Alarm.com Holdings, Inc. Sample Contracts

ALARM.COM HOLDINGS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 20, 2021 0% Convertible Senior Notes due 2026
Indenture • January 20th, 2021 • Alarm.com Holdings, Inc. • Services-prepackaged software • New York

INDENTURE dated as of January 20, 2021 between ALARM.COM HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in ‎Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in ‎Section 1.01).

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Underwriting Agreement
Underwriting Agreement • May 21st, 2020 • Alarm.com Holdings, Inc. • Services-prepackaged software • New York

The stockholders named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,616,451 shares of Common Stock, $0.01 par value (the “Stock”), of Alarm.com Holdings, Inc., a Delaware corporation (the “Company”). The aggregate of 5,616,451 shares to be sold by the Selling Stockholders is herein called the “Shares”. In the event only one underwriter is listed in Schedule II hereto, any references in this Agreement to the “Underwriters” shall be deemed to refer to the sole underwriter in the singular form listed in such Schedule II.

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50,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of May 8, 2014, among ALARM.COM INCORPORATED and ALARM.COM HOLDINGS, INC., jointly and severally, as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, and SILICON...
Credit Agreement • May 22nd, 2015 • Alarm.com Holdings, Inc. • Services-prepackaged software • New York

THIS CREDIT AGREEMENT (this “Agreement”), dated as of May 8, 2014, is entered into by and among ALARM.COM INCORPORATED, a Delaware corporation (“Alarm”), ALARM.COM HOLDINGS, INC., a Delaware corporation (“Holdings”, and together with Alarm, individually and collectively, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement, including SILICON VALLEY BANK (“SVB”) (each a “Lender” and, collectively, the “Lenders”), SVB, as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).

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125,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of October 6, 2017 among ALARM.COM INCORPORATED and ALARM.COM HOLDINGS, INC., jointly and severally, as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, and...
Guarantee and Collateral Agreement • November 9th, 2017 • Alarm.com Holdings, Inc. • Services-prepackaged software • New York

THIS CREDIT AGREEMENT (this “Agreement”), dated as of October 6, 2017 is entered into by and among ALARM.COM INCORPORATED, a Delaware corporation (“Alarm”), ALARM.COM HOLDINGS, INC., a Delaware corporation (“Holdings”, and together with Alarm, individually and collectively, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement, including SILICON VALLEY BANK (“SVB”) (each a “Lender” and, collectively, the “Lenders”), SVB, as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).

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ALARM.COM HOLDINGS, INC. INDEMNITY AGREEMENT
Indemnity Agreement • February 26th, 2020 • Alarm.com Holdings, Inc. • Services-prepackaged software • Delaware

This Indemnity Agreement (this “Agreement”) dated as of February 21, 2020, is made by and between Alarm.com Holdings, Inc., a Delaware corporation (the “Company”), and Simone Wu (“Indemnitee”).

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FIFTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT
Deed of Office Lease Agreement • March 16th, 2017 • Alarm.com Holdings, Inc. • Services-prepackaged software

THIS FIFTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT (this “Amendment”) is made as of January 31, 2017 (“Effective Date”) by and between MARSHALL PROPERTY LLC, a Delaware limited liability company (“Landlord”), and ALARM.COM INCORPORATED, a Delaware corporation (“Tenant”).

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4th AMENDMENT TO THE REFORMED MASTER SERVICES AGREEMENT
Reformed Master Services Agreement • November 9th, 2023 • Alarm.com Holdings, Inc. • Services-prepackaged software

THIS 4th AMENDMENT TO THE REFORMED MASTER SERVICES AGREEMENT (“Amendment”) is made and entered into this 27th day of September, 2023 by and between ADT LLC (“ADT”) and Alarm.com Incorporated (“Supplier”).

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NINTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT
Office Lease Agreement • May 7th, 2020 • Alarm.com Holdings, Inc. • Services-prepackaged software

THIS NINTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT (this “Amendment”) is made this 12th day of March, 2020, by and between TMG TMC 3, L.L.C., a Delaware limited liability company (“Landlord”), and ALARM.COM INCORPORATED, a Delaware corporation (“Tenant”).

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 15th, 2016 • Alarm.com Holdings, Inc. • Services-prepackaged software • New York

This Third Amendment to Credit Agreement (this “Amendment”) dated as of August 10, 2016, is by and among ALARM.COM INCORPORATED, a Delaware corporation (“Alarm”), ALARM.COM HOLDINGS, INC., a Delaware corporation (“Holdings”, and together with Alarm, individually and collectively, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities party hereto (each a “Lender” and, collectively, the “Lenders”), Silicon Valley Bank (“SVB”) , as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ALARM.COM HOLDINGS, INC. DATED AS OF Jury 11, 2012
Registration Rights Agreement • May 22nd, 2015 • Alarm.com Holdings, Inc. • Services-prepackaged software • New York

This Amended And Restated Registration Rights Agreement (this “Agreement”) is made as of July 11, 2012, by and among Alarm.com Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders party hereto (the “Stockholders”).

