Board of Directors Uses in Affiliated Transactions Clause

Affiliated Transactions from Underwriting Agreement

The undersigned, Lumax Acquisition Corp., a Delaware corporation (Company), hereby confirms its agreement with Dawson James Securities, Inc. (DJ) and with the other underwriters named on Schedule I hereto for which DJ is acting as Representative (the Representative and, together with the other underwriters, the Underwriter) as follows:

Affiliated Transactions. The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have, or new fiduciary obligations related to or affiliated with entities to whom such Initial Stockholders have pre-existing fiduciary obligations including, but not limited to, fiduciary obligations to next generation, follow-on or successor entities to any entities to which such Initial Stockholders have pre-existing obligations or as otherwise set forth in the Registration Statement.

Affiliated Transactions from Underwriting Agreement

The undersigned, Education Media, Inc., a Delaware corporation ("Company"), hereby confirms its agreement with Ferris, Baker Watts, Incorporated (hereinafter referred to as "you," "FBW" or the "Representative") and with the other underwriters named on Schedule 1 hereto for which FBW is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

Affiliated Transactions. The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business with a value in excess of $50,000,000, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary obligations the Initial Stockholders might have or new fiduciary obligations related to or affiliated with entities to whom the Initial Stockholders have pre-existing fiduciary obligations, including, but not limited to, fiduciary obligations to next generation, follow-on or successor entities to any entities to which the Initial Stockholders have pre-existing obligations.

Affiliated Transactions from Underwriting Agreement

The undersigned, Taliera Corporation, a Delaware corporation ("Company"), hereby confirms its agreement with Morgan Joseph & Co. Inc. (being referred to herein variously as "you," "MJ" or the "Representative") and with the other underwriters named on Schedule I hereto for which MJ is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

Affiliated Transactions. The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

Affiliated Transactions from Underwriting Agreement

The undersigned, Taliera Corporation, a Delaware corporation ("Company"), hereby confirms its agreement with Morgan Joseph & Co. Inc. (being referred to herein variously as "you," "MJ" or the "Representative") and with the other underwriters named on Schedule I hereto for which MJ is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

Affiliated Transactions. The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

Affiliated Transactions from Agreement

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:

Affiliated Transactions. Except as set forth on Schedule 8.8, the Company shall cause each of the officers to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the officers will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the officers cease to be an officer of the Company, subject to any pre-existing fiduciary obligations the officers might have.

Affiliated Transactions from Agreement

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:

Affiliated Transactions. Except as set forth on Schedule 8.8, the Company shall cause each of the officers to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the officers will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the officers cease to be an officer of the Company, subject to any pre-existing fiduciary obligations the officers might have.

Affiliated Transactions from Underwriting Agreement

The undersigned, JK Acquisition Corp., a Delaware corporation (Company), hereby confirms its agreement with Ferris, Baker Watts, Incorporated (hereinafter referred to as you, FBW or the Representative) and with the other underwriters named on Schedule I hereto for which FBW is acting as Representative (the Representative and the other Underwriters being collectively called the Underwriters or, individually, an Underwriter) as follows:

Affiliated Transactions. The Company shall cause each of James P. Wilson and Keith D. Spickelmier to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, such Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary obligations such Initial Stockholders might have or new fiduciary obligations related to or affiliated with entities to whom such Initial Stockholders have pre-existing fiduciary obligations including, but not limited to, fiduciary obligations to next generation, follow-on or successor entities to any entities to which such Initial Stockholders have pre-existing obligations or as otherwise set forth in the Registration Statement.