THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL
(i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “1933
ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR
(ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE 1933 ACT
IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER
IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.  THIS LEGEND
SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT OR ANY
SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT.

     

    WARRANT
TO PURCHASE COMMON STOCK

     

    OF

     

    VECTOR
INTERSECT SECURITY ACQUISITION CORP.

     

    W121008-1

     

    This is
to certify that, FOR VALUE RECEIVED, Centurion Credit Group Master Fund
L.P., a Delaware limited partnership, or its assigns (“Holder”), is entitled
to purchase, subject to the provisions of this Warrant, from Vector Intersect
Security Acquisition Corp., a Delaware corporation (the “Company”), 100,000
shares of fully paid, validly issued and nonassessable shares of the common
stock of the Company, par value $.001 per share (“Common Stock”), at a
price of $8.00 per share. The number of shares of Common Stock to be received
upon the exercise of this Warrant and the price to be paid for each share of
Common Stock may be adjusted from time to time as hereinafter set
forth.  The shares of Common Stock deliverable upon such exercise, and
as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares” and
the exercise price of a share Common Stock in effect at any time and as adjusted
from time to time is hereinafter sometimes referred to as the “Exercise
Price.”  This Warrant is issued pursuant to the terms of a Note
Purchase Agreement dated December 10, 2008.

     

    (a)           EXERCISE
OF WARRANT.

     

    (1)           This
Warrant may be exercised in whole or in part at any time or from time to time
from the date the Company consummates a Business Combination (as defined in the
Company’s certificate of incorporation) for a period of three years following
such date (the “Exercise Period”);
provided, however, that (i) if either such day is a day on which banking
institutions in the State of New York are authorized by law to close, then on
the next succeeding day which shall not be such a day, and (ii) in the
event of any merger, consolidation or sale of substantially all the assets of
the Company as an entirety, resulting in any distribution to the Company’s
stockholders, prior to termination of the Exercise Period, the Holder shall have
the right to exercise this Warrant commencing at such time through the
termination of the Exercise Period into the kind and amount of shares of stock
and other securities and property (including cash) receivable by a holder of the
number of shares of Common Stock into which this Warrant might have been
exercisable immediately prior thereto.  This Warrant may be exercised
by delivery to the Company in the manner set forth in this Section of this
Warrant, of the Purchase Form annexed hereto duly executed and accompanied by
payment of the Exercise Price for the number of Warrant Shares specified in such
form.  As soon as practicable after each such exercise of this
Warrant, but not later than seven (7) days following the receipt of good and
available funds, the Company shall issue and deliver to the Holder a certificate
or certificates for the Warrant Shares issuable upon such exercise, registered
in the name of the Holder or its designee.  If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the rights of the
Holder thereof to purchase the balance of the Warrant Shares purchasable
hereunder.  As of the end of business on the date of receipt by the
Company of the Purchase Form, the Holder shall be deemed to be the holder of
record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares shall not then be
physically delivered to the Holder.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    (2)           At
any time during the Exercise Period, the Holder may, at its option, exercise
this Warrant on a cashless basis by exchanging this Warrant, in whole or in part
(a “Warrant
Exchange”), into the number of Warrant Shares determined in accordance
with this Section (a)(2), by delivery to the Company of the duly completed
and executed Purchase Form.  The Warrant Exchange shall take place on
the date specified in the Purchase Form or, if later, the date the Purchase Form
is received by the Company (the “Exchange
Date”).  Certificates for the shares issuable upon such Warrant
Exchange and, if this Warrant should be exercised in part only, provided an
original Warrant is delivered to the Company, a new Warrant evidencing the
rights of the Holder thereof to purchase the balance of the Warrant Shares
purchasable hereunder, shall be issued as of the Exchange Date and delivered to
the Holder within seven (7) days following the Exchange Date.  In
connection with any Warrant Exchange, this Warrant shall represent the right to
subscribe for and acquire the number of Warrant Shares equal to (i) the
number of Warrant Shares specified by the Holder in its Purchase Form (the
“Total Number”)
less (ii) the number of Warrant Shares equal to the quotient obtained by
dividing (A) the product of the Total Number and the existing Exercise
Price by (B) Fair Market Value of a share of Common
Stock.  “Fair Market Value”
shall equal the 5 trading day average closing trading price of the Common Stock
on the relevant market or exchange for the 5 trading days preceding the date of
determination or, if the Common Stock is not listed or admitted to trading on
any market or exchange, and the average price cannot be determined as
contemplated above, the Fair Market Value of the Common Stock shall be as
reasonably determined in good faith by the Company’s Board of Directors with the
concurrence of the Holder.

     

    (b)           RESERVATION
OF SHARES.  The Company shall at all times reserve for issuance and/or
delivery upon exercise of the this Warrant such number of shares of Common Stock
as shall be required for issuance and delivery upon exercise of this
Warrant.

