EXECUTION
COPY

    

     

    AMENDMENT
NO. 2 TO

     

    STOCK
PURCHASE AGREEMENT

     

    This
Amendment No. 2 (this “Amendment”), dated
December 17, 2008, to the Stock Purchase Agreement (as defined below) is made by
and among Vector Intersect Security Acquisition Corporation, a Delaware
corporation (“Parent”), Cyalume
Acquisition Corp., a Delaware corporation (“Purchaser”), Cyalume
Technologies, Inc., a Delaware corporation (the “Company”), and GMS
Acquisition Partners Holdings, LLC (“Seller”).  Any
capitalized term not defined herein shall have the meaning for such term
specified in the Stock Purchase Agreement.

     

    WHEREAS, Parent, Purchaser,
the Company and Seller entered into a Stock Purchase Agreement dated February
14, 2008, and Amendment No. 1 to the Stock Purchase Agreement on October 22,
2008 (as amended, the “Stock Purchase
Agreement”);

     

    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 2.3(a) of the Stock Purchase Agreement is hereby amended by
adding the following sentence to the end of that Section with the
following:

    


    “Notwithstanding
the previous sentence, although the full amount of Unpaid Seller Expenses has
been included in the calculation of the Estimated Purchase Price (and therefore
has reduced the amounts payable to the Seller hereunder), at Closing, the
Purchaser shall pay the amount of $425,000 to the recipients of the Unpaid
Seller Expenses, as directed by the Seller, and the Company shall have an
obligation to pay the unpaid portion of the Unpaid Seller Expenses following the
Closing Date.”

     

    2.           The
text of Section 2.3(c) of the Stock Purchase Agreement is hereby deleted in its
entirety and replaced with the following:

     

    “On the
Closing Date, Purchaser shall pay at the direction of Seller, the Estimated
Purchase Price to an account or accounts designated by Seller, as
follows:

     

    (i)           payment
in cash by wire transfer of immediately available funds in an amount equal to
the aggregate Series B Preferred Value of all Members, as set forth in a written
notice by Seller to Purchaser at least (1) Business Day prior to the Closing
Date;

     

    (ii)           payment
in cash by wire transfer of immediately available funds in an amount equal to
$5,000,000, as set forth in a written notice by Seller to Purchaser at least (1)
Business Day prior to the Closing Date;


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    (iii)           payment
in shares of Parent Common Stock in an amount equal to the number of shares of
Parent Common Stock obtained by dividing (x) the difference between (1) the
aggregate Series A Preferred Value of all Members and (2) $5,000,000
divided by
(y) $7.97, as set forth in a written notice by Seller to Purchaser at least
one (1) Business Day prior to the Closing Date; and

     

    (iv)           payment
in shares of Parent Common Stock equal to the number of shares of Parent Common
Stock equal to the difference between (x) the quotient of (1) the Estimated
Purchase Price minus the aggregate
amount paid under clause (i), (ii) and (iii) of this Section 2.3(c), divided by (2) 7.97,
less (y) the
number of Escrowed Shares, as set forth in a written notice by Seller to
Purchaser at least (1) Business Day prior to the Closing Date.”

     

    3.           The
text of Section 8.12 of the Stock Purchase Agreement is hereby deleted in its
entirety and replaced with the following:

     

    “[Intentionally
Omitted]”

     

    4.           The
Amendment set forth herein is limited precisely as written and shall not be
deemed to be an amendment of any other term or condition of the Stock Purchase
Agreement or any of the documents referred to therein.  Whenever the
Stock Purchase Agreement is referred to in any agreement, document or
instrument, such reference shall be to the Stock Purchase Agreement as amended
hereby.  Except as expressly amended hereby, the terms and conditions
of the Stock Purchase Agreement shall continue in full force and
effect.

     

    5.           This
Amendment 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.

     

    6.           This
Amendment is intended to be in full compliance with the requirements for an
Amendment to the Stock Purchase Agreement as required by Section 14.2 of the
Stock Purchase Agreement, and every defect in fulfilling such requirements for
an effective amendment to the Stock Purchase Agreement is hereby ratified,
intentionally waived and relinquished by all parties hereto.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, the
parties hereto have duly executed this Amendment No.2 to the Stock Purchase
Agreement as of the day and year first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  VECTOR
      INTERSECT ACQUISITION CORP.

                                
	 
      
	 
      
	
                                  By:

                                	 
      
	 
      	
                                  Name:

                                
	 
      	
                                  Title:

                                
	 
	
                                  CYALUME
      ACQUISITION CORP.

                                
	 
      	 
      
	 
      	 
      
	
                                  By:

                                	 
      
	 
      	
                                  Name:

                                
	 
      	
                                  Title:

                                
	 
	
                                  CYALUME
      TECHNOLOGIES, INC.

                                
	 
      
	 
      
	
                                  By:

                                	 
      
	 
      	
                                  Name:

                                
	 
      	
                                  Title:

                                
	 
	
                                  GMS
      ACQUISITION PARTNERS HOLDINGS, LLC

                                
	 
      
	 
      
	
                                  By:

                                	 
      
	 
      	
                                  Name:

                                
	 
      	
                                  Title: