0001144204-13-063740 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 22nd, 2013 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 19, 2013, by and between Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Company”), and US VC Partners, L.P., a Delaware limited partnership (the “Purchaser”).

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FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • November 22nd, 2013 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Massachusetts

This FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT(this “Fourth Amendment”) dated as of November 19, 2013 made by and among CYALUME TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), CYALUME TECHNOLOGIES HOLDINGS, INC., a Delaware corporation (the “Holding Company”), COMBAT TRAINING SOLUTIONS, INC., a Colorado corporation (“CTS”), CYALUME REALTY, INC., a Delaware corporation (“Realty”), CYALUME SPECIALTY PRODUCTS, INC., a Delaware corporation (“Specialty”), and TD BANK, N.A., as Administrative Agent and as the Lender (the “Agent”).

RELEASE AND ESCROW AGREEMENT
Release and Escrow Agreement • November 22nd, 2013 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • New York

THIS RELEASE AND ESCROW AGREEMENT (this “Agreement”), dated as of November 19, 2013, is made and entered into by and between Cyalume Technologies Holdings, Inc., a Delaware corporation (“Cyalume”), Cyalume Technologies, Inc., a Delaware corporation (“CTI”), Cova Small Cap Holdings, LLC (“Depositor”) and US VC Partners, L.P., a Delaware limited partnership (“Purchaser” and together with Cyalume, CTI and Depositor, the “Parties” and each a “Party”).

FOURTH AMENDMENT TO SUBORDINATED LOAN AGREEMENT
Subordinated Loan Agreement • November 22nd, 2013 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Illinois

This FOURTH AMENDMENT TO SUBORDINATED LOAN AGREEMENT (this "Fourth Amendment") dated as of November 19, 2013 made by and among CYALUME TECHNOLOGIES, INC., a Delaware corporation (the "Borrower"), CYALUME TECHNOLOGIES HOLDINGS, INC., a Delaware corporation (the "Holding Company"), COMBAT TRAINING SOLUTIONS, INC., a Colorado corporation ("CTS"), CYALUME REALTY, INC., a Delaware corporation ("Realty"), CYALUME SPECIALTY PRODUCTS, INC., a Delaware corporation ("Specialty"), GRANITE CREEK FLEXCAP I, L.P., a Delaware limited partnership ("GCF"), and PATRIOT CAPITAL II, L.P., a Delaware limited partnership ("Patriot" and, together with GCF, the "Subordinated Lenders"), and GRANITE CREEK PARTNERS AGENT, L.L.C., a Delaware limited liability company, as agent ("Granite Agent").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 22nd, 2013 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 19, 2013 by and between Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Company”), and US VC Partners, L.P., a Delaware limited partnership (the “Purchaser”).

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