VECTOR INTERSECT SECURITY ACQUISITION CORP.
00
Xxxxxxxxxx Xxxx
Xxxxxxxxxx
Xxxx, Xxx Xxxxxx 00000
December
10, 2008
Vector
Investment Fund LLC
00 Xxxxx
Xxxxxx
Xxxxxxxxx,
XX 00000
Attention:
Xx. Xxxxx Xxxxx
Facsimile: (000)
000-0000
Re: Purchase of Note
Shares
To Whom
It May Concern:
Reference
is hereby made to that certain Note Purchase Agreement (the “Purchase Agreement”),
dated as of December 10, 2008, by and among Vector Investment Fund LLC, a
Delaware limited liability company (the “Seller”), Centurion Credit Group Master Fund
L.P., a Delaware limited partnership (“Centurion”), and
Vector Intersect Security Acquisition Corp., a Delaware corporation (the “Company”). Capitalized
terms used and not otherwise defined herein shall have the meaning set forth in
the Purchase Agreement.
This
letter agreement (“Letter Agreement”) is
delivered in connection with the closing of the Acquisition. The
parties hereby irrevocably agree that concurrent with the closing of the
Acquisition, the Seller shall sell to the Company, and the Company shall
purchase from the Seller, upon the terms and subject to the conditions set forth
herein, the Note Shares that were acquired by the Seller pursuant to the
Purchase Agreement for a purchase price equal to the principal amount of the
Note (the “Purchase
Price”), which Purchase Price is to be irrevocably paid to the Escrow
Agent automatically and without further instruction by the Trustee for the Trust
Account upon the closing of the Acquisition, out of funds held in the Trust
Fund. The Purchase Price is to be paid to the Escrow Agent whether or
not the Note Shares are delivered to the Company prior to such
payment. Upon the closing of the Acquisition, the Company hereby
agrees to pay to the Escrow Agent any interest that may have accrued and be due
and payable on the Note.
The
Seller hereby represents and warrants that as of the closing of the Acquisition,
Seller shall have given instructions and shall have taken any and all action
required under applicable law (i) to transfer valid title to the Note Shares to
the Company, free and clear of any lien, mortgage, deed of trust, pledge,
security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof, and
any agreement to give any security interest), including, as applicable,
delivering to the Company any certificate representing the Note Shares, and (ii)
to ensure that upon such transfer by the Seller, the Company will have good and
valid title, free and clear of all encumbrances.
Centurion
is made a third-party beneficiary of this Letter Agreement with rights of
enforcement.
This
Letter Agreement may be executed in one or more counterparts, each of which will
be deemed an original, but all of which together will constitute one and the
same agreement. Facsimile copies or other electronic transmissions of
signed signature pages will be deemed binding originals.
If the
terms of this Letter Agreement are agreeable to you, please sign the following
page.
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Yours
truly,
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VECTOR
INTERSECT SECURITY
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ACQUISITION
CORP.
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By:
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Name: Xxxxx
Xxxxx
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Title: Chief
Executive Officer
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VECTOR
INVESTMENT FUND LLC
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By:
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Name: Xxxxx
Xxxxx
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Title: Sole
Member
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