Exhibit
4.3


 


CastleRock Security Holdings, Inc.


2101 Arlington Heights Road,
Suite 150


Arlington
Heights, IL 60005


 


September 24, 2010


 


Robin Rodriguez


SA Systems LLC


3333 Poinciana Ave


Coconut Grove, FL  33133


 


Re:                             Contractual Rights - CastleRock Security Holdings, Inc.


 


Dear Robin:


 


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:


 


1.               Information and
Board Observer Rights.  As
long as SAS owns any shares of common stock in the Company, the Company shall: (a) provide
SAS with copies of the quarterly and annual financial statements of the Company
within ten (10) days after such financial statements are available in
final form, but in no event later than sixty (60) days after such each fiscal
quarter and ninety (90) days after each fiscal year, (b) furnish SAS with
all budget-related documents, including all projections and proposals, notices
of all meetings of any committees of the Board of Directors, notices of any
material litigation and all other information that SAS may reasonably request,
and (c) invite a representative of SAS to attend all meetings of its Board
of Directors (and all committees thereof) in a nonvoting observer capacity and,
in this respect, shall give such representative copies of all notices, minutes,
consents, and other materials that it provides to its directors; provided
that SAS hereby agrees and such SAS representative shall agree in writing to
hold in confidence and trust all information so provided (the “Proprietary Information”);
and, provided  further, that the Company reserves the right to
withhold any information, and to exclude such SAS representative from any
meeting or portion thereof, if the Board of Directors reasonably believes in
good faith that (a) access to such information or attendance at such
meeting would materially and adversely affect the attorney-client privilege
between the Company and its counsel, or (b) would result in the violation
of any law, injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which the
Company is subject.  Proprietary
Information shall not include (i) information that is legally in the
possession of SAS without any confidentiality restrictions or is publicly
available to SAS prior to the disclosure thereof, (ii) information that,
subsequent to its disclosure, becomes publicly available to SAS without any
violation of this letter agreement by SAS, (iii) information that becomes
legally available to SAS from any third party 


 

















 


without
any confidentiality restrictions, (iv) information that is independently
acquired without any confidentiality restrictions or developed by SAS, (v) information
that is required to be disclosed by SAS pursuant to law or regulation or by
order of a court of competent jurisdiction, or pursuant to the requirements of
a governmental or regulatory body, or (vi) information that is explicitly
approved for release by prior written authorization of the Company.  This paragraph 1 shall terminate and be of no
further force or effect upon the earlier to occur of: (1) the liquidation,
dissolution or winding up of the Company, or the deemed occurrence of such
event, in each case as set forth in the Company’s Certificate of Incorporation,
as amended from time to time, or (2) an initial underwritten public
offering of the Company’s securities; provided, however, that the
confidentiality obligations of SAS and the SAS representative set forth above
shall survive any such termination.


 


2.               Registration
Right.  If the Company grants to Alarm
Funding, LLC or any individual or entity of any kind, including but not limited
to a partnership, a corporation, a limited liability company, an association, a
joint stock company, a trust, a joint venture, an unincorporated organization,
or a governmental entity (or any department, agency, or political subdivision
thereof) that directly, or indirectly through one or more intermediaries,
controls, is controlled by or under common control with Alarm Funding
(collectively, “Alarm Funding”) any right to
register any of its securities under the Securities Act of 1933, as amended,
the Company shall grant the same rights to SAS. 
This paragraph 2 shall survive an initial underwritten public offering
of the Company’s securities and shall continue in effect for so long as SAS or
Cordell Funding, LLLP own individually or collectively one percent (1%) or more
of the Company’s outstanding common stock.


 


3.               Co-Sale Right.


 


a.               Capitalized
Terms.  For purposes of this paragraph
3, all capitalized terms used but not defined herein shall have the meanings
provided in that certain Right of First Refusal Agreement between Alarm
Funding, LLC, SAS and the Company of even date herewith (the “ROFR”).


