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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.
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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 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.
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(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 di
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