0001144204-10-040755 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 3rd, 2010 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 29th day of July 2010, by and among Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Company”), and Granite Creek FlexCap I, L.P. (the “Investor”).

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Contract
Subordinated Stock Pledge Agreement • August 3rd, 2010 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Illinois

This Subordinated Stock Pledge Agreement is subject to the terms and provisions of the Intercreditor and Subordination Agreement by and between GRANITE CREEK PARTNERS AGENT, LLC, as Junior Agent on behalf of itself and the Junior Lenders, and TD BANK, N.A. dated as of July 29, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the "Subordination Agreement") and each holder of the Loans, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.

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AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
Management Agreement • August 3rd, 2010 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • New York

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”).

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AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT by and among CYALUME TECHNOLOGIES HOLDINGS, INC., as Guarantor CYALUME TECHNOLOGIES, INC., as Borrower and the Subsidiary Guarantors from time to time party hereto, as Guarantors and TD...
Term Loan Agreement • August 3rd, 2010 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment

This AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT is made as of the 29TH day of July, 2010, by and among CYALUME TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), CYALUME TECHNOLOGIES HOLDINGS, INC., a Delaware corporation (the “Holding Company”), the Lenders and the other financial institutions or other entities from time to time parties hereto identified on the signature pages hereto and TD Bank, N.A., a national banking association, as Agent and as Lender.

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SUBORDINATED LOAN AGREEMENT by and among CYALUME TECHNOLOGIES HOLDINGS, INC., as Guarantor CYALUME TECHNOLOGIES, INC., as Borrower and the Subsidiary Guarantors from time to time party hereto, as Guarantors and GRANITE CREEK PARTNERS AGENT, LLC, as...
Subordinated Loan Agreement • August 3rd, 2010 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment

This Subordinated Loan Agreement is subject to the terms and provisions of the Intercreditor and Subordination Agreement executed by GRANITE CREEK PARTNERS AGENT, LLC, as Junior Agent on behalf of itself and the Junior Lenders, and TD BANK, N.A. dated as of July 29, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Subordination Agreement”) and each holder of the Loans, by its acceptance hereof, shall be bound by the provisions of the Intercreditor and Subordination Agreement.

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Contract
Subordinated Security and Pledge Agreement • August 3rd, 2010 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Illinois

This Subordinated Security and Pledge Agreement is subject to the terms and provisions of the Intercreditor and Subordination Agreement by and between GRANITE CREEK PARTNERS AGENT, LLC, as Junior Agent on behalf of itself and the Junior Lenders, and TD BANK, N.A. dated as of July 29, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the "Subordination Agreement") and each holder of the Loans, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.

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Contract
Subordinated Guaranty Agreement • August 3rd, 2010 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Illinois

This Subordinated Guaranty Agreement is subject to the terms and provisions of the Intercreditor and Subordination Agreement by and between GRANITE CREEK PARTNERS AGENT, LLC, as Junior Agent on behalf of itself and the Junior Lenders, and TD BANK, N.A. dated as of July 29, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the "Subordination Agreement") and each holder of the Loans, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.

Sample 1
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