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DEED OF LEASE
Deed of Lease • June 20th, 2014 • Alarm.com Holdings, Inc. • Services-prepackaged software • Virginia

THIS DEED OF LEASE (this “Lease”) is made as of April 21, 2009, between 8150 LEESBURG PIKE, L.L.C., a Virginia limited liability company (“Landlord”), and ALARM.COM INCORPORATED, a Delaware corporation (“Tenant”).

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FIRST AMENDMENT TO REFORMED MASTER SERVICES AGREEMENT
Reformed Master Services Agreement • February 26th, 2020 • Alarm.com Holdings, Inc. • Services-prepackaged software

This First Amendment (“First Amendment”), effective as of December 9, 2019 (the “First Amendment Effective Date”), amends the Reformed Master Services Agreement (“Agreement”) by and between Alarm.com Incorporated (“Alarm.com”), a Delaware corporation with its principal place of business at 8281 Greensboro Drive, Suite 100, McLean, Virginia 22102, and ADT LLC, a Delaware limited liability company with a principal place of business at 1501 Yamato Road, Boca Raton, FL 33431 (collectively with its Affiliates, “ADT”), dated as of August 19, 2016. Except as otherwise provided herein, all other provisions of the Agreement shall remain in full force and effect.

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THIRD AMENDMENT TO REFORMED MASTER SERVICES AGREEMENT
Reformed Master Services Agreement • November 4th, 2021 • Alarm.com Holdings, Inc. • Services-prepackaged software

This Third Amendment (“Third Amendment”), effective as of July 1, 2021 (the “Third Amendment Effective Date”), is made by and between Alarm.com Incorporated (“Alarm.com“), a Delaware corporation with its principal place of business at 8281 Greensboro Drive, Suite 100, McLean, Virginia 22102, and ADT LLC, a Delaware limited liability company with a principal place of business at 1501 Yamato Road, Boca Raton, FL 33431 (collectively with its Affiliates, “ADT”), and amends that certain Reformed Master Services Agreement dated as of August 19, 2016, as amended by that certain First Amendment dated as of December 9, 2019, and that certain Second Amendment dated as of November 4, 2020 (the “Agreement”). Except as otherwise provided herein, all other provisions of the Agreement shall remain in full force and effect. In the event of any conflict between the terms of the Third Amendment and the Agreement, the terms of the Third Amendment shall prevail.

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 29th, 2016 • Alarm.com Holdings, Inc. • Services-prepackaged software • New York

This Second Amendment to Credit Agreement (this “Amendment”) dated as of December 7, 2015, is by and among ALARM.COM INCORPORATED, a Delaware corporation (“Alarm”), ALARM.COM HOLDINGS, INC., a Delaware corporation (“Holdings”, and together with Alarm, individually and collectively, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities party hereto, including SILICON VALLEY BANK (“SVB”) (each a “Lender” and, collectively, the “Lenders”), SVB, as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG ALARM.COM HOLDINGS, INC., ENERGYHUB HOLDINGS, INC., ENERGYHUB, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS STOCKHOLDER REPRESENTATIVE MAY 3, 2013
Agreement and Plan of Merger • May 22nd, 2015 • Alarm.com Holdings, Inc. • Services-prepackaged software • Delaware

Agreement And Plan Of Merger, dated as of May 3, 2013 (the “Agreement”), by and among Alarm.com Holdings, Inc., a Delaware corporation (“Alarm”), EnergyHub Holdings, Inc. (“Merger Sub”), EnergyHub, Inc., a Delaware corporation (the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Stockholder Representative.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 1st, 2019 • Alarm.com Holdings, Inc. • Services-prepackaged software • New York

This First Amendment to Credit Agreement (this “Amendment”) dated as of November 30, 2018, is by and among ALARM.COM INCORPORATED, a Delaware corporation (“Alarm”), ALARM.COM HOLDINGS, INC., a Delaware corporation (“Holdings”, and together with Alarm, individually and collectively, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities party hereto (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).

