UNDERWRITING AGREEMENT between ARGYLE SECURITY ACQUISITION CORPORATION and RODMAN & RENSHAW, LLC, as Representative of the Underwriters named on Schedule I hereto Dated: January __, 2006Underwriting Agreement • December 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:
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the __ day of __________, 2005, by and among Argyle Security Acquisition Corporation, a Delaware corporation (the "Company"), and the undersigned...Registration Rights Agreement • July 13th, 2005 • Argyle Security Acquisition CORP • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _________, 2005 by and between Argyle Security Acquisition Corporation (the "Company") and American Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's Registration...Investment Management Trust Agreement • July 13th, 2005 • Argyle Security Acquisition CORP • New York
November 23, 2009Argyle Security, Inc. • November 23rd, 2009 • Services-detective, guard & armored car services
Each of Mike Peterson and Leonard Peterson (each, a “Holder”, and collectively, the “Holders”), as an assignee of LAMSP, Inc., a California corporation (f/k/a Peterson Detention, Inc., “PDI”), and sole holder of each Note, has agreed to provide to ISI Detention Contracting Group, Inc., a California corporation (the “Company”), at the Company’s request, the Holder’s commitment to enter into a note modification agreement (collectively, the “Modification”) to each of those two certain Guaranteed Convertible Promissory Notes dated January 1, 2008 by the Company payable to the order of PDI, each in the original principal amount of $1.5 million (each, a “Note”, and collectively, the “Notes”) on terms and conditions set out below.
UNDERWRITING AGREEMENT between ARGYLE SECURITY ACQUISITION CORPORATION andUnderwriting Agreement • November 29th, 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:
WARRANT AGREEMENT This Warrant Agreement (this "Agreement") made as of _________ __, 2005, by and between Argyle Security Acquisition Corporation, a Delaware corporation with offices at 200 Concord Plaza, Suite 700, San Antonio, Texas 78216...Warrant Agreement • December 19th, 2005 • Argyle Security Acquisition CORP • Blank checks • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ___________ ___, 2005 ("Agreement") by and among Argyle Security Acquisition Corporation, a Delaware corporation ("Company"), the undersigned parties listed as Initial Stockholders on the...Stock Escrow Agreement • July 13th, 2005 • Argyle Security Acquisition CORP • New York
Dealers' Selling Concession: Not to exceed $0.__ per Unit payable upon termination of this Agreement, except as provided below. We reserve the right not to pay such concession on any of the Units purchased by any of the Selected Dealers from us and...Dealers Agreement • July 13th, 2005 • Argyle Security Acquisition CORP • New York
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 • February 7th, 2006 • 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) JANUARY 24, 2007. VOID AFTER 5:00 P.M. EASTERN TIME, JANUARY 24, 2011.
July __, 2005 Rodman & Renshaw, LLC 330 Madison Avenue New York, New York 10017 Re: Argyle Security Acquisition Corporation Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Argyle Security...Argyle Security Acquisition CORP • July 13th, 2005
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Argyle Security Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and one Warrant. The shares of Common Stock and Warrants will not be separately tradeable until 20 days after the exercise or expiration of the over-allotment exercise period, unless Rodman & Renshaw, LLC ("Rodman") informs the Company of its decision to allow earlier separate trading.
LOAN AND SECURITY AGREEMENT by and between THE PRIVATEBANK AND TRUST COMPANY and ISI SECURITY GROUP, INC. Dated as of October 3, 2008Loan and Security Agreement • October 6th, 2008 • Argyle Security, Inc. • Services-detective, guard & armored car services
This LOAN AND SECURITY AGREEMENT dated as of October 3, 2008 (the “Agreement”), is executed by and between ISI SECURITY GROUP, INC., a Delaware corporation, (the “Borrower”), which has its chief executive office located at 12903 Delivery Drive, San Antonio, Texas 78247, and THE PRIVATEBANK AND TRUST COMPANY, an Illinois banking corporation (the “Bank”), whose address is 70 W. Madison, 2nd floor, Chicago, Illinois 60602.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 13th, 2006 • Argyle Security Acquisition CORP • Blank checks • New York
This Agreement is made as of _________, 2006 by and between Argyle Security Acquisition Corporation (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
ContractArgyle Security, Inc. • March 31st, 2008 • Services-detective, guard & armored car services
SECURITY AGREEMENTSecurity Agreement • October 6th, 2008 • Argyle Security, Inc. • Services-detective, guard & armored car services
This SECURITY AGREEMENT dated as of October 3, 2008 (the “Security Agreement”), is executed by and between ISI SECURITY GROUP, INC., a Delaware corporation (f/k/a ISI DETENTION CONTRACTING GROUP, INC.) (“Borrower”), DETENTION CONTRACTING GROUP, LTD, a Texas limited partnership, ISI DETENTION CONTRACTING GROUP, INC., a Texas corporation, ISI DETENTION CONTRACTING GROUP, INC., a California corporation, ISI DETENTION CONTRACTING GROUP, INC., a New Mexico corporation, ISI DETENTION SYSTEMS, INC., a Texas corporation, ISI SYSTEMS, LTD., a Texas limited partnership, METROPLEX CONTROL SYSTEMS, INC., a Texas corporation, ISI CONTROLS, LTD., a Texas limited partnership, METROPLEX COMMERCIAL FIRE AND SECURITY ALARMS, INC., a Texas corporation and MCFSA, LTD., a Texas limited partnership, COM-TEC SECURITY, LLC, a Wisconsin limited liability company, and COM-TEC CALIFORNIA LIMITED PARTNERSHIP, a limited partnership (collectively, the “Guarantors”), which have their chief executive located at 12903
NOTE AND WARRANT ACQUISITION AGREEMENTNote and Warrant Acquisition Agreement • April 20th, 2007 • Argyle Security Acquisition CORP • Blank checks • New York
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 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”).
