0001144204-08-069674 Sample Contracts

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 16th, 2008 • Vector Intersect Security Acquisition Corp. • Electric lighting & wiring equipment • New York

This Note Purchase Agreement (this “Agreement”), dated as of December 10, 2008, is entered into by and among Vector Investment Fund LLC, a Delaware limited liability company (the “Borrower”), Centurion Credit Group Master Fund L.P., a Delaware limited partnership (the “Lender”) and Vector Intersect Security Acquisition Corp., a Delaware corporation (the “Company”).

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VECTOR INTERSECT SECURITY ACQUISITION CORP.
Note Purchase Agreement • December 16th, 2008 • Vector Intersect Security Acquisition Corp. • Electric lighting & wiring equipment

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.

ESCROW AGREEMENT
Escrow Agreement • December 16th, 2008 • Vector Intersect Security Acquisition Corp. • Electric lighting & wiring equipment • New York

This Escrow Agreement (this “Agreement”), dated as of December 10, 2008 (the “Effective Date”), is entered into by and between Centurion Credit Group Master Fund L.P., a Delaware limited partnership (the “Lender”), Vector Investment Fund LLC, a Delaware limited liability company (the “Borrower”), Vector Intersect Security Acquisition Corp., a Delaware corporation (the “Company”), and Collateral Agents, LLC, a New York limited liability company (the “Escrow Agent”).

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