AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
AMENDMENT
NO. 1 TO
This
Amendment No. 1 (this “Amendment”), dated
October 22, 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, (the “Stock
Purchase Agreement”); and
WHEREAS, Sections 2.3(c)(ii)
and (iii) of the Stock Purchase Agreement set forth certain terms governing the
payment of the Estimated Purchase Price to or for the benefit of the Members who
hold Series A Preferred Units of Seller as of the Closing Date; and
WHEREAS, Parent, Purchaser,
the Company and the Sellers desire to amend the terms of such payments so that
the Members holding Series A Preferred Units of Seller shall receive and Parent
shall issue additional Parent Common Stock in lieu of an amount in cash equal to
$10,000,000.
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. Section
2.3(c)(ii) of the Stock Purchase Agreement is hereby amended by deleting the
number $15,000,000 and replacing it with the number $5,000,000.
2. Section
2.3(c)(iii) of the Stock Purchase Agreement is hereby amended by deleting the
number $15,000,000 and replacing it with the number $5,000,000.
3. 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. For the
avoidance of doubt, the purpose of this Amendment is to change the form of
payment with respect to a portion of the amount payable to the Members holding
Series A Preferred Units of Seller, and not to change the aggregate Purchase
Price payable under the Stock Purchase Agreement. 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.
4. 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.
5. 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.
2
IN WITNESS WHEREOF, the
parties hereto have duly executed this Amendment No.1 to the Stock Purchase
Agreement as of the day and year first above written.
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By:
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/s/ Xxxxx Xxxxx
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Name:
Xxxxx Xxxxx
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Title:
President
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CYALUME
ACQUISITION CORP.
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By:
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/s/ Xxxxx Xxxxx
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Name:
Xxxxx Xxxxx
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Title:
CEO and President
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CYALUME
TECHNOLOGIES, INC.
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By:
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/s/ Xxxxxxx Xxxxxxxx
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Name:
Xxxxxxx Xxxxxxxx
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Title:
Chief Financial Officer
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GMS
ACQUISITION PARTNERS HOLDINGS, LLC
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By:
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/s/
Xxxxx Xxxxxxx
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Name:
Xxxxx Xxxxxxx
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Title:
CEO
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