As previously disclosed, in June 2016, ICN Acquisition, LLC (the
Buyer), a wholly-owned indirect subsidiary of Alarm.com Holdings,
Inc. (Alarm.com and, together with the Buyer, the Company),
entered into an Asset Purchase Agreement, dated as of June 23,
2016, by and among the Company, Icontrol Networks, Inc.
(Icontrol) and Fortis Advisors, LLC as the representative of
Icontrols stockholders (the Asset Purchase Agreement). to the
Asset Purchase Agreement, the Company agreed to acquire two
business units, Connect and Piper, from Icontrol for a purchase
price of approximately $140.0 million (the Acquisition). On
November 2, 2016, in response to questions raised by the Federal
Trade Commission (the FTC), which is reviewing the Acquisition,
the Company and Icontrol represented to the FTC that the terms of
the Asset Purchase Agreement would be modified to ensure the
Company does not exercise any control over the ongoing operations
of the Icontrol business until the consummation of the
Acquisition. On November 15, 2016, the Company and Icontrol
entered into an amendment to the Asset Purchase Agreement (the
Amendment) to address the questions raised by the FTC. The
Amendment modifies the covenants between Icontrol and Alarm.com
that apply from the date of signing the Asset Purchase Agreement
to the date of closing the Acquisition. The Amendment also
provides that Alarm.com will continue to pay the salaries and
provide benefits for all Icontrol employees hired by Alarm.com
upon consummation of the Acquisition for a period of at least
ninety (90) days after the date of closing of the Acquisition.

The foregoing description of the Amendment does not purport to be
complete and is subject to, and qualified in its entirety by
reference to, the full text of the Amendment, which is filed as
Exhibit 2.1 hereto and incorporated herein by reference.

The Amendment has been included solely to provide investors and
security holders with information regarding its terms. It is not
intended to be a source of financial, business or operational
information, or to provide any other factual information, about
the assets transferred (the Transferred Assets) to the Asset
Purchase Agreement and the Amendment (together, the Agreements),
the Company or Icontrol. The representations, warranties and
covenants contained in the Agreements are made only for purposes
of the Agreements and are made as of specific dates; are solely
for the benefit of the parties (except as specifically set forth
therein); may be subject to qualifications and limitations agreed
upon by the parties in connection with negotiating the terms of
the Agreements, including being qualified by confidential
disclosures made for the purpose of allocating contractual risk
between the parties, instead of establishing matters as facts;
and may be subject to standards of materiality and knowledge
applicable to the contracting parties that differ from those
applicable to investors or security holders. Investors and
security holders should not rely on the representations,
warranties and covenants or any description thereof as
characterizations of the actual state of facts or condition of
the Transferred Assets, the Company or Icontrol. Moreover,
information concerning the subject matter of the representations,
warranties and covenants may change after the date of the
Agreements, as applicable, which subsequent information may or
may not be fully reflected in public disclosures.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

2.