0001144204-10-017076 Sample Contracts

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • March 31st, 2010 • Cpi Aerostructures Inc • Aircraft parts & auxiliary equipment, nec • New York

CPI Aerostructures, Inc., a New York corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell up to 500,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”) to various investors (the “Investors”) in a transaction in which Roth Capital Partners, LLC (“Roth”) will act as placement agent.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • March 31st, 2010 • Cpi Aerostructures Inc • Aircraft parts & auxiliary equipment, nec • New York

This subscription agreement (this “Subscription Agreement”) is dated March __, 2010, by and between the investor identified on the signature page hereto (“Investor”) and CPI Aerostructures, Inc., a New York corporation (the “Company”), whereby the parties agree as follows:

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