SEVERANCE AND NON-COMPETITION AGREEMENTSeverance and Non-Competition Agreement • February 5th, 2009 • Argyle Security, Inc. • Services-detective, guard & armored car services • Texas
§ COMMERCIAL LEASE AGREEMENT COUNTY OF BEXAR § 12906 Flagship DriveCommercial Lease Agreement • June 26th, 2008 • Argyle Security, Inc. • Services-detective, guard & armored car services
THIS COMMERCIAL LEASE AGREEMENT (the “Lease”) is made and entered into as of the effective date provided below, by and between Green Wing Management, Ltd. (“Lessor”), and ISI Security Group, Inc., a Delaware corporation d/b/a Argyle Security USA (“Lessee”).
PLACEMENT UNIT AGREEMENTPlacement Unit Agreement • December 19th, 2005 • Argyle Security Acquisition CORP • Blank checks • New York
PLACEMENT UNIT AGREEMENT (this “Agreement”) made as of this ___ day of January, 2006 among Argyle Security Acquisition Corporation, a Delaware corporation (the “Company”), Rodman & Renshaw, LLC (“Rodman”) and the undersigned (the “Purchasers”).
ALLONGE TO GUARANTEED CONVERTIBLE PROMISSORY NOTE (M)Argyle Security, Inc. • December 17th, 2009 • Services-detective, guard & armored car services
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).
UNIT PURCHASE OPTION CLARIFICATION AGREEMENTUnit Purchase Option Clarification Agreement • November 14th, 2006 • Argyle Security Acquisition CORP • Blank checks • New York
This Unit Purchase Option Clarification Agreement (this “Agreement”), dated August 10, 2006, is to amend the Unit Purchase Option, dated as of January 30, 2006 (the “Option”), issued by Argyle Security Acquisition Corporation, a Delaware corporation, with offices at 200 Concord Plaza, Suite 700, San Antonio, Texas 78216 (“Company”), to I-Bankers, Inc., a Texas corporation, with offices at 125 E John Carpenter Freeway, Suite 260, Irving, Texas 75062 (“Option Holder”).
EMPLOYMENT AGREEMENT OF MICHAEL PETERSONEmployment Agreement • January 8th, 2008 • Argyle Security, Inc. • Services-detective, guard & armored car services • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 1, 2008 (the “Effective Date”), by and between ISI Detention Contracting Group, Inc., a corporation organized under the laws of California (“Employer”), and Michael Peterson, an individual residing in Orange, CA, (“Executive”) on the following terms and conditions:
SECURITIES PURCHASE AGREEMENT BY AND AMONG ARGYLE SECURITY, INC., CERTAIN STOCKHOLDERS AND THE PURCHASERS NAMED HEREIN DATED AS OF JANUARY 8, 2009Securities Purchase Agreement • January 9th, 2009 • Argyle Security, Inc. • Services-detective, guard & armored car services • Delaware
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”).
ContractNote • December 17th, 2009 • Argyle Security, Inc. • Services-detective, guard & armored car services • Texas
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.
ALLONGE TO GUARANTEED CONVERTIBLE PROMISSORY NOTE (L)Argyle Security, Inc. • May 15th, 2009 • Services-detective, guard & armored car services
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”).
GUARANTY OF LEASEGuaranty of Lease • March 31st, 2008 • Argyle Security, Inc. • Services-detective, guard & armored car services • Texas
FOR VALUE RECEIVED, and in consideration for, and as an inducement to Investment Properties, Ltd., a Texas limited partnership, to enter into a lease (the “Lease”), as “Landlord”, with ISI Detention Contracting Group, Inc., a Delaware corporation, as “Tenant”, the undersigned unconditionally guarantees to Landlord the full and timely payment and performance of all of Tenant’s covenants, conditions, and agreements in the Lease. In addition, the undersigned expressly agrees that the validity of this Guaranty of Lease and the obligations of the undersigned shall not be terminated, affected, or impaired by reason of (i) any forbearance, settlement or compromise between Landlord and Tenant, (ii) the invalidity of the Lease for any reason whatsoever, or (iii) the release of Tenant from any of Tenant’s obligations under the Lease by operation of law or otherwise, including, without limitation, the rejection or assignment of the Lease in connection with any bankruptcy proceeding.
