INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Agreement is made as of _________, 2006 by and between Argyle Security
Acquisition Corporation (the “Company”) and American Stock Transfer & Trust
Company (“Trustee”).
WHEREAS,
the Company’s Registration Statement on Form S-1, No. 333-126569 (“Registration
Statement”), for its initial public offering of securities (“IPO”) has been
declared effective as of the date hereof by the Securities and Exchange
Commission (“Effective Date”); and
WHEREAS,
the Company has agreed to issue securities in a
private placement that will occur immediately prior to the IPO (the
"Placement"); and
WHEREAS,
Xxxxxx & Xxxxxxx, LLC (“Xxxxxx”) is acting as the underwriter in the IPO and
as placement agent for the Placement and
WHEREAS,
as described in the Company’s Registration Statement, and in accordance with the
Company’s Certificate of Incorporation, $___________ of the proceeds of the IPO
and the Placement ($___________ if the underwriter’s over-allotment option is
exercised in full) will be delivered to the Trustee to be deposited and held
in
a trust account for the benefit of the Company and the holders of the Company’s
Common Stock issued in the IPO and in the event the Units are registered
in
Colorado, pursuant to Section 11-51-302(6) of the Colorado Revised Statutes,
a
copy of which statute is attached hereto and made a part hereof. The amount
to
be delivered to the Trustee will be referred to herein as the “Property,” the
stockholders for whose benefit the Trustee shall hold the Property will be
referred to as the “Public Stockholders,” and the Public Stockholders, the
Company and Xxxxxx will be referred to together as the “Beneficiaries”); and
WHEREAS,
a portion of the Property consists of $___________ (or $___________ if the
underwriters’ over-allotment option is exercised in full) attributable to the
underwriters’ discount and $45,000 attributable to the placement fee which
Xxxxxx, on behalf of the underwriters, has agreed to deposit in the Trust
Account (defined below); and
WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth
the
terms and conditions pursuant to which the Trustee shall hold the
Property;
IT
IS
AGREED:
1. Agreements
and Covenants of Trustee.
The
Trustee hereby agrees and covenants to:
(a) Hold
the
Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute,
in a segregated trust account (“Trust Account”) established by the Trustee at a
branch of XX Xxxxxx Xxxxx NY Bank selected by the Trustee;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;
(c) In
a
timely manner, upon the instruction of the Company, to invest and reinvest
the
Property in any “Government Security.” As used herein, Government Security means
any Treasury Xxxx issued by the United States, having a maturity of 180 days
or
less or in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act of 1940;
(d) Collect
and receive, when due, all principal and income arising from the Property,
which
shall become part of the “Property,” as such term is used herein;
(e) Notify
the Company and Xxxxxx of all communications received by it with respect
to any
Property requiring action by the Company;
(f) Supply
any necessary information or documents as may be requested by the Company
in
connection with the Company’s preparation of the tax returns for the Trust
Account;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company and/or
Xxxxxx to do so;
(h) Render
to
the Company and to Xxxxxx, and to such other person as the Company may instruct,
monthly written statements of the activities of and amounts in the Trust
Account
reflecting all receipts and disbursements of the Trust Account; and
(i) As
of the
date of the consummation of a business combination (“Business Combination”),
commence liquidation of the Trust Account upon receipt of the Officers’
Certificate signed by the Co-Chief Executive Officers or its Chairman of
the
Board and Vice Chairman in accordance with the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as
Exhibit
A,
signed
on behalf of the Company by its Co-Chief Executive Officers or its Chairman
of
the Board and Vice Chairman, and complete the liquidation of the Trust Account
and distribute the Property in the Trust Account only as directed in the
Termination Letter and the other documents referred to therein. The Trustee
understands and agrees that disbursements from the Trust Account shall be
made
only pursuant to a duly executed Termination Letter, together with the other
documents referenced herein, including, without limitation, an independently
certified oath and report of inspector of election in respect of the shareholder
vote in favor of the Business Combination. In all cases, the Trustee shall
provide Xxxxxx with a copy of any Termination Letters, Officers’ Certificates
and/or any other correspondence that it receives with respect to any proposed
withdrawal from the Trust Account promptly after it receives same;
and
(j) As
of the
date 18 months from the date of this Agreement (the “LOI Termination Date”) (or
24 months from the date hereof in the event the Company has executed the
Letter
of Intent (defined below) prior to the LOI Termination Date but failed to
consummate a Business Combination (“Second Termination Date”), commence
liquidation of the Trust Account. The Trustee, upon consultation with the
Company and Xxxxxx, shall deliver a notice to Public Stockholders of record
as
of the LOI Termination Date or Second Termination Date, whichever the case
may
be, by U.S. mail or via the Depository Trust Company (“DTC”), within five days
of the LOI Termination Date or Second Termination Date, to notify the Public
Stockholders of such event and take such other actions as it may deem necessary
to inform the Beneficiaries. The Trustee shall deliver to each Public
Stockholder its ratable share of the Property against satisfactory evidence
of
delivery of the stock certificates by the Public Stockholders to the Company
through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise
presented to the Trustee. Notwithstanding the foregoing, if the Trustee receives
a bona fide, executed letter of intent or engagement letter (the “Letter of
Intent”) for a Business Combination prior to the LOI Termination Date
accompanied by an Officers’ Certificate as described in Section 2(e) hereof,
then the Trustee shall forego or suspend any liquidation of the Trust Account
until the earlier of a Business Combination or the Second Termination
Date.
