IPO SHARE AGREEMENT
000
Xxxxxxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, Xxxxx 00000
Xxxxxx
& Xxxxxxx, LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx
Xxxxxxx
Gentlemen:
The
undersigned stockholders of Argyle Security Acquisition Corporation (“Company”),
in order to facilitate an initial public offering of the securities of the
Company (“IPO”), hereby agree as follows:
|
A.
|
Purchase
of Shares.
The undersigned will purchase an aggregate of 125,000 units in
the IPO.
Such purchases shall be in the names and amounts set forth on Schedule
A
hereto.
|
|
B.
|
Voting
of Shares.
If
the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all of the shares of the
Company’s
common stock acquired by the undersigned (i) in the IPO, (ii) upon
the
exercise of options currently held by the undersigned and (iii)
in the
aftermarket, in favor of the Business Combination and therefore
waives any
redemption rights with respect to such shares. As used herein,
a “Business
Combination” shall mean an acquisition by merger, capital stock exchange,
asset or stock acquisition, reorganization or otherwise, of one
or more
operating businesses in the security industry selected by the Company,
and
“IPO Shares” shall mean the shares of the Company’s common stock issued in
the IPO.
|
|
C.
|
Waiver
of Liquidation Distributions.
The undersigned hereby waives any rights to, or claims against,
the
proceeds being held in the Trust Account relating to the IPO Shares
in the
event of a liquidation of the Company upon the Company’s failure to timely
complete a Business
Combination.
|
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the __
day
of _________, 2005.
| ARGYLE NEW VENTURES L.P. | ||
| |
By: | Argyle Communications Inc., its general partner |
| By: | ||
|
Name: Xxx Xxxxxx |
||
| Title | ||
| ARGYLE JOINT VENTURES | ||
| |
|
|
| By: | ||
|
Name: Xxx Xxxxxx |
||
| Title | ||
| By: | ||
|
Xxx Xxxxxx |
||
| By: | ||
|
Xxx Chaimovski |
||
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