Argyle Security, Inc. Sample Contracts

Argyle Security, Inc. – Contract (December 17th, 2009)

THIS NOTE (AS DEFINED BELOW) AND THE SHARES OF COMMON STOCK (AS DEFINED BELOW) ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SHARES OF COMMON STOCK MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO DEBTOR (AS DEFINED BELOW) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SUCH COMMON STOCK IS SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

Argyle Security, Inc. – ALLONGE TO GUARANTEED CONVERTIBLE PROMISSORY NOTE (L) (December 17th, 2009)

THIS ALLONGE TO GUARANTEED CONVERTIBLE PROMISSORY NOTE (L) (this “Allonge”) is made and entered into as of the 14th day of December, 2009, by and between ISI Detention Contracting Group, Inc., a California corporation (the “Company”), and Leonard Peterson (the “Holder”). Capitalized terms used herein without definition shall have the meanings given to them in the Note (as defined below).

Argyle Security, Inc. – ALLONGE TO GUARANTEED CONVERTIBLE PROMISSORY NOTE (M) (December 17th, 2009)

THIS ALLONGE TO GUARANTEED CONVERTIBLE PROMISSORY NOTE (M) (this “Allonge”) is made and entered into as of the 14th day of December, 2009, by and between ISI Detention Contracting Group, Inc., a California corporation (the “Company”), and Michael Peterson (the “Holder”). Capitalized terms used herein without definition shall have the meanings given to them in the Note (as defined below).

Argyle Security, Inc. – Press Release (December 17th, 2009)

SAN ANTONIO, December 14, 2009 /PRNewswire-FirstCall / — Argyle Security, Inc., (OTC Bulletin Board: ARGL) (“Argyle” and, together with its subsidiaries, the “Company”), a service and solutions provider in the physical electronic security industry, announced today a recapitalization unanimously approved by the Board. The Company received a $10.45 million investment from funds managed by MML Capital Partners (“MML”). MML is the Company’s largest stockholder, and certain of its employees constitute a majority of the Company’s Board of Directors.

Argyle Security, Inc. – NINTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (December 17th, 2009)

THIS NINTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is dated as of December 14, 2009 (the “Ninth Amendment Effective Date”) by and among ISI Security Group, Inc., a Delaware corporation formerly known as ISI Detention Contracting Group, Inc. (the “Company” or the “Borrower”), William Blair Mezzanine Capital Fund III, L.P., a Delaware limited partnership (the “Purchaser”), and for the limited purpose of Sections 4.2, 4.3 and 4.10 of the Purchase Agreement (as defined below), Argyle Security, Inc., a Delaware corporation (“Holdings” or “Parent”).

Argyle Security, Inc. – AMENDMENT NO. 1 to UNCONDITIONAL CONTINUING GUARANTY (December 17th, 2009)

THIS AMENDMENT NO. 1 TO UNCONDITIONAL CONTINUING GUARANTY (the “Amendment”), dated as of December 14, 2009 (the “Amendment Effective Date”), is entered into by ARGYLE SECURITY, INC., a Delaware corporation (“Guarantor”), and THE PRIVATEBANK AND TRUST COMPANY, an Illinois state bank (the “Bank”).

Argyle Security, Inc. – AMENDMENT NO. 4 to LOAN AND SECURITY AGREEMENT (December 17th, 2009)

THIS AMENDMENT NO. 4 to LOAN AND SECURITY AGREEMENT (the “Amendment”), dated as of December 14, 2009, between ISI SECURITY GROUP, INC. (the “Borrower”) and THE PRIVATEBANK AND TRUST COMPANY (the “Bank”).

Argyle Security, Inc. – PLEDGE AGREEMENT (December 17th, 2009)

This PLEDGE AGREEMENT dated as of December 14, 2009 (the “Pledge Agreement”) is executed by ARGYLE SECURITY, INC. (the “Pledgor”), whose address is 12903 Delivery Drive, San Antonio, Texas 78247, to and for the benefit of THE PRIVATEBANK & TRUST COMPANY, an Illinois state bank (the “Bank”), whose address is 120 South La Salle Street, Chicago, Illinois 60603.

