0001144204-11-064316 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2011 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment

This Agreement is made pursuant to that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, between the Company, Cyalume Specialty Products, Inc., a Delaware corporation and wholly owned subsidiary of the Company, JFC Technologies, LLC, a New Jersey limited liability company, and certain selling members listed in the Purchase Agreement.

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Lease Agreement • November 14th, 2011 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • New Jersey

This Lease Agreement is made and entered into between Brook Industrial Park, LLC, a New Jersey limited liability corporation, referred to in this lease as Lessor, and Cyalume Specialty Products, Inc., a Delaware corporation, referred to in this lease as Lessee.

Amendment No. 1 to the Employee Agreement of Michael Bielonko
Employment Agreement • November 14th, 2011 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment

This Amendment No. 1 (this “Amendment”) dated September 1, 2011, to the Employment Agreement (as defined below) is made by and among Cyalume Technologies, Inc., a Delaware corporation (the “Company”) and Michael Bielonko (the “Employee”). Any capitalized term not defined herein shall have the meaning for such term specified in the Employment Agreement.

Amendment No. 2 to the Employee Agreement of Derek Dunaway
Employment Agreement • November 14th, 2011 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment

This Amendment No. 2 (this “Amendment”) dated September 1, 2011, to the Employment Agreement (as defined below) is made by and among Cyalume Technologies, Inc., a Delaware corporation (the “Company”) and Derek Dunaway (the “Employee”). Any capitalized term not defined herein shall have the meaning for such term specified in the Employment Agreement.

Amendment No. 2 to the Employee Agreement of Edgar E. Cranor
Employment Agreement • November 14th, 2011 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment

This Amendment No. 2 (this “Amendment”) dated September 1, 2011, to the Employment Agreement (as defined below) is made by and among Cyalume Technologies, Inc., a Delaware corporation (the “Company”) and Edgar E. Cranor (the “Employee”). Any capitalized term not defined herein shall have the meaning for such term specified in the Employment Agreement.

ASSET PURCHASE AGREEMENT dated August 31, 2011 among CYALUME TECHNOLOGIES HOLDINGS, INC., a Delaware corporation, as Parent of the Buyer, CYALUME SPECIALTY PRODUCTS, INC., a Delaware corporation, as Buyer, JFC TECHNOLOGIES, LLC, a New Jersey limited...
Asset Purchase Agreement • November 14th, 2011 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Delaware

This ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of August 31, 2011, among Cyalume Technologies Holdings, Inc., a Delaware corporation (“Parent”), Cyalume Specialty Products, Inc., a Delaware corporation (“Buyer”), JFC Technologies, LLC, a New Jersey limited liability company (“Seller”), and the members of Seller listed on Schedule I hereto (each a “Selling Member” and collectively “Selling Members”).

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