Unassociated Document


    

       

      AMENDMENT
        TO 

       

      SUBSCRIPTION
        AGREEMENT

       

      This
        Amendment to Subscription Agreement (this “Amendment No. 1”), dated October 15,
        2008, is made by and among the undersigned subscriber (the “Investor”) and
        Vector Security Intersect Acquisition Corp., a Delaware corporation (the
        “Company”). Any capitalized term not defined herein shall have the meaning for
        such term specified in the Subscription Agreement (as defined
        below).

       

      WHEREAS,
        Investor subscribed for certain securities of the Company and the Company
        accepted such subscription pursuant to the terms of the Subscription Agreement
        dated September 5, 2008 (the “Subscription Agreement”);

       

      WHEREAS,
        the
        parties hereto wish to amend the Subscription Agreement as provided herein;
        

       

      NOW
        THEREFORE, in
        consideration of the foregoing and the representations, warranties, covenants
        and agreements herein contained and other good and valuable consideration,
        the
        receipt and sufficiency of which is hereby acknowledged, the parties hereto
        hereby agree as follows:

       

      1. The
        text
        of Section 2.2 of the Subscription Agreement is hereby deleted in its entirety
        and replaced with the following:

       

      “At
        the
        closing, which will take place at the offices of Loeb & Loeb LLP, counsel to
        the Company, on October 17, 2008, or such other date and time as the parties
        may
        mutually agree, which is prior to the special meeting to vote on the Company’s
        transaction with Cyalume Light Technologies, Inc. (the “Acquisition”), the
        Investor will pay the Company the amount of money specified on the signature
        page hereto (“Cash Payment”) and the Company shall issue to the Investor the
        Securities specified on the signature page hereto (the “Closing”).”


       

      2. The
        following section will be added immediately following Section 2.2 of the
        Subscription Agreement:

       

      “Section
        2.3 Escrow.
        The
        Securities and the Cash Payment shall be placed in escrow with Loeb & Loeb
        LLP, counsel to the Company (the “Escrow Agent”) , pursuant to the escrow
        agreement attached hereto as Exhibit
        D
        (the
“Escrow Agreement”). Pursuant to the terms of the Escrow Agreement, prior to the
        consummation of the Acquisition, the Company shall be permitted to use the
        Cash
        Payment to purchase shares of the Common Stock (the “Exchange Shares”). In the
        event of such a purchase, the Exchange Shares will be held in escrow by Loeb
        & Loeb LLP. In the event that the Acquisition is not consummated, Loeb &
Loeb will distribute the Exchange Shares and cash still held in escrow to
        the
        Investor and the Securities to the Company. In the event that the Acquisition
        is
        consummated, Loeb & Loeb will distribute the Exchange Shares or cash still
        held in escrow to the Company and the Securities to the Investor. If any
        Exchange Shares are distributed to the Investor by the Escrow Agent, the
        Investor will be considered a Public Stockholder (as defined in Section 7.1)
        with respect to such shares for all intents and purposes with full rights
        thereof, including but not limited to the right to receive proceeds from
        the
        Trust Fund (as defined in Section 7.1) in liquidation.”


      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


       

      3. The
        last
        paragraph of Section 7.1 of the Subscription Agreement is hereby deleted
        in its
        entirety and replaced with the following:

       

      “For
        and
        in consideration of the Company entering into this agreement with the Investor,
        the Investor hereby agrees that, other than with respect t o the Exchange
        Shares, it does not have any right, title, interest or claim of any kind
        in or
        to any monies in the Trust Fund or any distributions from the Trust Fund
        (the
“Claim”)
        and
        hereby waives any Claim it may have in the future as a result of, or arising
        out
        of, being a holder of the Securities or any contracts or agreements with
        the
        Company and will not seek recourse against the Trust Fund for any reason
        whatsoever other than with respect to the Exchange Shares. The Investor
        acknowledges and agrees that,
        except
        with respect to any Exchange Shares distributed to the Investor by the Escrow
        Agent, with respect to which the Investor will be considered a Public
        Stockholder with full rights thereof, the Securities do not entitle the Investor
        to be considered a “Public Stockholder” pursuant to the Company’s Certificate of
        Incorporation, that the Securities would not be entitled to the redemption
        or
        liquidation distributions that a holder of shares purchased in the Company’s
        initial public offering would be entitled to, and that the Company will place
        a
        legend on the certificates representing the Securities to that
        effect.”

       

      4. The
        form
        of Warrant attached to the Subscription Agreement as Exhibit
        A
        is
        deleted in its entirety and replaced by Exhibit
        A
        attached
        hereto.

       

      5. The
        Company acknowledges and agrees that, in the event that the Acquisition is
        not
        consummated by December 31, 2008, the Company will not seek to consummate
        the
        Acquisition or seek to locate an alternative target business and will use
        its
        commercially reasonable best efforts to seek the approval of its stockholders
        to
        liquidate and dissolve the Company.

       

      6. This
        Amendment No. 1 shall be construed in accordance with and governed by the
        laws
        of the State of New York, without giving effect to the conflict of laws
        principles thereof.

       

      7. This
        Amendment No. 1 may be signed in any number of counterparts, each of which
        shall
        be an original and all of which shall be deemed to be one and the same
        instrument, with the same effect as if the signatures thereto and hereto
        were
        upon the same instrument. A facsimile signature shall be deemed to be an
        original signature for purposes of this Amendment No. 1.


      
        
           

        

        
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      8. This
        Amendment No. 1 is intended to be in full compliance with the requirements
        for
        an amendment to the Subscription Agreement as required by Section 7.4 of
        the
        Subscription Agreement, and every defect in fulfilling such requirements
        for an
        effective amendment to the Subscription Agreement is hereby ratified,
        intentionally waived and relinquished by all parties hereto. 

       

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      IN
        WITNESS WHEREOF,
        the
        parties hereto have duly executed this Amendment No. 1 as of the day and
        year
        first above written.

       

      


      
        	
                VECTOR
                  INTERSECT SECURITY ACQUISITION CORP.

                 

              
	
                By:

              	
                /s/
                  Yaron
                  Eitan                

              
	 	
                Name:
                  Yaron Eitan

              
	 	
                Title:
                  Chief Executive Officer

              


      

       

      


      
        	
                CATALYST
                  Private Equity Partners (Israel) II, LP

                 

              
	
                By:
                  

              	
                /s/
                  Alon Michal

              	 	
                /s/
                  Edouard Curiernan

              
	 	
                Name:
                  Alon Michal

              	 	
                Edouard
                  Curiernan

              
	 	
                Title:
                  Partner

              	 	
                Managing
                  Partner & CEO

              


      

       

       

      
        
           

        

        
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