Exhibit 10.26


 


BORROWER JOINDER


AND ASSUMPTION OF NOTE


 


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”).


 


Background


 


Reference
is made to that certain Promissory Note, dated as of July 1, 2010 (as the
same may be further amended, restated, supplemented or otherwise modified, from
time to time, the “Note”) by Castlerock Security, Inc. (the “Initial
Borrower,” and each of Initial Borrower and Additional Borrower, a “Borrower”
) in favor of Whitecap (US) Fund I, LP, a Delaware limited partnership (the “Lender”).


 


Note


 


Capitalized
terms defined in the Note are used herein as defined therein.  The rules of construction set forth in
the Note shall apply to this Borrower Joinder. 
In consideration of Additional Borrower becoming a Borrower under the
terms of the Note and in consideration of the value of the synergistic benefits
received by Additional Borrower as a result of the interdependence of the
businesses of the Initial Borrower and Additional Borrower, Additional Borrower
hereby agrees that effective as of September 24, 2010, it hereby joins in,
and is and shall be deemed to be a Borrower under, the Note and any other
associated documents related to the Note. 
Additional Borrower has assumed the obligations of a Borrower under the
Note, and Additional Borrower shall perform, comply with and be subject to and
bound by each of the terms, agreements, covenants and conditions of the Note,
on a joint and several basis with the Initial Borrower as such Note is in
effect as of the date hereof, as such with the same force and effect as if it
were an original signatory to the Note or other document to which Initial
Borrower is a party or by which a Borrower is bound. Without limiting the
generality of the foregoing, Additional Borrower hereby represents and warrants
that, except as expressly set forth on the attached Schedule I: (i) each
of the representations and warranties with respect to a Borrower set forth in
the Note is true and correct as to Additional Borrower on and as of the date
hereof as if made on and as of the date hereof by Additional Borrower (except
representations and warranties which expressly relate solely to an earlier date
or time, which representations and warranties shall be true and correct on and
as of the specific date or times referred to therein), and (ii) Additional
Borrower has heretofore received a true and correct copy of the Note and each
of the other associated documents (including any modifications thereof or
supplements or waivers thereto) as in effect on the date hereof.


 


The
Note and each other associated document are hereby ratified and confirmed and
shall remain in full force and effect.


 


In
furtherance of the foregoing, each reference to a “Borrower” in the Note and
each other associated document shall be deemed to include the undersigned
Additional Borrower.


 


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In
furtherance of the foregoing, Additional Borrower shall execute and deliver or
cause to be executed and delivered at any time and from time to time such
further instruments and documents, and do or cause to be done such further
acts, as may be reasonably necessary in the reasonable opinion of Lender to
carry out more effectively the provisions and purposes of this Borrower Joinder
and the other documents.


 


Additional
Borrower is simultaneously delivering to Lender any other documents required
under the Note.


 


Additional
Borrower acknowledges and agrees that a telecopy or other electronic
transmission to Lender of signature pages hereof purporting to be signed
on behalf of Additional Borrower shall constitute effective and binding
execution and delivery hereof by Additional Borrower.


 


[SIGNATURE PAGE FOLLOWS]


 


2

















 


[SIGNATURE PAGE TO BORROWER JOINDER- PAGE 1 of 2]


 


IN
WITNESS WHEREOF, each of the undersigned has duly executed this Borrower
Joinder and delivered the same to Agent, as of the date and year first above
written, intending to be legally bound hereby.


 


	
   

  	
  CASTLEROCK
  SECURITY HOLDINGS, INC.

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /
  s / Brian E. Johnson

  
	
   

  	
   

  	
  Brian
  E. Johnson, President

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED
  AND AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CASTLEROCK
  SECURITY, INC.,

  	
   

  
	
  a
  Delaware corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /
  s / Brian E. Johnson

  	
   

  
	
   

  	
  Name:
  Brian E. Johnson

  	
   

  
	
   

  	
  Title:
  President

  	
   

  



 

















 


[SIGNATURE PAGE TO BORROWER JOINDER- PAGE 2 of 2]


 


 


	
  ACKNOWLEDGED
  AND ACCEPTED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WHITECAP
  (US) FUND I, LP,

  	
   

  
	
  As
  Lender

  	
   

  
	
   

  	
   

  
	
   

  	
  By
  WHITECAP ADVISORS LLC,

  	
   

  
	
   

  	
  Its
  General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /
  s / Westin Lovy

  	
   

  
	
   

  	
   

  	
  Name:
  Westin Lovy

  	
   

  
	
   

  	
   

  	
  Title:
  Managing Director