UNDERWRITING AGREEMENT between ARGYLE SECURITY ACQUISITION CORPORATION and RODMAN & RENSHAW, LLC, as Representative of the Underwriters named on Schedule I hereto Dated:, _____________ 2005Underwriting Agreement • August 19th, 2005 • Argyle Security Acquisition CORP • Blank checks • New York
The undersigned, ARGYLE SECURITY ACQUISITION CORPORATION, a Delaware corporation (“Company”), hereby confirms its agreement with RODMAN & RENSHAW, LLC (being referred to herein variously as “you,” “Rodman” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Rodman is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Argyle Security Acquisition CORP • August 19th, 2005 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY ARGYLE SECURITY ACQUISITION CORPORATION. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND (II) , 2006. VOID AFTER 5:00 P.M. EASTERN TIME, , 2010.
July , 2005 Rodman & Renshaw, LLCArgyle Security Acquisition CORP • August 19th, 2005 • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 19th, 2005 • Argyle Security Acquisition CORP • Blank checks • New York
This Agreement is made as of , 2005 by and between Argyle Security Acquisition Corporation (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
