FINANCIAL ADVISORY SERVICES AGREEMENT
This agreement ("Agreement"), dated as of _______ __, 2006, is entered into by
and among VECTOR INTERSECT SECURITY ACQUISITION CORP. ("Vector"), a Delaware
corporation, and XXXXXX & XXXXXXX LLC ("Xxxxxx"), a ________ limited liability
company. Pursuant to this Agreement, Vector hereby engages Xxxxxx as a financial
advisor in connection with a business combination (an "M&A") between Vector and
a target company (i) whose business is focused on the homeland security,
national security and/or command and control industries (ii) which qualifies
under the financial, and all other, conditions for a potential acquisition
target company as set forth in Vector's registration statement on Form S-1 (as
amended from time to time) filed with the Securities and Exchange Commission and
(iii) is acceptable to the Company, in its sole discretion (a "Qualified
Company").
1. SCOPE OF SERVICES OF XXXXXX
As Vector's financial advisor, Xxxxxx shall set up an ad hoc team to work on
locating a Qualified Company and shall keep Vector apprised of relevant
developments. Xxxxxx shall provide the following services to Vector:
(a) Agent Service: Based on Vector's business objectives and qualification
requirements, Xxxxxx shall use its resources to identify Qualified
Companies as M&A candidates for Vector to review.
(b) Mediation Service: At Vector's request, Xxxxxx shall introduce
selected Qualified Companies and their principals to Vector as
potential M&A candidates, and coordinate initial business meetings
between Vector and the representatives of the Qualified Company. To
avoid potential conflicts and assist the parties in maintaining
accurate records, each Qualified Company introduced to Vector by
Xxxxxx shall be listed on Schedule I hereto and shall be initialed by
each party hereto to formally acknowledge such introduction. Schedule
I shall serve as conclusive evidence that an introduction was made by
Xxxxxx pursuant to the terms of this Agreement, and Xxxxxx shall not
be eligible for a Fee (as defined below) upon Vector closing an M&A
transaction with a Qualified Company if such Qualified Company is not
listed on Schedule I hereto and initialed by each party.
2. TERMS OF ENGAGEMENT
(a) Both Parties agree that each Party shall bear its own costs and
expenses associated with or related to this business engagement,
including, but not limited to, travel and living expenses of any site
visits and business meetings.
(b) Subject to Section 2(a) and (c), Vector shall pay Xxxxxx or its
designee a fee (the "Fee") in an amount equal to 3.00% of the fair
market value of the Qualified Company on the day the M&A transaction
closes. At Vector's option, Vector may pay the Fee in cash and/or
shares of Vector's restricted common stock. Cash payments by Vector
shall be in immediately available funds payable at the closing of the
M&A transaction and may be in the form of a either certified check or
wire transfer to an account identified by Xxxxxx.
(c) Xxxxxx acknowledges and understands that its services hereunder are
non-exclusive and that Vector has no obligation to accept an
introduction of any Qualified Company by Xxxxxx. Xxxxxx acknowledges
and understands that the decision to enter into an M&A transaction
shall be made solely by Vector.
3. NON CIRCUMVENTION
Subject to the other terms and conditions of this Agreement, Vector agrees that
Xxxxxx will be eligible to receive the Fee for introductions made by Xxxxxx to
Vector which are confirmed on Schedule I attached hereto for a period of
twenty-four (24) months from the date of this Agreement. Vector will advise
Xxxxxx of its business dealings with any Qualified Company introduced by Xxxxxx
to Vector.
4. CONFIDENTIALITY
Xxxxxx shall keep confidential business information provided by Vector and shall
not disclose such confidential information to any third party unless otherwise
required by any law, rule or regulation or court order or with the consent of
Vector. Vector shall keep confidential business information provided by Xxxxxx
and shall not disclose such confidential information to any third party unless
otherwise required by any law, rule or regulation or court order or with the
consent of Xxxxxx.
5. TERM OF THE AGREEMENT AND OF ENGAGEMENT
This Agreement, except for Section 3 hereof, shall have the term of twenty-four
(24) months from the date of this Agreement, unless extended in writing and
signed by both parties hereto.
6. GOVERNING LAW AND DISPUTE RESOLUTION
(a) This agreement has been executed and delivered in the State of New
York and shall be governed by the laws of such state, without giving
effect to the conflicts of laws rules thereunder. Any dispute arising
from this Agreement or its implementation shall be resolved first
through discussions and negotiations between the parties. Any dispute
that is not resolved through such discussions and negotiations shall
subject to the exclusive jurisdiction of the federal and state courts
located within the
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County of New York in the State of New York, and the parties hereby
consent to the jurisdiction of such courts.
(b) This Agreement sets forth the entire understanding between the parties
and cannot be modified, changed or cancelled except by an instrument
signed by the party sought to be bound.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
Vector Intersect Security Acquisition Corp. Xxxxxx & Xxxxxxx, LLC:
Signature:______________________ Signature:_________________________
Name:___________________________ Name:______________________________
Title:__________________________ Title:_____________________________
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SCHEDULE I
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NAME OF QUALIFIED COMPANY VECTOR (PRINT FULL NAME XXXXXX (PRINT FULL
AND THEN PLEASE INITIAL) NAME AND THEN PLEASE
INITIAL)
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