China Security & Surveillance Technology, Inc.: Exhibit 4.4 -
   Prepared by TNT Filings Inc.




  

  Exhibit 4.4

   



September 2, 2009 

China Security & Surveillance Technology, Inc. 

13/F, Shenzhen Special Zone Press Tower 

Shennan Road 

Futian, Shenzhen 

People's Republic of China 

Fax: (86) 755-83510815 

Attention: Mr. Tu Guo Shen 

Re: 

Waiver, Consent and
Agreement 

Dear Sir: 

Reference is made to (1) the Second
Amended and Restated Investor Rights Agreement dated as of September 2, 2009 (as
it may be amended, supplemented or otherwise modified from time to time
hereafter, the "Investor Rights Agreement"), by and among China Security
& Surveillance Technology, Inc. (the "Company"), Citadel Equity Fund Ltd.
("Citadel") and the other parties named therein, (2) the Indenture, dated
as of September 2, 2009, by and among the Company, The Bank of New York Mellon
(the "Trustee"), and the other parties named therein (as it may be
amended, supplemented or otherwise modified from time to time hereafter, the "Tranche
A Indenture'"), in respect of the Company’s Tranche A Zero Coupon Guaranteed
Senior Unsecured Convertible Notes issued by the Company as of even date
therewith in the aggregate principal amount of US$50,000,000 (the "Tranche A
Notes"), (3) the Indenture dated as of September 2, 2009, by and among the
Company, the Trustee, and the other parties named therein (as it may be amended,
supplemented or otherwise modified from time to time hereafter, the "Tranche
B Indenture," and together with the Tranche A Indenture, the "Indentures")
in respect of the Company’s Tranche B Zero Coupon Guaranteed Senior Unsecured
Notes issued by the Company as of even date therewith in the aggregate principal
amount of $84,000,000 (the "Tranche B Notes," and together with the
Tranche A Notes, the "Notes"), and (4) the Note Purchase Agreement dated
as of August 18, 2009, by and among the Company, Citadel, and the other parties
named therein (as it may be amended, supplemented or otherwise modified from
time to time hereafter, the "Note Purchase Agreement," and together with
the Investor Rights Agreement, the Indentures and the Notes, the "Transaction
Documents"). 

Capitalized terms used herein but not otherwise
defined herein shall have the respective meanings given them in the Indentures,
as the context may require. 

1. 


Waiver for Strategic Transaction: 

a. 

Permission
to Engage in a Strategic Transaction. The undersigned being the sole
Beneficial Owner of the Notes as of the date of this letter, hereby agrees for
itself and its successors and assigns, that notwithstanding anything to the
contrary contained in the Transaction Documents, subject to the terms hereof,
the Company and its Subsidiaries are hereby expressly permitted (without the
need to obtain further consent or other approval from the holder or Beneficial
Owner of the Notes) to engage in a single Strategic Transaction (as defined
below). Furthermore, subject to the terms hereof, without limiting the
generality of the foregoing, the entry by the Company or any Subsidiary of the
Company into agreements or other commitments relating to such Strategic
Transaction, the consummation of such Strategic Transaction by the Company or
any Subsidiary and/or the performance by the Company or any Subsidiary of their
respective obligations under such agreements or other commitments (including
agreements relating to the governance and operations of the Strategic
Transaction) shall (1) not result in a default or an Event of Default, (2) not
result in the Company being obligated to make an Asset Sale Offer, Change of
Control Offer or Termination Trading Offer, and (3) not be deemed to result in
the breach of any covenant or any other provision contained in any Transaction
Document. 


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b. 

Definition of Strategic
Transaction. "Strategic Transaction" shall mean a Transaction with a
Strategic Partner or Strategic Partners, where: 

(i) 

a "Transaction"
for this purpose is (A) any transaction as part of which the Company or any of
its Subsidiaries contributes equity interests in any other Subsidiary of the
Company (the "Contributed Subsidiary") to the Strategic Partner (as
defined below) or to any Person (the "Joint Venture Entity") that is
owned in whole or in part by the Strategic Partner and in exchange for such
contribution, the Company or such Subsidiary (other than the Contributed
Subsidiary) receives (x) equity interests in such Joint Venture Entity which
amounts to no less than forty five percent (45%) of the outstanding aggregate
equity interests of such Joint Venture Entity immediately after such Strategic
Transaction and (y) cash consideration, or (B) any series of related
transactions described in the preceding clause (A), provided that such
transactions are with the same Strategic Partner or Strategic Partners and are
of the same business purpose, and in the case of each of (A) and (B) the board
of directors of the Company, including at least a majority of the independent
directors of the Company, has approved the transaction. 


(ii) 

"Strategic
Partner" means a third party that is not an Affiliate of the Company and
that has a market capitalization that is at least equal to that of the Company
and that is engaged in a Related Business. 

Notwithstanding the foregoing, a
Transaction will not be deemed to be a Strategic Transaction unless at least
twenty five percent (25%) of the proceeds raised by the Company or any of its
Subsidiaries in such Transaction are used to repay any outstanding principal
amount of the Notes within fifteen (15) business days following the receipt
thereof. 

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c. 

Cessation
of Obligations of Certain Guarantors. In the Strategic Transaction, if and
to the extent that the Contributed Subsidiary is a Guarantor, such Contributed
Subsidiary’s obligations as a Guarantor, along with any other obligations that
such Contributed Subsidiary may have under the Transaction Documents, shall
automatically cease and be of no further force or effect; provided that,
any Subsidiary of the Company that owns any direct interest in the Joint Venture
Entity, if not already a Guarantor, shall become a Guarantor and shall become
obligated as a Guarantor to the same extent as the Contributed Subsidiary was
obligated as a Guarantor under the Transaction Documents. 


d. 

Further
Assurances. If in connection with a Strategic Transaction any further action
is necessary or desirable to carry out the purposes and intent of the agreement
and waiver set forth above, each of the undersigned parties will take such
further action (including the execution and delivery of such further instruments
and documents) as any other party may request. 

3. 


Miscellaneous. The waiver specified herein shall not extend to any
transaction or transactions, other than the Strategic Transaction, that results
in a breach by the Company of its obligations under the Transaction Documents.
This letter shall be governed by, and construed in accordance with, the laws of
the State of New York. If any term, provision, covenant or restriction of this
letter is held by a court of competent jurisdiction to be invalid, illegal, void
or unenforceable, the remainder of the terms and provisions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, in each case to the extent permitted by applicable law. This
letter may be signed in one or more counterparts, each of which shall be deemed
and original and all of which, taken together, shall constitute one and the same
agreement. Any signature delivered by a party via telecopier shall be deemed to
be an original signature hereto. 

[Signature page(s) follows] 

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Very truly yours, 

CITADEL EQUITY FUND LTD. 

By:  Citadel Advisors LLC, its 

       
Portfolio Manager 

By: /s/ Andrew Fong                          


       Name: Andrew Fong 

       Title: Authorized Signatory 

ACKNOWLEDGED AND AGREED TO BY: 

CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. 

By: /s/ Tu Guo Shen                            


       Name: Tu Guo Shen 

       Title: Chief Executive Officer 

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