CASTLEROCK SECURITY HOLDINGS, INC. CASTLEROCK SECURITY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc. • Illinois
THIS AGREEMENT (the “Agreement”) is made effective as of the 1st day of November, 2010, by and between CastleRock Security, Inc., a Delaware corporation (“CRS”) (the “Company” or “Employer”), and James Ingold (the “Executive”). This Employment Agreement shall supersede and replace all prior employment agreements between Executive and the Company.
SECURITY AGREEMENTSecurity Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc.
THIS SECURITY AGREEMENT (the “Agreement”), dated as of October 20, 2010, is entered into by and between CASTLEROCK SECURITY HOLDINGS, INC., a Delaware corporation (“NewCo”), and SIEMENS FIRST CAPITAL COMMERCIAL FINANCE, LLC, a Delaware limited liability company, as Agent (the “Agent”), for the Lenders (as that term is defined below).
PLEDGE AGREEMENTPledge Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc.
THIS PLEDGE AGREEMENT (the “Agreement”), dated as of October 20, 2010, is given by Alarm Funding, LLC, a Delaware limited liability company (“Pledgor”), the owner of the equity interests in CastleRock Security Holdings, Inc., a Delaware corporation (“Company”) as more fully described on Schedule A, and SIEMENS FIRST CAPITAL COMMERCIAL FINANCE, LLC, a Delaware limited liability company, as agent for Lenders (“Secured Party” or “Agent”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 19th, 2011 • CastleRock Security Holdings, Inc. • Services-miscellaneous business services
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of January 18, 2011 (the “Fifth Amendment Effective Date”, by and among ALARM FUNDING, LLC, a Delaware limited liability company (sometimes referred to herein as “Alarm Funding”), CASTLEROCK SECURITY HOLDINGS, INC., a Delaware corporation (sometimes referred to herein as “NewCo”, and together with Alarm Funding, “Borrower”), and CASTLEROCK SECURITY, INC., a Delaware corporation (sometimes referred to herein as “CastleRock”, and together with Alarm Funding and NewCo, the “Credit Parties”), JOINDER PARTIES (as defined below), LENDERS (as defined in the Credit Agreement, as defined below), and SIEMENS FIRST CAPITAL COMMERCIAL FINANCE, LLC, a Delaware limited liability company, as successor in interest to FCC, LLC in its capacity as agent for Lenders (hereinafter referred to in such capacity as “Agent”).
CASTLEROCK SECURITY HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc.
Pursuant to the Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Award Agreement (collectively, the “Award”), CastleRock Security Holdings, Inc. (the “Company”) hereby awards you stock units under its 2010 Equity Incentive Plan (the “Plan”) representing the number of shares of the Company’s Common Stock as indicated in the Grant Notice. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.
CastleRock Security Holdings, Inc. Arlington Heights, IL 60005 September 24, 2010 Robin Rodriguez SA Systems LLC Coconut Grove, FL 33133 Re: Contractual Rights - CastleRock Security Holdings, Inc. Dear Robin:CastleRock Security Holdings, Inc. • November 5th, 2010
Pursuant to that certain Contribution Agreement dated September 24, 2010, SA Systems LLC (“SAS”) has acquired 138,000 shares of common stock in CastleRock Security Holdings, Inc. (the “Company”). In connection with such stock ownership, SAS will be entitled to the following contractual rights with respect to the Company:
ASSET PURCHASE AND SETTLEMENT AGREEMENT AMONG ALARM FUNDING, LLC (“ALARM FUNDING”) CASTLEROCK SECURITY, INC. (“PURCHASER”) SA SYSTEMS LLC (“SAS”) AND CORDELL FUNDING, LLLP (“CORDELL”) NOVEMBER 26, 2008Asset Purchase and Settlement Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc. • Delaware
THIS ASSET PURCHASE AND SETTLEMENT AGREEMENT (this “Agreement”), dated as of November 26, 2008, is by and among CASTLEROCK SECURITY, INC., a Delaware corporation (“Purchaser”); ALARM FUNDING, LLC, a Delaware limited liability company (“Alarm Funding”), SA SYSTEMS LLC, a Delaware limited liability company (“SAS”); and CORDELL FUNDING LLLP, a Florida limited liability limited partnership (“Cordell”). All capitalized terms used in this Agreement without definition shall have the respective meanings ascribed to such terms in Section 6.12 hereof.
CASTLEROCK SECURITY HOLDINGS, INC. EMPLOYMENT AGREEMENTCastlerock Security • November 5th, 2010 • CastleRock Security Holdings, Inc. • Illinois
THIS AGREEMENT (the “Agreement”) is made effective as of the 20th day of October, 2010, by and between CastleRock Security Holdings, Inc., a Delaware corporation (the “Company” or “Employer”), and Michael Snyder (the “Executive”).
INTERCONNECTION FACILITIES LICENSE AGREEMENTInterconnection Facilities License Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc.
TERM OF LICENSE: 5 years beginning on the Commencement Date and ending on the Termination Date (unless sooner terminated pursuant to the Lease).