Argyle Security, Inc. – Contract (December 17th, 2009)

THIS NOTE (AS DEFINED BELOW) AND THE SHARES OF COMMON STOCK (AS DEFINED BELOW) ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SHARES OF COMMON STOCK MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO DEBTOR (AS DEFINED BELOW) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SUCH COMMON STOCK IS SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

Argyle Security, Inc. – Contract (December 17th, 2009)

The security represented by this instrument was originally issued on December 14, 2009 (“Original Date of Issuance”), and has not been registered under the Securities Act of 1933, as amended (the “Act”), or under any applicable state securities laws, and may not be offered, sold or otherwise transferred, assigned, pledged or hypothecated unless and until registered under the Act and applicable state securities laws, or unless the Borrower (as defined below) has received an opinion of counsel satisfactory to the Borrower and its counsel that such registration is not required. The transfer of such security is subject to the conditions specified in that certain Note and Warrant Purchase Agreement, dated as of October 22, 2004 (as amended, restated or otherwise modified from time to time), by and among the Borrower, William Blair Mezzanine Capital Fund III, L.P., a Delaware limited partnership, and the Guarantors party thereto from time to time.

Argyle Security, Inc. – Contract (December 17th, 2009)

The security represented by this instrument was originally issued on October 22, 2004 (“Original Date of Issuance”), and has not been registered under the Securities Act of 1933, as amended (the “Act”), or under any applicable state securities laws, and may not be offered, sold or otherwise transferred, assigned, pledged or hypothecated unless and until registered under the Act and applicable state securities laws, or unless the Borrower (as defined below) has received an opinion of counsel satisfactory to the Borrower and its counsel that such registration is not required. The transfer of such security is subject to the conditions specified in that certain Note and Warrant Purchase Agreement, dated as of October 22, 2004 (as amended, restated or otherwise modified from time to time), by and among the Borrower, William Blair Mezzanine Capital Fund III, L.P., a Delaware limited partnership, and the Guarantors party thereto from time to time.

Argyle Security, Inc. – FIRST AMENDMENT TO LEASE (December 16th, 2009)

This First Amendment to Lease (“First Amendment”) is made and entered into as December 1, 2009 by and between C C & E, LLC (“Lessor”) and ISI Detention Contracting Group, Inc., a California corporation (“Lessee”).

Argyle Security, Inc. – NOTICE TO THE STOCKHOLDERS OF ARGYLE SECURITY, INC. PURSUANT TO SECTION 228 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (October 14th, 2009)

Notice is hereby given to all stockholders of Argyle Security, Inc., a Delaware corporation (the “Company”), pursuant to Section 228(e) of the Delaware General Corporation Law (the “DGCL”) that:

Argyle Security, Inc. – AMENDED AND RESTATED BYLAWS OF ARGYLE SECURITY, INC. (October 6th, 2009)
Argyle Security, Inc. – EIGHTH AMENDMENT AND WAIVER TO NOTE AND WARRANT PURCHASE AGREEMENT (August 4th, 2009)

THIS EIGHTH AMENDMENT AND WAIVER TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is dated as of August 3, 2009 (the “Eighth Amendment Effective Date”) by and among ISI Security Group, Inc., a Delaware corporation formerly known as ISI Detention Contracting Group, Inc. (the “Company”), and William Blair Mezzanine Capital Fund III, L.P., a Delaware limited partnership (the “Purchaser”).

Argyle Security, Inc. – AMENDMENT NO. 3 AND WAIVER TO LOAN AND SECURITY AGREEMENT (August 4th, 2009)

THIS AMENDMENT NO. 3 AND WAIVER TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of August 3, 2009 by and between ISI SECURITY GROUP, INC. (the “Borrower”) and THE PRIVATEBANK AND TRUST COMPANY (the “Bank”).

