INTELLECTUAL PROPERTY SECURITY AGREEMENT

Exhibit 10.2

INTELLECTUAL PROPERTY SECURITY AGREEMENT

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of September 30, 2013 by and between AVIDBANK CORPORATE FINANCE, A DIVISION OF AVIDBANK, a California corporation (“Bank”) and LIGHTPATH TECHNOLOGIES, INC., a Delaware corporation (“Grantor”).

Recitals

Bank has agreed to make certain advances of money and to extend certain financial accommodation to Grantor (the “Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement by and between Bank and Grantor (as amended from time to time, the “Loan Agreement”) dated of even date herewith. Capitalized terms used herein have the meaning assigned in the Loan Agreement. Bank is willing to make the credit extensions to Grantor, but only upon the condition, among others, that Grantor shall grant to Bank a security interest in all of Grantor’s right title, and interest in, to and under all of the Collateral whether presently existing or hereafter acquired

Now, Therefore, Grantor agrees as follows:

Agreement

To secure performance of Grantor’s obligations under the Loan Agreement, Grantor grants to Bank a security interest in all of Grantor’s right, title and interest in Grantor’s intellectual property (including without limitation those Copyrights, Patents and Trademarks listed on Exhibits A, B and C hereto), including without limitation all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits). This security interest is granted in conjunction with the security interest granted to Bank under the Loan Agreement. Each right, power and remedy of Bank provided for herein shall not preclude the simultaneous or later exercise by Bank of any or all other rights, powers or remedies.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument.

In Witness Whereof, the parties have caused this Intellectual Property Security Agreement to be duly executed as of the first date written above.

Address of Borrower:	LIGHTPATH TECHNOLOGIES, INC.
0000 Xxxxxxxxxx Xxxx Xx., Xxxxx 000	By:	/s/ J. Xxxxx Xxxxxx

Xxxxxxx, XX 00000
Attn:  Xxxxx X. Xxxxxx, CEO	Print Name:	J. Xxxxx Xxxxxx
Fax:(000) 000-0000

Title: President & CEO

Address of Bank:	AVIDBANK CORPORATE FINANCE, A DIVISION OF AVIDBANK
000 Xxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000	By:	/s/ Xxx Xxxxxxxx
FAX:  (000) 000-0000
Attn:  Xxx Xxxxxxxx	Title:	Senior Vice President

Exhibit A

Copyrights

Please Check Box if No Copyrights Exist x

Title Registration Number Registration Date

Exhibit B

Patents

Please Check Box if No Patents Exist ¨

Title		Serial/ Patent Number		Application/ Issue Date
High-power fused collimator and associated methods		7,397,985		07/08/08
High-power fused collimator and associated methods		7,146,075		12/05/06
Computer keyboard backlighting		6,871,978		03/29/05
Fabrication of collimators employing optical fibers fusion-spliced to optical elements of substantially larger cross-section areas		6,780,274		08/24/04
Backlighting for computer keyboard		6,765,503		07/20/04
Fabrication of collimators employing optical fibers fusion-spliced to optical elements of substantially larger cross-sectional areas		6,360,039		03/19/02
Manipulation of acoustic waves using a functionally graded material and process for making the same		6,278,656		08/21/01
Use of a laser to fusion-splice optical components of substantially different cross-sectional areas		6,217,698		04/17/01
Use of a laser to fusion-splice optical components of substantially different cross-sectional areas		6,033,515		03/07/00
Batching of molten glass in the production of graded index of refraction glass bodies		6,029,475		02/29/00
Method of producing large polymer optical blanks with predictable axil refractive index profile		6,027,672		02/22/00
Axially-graded index-based copulers for solar concentrators		5,936,777		08/10/99
Method of manufacturing a grin lens		5,917,105		06/29/99
Axially-graded index-based couplers		5,815,318		09/29/98
Quadaxial gradient index lens		5,796,525		08/18/98
GRIN lens and method of manufacturing		5,689,374		11/18/97
Process for manufacturing GRIN lenses by melting a series of layers of frits		5,630,857		05/20/97
Gradient refractive index lens elements		5,617,252		04/01/97

Title		Serial/ Patent Number		Application/ Issue Date
Method for making refractive optical elements with graded properties		5,582,626		12/10/96
Lead glass composition series for gradient glasses		5,504,623		04/02/96
Lead glass composition series for gradient glasses		5,459,613		10/17/95
Refractive elements with graded properties and methods of making same		5,262,896		11/16/93
Shaped gradient fabrication in lenses by molding from axial gradient		5,236,486		08/17/93
Uni-directional gradient index of refraction glasses		5,200,858		04/06/93
Use of a laser to fusion-splice optical components of substantially different cross-sectional areas		6,352,376		3/5/02
Macro-gradient optical density transmissive light concentrators, lenses and compound lenses of large geometry		4,907,864		03/13/90
Double axial gradient lens and process for fabrication thereof		5,044,737		09/03/91
Glass plate fusion for macro-gradient refractive index materials		4,929,065		05/29/90
Fabrication of macro-gradient optical density transmissive light concentrators, lenses and compound lenses of large geometry		4,883,522		11/28/89
Method of microfabrication		6,126,775		10/03/00
Method of micro-fabrication		6,395,126		05/28/02
perature compensator for faraday rotator		6,252,708		06/26/01
TV projection lens including a graded index element		5,392,431		02/21/95

Exhibit C

Trademarks

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Description		Serial / Registration Number		Application /Registration Date
LIGHTPATH TECHNOLOGIES		2,639,210		10/22/02
LIGHTPATH		2,106,549		10/21/97
GRADIUM		2,058,044		04/29/97
Circulight*
BLACK DIAMOND*
GelTech*
Oasis*

* Represents trademarks that are unregistered.