Unassociated Document


    Exhibit
10.25


     

    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.

     

    W101508-1

     

    This is
to Certify That, FOR VALUE RECEIVED, Catalyst Private Equity Partners
(Israel) II, LP 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”), 118,750
shares of fully paid, validly issued and nonassessable shares of the common
stock of the Company (“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.”

     

    (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) up to and including October 15, 2013
(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 presentation and surrender hereof to the Company at its principal office with
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 this Warrant at its office in proper form for exercise, 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.

     

    
      
         

      

      
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    (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 surrendering this Warrant at the principal
office of the Company or at the office of its stock transfer agent, accompanied
by a notice stating such Holder’s intent to effect such exchange, the number of
Warrant Shares to be exchanged and the date on which the Holder requests that
such Warrant Exchange occur (the “Notice of
Exchange”).  The Warrant Exchange shall take place on the date
specified in the Notice of Exchange or, if later, the date the Notice of
Exchange 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, 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
Notice of Exchange (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
current 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.

     

    
      
         

      

      
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    (f) ANTI-DILUTION
PROVISIONS.  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.  The number of shares of Common Stock that the Holder shall
thereafter, on the exercise hereof, be entitled to receive shall be adjusted to
a number determined by multiplying the number of shares of Common Stock that
would otherwise (but for the provisions of this –Section (f)) be issuable
on such exercise by a fraction of which (a) the numerator is the Exercise Price
that would otherwise (but for the provisions of this Section (f)) be in effect,
and (b) the denominator is the Exercise Price in effect on the date of such
exercise (taking into account the provisions of this Section
(f)).  Notwithstanding the foregoing, in no event shall the Exercise
Price be less than the par value of the Common Stock.  Adjustment
pursuant to this Section shall be made successively whenever any event listed
above shall occur.

     

    (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.

     

    (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.

     

    
      
         

      

      
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    (i) No Net-Cash
Settlement.  In no event will the Holder be entitled to receive
a net-cash settlement or other consideration in lieu of physical settlement in
securities.

     

    (j) 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.

     

    
      
         

      

      
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    Dated:
October ___, 2008

     

    


     

    VECTOR
INTERSECT SECURITY ACQUISITION CORP.

     

    By:           ___________________________________________

    Name:

    Title:

    


    Holder:

    


    Catalyst
Private Equity Partners (Israel) II, LP

    


    By:
_________________________

    Name:

    Title:

    


    
      
         

      

      
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    PURCHASE
FORM

     

    Dated
____________________

     

    (1)           The
undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing shares of Common Stock of Vector Intersect Security
Acquisition Corp. (or such number of shares of Common Stock or other securities
or property to which the undersigned is entitled in lieu thereof or in addition
thereto under the provisions of the Warrant).

     

    (2)  The
undersigned hereby elects to make payment (Please check one):

     

    ___ on a
cashless basis pursuant to the provisions of Section (a)(2) of the
Warrant.

     

    ___ with
the enclosed bank draft, certified check or money order payable to the Company
in payment of the exercise price determined under, and on the terms specified
in, the Warrant.

     

    (3)  The
undersigned hereby irrevocably directs that the said shares be issued and
delivered as follows:

    
       

      
        
          	
                  
                     

                    Name(s)
      in Full

                  

                	 	
                  
                     

                    Address(es)

                  

                	 	
                  
                     

                    Number
      of Shares

                  

                	 	
                  
                     

                    S.S.
      or IRS #

                  

                
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      


        

         

      

    

    (4)  If
the Warrant was not exercised in full, please check the following:
___

     

    The
undersigned hereby irrevocably directs that any remaining portion of the warrant
be issued and delivered as follows:

     

    
      
        	
                
                   

                  Name(s)
      in Full

                

              	 	
                
                   

                  Address(es)

                

              	 	
                
                   

                  Number
      of Shares

                

              	 	
                
                   

                  S.S.
      or IRS #

                

              
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      


      

    

     

     ____________________________

     

    Signature
of Holder

     

    _____________________________

     

    Print
Name

     

    
      
         

      

      
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