Argyle Security, Inc. – Argyle Security, Inc. Announces Entry into Non-Binding Letter of Intent with MML Capital for MML to Purchase Outstanding Common Stock and Units of Argyle and Take Argyle Private (June 16th, 2009)

SAN ANTONIO, June 16, 2009 — Argyle Security, Inc., (OTC Bulletin Board: ARGL), (“Argyle”) a service and solutions provider in the physical electronic security industry, announced today that it has entered into a non-binding letter of intent with MML Capital Partners in its capacity as advisor to, and on behalf of, Mezzanine Management Fund IV “A” L.P. and Mezzanine Management Fund Coinvest A L.P. (collectively “MML”) to merge Argyle into a privately-held company controlled by MML with current stockholders and unit holders receiving $2.00 per share and per unit, respectively.

Argyle Security, Inc. – ALLONGE TO GUARANTEED CONVERTIBLE PROMISSORY NOTE (L) (May 15th, 2009)

THIS ALLONGE TO GUARANTEED CONVERTIBLE PROMISSORY NOTE (L) (this “Allonge”) is made and entered into as of the 24th day of April, 2009, by and between ISI Detention Contracting Group, Inc., a California corporation (the “Company”), and Peterson Detention Inc., a California corporation (the “Holder”).

Argyle Security, Inc. – STANDARD FORM OF OFFICE LEASE The Real Estate Board of New York, Inc. (May 15th, 2009)

Agreement of Lease, made as of this 30th day of April in the year 2009, between Park Ridge International, Inc., 40 West 37th Street, New York NY 10018 party of the first part, hereinafter referred to as OWNER, and Argyle Security, Inc. party of the second part, hereinafter referred to as TENANT,

Argyle Security, Inc. – ALLONGE TO GUARANTEED CONVERTIBLE PROMISSORY NOTE (M) (May 15th, 2009)

THIS ALLONGE TO GUARANTEED CONVERTIBLE PROMISSORY NOTE (M) (this “Allonge”) is made and entered into as of the 24th day of April, 2009, by and between ISI Detention Contracting Group, Inc., a California corporation (the “Company”), and Peterson Detention Inc., a California corporation (the “Holder”).

Argyle Security, Inc. – ALLONGE TO AMENDED AND RESTATED SENIOR SUBORDINATED PROMISSORY NOTE A (April 1st, 2009)

THIS ALLONGE TO AMENDED AND RESTATED SENIOR SUBORDINATED PROMISSORY NOTE A (this “Allonge”) is made and entered into as of the 30th day of March, 2009, by and between ISI Security Group, Inc., a Delaware corporation formerly known as ISI Detention Contracting Group, Inc. and d/b/a “Argyle Security USA” (successor-by-merger to ISI Security Group, Inc., an unrelated entity) (the “Borrower”), and WILLIAM BLAIR MEZZANINE CAPITAL FUND III, L.P., a Delaware limited partnership (the “Holder”).

Argyle Security, Inc. – SEVENTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (April 1st, 2009)

THIS SEVENTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is dated as of March 30, 2009 by and among ISI Security Group, Inc., a Delaware corporation formerly known as ISI Detention Contracting Group, Inc. (the “Company”), and William Blair Mezzanine Capital Fund III, L.P., a Delaware limited partnership (the “Purchaser”).

Argyle Security, Inc. – ALLONGE TO THIRD AMENDED AND RESTATED SENIOR SUBORDINATED PROMISSORY NOTE (April 1st, 2009)

THIS ALLONGE TO THIRD AMENDED AND RESTATED SENIOR SUBORDINATED PROMISSORY NOTE (this “Allonge”) is made and entered into as of the 30th day of March, 2009, by and between ISI Security Group, Inc., a Delaware corporation formerly known as ISI Detention Contracting Group, Inc. and d/b/a “Argyle Security USA” (successor-by-merger to ISI Security Group, Inc., an unrelated entity) (the “Borrower”), and WILLIAM BLAIR MEZZANINE CAPITAL FUND III, L.P., a Delaware limited partnership (the “Holder”).

Argyle Security, Inc. – AMENDMENT NO. 2 to LOAN AND SECURITY AGREEMENT (April 1st, 2009)

THIS AMENDMENT NO. 2 to LOAN AND SECURITY AGREEMENT (the “Amendment”), dated as of March 30, 2009, between ISI SECURITY GROUP, INC. (the “Borrower”) and THE PRIVATEBANK AND TRUST COMPANY (the “Bank”).

