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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
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