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 Subsidia