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2. Limited
Distributions of Income on Property.
(a)
Upon
receipt by the Trustee of an Officer’s Certificate signed by either of the
Co-Chief Executive Officers of the Company certifying as true, accurate
and
complete a copy of any tax return required to be filed on behalf of the
Trust
Account in respect of income earned on the Property held therein, the Trustee
shall deliver to the Company for submission to the appropriate taxing authority
a check made payable to the order of such taxing authority in the amount
required to pay such taxes; provided, however, that in no event shall the
aggregate amount of all checks issued to taxing authorities pursuant to
this
Section 2(a) exceed the income in respect of which such taxes are due and
owing.
(b)
Upon
one or more written requests from the Company, the Trustee shall distribute
to
the Company interest earned on the Trust Account, up to a maximum of $600,000
in
the aggregate. The distributions requested by the Company may be for any
amount,
provided that (i) in the aggregate, all distributions under this Section
2(b)
may not exceed $600,000, and (ii) that such distributions may only be made
if
and to the extent that interest has been earned on the amount initially
deposited into the Trust Account.
(c)
Except as provided in Sections 2(a) and 2(b) above, no other distributions
from
the Trust Account shall be permitted except in accordance with Sections
1(i) and
1(j) hereof.
3. Agreements
and Covenants of the Company.
The
Company hereby agrees and covenants to:
(a) Provide
all instructions to the Trustee hereunder in writing, signed by at least
one of
the Company’s Co-Chief Executive Officers or its Chairman of the Board and Vice
Chairman. In addition, except with respect to its duties under paragraph
1(i)
and 1(j) above, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any verbal or telephonic advice or instruction which it in
good
faith believes to be given by any one of the persons authorized above to
give
written instructions, provided that the Company and/or Xxxxxx shall promptly
confirm such instructions in writing; and;
(b) Hold
the
Trustee harmless and indemnify the Trustee from and against any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered
by the Trustee in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim
or
demand which in any way arises out of or relates to this Agreement, the services
of the Trustee hereunder, or the Property or any income earned from investment
of the Property, except for expenses and losses resulting from the Trustee’s
gross negligence or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit
or
proceeding, pursuant to which the Trustee intends to seek indemnification
under
this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
right to conduct and manage the defense against such Indemnified Claim,
provided, that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably withheld.
The Company may participate in such action with its own counsel;
and
(c) Pay
the
Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it
being expressly understood that the Property shall not be used to pay such
fee).
The Company shall pay the Trustee the initial acceptance fee and first year’s
fee at the consummation of the IPO and thereafter on the anniversary of the
Effective Date. The Trustee shall refund to the Company the fee (on a pro
rata
basis) with respect to any period after the liquidation of the Trust Fund.
The
Company shall not be responsible for any other fees or charges of the Trustee
except as may be provided in paragraph 2(b) hereof (it being expressly
understood that the Property shall not be used to make any payments to the
Trustee under such paragraph).