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DEED OF OFFICE LEASE AGREEMENT BETWEEN MARSHALL PROPERTY LLC, a Delaware limited liability company (“LANDLORD”) AND ALARM.COM INCORPORATED, a Delaware corporation (“TENANT”)
Office Lease Agreement • May 22nd, 2015 • Alarm.com Holdings, Inc. • Services-prepackaged software • Virginia
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ASSET PURCHASE AGREEMENT by and among ICN Acquisition, LLC as Buyer, iControl Networks, Inc., as Seller, the Seller Stockholders, Fortis Advisors LLC, solely in its capacity as the Seller Stockholder Representative, and solely for purposes of Section...
Asset Purchase Agreement • June 23rd, 2016 • Alarm.com Holdings, Inc. • Services-prepackaged software • Delaware

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 23, 2016 by and among ICN Acquisition, LLC, a Delaware limited liability company (“Buyer”), iControl Networks, Inc., a Delaware corporation (“Seller”), the equityholders of Seller who have executed valid Support Agreements (each, a “Seller Stockholder” and collectively, the “Seller Stockholders”), Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative for the stockholders of Seller (the “Seller Stockholder Representative”), and solely for purposes of Section 5.19 and Section 10.15, Alarm.com Holdings, Inc., a Delaware corporation (“Guarantor”). Buyer, the Seller Stockholders, Seller and, solely in its capacity as the representative for the stockholders of Seller and solely to the extent applicable, the Seller Stockholder Representative, are referred to individually as a “Party” and collectively herein as the “Parties.”

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FOURTH AMENDMENT TO THE ALARM.COM DEALER PROGRAM AGREEMENT BETWEEN ALARM.COM INCORPORATED AND MONI SMART SECURITY
Alarm.com Holdings, Inc. • November 9th, 2017 • Services-prepackaged software

THIS FOURTH AMENDMENT (the “Amendment”) by and betweenAlarm.com Incorporated, a company with its principal place of business at 8281 Greensboro Dr., Suite 100, McLean, VA 22102 (“Alarm.com”), and Monitronics International, Inc. a Texas company at 1990 Wittington Pl., Farmers Branch, TX 75234 (“MONI”), hereby amends the October 22, 2007 Alarm.com Agreement (“Agreement”), as amended, by and between MONI and Alarm.com. In the event of a conflict between any provisions of the Agreement, as amended, and this Amendment, the provisions of this Amendment shall prevail. Capitalized terms used herein without definition have the meanings assigned to them in the Agreement.

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SECOND AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT
Deed of Office Lease Agreement • August 15th, 2016 • Alarm.com Holdings, Inc. • Services-prepackaged software

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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THIRD AMENDMENT TO THE ALARM.COM DEALER PROGRAM AGREEMENT BETWEEN ALARM.COM INCORPORATED AND MONITRONICS INTERNATIONAL, INC.
Alarm.com Holdings, Inc. • February 29th, 2016 • Services-prepackaged software
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THIRTEENTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT
Office Lease Agreement • November 9th, 2023 • Alarm.com Holdings, Inc. • Services-prepackaged software

THIS THIRTEENTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT (this "Amendment") is made this 26th day of July 2023, by and between TMG TMC 3, L.L.C., a Delaware limited liability co any ("Landlord"), and ALARM.COM INCORPORATED, a Delaware corporation ("Tenant").

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FOURTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT
Deed of Office Lease Agreement • November 14th, 2016 • Alarm.com Holdings, Inc. • Services-prepackaged software

THIS FOURTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT (this “Amendment”) is made as of September 15, 2016 (“Effective Date”) by and between MARSHALL PROPERTY LLC, a Delaware limited liability company (“Landlord”), and ALARM.COM INCORPORATED, a Delaware corporation (“Tenant”).

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REFORMED MASTER SERVICES AGREEMENT
Reformed Master Services Agreement • November 14th, 2016 • Alarm.com Holdings, Inc. • Services-prepackaged software • New York

This Master Services Agreement (“Agreement”) is entered into by and between Alarm.com Incorporated (“Alarm.com”), a Delaware corporation with its principal place of business at 8281 Greensboro Drive, Suite 100, McLean, Virginia 22102, and ADT LLC, a Delaware limited liability company with a principal place of business at 1501 Yamato Road, Boca Raton, FL 33431 (collectively with its Affiliates, “ADT”), effective as of August 19, 2016 (“Effective Date”), and supersedes (1) the Master Services Agreement between the parties dated December 1, 2014, as amended, and (2) the Master Services Agreement between ADT and iControl Networks, Inc. dated December 17, 2008, as amended (“iControl MSA”), which will be transferred to Alarm.com upon closing of the transactions set forth in the Asset Purchase Agreement between iControl and certain affiliates of Alarm.com dated June 23, 2016 (“APA”).

