July __, 2005
Xxxxxx & Xxxxxxx, LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Argyle Security Acquisition Corporation
Gentlemen:
This letter will confirm the agreement of the undersigned to purchase
warrants ("Warrants") of Argyle Security Acquisition Corporation ("Company")
included in the units ("Units") being sold in the Company's initial public
offering ("IPO") upon the terms and conditions set forth herein. Each Unit is
comprised of one share of Common Stock and one Warrant. The shares of Common
Stock and Warrants will not be separately tradeable until 20 days after the
exercise or expiration of the over-allotment exercise period, unless Xxxxxx &
Xxxxxxx, LLC ("Xxxxxx") informs the Company of its decision to allow earlier
separate trading.
Each of the undersigned agrees that this letter agreement constitutes an
irrevocable instruction for Xxxxxx to purchase for the undersigned's account,
within the 45-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 $1.20 per Warrant, subject to a maximum
Warrant purchase obligation equal to the number of Warrants set forth opposite
their respective names below ("Maximum Warrant Purchase"). Xxxxxx agrees to fill
such order in such amounts and at such times as it may determine, during the
forty trading-day period commencing on the Separation Date. Xxxxxx further
agrees that it will not charge the undersigned any fees and/or commissions with
respect to such purchase obligation.
The undersigned may notify Xxxxxx that all or part of the Maximum Warrant
Purchase will be made by one or more affiliates of the undersigned (or another
person or entity introduced to Xxxxxx by the undersigned (a "Designee")) who (or
which) has an account at Xxxxxx and, in such event, Xxxxxx will make such
purchase on behalf of said affiliate or Designee; provided, however, that the
undersigned hereby agree to make payment of the purchase price of such purchase
and to fulfill their Maximum Warrant Purchase in the event and to the extent
that their affiliate or Designee fails to make such payment or purchase.
Each of the undersigned agrees that neither he nor any affiliate or
Designee of his shall 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
Xxxxxx, the certificates for such Warrants shall contain a legend indicating
such restriction on transferability.
Very truly yours, Maximum Warrant Purchase
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Argyle Joint Ventures
By:
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Name:
Title:
Argyle New Ventures, L.P
By:
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Xxx Xxxxxxxxxx
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