     

    (c)           FRACTIONAL
SHARES.  No fractional shares or scrips representing fractional shares
shall be issued upon the exercise of this Warrant.  With respect to
any fraction of a share called for upon any exercise hereof, the Company shall
pay to the Holder an amount in cash equal to such fraction multiplied by the
then Fair Market Value of a share of Common Stock, as defined in Section (a)(2)
above.

     

    (d)           LOSS
OR DESTRUCTION OF WARRANT.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date.  Any such new Warrant executed and delivered
shall constitute an additional contractual obligation on the part of the
Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated
shall be at any time enforceable by anyone.

     

    (e)           RIGHTS
OF THE HOLDER.  The Holder shall not, by virtue hereof, be entitled to
any rights of a shareholder in the Company, either at law or equity, and the
rights of the Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth
herein.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (f)           ANTI-DILUTION
PROVISIONS.

     

    (1)           In
case the Company shall hereafter (i) declare a dividend or make a distribution
on its outstanding Common Stock in shares of Common Stock, (ii) subdivide or
reclassify its outstanding Common Stock into a greater number of shares, or
(iii) combine or reclassify its outstanding Common Stock into a smaller number
of shares, the Exercise Price in effect at the time of the record date for such
dividend or distribution or of the effective date of such subdivision,
combination or reclassification shall be adjusted so that it shall equal the
price determined by multiplying the Exercise Price by a fraction, the
denominator of which shall be the number of shares of Common Stock outstanding
after giving effect to such action, and the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such
action.  Such adjustment pursuant to this Section shall be made
successively whenever any event listed above shall occur.

     

    (2)           Whenever
the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to
Subsection (1) above, the number of Shares purchasable upon exercise of this
Warrant shall simultaneously be adjusted by multiplying the number of Shares
initially issuable upon exercise of this Warrant by the Exercise Price in effect
on the date hereof and dividing the product so obtained by the Exercise Price,
as adjusted.

     

    (3)           Except
for permitted issuances, which shall mean (i) Common Stock or any other
securities exercisable or exchangeable for, or convertible into shares of Common
Stock issued pursuant to a “Business Combination” as such term is defined in the
Fourth Amended and Restated Certificate of Incorporation of the
Company,  (ii) Common Stock issued pursuant to a stock split or
subdivision, (iii) Common Stock issuable or issued to employees, consultants or
directors of the Company directly or pursuant to a stock plan or other
compensation arrangement, (iv) capital stock, debt instruments convertible into
capital stock or warrants or options to purchase capital stock issued in
connection with bona fide acquisitions, mergers, purchases, corporate partnering
agreements, joint ventures or similar transactions, and (v) Common Stock issued
or issuable upon exercise or conversion of any warrants, options or any other
securities exercisable or exchangeable for, or convertible into shares of Common
Stock outstanding as of the date hereof (“Permitted
Issuances”), in case the Company shall issue shares of its Common Stock
or any securities convertible into or exchangeable for its Common Stock for a
consideration per share of Common Stock or having a conversion or exercise price
less than the Exercise Price, the Exercise Price shall be immediately reset to
equal such lower price.

     

    (4)           Notwithstanding
the foregoing, no adjustment shall be effected due to, or as a result of, any
Permitted Issuances.

     

    (g)           NOTICES
TO WARRANT HOLDERS.  So long as this Warrant shall be outstanding,
(i) if the Company shall pay any dividend or make any distribution upon the
Common Stock or (ii) if the Company shall offer to the holders of Common
Stock for subscription or purchase by them any share of any class or any other
rights or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed to the Holder, at least fifteen days prior the date specified in
(x) or (y) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which (x) a
record is to be taken for the purpose of such dividend, distribution or rights,
or (y) such reclassification, reorganization, consolidation, merger,
conveyance, lease, dissolution, liquidation or winding up is to take place and
the date, if any is to be fixed, as of which the holders of Common Stock or
other securities shall receive cash or other property deliverable upon such
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    (h)           RECLASSIFICATION,
REORGANIZATION OR MERGER.  In case of any reclassification, capital
reorganization or other change of outstanding Common Stock of the Company, or in
case of any consolidation or merger of the Company with or into another
corporation (other than a merger with a subsidiary in which merger the Company
is the continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding Common Stock of the class
issuable upon exercise of this Warrant) or in case of any sale, lease or
conveyance to another corporation of the property of the Company as an entirety,
the Company shall, as a condition precedent to such transaction, cause effective
provisions to be made so that the Holder shall have the right thereafter by
exercising this Warrant at any time prior to the expiration of the Warrant, to
purchase the kind and amount of shares of stock and other securities and
property receivable upon such reclassification, capital reorganization and other
change, consolidation, merger, sale or conveyance by a holder of the number of
shares of Common Stock that might have been purchased upon exercise of this
Warrant immediately prior to such reclassification, change, consolidation,
merger, sale or conveyance.  Any such provision shall include
provision for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant.  The
foregoing provisions of this Section (h) shall similarly apply to
successive reclassifications, capital reorganizations and changes of Common
Stock and to successive consolidations, mergers, sales or
conveyances.  In the event that in connection with any such capital
reorganization or reclassification, consolidation, merger, sale or conveyance,
additional shares of Common Stock shall be issued in exchange, conversion,
substitution or payment, in whole or in part, for a security of the Company
other than Common Stock, any such issue shall be treated as an issue of Common
Stock covered by the provisions of Section (f) hereof.