Argyle Security, Inc. – SEVERANCE AND NON-COMPETITION AGREEMENT (February 5th, 2009)
Argyle Security, Inc. – SECURITIES PURCHASE AGREEMENT BY AND AMONG ARGYLE SECURITY, INC., CERTAIN STOCKHOLDERS AND THE PURCHASERS NAMED HEREIN DATED AS OF JANUARY 8, 2009 (January 9th, 2009)

This Securities Purchase Agreement, dated as of January 8, 2009 (this “Agreement”), is entered into by and among the Purchasers listed on Exhibit A, together with their permitted transferees (each, a “Purchaser” and collectively the “Purchasers”), Argyle Security, Inc., a Delaware corporation (the “Company”), and, solely for the purposes of Section 7.3 hereof, Sam Youngblood, Ron Chaimovski and Bob Marbut (together, with their Affiliates, the “Stockholders”).

Argyle Security, Inc. – SIXTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (January 9th, 2009)

THIS SIXTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT, dated as of January 8, 2009 (the “Amendment”), by and between ISI Security Group, Inc., a Delaware corporation formerly known as ISI Detention Contracting Group, Inc. and d/b/a “Argyle Security USA” (successor-by-merger to ISI Security Group, Inc., an unrelated entity) (the “Company”), and William Blair Mezzanine Capital Fund III, L.P., a Delaware limited partnership (the “Purchaser”), and Com-Tec Security, LLC, a Wisconsin limited liability company, and Com-Tec California Limited Partnership, a Wisconsin limited partnership, solely for purposes of becoming a “Guarantor” under the Purchase Agreement (as defined below).

Argyle Security, Inc. – CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the Delaware General Corporation Law (January 9th, 2009)

Pursuant to the authority granted to and vested in the Board of Directors of Argyle Security, Inc., a Delaware corporation (the “Corporation”) by the provisions of its Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), its Board of Directors has duly adopted the following resolutions effective as of January 6, 2009 (the “Effective Date”) creating the Series B Convertible Preferred Stock:

Argyle Security, Inc. – UNCONDITIONAL CONTINUING GUARANTY (January 9th, 2009)

This UNCONDITIONAL CONTINUING GUARANTY (“Guaranty”) is executed as of January 8, 2009, by ARGYLE SECURITY, INC., a Delaware corporation, (“Guarantor”), for the benefit of THE PRIVATEBANK AND TRUST COMPANY, an Illinois banking corporation (“Bank”).

Argyle Security, Inc. – AMENDMENT NO. 1 to LOAN AND SECURITY AGREEMENT (January 9th, 2009)

THIS AMENDMENT NO. 1 to LOAN AND SECURITY AGREEMENT (the “Amendment”), dated as of January 8, 2009, between ISI SECURITY GROUP, INC. (the “Borrower”) and THE PRIVATEBANK AND TRUST COMPANY (the “Bank”).

Argyle Security, Inc. – FIFTH AMENDMENT AND WAIVER TO NOTE AND WARRANT PURCHASE AGREEMENT (November 14th, 2008)

THIS FIFTH AMENDMENT AND WAIVER TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is dated as of November 13, 2008 by and among ISI Security Group, Inc., a Delaware corporation formerly known as ISI Detention Contracting Group, Inc. and d/b/a “Argyle Security USA” (successor-by-merger to ISI Security Group, Inc., an unrelated entity) (the “Company”), and William Blair Mezzanine Capital Fund III, L.P., a Delaware limited partnership (the “Purchaser”).

Argyle Security, Inc. – SEVERANCE AND NON-COMPETITION AGREEMENT (October 6th, 2008)
Argyle Security, Inc. – SEVERANCE AND NON-COMPETITION AGREEMENT (October 6th, 2008)
Argyle Security, Inc. – SEVERANCE AND NON-COMPETITION AGREEMENT (October 6th, 2008)
Argyle Security, Inc. – LOAN AGREEMENT (October 6th, 2008)

This LOAN AGREEMENT is entered into this 30th day of September 2008, by and between Argyle Security, Inc. a Delaware corporation (hereinafter "Lender"), and ISI Security Group, Inc. a Delaware corporation (hereinafter "Borrower").