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.
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. ”
(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.
(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 d
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