     

    (i)           MODIFICATION
OF AGREEMENT.  The provisions of this Warrant may from time to time be
amended, modified or waived, by the Company and the holder of this
Warrant.

     

    (j)           MAXIMUM
EXERCISE.  The Holder shall not be entitled to exercise this Warrant
on an exercise date, in connection with that number of shares of Common Stock
which would be in excess of the sum of (i) the number of shares of Common
Stock beneficially owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of
this Warrant with respect to which the determination of this limitation is being
made on an exercise date, which would result in beneficial ownership by the
Holder and its affiliates of more than 4.99% of the outstanding shares of Common
Stock on such date.  For the purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and
Rule 13d-3 thereunder.  Subject to the foregoing, the Holder shall not
be limited to aggregate exercises which would result in the issuance of more
than 4.99%.  The restriction described in this paragraph may be
waived, in whole or in part, upon sixty-one (61) days prior notice from the
Holder to the Company to increase such percentage to up to 9.99%, but not in
excess of 9.99%.  The Holder may decide whether to exercise this
Warrant to achieve an actual 4.99% or up to 9.99% ownership position as
described above, but not in excess of 9.99%.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (k)           NOTICES.   All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.  The
addresses for such communications shall be:  if to the Company, to:
Vector Intersect Security Acquisition Corp., 65 Challenger Road, Ridgefield
Park, NJ 07660, Attention:  Mr. Yaron Eitan, Facsimile: (201)
712-9498, and (ii) if to the Holder, to: Centurion Credit Group Master Fund
L.P., 152 West 57th Street,
54th
Floor, New York, NY 10019, Attention: Mr. David Levy,
Facsimile:  (212) 581-0002.

     

    (l)           LAW
GOVERNING THIS WARRANT.  This Warrant shall be governed by and
construed in accordance with the laws of the State of New York without regard to
principles of conflicts of laws.  Any action brought by either party
against the other concerning the transactions contemplated by this Warrant shall
be brought only in the state courts of New York or in the federal courts located
in the state and county of New York.  The parties to this Warrant
hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon forum non
conveniens.  The Company and Holder waive trial by
jury.  The prevailing party shall be entitled to recover from the
other party its reasonable attorney's fees and costs.  In the event
that any provision of this Warrant or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law.  Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of any agreement.   Each party hereby
irrevocably waives personal service of process and consents to process being
served in any suit, action or proceeding in connection with this Warrant by
mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Warrant and agrees that such service shall constitute good and
sufficient service of process and notice thereof.  Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law.

     

    (Signature
page follows.)


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    Dated:
December10, 2008

    


    
      
        
          
            
              	
                      VECTOR
      INTERSECT SECURITY ACQUISITION CORP.

                    
	 
	
                      By:  

                    	 
      
	 
      	
                      Name:  Yaron
      Eitan

                    
	 
      	
                      Title:  Chief
      Executive
Officer

                    


            

          

        

      

    

    


    Holder:

    


    
      
        
          	
                  CENTURION
      CREDIT GROUP MASTER FUND L.P.

                
	 
      	 
      
	
                  By:

                	 
      
	
                  Name:

                
	
                  Title:

                


        

      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    PURCHASE
FORM

    (to be
signed only on exercise of Warrant)

     

    TO:  VECTOR
INTERSECT SECURITY ACQUISITION CORP.

     

    The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable
box):

    


    ___    ________
shares of the Common Stock covered by such Warrant; or

     

    ___    the
__________ shares of Common Stock covered by such Warrant pursuant to the
cashless exercise procedure set forth in Section (a) (2).

    


    The
undersigned herewith makes payment of the full purchase price for such shares at
the price per share provided for in such Warrant, which is
$___________.  Such payment takes the form of (check applicable box or
boxes):

    


    ___     $__________
in lawful money of the United States; and/or

     

    ___     the
cancellation of such number of shares of Common Stock as is necessary, in
accordance with the formula set forth in Section (a)(2) of the Warrant to
exercise this Warrant with respect to the number of shares of Common Stock
purchasable pursuant to the cashless exercise procedure set forth in Section
(a)(2) employing an Exercise Price of $____ per Warrant Share or a Fair Market
Value of $________ per Warrant Share.

    


    The
number of Warrant Shares to be delivered is __________________.  The
number of Warrant Shares to be cancelled is _____________.

    


    The
undersigned requests that the certificates for such shares be issued in the name
of ________________ and delivered to:
_______________________________________________________________________________________________.

    


    
      
        
          
            
              	
                      Dated:__________________________

                    	 
      
	 
      	
                      (Signature)

                    
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                      (Address)

                    


            

          

        

      

    


    
      
         


      

      
        7