)
the percentage set forth on Schedule A (the “Available Options”). Exercise of
the Available Options may then be made on behalf of all the Insiders by the
payment of the Exercise Price to the Company by any one or more Insiders.
Very
truly yours,
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By: | /s/ Xxx Xxxxxx | |
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Xxx Xxxxxx, Chairman and Co-Chief Executive Officer |
Accepted
and Agreed:
ARGYLE
NEW VENTURES, L.P.
By:
Argyle Communications Inc., its general partner
/s/
Xxx
Xxxxxx
Name:
Xxx
Xxxxxx
Title:
ARGYLE
JOINT VENTURES
/s/
Xxx
Xxxxxx
Name: Xxx XxxxxxTitle:
/s/ Xxx
Xxxxxxxxxx
/s/ Xxxx
X.
Xxxxx
Xxxx
X. Xxxxx
2
Schedule
A
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Percentage
of Over-Allotment Option
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Argyle
New Ventures L.P.
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31.67
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%
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Argyle
Joint Ventures
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31.67
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%
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Xxx
Xxxxxxxxxx
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31.67
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%
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Xxxx
X. Xxxxx
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5
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%
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3