AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
AMENDMENT
NO. 1 TO MANAGEMENT AGREEMENT
THIS
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT (this “Amendment”), dated as
of July 29, 2010 is made between CYALUME TECHNOLOGIES HOLDINGS, INC., a Delaware
corporation (the
“Company”), and
SELWAY CAPITAL, LLC, a Delaware limited liability company (the “Manager”).
RECITALS
WHEREAS,
Company and Manager are parties to a Management Agreement dated as of October 1,
2009 (as amended, restated, supplemented or modified from to time, the “Management
Agreement”); and
WHEREAS,
Company and Manager have agreed to amend the Management Agreement on the terms
and conditions set forth herein.
NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements herein contained, it is agreed as follows:
1. Defined
Terms. Capitalized terms used in this Amendment which are
defined in the Management Agreement shall have the same meanings as defined
therein, unless otherwise defined herein.
2. Amendments to Management
Agreement.
(a) Section 3(a) of the
Management Agreement is hereby amended in its entirety to provide as
follows:
“(a) As
compensation for its services in acting as Manager hereunder, the Company shall
pay to the Manager a monthly management fee in the amount of $11,666.67 (the
“Management
Fee”), payable in arrears on the 15th day of each month. If
the Company is not able to pay the Management Fee for a month or months, the
Manager may elect to not terminate the agreement and to continue providing the
services as long as the Company accrues the unpaid Management Fee as a liability
to the Manager.”
(b) Section 3 of the
Management Agreement is hereby amended by adding the following clause (e)
thereto:
“(e) The
Company will issue 45,000 shares of the Company’s common stock to the Manager,
and the Manager shall accept such shares of the Company’s common stock, in full
satisfaction of all of the accrued and unpaid liabilities (including all
Management Fees) owed by the Company to the Manager pursuant to this Agreement
through and including July 29, 2010.”
3. No Other
Changes. Except as expressly amended by this Amendment, all of
the terms and conditions of the Management Agreement shall remain in full force
and effect.
4. References. All
references in the Management Agreement to “this Agreement” shall be deemed to
refer to the Management Agreement as amended hereby.
5. Governing
Law. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of the State of
New York.
6. Headings. Section
headings in this Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment for any other
purpose.
7. Miscellaneous. This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original and all of which
counterparts, taken together, shall constitute one and the same
instrument. Any signature delivered by a party via telecopier or
portable document format shall be deemed to be an original signature
hereto.
2
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first written above.
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COMPANY:
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CYALUME
TECHNOLOGIES
HOLDINGS,
INC.
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By:
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/s/
Xxxxx Xxxxxxx
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Name:
Xxxxx Xxxxxxx
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Title:
Chief Executive Officer
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MANAGER:
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SELWAY
CAPITAL, LLC
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By:
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/s/
Xxxxx Xxxxx
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Name:
Xxxxx Xxxxx
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Title:
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SIGNATURE
PAGE TO
AMENDMENT
NO. 1 TO
MANAGEMENT
AGREEMENT