SERVICING AGREEMENT between CASTLEROCK SECURITY, INC. (“Servicer”) and ALARM FUNDING, LLC (“Owner”) Dated as of November 26, 2008Servicing Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc. • Illinois
THIS SERVICING AGREEMENT, dated as of November 26, 2008 (this “Agreement”), is among CastleRock Security, Inc., a Delaware corporation (“CastleRock” or when acting in such capacity, the “Servicer”), and ALARM FUNDING, LLC, a Delaware limited liability company (“Owner”).
BORROWER JOINDER AND ASSUMPTION OF NOTEAnd Assumption of Note • November 5th, 2010 • CastleRock Security Holdings, Inc.
This Borrower Joinder and Assumption of Note (the “Borrower Joinder”) is made as of September 24, 2010, by CASTLEROCK SECURITY HOLDINGS, INC., a Delaware corporation (the “Additional Borrower”).
UNDERWRITING AGREEMENT between CASTLEROCK SECURITY HOLDINGS, INC. and RODMAN & RENSHAW, LLC as RepresentativeUnderwriting Agreement • January 19th, 2011 • CastleRock Security Holdings, Inc. • Services-miscellaneous business services • New York
The undersigned, CastleRock Security Holdings, Inc., a company formed under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
BORROWER JOINDER AND ASSUMPTION AGREEMENTJoinder and Assumption Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc.
This Borrower Joinder and Assumption Agreement (the “Borrower Joinder”) is made as of October 20, 2010, by CASTLEROCK SECURITY HOLDINGS, INC., a Delaware corporation (the “Additional Borrower”).
AMENDED AND RESTATED FORBEARANCE AGREEMENT AND AMENDMENT TO CREDIT AGREEMENTForbearance Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc. • New York
This Amended and Restated Forbearance Agreement and Amendment to Credit Agreement (this “Agreement”) is dated as of February 16th, 2008 by and among FCC, LLC and Siemens First Capital Commercial Finance, LLC (collectively, “Lender”), and Alarm Funding, LLC (‘‘Borrower’’). This Agreement is made in reference to that certain Forbearance Agreement dated as of November 27, 2007 as it has been or may be amended (“Original Forbearance Agreement”) relating to certain defaults that existed under that certain Credit Agreement dated as of May 25, 2007, between Lender and Borrower as amended by the Amendment to Credit Agreement and Credit Documents dated as of August 17, 2007 as it has been or may hereafter be amended (“Credit Agreement”), and various related instruments, documents and agreements.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc.
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of November 2, 2010, by and among ALARM FUNDING, LLC, a Delaware limited liability company (sometimes referred to herein as “Alarm Funding”), CASTLEROCK SECURITY HOLDINGS, INC., a Delaware corporation (sometimes referred to herein as “NewCo”, and together with Alarm Funding, “Borrower”), and CASTLEROCK SECURITY, INC., a Delaware corporation (sometimes referred to herein as “CastleRock”, and together with Alarm Funding and NewCo, the “Credit Parties”), LENDERS (as defined in the Credit Agreement, as defined below), and SIEMENS FIRST CAPITAL COMMERCIAL FINANCE, LLC, a Delaware limited liability company, as successor in interest to FCC, LLC in its capacity as agent for Lenders (hereinafter referred to in such capacity as “Agent”).
CONSENT, LIMITED WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT AND CREDIT DOCUMENTSCredit Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc.
This CONSENT, LIMITED WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT AND CREDIT DOCUMENTS (this “Amendment”) is dated as of October 20, 2010, by and among ALARM FUNDING, LLC, a Delaware limited liability company (sometimes referred to herein as “Alarm Funding”), CASTLEROCK SECURITY HOLDINGS, INC., a Delaware corporation (sometimes referred to herein as “NewCo”, and together with Alarm Funding, “Borrower”), and CASTLEROCK SECURITY, INC., a Delaware corporation (sometimes referred to herein as “CastleRock”, and together with Alarm Funding and NewCo, the “Credit Parties”), LENDERS (as defined in the Credit Agreement, as defined below), and SIEMENS FIRST CAPITAL COMMERCIAL FINANCE, LLC, a Delaware limited liability company, as successor in interest to FCC, LLC in its capacity as agent for Lenders (hereinafter referred to in such capacity as “Agent”).
CASTLEROCK SECURITY HOLDINGS, INC. 2010 EQUITY INCENTIVE PLAN STOCK APPRECIATION RIGHT AGREEMENTStock Appreciation Right Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc.
Pursuant to your Stock Appreciation Right Grant Notice (“Grant Notice”) and this Stock Appreciation Right Agreement (the “SAR Agreement”), CastleRock Security Holdings, Inc. (the “Company”) has granted you a Stock Appreciation Right (“SAR”) under its 2010 Equity Incentive Plan (the “Plan”) with respect to the number of shares of the Company’s Common Stock indicated in your Grant Notice at the grant value (“Grant Value”) indicated in your Grant Notice. Defined terms not explicitly defined in this SAR Agreement but defined in the Plan shall have the same definitions as in the Plan.