 


b.              Exercise of
Right.  If Alarm Funding proposes to
Transfer any of its Equity Securities and such Offered Shares are not purchased
pursuant to Section 2.1 of the ROFR, and thereafter are to be sold to the
third-party transferee(s) identified in the Transfer Notice, SAS may elect
to participate on a pro rata basis in the proposed transfer as set forth in
this paragraph 3 and otherwise on the same terms and conditions specified in
the Proposed Transfer Notice.  If SAS
desires to exercise such right of co-sale, SAS must give Alarm Funding written
notice to that effect within fifteen (15) days after the deadline for delivery
of the Participating Holder Notice or Participating Holders Overallotment
Notice described in Section 2.1 of the ROFR, as applicable, and upon
giving such notice SAS shall be deemed to have effectively exercised its right
of co-sale hereunder.


 


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c.               Includable
Shares.  If SAS delivers the written
notice described in paragraph 3(b) above, SAS may include in the proposed
Transfer by Alarm Funding all or any part of SAS’ Equity Securities equal to
the product obtained by multiplying (i) the aggregate number of Offered
Shares (excluding shares purchased by the Company or the Holders pursuant to Section 2.1
of the ROFR) by (ii) a fraction, the numerator of which is the number of shares
of Equity Securities owned by SAS immediately before consummation of the
proposed Transfer (including any shares that SAS has agreed to purchase
pursuant to Section 2.1 of the ROFR) and the denominator of which is the
total number of shares of Equity Securities owned, in the aggregate, by all
Holders immediately prior to the consummation of the proposed Transfer
(including any shares that all Holders have collectively agreed to purchase
pursuant to Section 2.1 of the ROFR).


 


d.              Delivery of
Certificates.  SAS shall
effect its participation in the proposed Transfer by delivering to Alarm
Funding, no later than fifteen (15) days after such SAS’ exercise of its
co-sale right, one or more stock certificates, properly endorsed for transfer
to the prospective transferee, representing the number of shares of Equity
Securities that SAS elects to include in the Transfer.


 


e.               Purchase
Agreement.  The parties
hereby agree that the terms and conditions of any sale pursuant to this
paragraph 3 will be memorialized in, and governed by, a written purchase and
sale agreement with customary terms and provisions for such a transaction and
the parties further covenant and agree to enter into such an agreement as a
condition precedent to any sale or other transfer pursuant to this paragraph 3.


 


f.                 Deliveries.  Each stock certificate SAS delivers to Alarm
Funding pursuant to paragraph 3(d) above will be transferred to the
prospective transferee against payment therefor in consummation of the sale of
the Offered Shares pursuant to the terms and conditions specified in the
Proposed Transfer Notice and the purchase and sale agreement, and Alarm Funding
shall concurrently therewith remit or direct payment to SAS the portion of the
sale proceeds to which SAS is entitled by reason of its participation in such
sale.  If any prospective transferee or
transferees refuse(s) to purchase Equity Securities from SAS, Alarm
Funding may not sell any Offered Shares to such prospective transferee or
transferees unless and until, simultaneously with such sale, Alarm Funding
purchases all Equity Securities subject to the right of co-sale from SAS on the
same terms and conditions (including the proposed purchase price) as set forth
in the Proposed Transfer Notice.


 


g.              Additional
Compliance.  If any proposed
Transfer is not consummated within forty-five (45) days after receipt of the
Proposed Transfer Notice by the Company, Alarm Funding may not sell any Offered
Shares unless they first comply in full with each provision of this paragraph
3.  The exercise or election 


 


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not
to exercise any right by SAS shall not adversely affect its right to
participate in any other sales of Offered Shares subject to this paragraph 3.


 


h.              Termination.  This paragraph 3 shall terminate and be of no
further force or effect upon the earlier to occur of: (1) the liquidation,
dissolution or winding up of the Company, or the deemed occurrence of such
event, in each case as set forth in the Company’s Certificate of Incorporation,
as amended from time to time, or (2) an initial underwritten public
offering of the Company’s securities


 


In the event that the
Company engages in a restructuring or similar transaction, any resulting entity
or entities shall be subject to this letter in the same manner and to the same
extent as the Company.


 


	
  Very
  truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
  CASTLEROCK
  SECURITY HOLDINGS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  / s / Brian E. Johnson

  	
   

  
	
   

  	
  Brian E. Johnson

  	
   

  
	
   

  	
  President and Chief
  Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND ACCEPTED:

  
	
   

  
	
  SA
  SYSTEMS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  / s / Robin Rodriguez

  	
   

  
	
   

  	
  Robin Rodriguez

  	
   

  
	
   

  	
  Manager

  	
   

  



 


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