LOCK-UP
AGREEMENT
by and
between
Argyle Security Acquisition
Corporation
and
THIS LOCK-UP AGREEMENT
(this “Lock-Up
Agreement”), dated as of ___________, 2006, by and among
ARGYLE SECURITY ACQUISITION CORPORATION , a
Delaware corporation (the “Company”) and
______________ (the “Stockholder”).
WHEREAS, This Lock-Up Agreement is made pursuant to the
Merger Agreement, dated December [__], 2006, by and among the
Company, ISI Security Group, Inc., a Delaware corporation and ISI
Detention Contracting Group, Inc., a Delaware corporation (the
“Merger Agreement”).
WHEREAS, the Company has entered into the Merger
Agreement pursuant to which it will, among other things, issue
________________ shares of its common stock (the
“Shares”) to the Stockholder; and
WHEREAS, it is a condition of the Merger Agreement that
the Stockholder enter into a lock-up agreement with the Company in
the form of this Lock-Up Agreement relating to the
Shares.
NOW, THEREFORE, in consideration of the foregoing and the terms,
conditions and mutual covenants appearing in this Lock-Up
Agreement, the parties hereto hereby agree as follows:
Section
1. Capitalized terms used and not otherwise
defined herein that are defined in the Merger Agreement shall have
the meanings given such terms in the Merger Agreement.
Section
2. (a) The Company
agreed to file a registration statement with the SEC relating to
the resale of the Shares on Form S-1, or such other form as may be
applicable, within 30 days of Closing Date and to use commercially
reasonable efforts to have such registration statement declared
effective by the staff of the SEC within 150 days after the Closing
Date. Regardless of the effective date of the registration
statement, the Stockholder may not offer, sell, contract to sell,
pledge or grant any option to purchase any of the Shares for a
period commencing on the date hereof and ending on January 24,
2009, without the prior written consent of the Company, unless the
Company consummated a transaction after the date of this Agreement
which results in all of the Company’s stockholders having the
right to exchange their shares of the Company’s common stock
for cash, securities or other property.
(b)
Notwithstanding the foregoing, the
Stockholder may make transfers to (i) family members and/or estate
planning vehicles ( i.e. , family limited partnerships and
trusts), or (ii) to any controlled affiliate of the Stockholder if,
prior to such transfer, any person who is permitted to receive the
Shares pursuant to paragraphs (i) and (ii), above, agrees in
writing to be bound by the restrictions set forth herein; provided,
further, however, that any such transfer is made in compliance with
all applicable securities laws and the Company receives an opinion
of counsel that such transfer does not violate applicable
securities laws.
(c) For the purpose of effectuating this Lock-Up
Agreement, the Stockholder hereby consents to the Company issuing a
stop transfer instruction to the transfer agent in accordance with
the terms of this Lock-Up Agreement. Any sale of Shares in
violation of this Lock-Up Agreement by the Stockholder without the
consent of the Company shall constitute a material breach of this
Agreement.
(d) The Stockholder acknowledges that its breach or
impending violation of any of the provisions of this Lock-Up
Agreement