(d) In
the
event that the Company consummates a Business Combination and the Trust Account
is liquidated in accordance with Section 1(i) hereof, the Trustee or another
independent party designated by Xxxxxx shall act as the inspector of election
to
certify the results of the shareholder vote; and
(e) The
Officers’ Certificate referenced in Sections 1(i) and 1(j) hereof shall require
at least one of the Company’s Co-Chief
Executive Officers or its Chairman of the Board and Vice Chairman
to each
certify the following (wherever applicable): (1) prior to the LOI Termination
Date, the Company has entered into a bona fide Letter of Intent with a target
business; and/or (2) prior to the LOI Termination Date, the Company has entered
into a Business Combination with a target business, the terms of which are
consistent with the requirements set forth in the Registration Statement;
and/or
(3) prior to the Second Termination Date, the Company has entered into a
Business Combination with a target business, the terms of which are consistent
with the requirements set forth in the Registration Statement; and (4) the
Board
of Directors (the “Board”) pursuant to the unanimous written consent of the
Board has approved (where applicable): (i) the Business Combination; and/or
(ii)
Letter of Intent. A copy of such consent shall be attached as an exhibit
to the
Officers’ Certificate.
3
4. Limitations
of Liability.
The
Trustee shall have no responsibility or liability to:
(a) Take
any
action with respect to the Property, other than as directed in paragraph
1
hereof and the Trustee shall have no liability to any party except for liability
arising out of its own gross negligence or willful misconduct;
(b) Institute
any proceeding for the collection of any principal and income arising from,
or
institute, appear in or defend any proceeding of any kind with respect to,
any
of the Property unless and until it shall have received written instructions
from the Company and/or Xxxxxx given as provided herein to do so and the
Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;
(c) Change
the investment of any Property, other than in compliance with paragraph
1(c);
(d) Refund
any depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company and/or Xxxxxx
to give
instructions hereunder shall not be continuing unless provided otherwise
in such
designation, or unless the Company and/or Xxxxxx shall have delivered a written
revocation of such authority to the Trustee;
(f) The
other
parties hereto or to anyone else for any action taken or omitted by it, or
any
action suffered by it to be taken or omitted, in good faith and in the exercise
of its own best judgment, except for its gross negligence or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee), statement, instrument, report or other paper
or
document (not only as to its due execution and the validity and effectiveness
of
its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be
genuine and to be signed or presented by the proper person or persons. The
Trustee need not investigate any fact or matter stated in the document. The
Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the
proper
party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;
(g) Verify
the correctness of the information set forth in the Registration Statement
or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement, unless an officer
of the Trustee has actual knowledge thereof, written notice of such event
is
sent to the Trustee or as otherwise required under paragraph 1(i) hereof;
and
(h) Pay
any
taxes on behalf of the Trust Account (it being expressly understood that
the
Property shall not be used to pay any such taxes and that such taxes, if
any,
shall be paid by the Company from funds not held in the Trust
Account).
5. Certain
Rights Of Trustee.
(a) Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or opinion of counsel or both. The Trustee shall not be liable
for
any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or opinion of counsel. The Trustee may consult with counsel and
the
advice of such counsel or any opinion of counsel shall be full and complete
authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.
4
(b) The
Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.
(c) The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred
upon it by this Agreement.
(d) The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Agreement; it shall not be accountable for the
Company’s use of the proceeds from the Trust Account. Notwithstanding the
effective date of this Agreement or anything to the contrary contained in
this
Agreement, the Trustee shall have no liability or responsibility for any
act or
event relating to this Agreement or the transactions related thereto which
occurs prior to the date of this Agreement, and shall have no contractual
obligations to the Beneficiaries until the date of this Agreement.
6. Termination.
This
Agreement shall terminate as follows:
(a) If
the
Trustee gives written notice to the Company that it desires to resign under
this
Agreement, the Company shall use its reasonable efforts to locate a successor
trustee. At such time that the Company notifies the Trustee that a successor
trustee has been appointed by the Company and has agreed to become subject
to
the terms of this Agreement, the Trustee shall transfer the management of
the
Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account,
whereupon this Agreement shall terminate; provided, however, that, in the
event
that the Company does not locate a successor trustee within ninety days of
receipt of the resignation notice from the Trustee, the Trustee may submit
an
application to have the Property deposited with the United States District
Court
for the Southern District of New York and upon such deposit, the Trustee
shall
be immune from any liability whatsoever that arises due to any actions or
omissions to act by any party after such deposit;
(b) At
such
time that the Trustee has completed the liquidation of the Trust Account
in
accordance with the provisions of paragraph 1(i) hereof, and distributed
the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Paragraph 3(b); or
(c) At
such
time that the Trustee has completed the liquidation of the Trust Account
in
accordance with the provisions of Section 1(j) hereof and distributed the
property in accordance with said Section 1(j), this Agreement shall terminate
except with respect to Section 3(b).
