July ___, 2005
Argyle Security Acquisition Corporation
200 Concord Plaza, Suite 700
San Antonio, Texas 78216
Attn: Ron Chaimovski
Rodman & Renshaw, LLC
330 Madison Avenue
New York, New York 10017
Attn: Edward Kovalik
Re: Initial Public Offering
Gentlemen:
The undersigned stockholder, officer and/or director of Argyle
Security Acquisition Corporation ("Company"), in consideration of Rodman &
Renshaw, LLC ("Rodman") entering into a letter of intent ("Letter of Intent") to
underwrite an initial public offering of the securities of the Company ("IPO")
and embarking on the IPO process, hereby agrees as follows (certain capitalized
terms used herein are defined in paragraph 11 hereof):
1. If the Company solicits approval of its stockholders of a
Business Combination, the undersigned will vote all Insider Shares owned by him
in accordance with the majority of the votes cast by the holders of the IPO
Shares.
2. In the event that the Company fails to consummate a Business
Combination within 18 months from the effective date ("Effective Date") of the
registration statement relating to the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO), the undersigned will take all
reasonable actions within his power to cause the Company to liquidate as soon as
reasonably practicable. In such event, the undersigned hereby waives any and all
right, title, interest or claim of any kind in or to any liquidating
distributions by the Company, including, without limitation, any distribution of
the Trust Fund (as defined in the Letter of Intent) as a result of such
liquidation with respect to his Insider Shares ("Claim") and hereby waives any
Claim the undersigned may have in the future as a result of, or arising out of,
any contracts or agreements with the Company and will not seek recourse against
the Trust Fund for any reason whatsoever. The undersigned agrees to indemnify
and hold harmless the Company against any and all loss, liability, claims,
damage and expense whatsoever (including, but not limited to, any and all legal
or other expenses reasonably incurred in investigating, preparing or defending
against any litigation, whether pending or threatened, or any claim whatsoever)
which the Company may become subject as a result of any claim by any vendor that
is owed money by the Company for services rendered or products sold but only to
the extent necessary to ensure that such loss, liability, claim, damage or
expense does not reduce the amount in the Trust Fund.
Argyle Security Acquisition Corporation
Rodman & Renshaw, LLC
July ___, 2005
Page 2
3. In order to minimize potential conflicts of interest which may
arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or
entity, those opportunities to acquire an operating business the undersigned
reasonably believes are suitable for the Company, until the earlier of the
consummation by the Company of a Business Combination, the liquidation of the
Company or until such time as the undersigned ceases to be an officer or
director of the Company, subject to any fiduciary obligations the undersigned
might have.
4. The undersigned acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which is affiliated
with any of the Insiders unless the Company obtains an opinion from an
independent investment banking firm reasonably acceptable to Rodman that the
business combination is fair to the Company's stockholders from a financial
perspective.
5. Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled to receive
and will not accept any finder's fee or any other compensation for services
rendered to the Company prior to the consummation of the Business Combination;
provided that the undersigned shall be entitled to reimbursement from the
Company for his out-of-pocket expenses incurred in connection with seeking and
consummating a Business Combination.
6. Neither the undersigned, any member of the family of the
undersigned, or any Affiliate of the undersigned will be entitled to receive or
accept a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.
7. The undersigned will escrow his Insider Shares for the three-year
period commencing on the Effective Date, subject to the terms of a Stock Escrow
Agreement which the Company will enter into with the undersigned and an escrow
agent acceptable to the Company.
8. The undersigned's Questionnaire furnished to the Company and
Rodman and annexed as Exhibit A hereto is true and accurate in all respects. The
undersigned represents and warrants that:
(a) he is not subject to or a respondent in any legal action for,
any injunction, cease-and-desist order or order or stipulation to desist or
refrain from any act or practice relating to the offering of securities in any
jurisdiction;
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Argyle Security Acquisition Corporation
Rodman & Renshaw, LLC
July ___, 2005
Page 3
(b) he has never been convicted of or pleaded guilty to any crime
(i) involving any fraud or (ii) relating to any financial transaction or
handling of funds of another person, or (iii) pertaining to any dealings in any
securities and he is not currently a defendant in any such criminal proceeding;
and
(c) he has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.
9. The undersigned authorizes any employer, financial institution,
or consumer credit reporting agency to release to Rodman and its legal
representatives or agents (including any investigative search firm retained by
Rodman) any information they may have about the undersigned's background and
finances ("Information"), solely for the purposes of the Company's IPO. Neither
Rodman nor its agents shall be violating the undersigned's right of privacy in
any manner in requesting and obtaining the Information and the undersigned
hereby releases them from liability for any damage whatsoever in that
connection.
10. As used herein, (i) 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; (ii) "Insiders" shall mean all officers,
directors and stockholders of the Company immediately prior to the IPO; (iii)
"Insider Shares" shall mean all of the shares of Common Stock of the Company
owned by an Insider prior to the IPO; and (iv) "IPO Shares" shall mean the
shares of Common Stock issued in the Company's IPO.
Argyle New Ventures L.P.
By:
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Name:
Title:
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