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THIRD AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT
Deed of Office Lease Agreement • August 15th, 2016 • Alarm.com Holdings, Inc. • Services-prepackaged software

THIS THIRD AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT (this “Amendment”) is made as of May 6, 2016 (“Effective Date”) by and between MARSHALL PROPERTY LLC, a Delaware limited liability company (“Landlord”), and ALARM.COM INCORPORATED, a Delaware corporation (“Tenant”).

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AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 16th, 2016 • Alarm.com Holdings, Inc. • Services-prepackaged software

THIS AMENDMENT NO. 1 (this “Amendment”) to the Asset Purchase Agreement, dated as of June 23, 2016 (the “Agreement”), by and among ICN Acquisition, LLC, a Delaware limited liability company (“Buyer”), iControl Networks, Inc., a Delaware corporation (“Seller”), the Seller Stockholders, the Seller Stockholder Representative and the Guarantor is made as of November 15, 2016. Capitalized terms used in this Amendment and not otherwise defined shall have the meaning given to them in the Agreement.

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EIGHTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT
Deed of Office Lease Agreement • August 9th, 2019 • Alarm.com Holdings, Inc. • Services-prepackaged software

THIS EIGHTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT (this “Amendment”) is made this 17 day of July, 2019 (the “Effective Date”), by and between TMG TMC 3, L.L.C., a Delaware limited liability company (“Landlord”), and ALARM.COM INCORPORATED, a Delaware corporation (“Tenant”).

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SEVENTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT
Deed of Office Lease Agreement • August 9th, 2019 • Alarm.com Holdings, Inc. • Services-prepackaged software

THIS SEVENTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT (this “Amendment”) is made this 16th day of May, 2019 (the “Effective Date”), by and between TMG TMC 3, L.L.C., a Delaware limited liability company (“Landlord”), and ALARM.COM INCORPORATED, a Delaware corporation (“Tenant”).

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TENTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT
Deed of Office Lease Agreement • February 25th, 2021 • Alarm.com Holdings, Inc. • Services-prepackaged software

THIS TENTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT (this “Amendment”) is made this 17th day of December, 2020, by and between TMG TMC 3, L.L.C., a Delaware limited liability company (“Landlord”), and ALARM.COM INCORPORATED, a Delaware corporation (“Tenant”).

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EARLY EXERCISE RESTRICTED STOCK PURCHASE AGREEMENT
Early Exercise Restricted Stock Purchase Agreement • February 29th, 2016 • Alarm.com Holdings, Inc. • Services-prepackaged software • Delaware

This Early Exercise Restricted Stock Purchase Agreement (“Agreement”) is made as of [______________], by and between Alarm.com Holdings, Inc., a Delaware corporation (the “Company”), and [_________________] (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Company’s 2015 Equity Incentive Plan (as amended and in effect from time-to-time, the “Plan”).

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FIRST AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT
Office Lease Agreement • August 15th, 2016 • Alarm.com Holdings, Inc. • Services-prepackaged software

THIS FIRST AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT (this “Amendment”) is made as of May 29, 2015 (“Effective Date”) by and between MARSHALL PROPERTY LLC, a Delaware limited liability company (“Landlord”), and ALARM.COM INCORPORATED, a Delaware corporation (“Tenant”).

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SIXTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT
Deed of Office Lease Agreement • March 1st, 2019 • Alarm.com Holdings, Inc. • Services-prepackaged software

THIS SIXTH AMENDMENT TO DEED OF OFFICE LEASE AGREEMENT (this “Amendment”) is made this 10th day of October, 2018 (the “Effective Date”), by and between TMG TMC 3, L.L.C., a Delaware limited liability company (“Landlord”), and ALARM.COM INCORPORATED, a Delaware corporation (“Tenant”).

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SECOND AMENDMENT TO REFORMED MASTER SERVICES AGREEMENT
Reformed Master Services Agreement • February 25th, 2021 • Alarm.com Holdings, Inc. • Services-prepackaged software

This Second Amendment (“Second Amendment”), effective as of November 4, 2020 (the “Second Amendment Effective Date”), is made by and between Alarm.com Incorporated (“Alarm.com“), a Delaware corporation with its principal place of business at 8281 Greensboro Drive, Suite 100, McLean, Virginia 22102, and ADT LLC, a Delaware limited liability company with a principal place of business at 1501 Yamato Road, Boca Raton, FL 33431 (collectively with its Affiliates, “ADT”), and amends that certain Reformed Master Services Agreement dated as of August 19, 2016, as amended by that certain First Amendment dated as of December 9, 2019 (“Agreement”). Except as otherwise provided herein, all other provisions of the Agreement shall remain in full force and effect. In the event of any conflict between the terms of the Second Amendment and the Agreement, the terms of the Second Amendment shall prevail.

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