ASSIGNMENT AND MODIFICATION AGREEMENTAssignment and Modification Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc.
This ASSIGNMENT AND MODIFICATION AGREEMENT (this “Agreement”) is entered into as of this 20th day of October, 2010, by and among CASTLEROCK SECURITY HOLDINGS, INC., a Delaware corporation (“Dealer”), other Credit Parties now or hereafter party hereto, CASTLEROCK SECURITY, INC., a Delaware corporation (“Central Station”), and SIEMENS FIRST CAPITAL COMMERCIAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (as defined in the Credit Agreement) (“Agent”).
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc.
This Guaranty and Suretyship Agreement (the “Guaranty”), dated as of this 20th day of October, 2010, is made by the undersigned (“Guarantor”) in favor of SIEMENS FIRST CAPITAL COMMERCIAL FINANCE, LLC, as agent for Lenders (“Agent”) in connection with that certain Credit Agreement dated as of May 25, 2007, as amended, by and among ALARM FUNDING, LLC, a Delaware limited liability company (“Alarm Funding”), CASTLEROCK SECURITY HOLDINGS, INC., a Delaware corporation (“NewCo, and pursuant to the terms of that certain Borrower Joinder and Assumption Agreement of NewCo dated as of the date hereof, together with Alarm Funding the “Borrower”), and other Credit Parties now or hereafter party thereto, Agent and Lenders now or hereafter party thereto (“Lenders”) (as further amended, restated, modified, or supplemented from time to time hereafter, the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them by the Credit Agreement and t
40,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among ALARM FUNDING, LLC, LENDERS PARTY HERETO and FCC, LLC, As Agent Dated as of May 25, 2007Credit Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc.
THIS CREDIT AGREEMENT is dated as of May 25, 2007, and is made by and among ALARM FUNDING, LLC, a Delaware limited liability company (“Borrower”), Lenders (as hereinafter defined), and FCC, LLC, a Florida limited liability company, in its capacity as agent for Lenders under this Agreement (hereinafter referred to in such capacity as “Agent”).
Terms of Employment Between CastleRock Security Holdings, Inc and James M. GermanCastleRock Security Holdings, Inc. • January 19th, 2011 • Services-miscellaneous business services
Our agreement with Mr. German is that he will be paid an annual salary of $200,000. In addition, Mr. German is entitled to the same benefits offered by us to employees in comparable positions. Mr. German serves in this position as an at-will employee.
CASTLEROCK SECURITY HOLDINGS, INC. RESTRICTED STOCK PURCHASE AWARD AGREEMENTRestricted Stock Purchase Award Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc.
CastleRock Security Holdings, Inc. (the “Company”) wishes to sell to you, and you wish to purchase, shares of Common Stock from the Company, pursuant to the provisions of the Company’s 2010 Equity Incentive Plan (the “Plan”).
CONTRIBUTION AGREEMENTContribution Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc. • Delaware
THIS CONTRIBUTION AGREEMENT is made and entered into effective as of September 24, 2010 (the “Effective Date”), by and among CastleRock Security Holdings, Inc., a Delaware corporation (“Newco”), Alarm Funding, LLC, a Delaware limited liability company (“AF”), and SA Systems LLC, a Delaware limited liability company (“SAS,” and together with AF, the “Contributors”). Each of Newco, AF, and SAS are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc. • Delaware
THIS RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into effective as of September 24, 2010, by and among Castlerock Security Holdings, Inc., a Delaware corporation (the “Company”), and Alarm Funding, LLC, a Delaware limited liability company, and SA Systems LLC, a Delaware limited liability company (each a “Holder” and together the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2010, by and between CastleRock Security Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
CASTLEROCK SECURITY HOLDINGS, INC. STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)2010 Equity Incentive Plan • November 5th, 2010 • CastleRock Security Holdings, Inc.
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, CastleRock Security Holdings, Inc. (the “Company”) has granted you an option under its 2010 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
COLLATERAL ASSIGNMENT OF CONTRACTSCollateral Assignment of Contracts • November 5th, 2010 • CastleRock Security Holdings, Inc.
THIS COLLATERAL ASSIGNMENT OF CONTRACTS (the “Assignment”) is made and entered into as of the 20th day of October, 2010, by CASTLEROCK SECURITY HOLDINGS, INC., a Delaware corporation (“Assignor”), in favor of SIEMENS FIRST CAPITAL COMMERCIAL FINANCE, LLC, a Delaware limited liability company, as Agent (“Assignee”).
NONSOLICITATION, NONCOMPETITION AND NONDISCLOSURE AGREEMENT (NEWCO AS ADDITIONAL BORROWER)And Nondisclosure Agreement • November 5th, 2010 • CastleRock Security Holdings, Inc. • New York
This Nonsolicitation, Noncompetition and Nondisclosure Agreement (this “Agreement”) is made as of this 20th day of October, 2010, between between SIEMENS FIRST CAPITAL COMMERCIAL, LLC, a Delaware limited liability company (as “Agent”), and CASTLEROCK SECURITY HOLDINGS, INC., a Delaware corporation (“NewCo”).