7. Miscellaneous.
(a) The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from
the
Trust Account. Upon receipt of written instructions, the Trustee will confirm
such instructions with an Authorized Individual at an Authorized Telephone
Number listed on the attached Exhibit B. The Company and the Trustee will
each
restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately
if it
has reason to believe unauthorized persons may have obtained access to such
information, or of any change in its authorized personnel. In executing funds
transfers, the Trustee will rely upon account numbers or other identifying
numbers of a beneficiary, beneficiary’s bank or intermediary bank, rather than
names. The Trustee shall not be liable for any loss, liability or expense
resulting from any error in an account number or other identifying number,
provided it has accurately transmitted the numbers provided.
5
(b) This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of New York, without giving effect to conflict of laws.
It may
be executed in several counterparts, each one of which shall constitute an
original, and together shall constitute but one instrument.
(c) This
Agreement contains the entire agreement and understanding of the parties
hereto
with respect to the subject matter hereof. This Agreement or any provision
hereof may only be changed, amended or modified by a writing signed by each
of
the parties hereto; provided, however, that no such change, amendment or
modification may be made without the prior written consent of Xxxxxx. As
to any
claim, cross-claim or counterclaim in any way relating to this Agreement,
each
party waives the right to trial by jury.
(d) The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the City of New York for purposes of resolving any disputes
hereunder.
(e) Any
notice, consent or request to be given in connection with any of the terms
or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:
if
to the
Trustee, to:
American
Stock Transfer & Trust Company
00
Xxxxxx
Xxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
________________
Fax
No.:
(212) ___________
if
to the
Company, to:
000
Xxxxxxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, Xxxxx 00000
Attn: Xxx
Xxxxxx
Fax
No.:
(000) 000-0000
in
either
case with a copy to:
Xxxxxx
& Xxxxxxx, LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx
Xxxxxxx
Fax
No.:
(000) 000-0000
and
6
Xxxxx
Xxxxxxx Xxxx & Xxxxxx, LLP
000
Xxxx
Xxxxxx, Xxxxx 0000
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxx
X. Xxxx
Fax
No.:
(000) 000-0000
and
Loeb
& Loeb LLP
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxxxx
X. Xxxxxxxx
Fax
No.: (000) 000-0000
(f) This
Agreement may not be assigned by the Trustee without the prior written consent
of the Company and Xxxxxx.
(g) Each
of
the Trustee and the Company hereby represents that it has the full right
and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges
and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds
in
the Trust Account under any circumstance.
7
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management
Trust
Agreement as of the date first written above.
AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee | ||
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|
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By: | ||
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||
Title |
ARGYLE SECURITY ACQUISITION CORPORATION | ||
|
|
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By: | ||
Xxx Xxxxxx
Co-Chief Executive Officer
|
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By: | ||
Xxx Chaimovski
Co-Chief Executive Officer
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8
EXHIBIT
A
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer
&
Trust Company
00
Xxxxxx
Xxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Re: |
Trust
Account No. [ ]
Termination
Letter
|
Gentlemen:
Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Argyle
Security Acquisition Corporation (“Company”) and American Stock Transfer &
Trust Company (“Trustee”), dated as of __________, 2006 (“Trust Agreement”),
this is to advise you that the Company has entered into an agreement (“Business
Agreement”) with __________________ (“Target Business”) to consummate a business
combination with Target Business (“Business Combination”) on or about [insert
date]. The Company shall notify you at least 48 hours in advance of the actual
date of the consummation of the Business Combination (“Consummation Date”) and
shall provide you with an Officers’ Certificate in accordance with paragraphs
1(i) and 2(d) of the Trust Agreement. Capitalized words used herein and not
otherwise define shall have the meaning ascribed to them in the Trust
Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you
to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company and Xxxxxx
shall direct in writing on the Consummation Date.
