0001144204-12-021978 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 16th, 2012 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Delaware

This Agreement is made pursuant to that certain Stock Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, between the Company, Cyalume Technologies Inc., a Delaware corporation and wholly owned subsidiary of the Company, Combat Training Solutions, Inc., a Colorado corporation, and the Investor.

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SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Credit and Term Loan Agreement • April 16th, 2012 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Massachusetts

This SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT(this “Second Amendment”) dated as of March 30, 2012 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”).

SECOND AMENDMENT TO SUBORDINATED LOAN AGREEMENT
Subordinated Loan Agreement • April 16th, 2012 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Illinois

This SECOND AMENDMENT TO SUBORDINATED LOAN AGREEMENT (this "Second Amendment") dated as of March 30, 2012 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 PARTNERS AGENT, LLC, a Delaware limited liability company (the "Granite Agent"), GRANITE CREEK FLEXCAP I, L.P., a Delaware limited liability partnership ("GCF"), and PATRIOT CAPITAL II, L.P., a Delaware limited partnership ("Patriot" and together with GCF, the "Subordinated Lenders").

STOCK PURCHASE AGREEMENT Dated December 22, 2011 among Cyalume Technologies Inc., a Delaware corporation, as Buyer,
Stock Purchase Agreement • April 16th, 2012 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Delaware

This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 22, 2011, is by and among Cyalume Technologies Inc., a Delaware corporation (“Buyer”), Cyalume Technologies Holdings, Inc., a Delaware corporation (“Parent”), Combat Training Solutions, Inc., a Colorado corporation (the “Company”), and Antonio Colon, the sole stockholder of the Company (the “Stockholder”).

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