Unassociated Document


     

    ARGYLE
      SECURITY ACQUISITION CORPORATION

    200
      CONCORD PLAZA, SUITE 700

    SAN
      ANTONIO, TEXAS 78216

     

    


    March
      14,
      2007

     

     

    Rodman
      & Renshaw, LLC

    I-Bankers
      Securities, Inc.

    c/o
      Rodman & Renshaw, LLC

    1270
      Avenue of the Americas

    New
      York,
      NY 10020

    
 

    
      	
              Re:

            	
                  Deferred
                Discount

            


    

     

    Ladies
      and Gentlemen:

     

    Rodman
      & Renshaw, LLC (“Rodman”) and I-Bankers Securities, Inc, (“I-Bankers”) acted
      as co-managers (the “Co-Managers”) for the initial public offering (the “IPO”)
      of the securities of Argyle Security Acquisition Corporation (“Argyle”) and
      Rodman acted as representative of the underwriters. The IPO was conducted
      pursuant to the registration statement on Form S-1 (Registration Number
      333-126569) and the related final prospectus dated January 24, 2006 (the
“Prospectus”). In connection with the IPO, the Co-Managers agreed to deposit a
      portion of the underwriting discount (the “Deferred Amount”) into trust with a
      portion of the proceeds of the IPO. The Deferred Amount would only be paid
      to
      the Co-Managers upon Argyle’s consummation of a business combination and would
      be forfeited if Argyle did not consummate a business combination. Pursuant
      to
      the Prospectus, in the event that Argyle consummated a business combination
      but
      certain of its stockholders elected to exercise their respective redemption
      rights (as described in the Prospectus), the amounts deferred by the Co-Managers
      would not be paid to such redeeming stockholders, but instead would be paid
      to
      the Co-Managers. 

     

    Argyle
      announced a potential business combination in December 2006 and the Co-Managers
      believe
      that the business combination has a greater likelihood of being approved by
      Argyle’s stockholders (and, therefore, there being a greater likelihood of the
Co-Managers
      being
      paid the deferred discount) if, in connection with the business combination,
      a
      pro-rata portion of the deferred underwriting discount were paid to Argyle’s
      redeeming stockholders. Therefore, by signing below, the Co-Managers
      agree,
      and Rodman agrees as representative of the underwriters, that the Co-Managers
      and
      the
      underwriters forfeit any and all rights or claims to a pro-rata portion of
      the
      deferred discount and any interest accrued thereon with respect to any shares
      of
      Argyle’s common stock that are redeemed as described in the Prospectus, and that
      such amounts will be paid to the redeeming stockholders.

     

    
      	 	Sincerely,
	 	 	 
	 	ARGYLE
              SECURITY
              ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Bob
              Marbut
	 	Name:  	
              
Bob
              Marbut
	 	Title: 	Co-Chief
              Executive Officer


    

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Rodman
      & Renshaw, LLC

    March
      14,
      2007

    Page
      2

     

     

     

    Accepted
      and agreed:

     

    RODMAN
      & RENSHAW, LLC

     

    By:
      /s/ John
      Borer                                          


    Name:
      John Borer

    Title:  
      CEO

     

    Accepted
      and agreed:

     

    I-Bankers
      Securities, Inc.

     

    
      By:
        /s/ Shelley Gluck                                      


      Name:
        Shelley Gluck

      Title:  
        President