0001047469-05-009512 Sample Contracts

SECOND AMENDMENT TO SUBLEASE
Sublease • April 7th, 2005 • Cpi Holdco Inc • Electronic components & accessories

THIS SECOND AMENDMENT TO SUBLEASE (this “Second Amendment”) is made as of the 28th day of April, 2000 by and between VARIAN, INC., a Delaware corporation (“Sublessor”), and COMMUNICATIONS & POWER INDUSTRIES, INC., a Delaware corporation (“Sublessee”).

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FIRST AMENDMENT TO SUBLEASE, SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
Sublease, Subordination, Non-Disturbance and Attornment Agreement • April 7th, 2005 • Cpi Holdco Inc • Electronic components & accessories • California

THIS FIRST AMENDMENT TO SUBLEASE, SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”), dated for reference purposes only as of April 2, 1999, is made by and among VARIAN, INC., a Delaware corporation (“Sublessor”), COMMUNICATIONS & POWER INDUSTRIES, INC., a Delaware corporation (“Sublessee”), VARIAN ASSOCIATES, INC., a Delaware corporation (“Varian Associates”), and VARIAN REALTY INC., a California corporation (“Varian Realty”). Varian Associates and Varian Realty are sometimes hereinafter collectively referred to as “Ground Lessee”.

REPLACEMENT OPTION ROLLOVER AGREEMENT (Canadian Employees)
Replacement Option Rollover Agreement • April 7th, 2005 • Cpi Holdco Inc • Electronic components & accessories • New York

AGREEMENT dated as of __________ (the “Agreement”) between CPI Holdco, Inc. (formerly CPI Acquisition Corp.), a Delaware corporation, (the “Company”), and the manager named on Schedule A (the “Manager”).

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