On
the
Consummation Date (i) counsel for the Company shall deliver to you written
notification that (a) the Business Combination has been consummated, and
(b) the
provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have been met,
to
the extent applicable; (ii) the Company shall deliver along with the oath
and
report of inspector of election certified by an independent inspector which
may
be the Trustee or as otherwise appointed by Xxxxxx (collectively, the “Report”);
and (iii) the Company shall deliver to you written instructions with respect
to
the transfer of the funds held in the Trust Account (“Instruction Letter”). You
are hereby directed and authorized to transfer the funds held in the Trust
Account immediately upon your receipt of the counsel’s letter, the Report,
evidence of delivery of the Stock Certificates, the Officers’ Certificate and
the Instruction Letter, (the “Deliverables”) in accordance with the terms of the
Instruction Letter. Notwithstanding the foregoing, upon verification of receipt
by you of the Deliverables, we hereby agree and acknowledge that the Property
(as defined in the Trust Agreement) in the Trust Account shall be distributed
as
follows: (1) first, to Xxxxxx by wire transfer (or as otherwise directed
by
Xxxxxx) in immediately available funds, the aggregate amount of $___________
(or
$_____________ as applicable) plus any interest accrued thereon; and (2)
thereafter, to any other Beneficiary (as defined in the Trust Agreement)
in
accordance with the terms of the Instruction Letter. In the event that certain
deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company and Xxxxxx of the same
and the
Company and, if the amount set forth in clause (1) shall not have been paid
in
full, the Company and Xxxxxx shall issue joint written instructions directing
you as to whether such funds should remain in the Trust Account and distributed
after the Consummation Date to the Company and/or Xxxxxx. Upon the distribution
of all the funds in the Trust Account pursuant to the terms hereof, the Trust
Agreement shall be terminated.
In
the
event that the Business Combination is not consummated on the Consummation
Date
described in the notice thereof and we have not notified you on or before
the
original Consummation Date of a new Consummation Date, then the funds held
in
the Trust Account shall be reinvested as provided in the Trust Agreement
on the
business day immediately following the Consummation Date as set forth in
the
notice.
Very truly yours, | ||
ARGYLE SECURITY ACQUISITION CORPORATION | ||
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|
|
By: | ||
Xxx Xxxxxx,
Co-Chief Executive Officer
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||
By: | ||
Xxx Chaimovski,
Co-Chief Executive Officer
|
||
2
EXHIBIT
B
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer
&
Trust Company
00
Xxxxxx
Xxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Re: |
Trust
Account No. [ ] Termination
Letter
|
Gentlemen:
Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Argyle
Security Acquisition Corporation (“Company”) and American Stock Transfer &
Trust Company (“Trustee”), dated as of _____________, 2006 (“Trust Agreement”),
this is to advise you that the Board of Directors of the Company has voted
to
dissolve and liquidate the Company. Attached hereto is a copy of the minutes
of
the meeting of the Board of Directors of the Company relating thereto, certified
by the Secretary of the Company as true and correct and in full force and
effect.
In
accordance with the terms of the Trust Agreement, we hereby (a) certify to
you
that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
Statute have been met and (b) authorize you, to commence liquidation of the
Trust Account. You will notify the Company and JPMorgan Chase NY Bank
(“Designated Paying Agent”) in writing as to when all of the funds in the Trust
Account will be available for immediate transfer (“Transfer Date”). The
Designated Paying Agent shall thereafter notify you as to the account or
accounts of the Designated Paying Agent that the funds in the Trust Account
should be transferred to on the Transfer Date so that the Designated Paying
Agent may commence distribution of such funds in accordance with the Company’s
instructions. You shall have no obligation to oversee the Designated Paying
Agent’s distribution of the funds. Upon the payment to the Designated Paying
Agent of all the funds in the Trust Account, the Trust Agreement shall be
terminated.
Very truly yours, | ||
ARGYLE SECURITY ACQUISITION CORPORATION | ||
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|
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By: | ||
Xxx Xxxxxx,
Co-Chief Executive Officer
|
||
By: | ||
Xxx Chaimovski,
Co-Chief Executive Officer
|
||
3
EXHIBIT
C
AUTHORIZED
INDIVIDUAL(S)
FOR
TELEPHONE CALL BACK
|
AUTHORIZED
TELEPHONE
NUMBER(S)
|
|
Company:
|
||
000
Xxxxxxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxx, Xxxxx 00000
Attn:
Xxx Xxxxxx, Co-Chief Executive Officer
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(000)
000-0000
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|
Trustee:
|
||
American
Stock Transfer & Trust Company
00
Xxxxxx Xxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn:
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(000)
000-0000
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4