0001144204-13-009813 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • February 19th, 2013 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Delaware

This Escrow Agreement (this “Escrow Agreement”) is entered into as of December 31, 2012, by and among American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Escrow Agent”), JFC Technologies, LLC, a New Jersey limited liability company (“Seller”), and Cyalume Technology Holdings, Inc., a Delaware corporation (“Parent” and, together with Seller, referred to herein as the “Parties”). Unless otherwise defined herein, capitalized terms used in this Escrow Agreement have the definitions ascribed to them in the Amendment Agreement (as defined below). The Escrow Agent shall not be responsible to determine or make inquiry into any term, capitalized or otherwise, not defined herein.

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CYALUME TECHNOLOGIES HOLDINGS, INC. INCENTIVE STOCK OPTION AWARD JAMES G. SCHLECK
Cyalume Technologies • February 19th, 2013 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment

THIS AGREEMENT made as of December 27, 2012, by and between Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Company”), and James G. Schleck (the “Optionee”).

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