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • February 6th, 2008 • Argyle Security, Inc. • Services-detective, guard & armored car services
This AMENDED AND RESTATED PLEDGE AGREEMENT dated as of January 23, 2008 (the “Pledge Agreement”) is executed by ISI SECURITY GROUP, INC., a Delaware corporation, formerly known as ISI DETENTION CONTRACTING GROUP, INC., a Delaware corporation, DETENTION CONTRACTING GROUP, LTD., a Texas limited partnership, ISI DETENTION CONTRACTING GROUP, INC., a Texas corporation, ISI DETENTION CONTRACTING GROUP, INC., a California corporation, ISI DETENTION CONTRACTING GROUP, INC., a New Mexico corporation, ISI DETENTION SYSTEMS, INC., a Texas corporation, ISI SYSTEMS, LTD., a Texas limited partnership, METROPLEX CONTROL SYSTEMS, INC., a Texas corporation, ISI CONTROLS, LTD., a Texas limited partnership, METROPLEX COMMERCIAL FIRE AND SECURITY ALARMS, INC., a Texas corporation and MCFSA, LTD., a Texas limited partnership (collectively, the “Pledgor”), whose address is 12903 Delivery Drive, San Antonio, Texas 78247, to and for the benefit of LASALLE BANK NATIONAL ASSOCIATION, a national banking associat
AMENDED AND RESTATED REVOLVING NOTERevolving Note • February 6th, 2008 • Argyle Security, Inc. • Services-detective, guard & armored car services
This Amended and Restated Revolving Note evidences the Revolving Loans, Letters of Credit and other indebtedness incurred by the Borrower under and pursuant to the Loan Agreement, to which reference is hereby made for a statement of the terms and conditions under which the Revolving Loan Maturity Date or any payment hereon may be accelerated. The holder of this Revolving Note is entitled to all of the benefits and security provided for in the Loan Agreement. All Revolving Loans shall be repaid by the Borrower on the Revolving Loan Maturity Date, unless payable sooner pursuant to the provisions of the Loan Agreement.
ASSET PURCHASE AGREEMENT By and Between Peterson Detention Inc., a California corporation as the Seller, and ISI Detention Contracting Group, Inc., a California corporation as the Purchaser Effective as of January 1, 2008Asset Purchase Agreement • January 8th, 2008 • Argyle Security, Inc. • Services-detective, guard & armored car services • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), effective as of January 1, 2008 (the “Effective Date”), is by and between Peterson Detention Inc., a corporation organized under the laws of California (the “Seller”), and ISI Detention Contracting Group, Inc., a corporation organized under the laws of California (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Article X and elsewhere. Michael Peterson, the President of the Seller, and Leonard Peterson, the Secretary of the Seller, each of whom is also a principal shareholder of the Seller, are parties to this Agreement for the purposes set forth on the signature page hereof. Argyle Security, Inc., a Delaware corporation (“Argyle”), and ISI Security Group, Inc., a Delaware corporation (“ISI”), are likewise parties to this Agreement for the purposes set forth on the signature page hereof.
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.
ALLONGE TO AMENDED AND RESTATED SENIOR SUBORDINATED PROMISSORY NOTE AArgyle Security, Inc. • April 1st, 2009 • Services-detective, guard & armored car services
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”).
NINTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • December 17th, 2009 • Argyle Security, Inc. • Services-detective, guard & armored car services • Illinois
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. STOCK OPTION AGREEMENT EMPLOYEE NON-QUALIFIED STOCK OPTIONOmnibus Securities and Incentive Plan • November 19th, 2007 • Argyle Security Acquisition CORP • Services-detective, guard & armored car services
WHEREAS, the Company has adopted the Argyle Security, Inc. 2007 Omnibus Securities and Incentive Plan (the “Plan”) for the benefit of its employees, nonemployee directors and consultants and the employees, nonemployee directors and consultants of its affiliates, and
SAM YOUNGBLOOD EMPLOYMENT AGREEMENTSam Youngblood Employment Agreement • March 31st, 2008 • Argyle Security, Inc. • Services-detective, guard & armored car services • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on October 19, 2004 (“the Effective Date”), by and between Detention Contracting Group, Ltd., a Texas limited partnership (the “LP”), and Mr. Sam Youngblood, an individual residing at 115 Tuttle Road, San Antonio, Texas 78212, (the “Executive”) under the following terms and conditions:
Executive Services AgreementServices Agreement • September 13th, 2007 • Argyle Security Acquisition CORP • Services-detective, guard & armored car services • Texas
