1
EXHIBIT 10.67
October 27, 1997
Pegasus Partners, L.P.
Pegasus Related Partners, L.P.
99 River Road
Cos Cob, Connecticut 06807
Code Alarm, Inc.
950 East Whitcomb
Madison Heights, MI 48071
Gentlemen:
We refer to the Unit Purchase Agreement dated as of the date hereof
among Code Alarm, Inc. (the "Company"), Pegasus Partners, L.P. and Pegasus
Related Partners, L.P. (the "Purchase Agreement"). Capitalized terms used but
not defined herein have the meanings ascribed to them in the Purchase
Agreement. This letter agreement is being delivered to each of you pursuant to
Section 3.01(o) of the Purchase Agreement.
In order to induce the Purchasers to enter into the Purchase Agreement
and related documents, each of the undersigned, other than the Kenneth M.
Mueller Charitable Remainder Unitrust, hereby agrees that he or it will not at
any time or from time to time, directly or indirectly, offer, sell, offer to
sell, contract to sell, or otherwise sell or dispose of, in the aggregate, a
number of shares of Common Stock in excess of twenty percent (20%) of the
shares of Common Stock beneficially owned by such party as of the date hereof;
provided, that during any 12-month period, the Robyn L. Mueller Trust shall be
entitled to sell up to 20% of the shares of Common Stock beneficially owned by
it at the beginning of such 12-month period. The obligations of each of the
undersigned pursuant to this paragraph shall be null and void and of no further
force and effect upon the earlier of (i) the fifth anniversary of the date
hereof and (ii) the date on which the Purchasers no longer hold, together with
their successors and assigns, at least 25% of the Units initially issued to
them pursuant to the Purchase Agreement (for purposes of this calculation,
Units, the Attached Warrants of which have been exercised for shares of Common
Stock which are still held by the party who exercised such Attached Warrants
shall be counted as Units held by such exercising party).
Each of the undersigned hereby agrees that he or it will vote all of
the shares of Common Stock beneficially owned by him or it in favor of approval
of the Charter Amendment, at any and all meetings at which the Charter
Amendment is presented to shareholders for approval, until the Charter
Amendment is approved by the Company's shareholders.
Each of the undersigned, individually and not jointly, represents and
warrants with respect to himself or itself that he or it is the beneficial
owner of the number of shares of Common Stock set forth opposite his or its
name on Annex A hereto, free and clear of any
2
security interests, liens, charges, encumbrances, equities, claims, options
(other than pledges pursuant to commercially customary brokers margin accounts)
or limitations of whatever nature and free of any other limitation or
restriction (including any restriction on the right to vote, sell or otherwise
dispose of such shares), other than those arising under the Securities Act of
1933, as amended, and applicable state securities laws.
Very truly yours,
ROBYN L. MUELLER TRUST
By: /s/ Robyn L. Mueller
-------------------------------------
Robyn L. Mueller, Trustee
KENNETH M. MUELLER CHARITABLE
REMAINDER UNITRUST
By: /s/ Kenneth M. Mueller
-------------------------------------
Kenneth M. Mueller, Trustee
/s/ Rand Mueller
-----------------------------------------
Rand W. Mueller
Accepted and Agreed:
PEGASUS PARTNERS, L.P.
By: /s/ Richard M. Cion
----------------------------------
Name: Richard M. Cion
Title: Vice President - Pegasus Investors GP, Inc.
PEGASUS RELATED PARTNERS, L.P.
By: /s/ Richard M. Cion
----------------------------------
Name: Richard M. Cion
Title: Vice President - Pegasus Investors GP, Inc.
CODE ALARM INC.
By: /s/ Rand Mueller
----------------------------------
Name: Rand Mueller
Title: President
3
ANNEX A
NO. OF SHARES OF PERCENTAGES OF
SHAREHOLDER COMMON STOCK OWNED SHARES OWNED
----------- ------------------ --------------
Rand W. Mueller 11,250(1) less than 1%
Kenneth M. Mueller 120,793(2) 5.204%
Charitable Remainder Unitrust
Robyn L. Mueller Trust 538,810 23.216%
- --------------
(1) Includes 11,250 shares of Common Stock to which Rand M. Mueller has the
right to acquire beneficial ownership, within 60 days, by the exercise of
options granted under the Company's 1987 Stock Option plan.
(2) Includes 750 shares of Common Stock to which Kenneth M. Mueller has the
right to acquire beneficial ownership, within 60 days, by the exercise of
options granted under the Company's 1987 Stock Option plan.