INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 27th, 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”).
VOTING AGREEMENTVoting Agreement • September 27th, 2005 • Argyle Security Acquisition CORP • Blank checks
The undersigned stockholder of Argyle Security Acquisition Corporation (“Company”), in order to facilitate an initial public offering of the securities of the Company (“IPO”), hereby agrees that 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 accordance with the majority of the votes cast by the holders of the IPO 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.
AMENDMENT TO OPTION AGREEMENT September 26, 2005Option Agreement • September 27th, 2005 • Argyle Security Acquisition CORP • Blank checks
On July 13, 2005, Argyle Security Acquisition Corp. (the “Company”) entered into an option agreement (the “Option Agreement”) with Argyle New Ventures, L.P., Argyle Joint Ventures and Ron Chaimovski (the “Stockholders”) pursuant to which the Stockholders were granted an option to purchase up to an aggregate of 468,750 (the “Insider Options”) shares of common stock, par value $.0001 per share (the “Common Stock”), of the Company at an exercise price of $.008 per share, 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 in connection with the Company’s initial public offering. On September 23, the Stockholders entered into a stock transfer agreement (the “Transfer Agreement”) with Wesley Clark pursuant to which they agreed to transfer to Mr. Clark 234,375 shares of Common Stock and a corresponding number of the Insider Options.
OPTION AGREEMENT July 13, 2005Option Agreement • September 27th, 2005 • Argyle Security Acquisition CORP • Blank checks
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.
