0001193125-06-116363 Sample Contracts

LUNA INNOVATIONS INCORPORATED [4,000,000] Shares Common Stock ($0.001 par value) Underwriting Agreement
Luna Innovations Inc • May 19th, 2006 • Services-commercial physical & biological research • New York

Luna Innovations Incorporated, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [4,000,000] shares of Common Stock, $0.001 par value per share (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Firm Shares”). The Company also proposes to grant to the Underwriters an option (the “Over-Allotment Option”) to purchase up to [600,000] additional shares of Common Stock to cover over-allotments (the “Option Shares”; the Option Shares, together with the Firm Shares, being hereinafter called the “Securities”) on the terms set forth in Section 3. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underw

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LICENSE AGREEMENT UNITED STATES OF AMERICA AND LUNA INNOVATIONS, INCORPORATED NONEXCLUSIVE LICENSE AGREEMENT DN-982
License Agreement • May 19th, 2006 • Luna Innovations Inc • Services-commercial physical & biological research

This License Agreement (“Agreement”) is entered into between the National Aeronautics and Space Administration (NASA), an agency of the United States Government, hereinafter referred to as LICENSOR, having its headquarters at Washington, D.C., and Luna Innovations, Inc., a corporation of the Commonwealth of Virginia, having its principal place of business at 2851 Commerce Street SE, Blacksburg, Virginia 26040, hereinafter referred to as LICENSEE, as of the date of execution of the last PARTY hereto.

AMENDED AND RESTATED LICENSE AGREEMENT
Material Transfer Agreement • May 19th, 2006 • Luna Innovations Inc • Services-commercial physical & biological research • Virginia

This agreement (“Agreement”) is made by and between Luna Innovations, Inc., a Virginia corporation having an address at 2851 Commerce Street, Blacksburg, Virginia 24062 (“LICENSEE”) and Virginia Tech Intellectual Properties, Inc., a non-profit organization having an address at 1872 Pratt Drive, Suite 1625, Blacksburg, Virginia 24060 (“VTIP”).

FIBER OPTIC PATENT LICENSE
Luna Innovations Inc • May 19th, 2006 • Services-commercial physical & biological research • Connecticut

This Agreement, effective as of the last date signed below (hereinafter, “Effective Date”) Is made by and between UNITED TECHNOLOGIES CORPORATION, a Delaware corporation, having an office and a place of business at United Technologies Research Center, 411 Silver Lane, East Hartford, Connecticut, USA 06108 (hereinafter, “UTC”) and LUNA INNOVATIONS INCORPORATED, a Delaware corporation, having a place of business at 2851 Commerce Street, Blacksburg, VA 24080 (hereinafter, “LICENSEE”).

LICENSE AGREEMENT UNITED STATES OF AMERICA LUNA TECHNOLOGIES, INC. NONEXCLUSIVE LICENSE AGREEMENT NO. DN-951 LICENSE EFFECTIVE DATE: 12/20/00
License Agreement • May 19th, 2006 • Luna Innovations Inc • Services-commercial physical & biological research

This License Agreement (“Agreement”) is entered into between the National Aeronautics and Space Administration (NASA), an agency of the United States, hereinafter referred to as LICENSOR, having its headquarters in Washington, D.C., and Luna Technologies, Inc., a corporation of the State of Delaware, having its principal place of business at P.O. Box 11704, Blacksburg, VA, 24062, hereinafter referred to as LICENSEE, as of the date of execution of the last PARTY hereto.

LICENSE AGREEMENT UNITED STATES OF AMERICA AND LUNA INNOVATIONS INCORPORATED EXCLUSIVE LICENSE AGREEMENT DE-384 EFFECTIVE DATE: 10/28/04
License Agreement • May 19th, 2006 • Luna Innovations Inc • Services-commercial physical & biological research

This License Agreement (“AGREEMENT”) is entered into between the National Aeronautics and Space Administration (NASA), an agency of the United States, hereinafter referred to as LICENSOR, having its headquarters at Washington, D.C., and Luna Innovations Incorporated, a corporation of the State of Delaware, having its principal place of business at 2851 Commerce Street, Blacksburg, VA 24060, hereinafter referred to as LICENSEE, as of the date of execution of the last PARTY hereto.

FIRST AMENDMENT TO INDUSTRIAL LEASE AGREEMENT
Industrial Lease Agreement • May 19th, 2006 • Luna Innovations Inc • Services-commercial physical & biological research

THIS FIRST AMENDMENT TO INDUSTRIAL LEASE AGREEMENT (the “Amendment”) is made and effective as of this 11th day of May, 2006, by and between The Industrial Development Authority of Montgomery County, Virginia (“Landlord”), a public body corporate, having a principal place of business at 755 Roanoke Street, Suite 2 H, Christiansburg, Virginia 24073, and Luna Innovations Incorporated, (“Tenant”), a Virginia Corporation having a principal place of business at 10 South Jefferson Street, Suite 130, Roanoke, Virginia 24011.

LOAN AGREEMENT
Loan Agreement • May 19th, 2006 • Luna Innovations Inc • Services-commercial physical & biological research

This LOAN AGREEMENT, amended as of May 12, 2006, is by and between Luna Innovations Incorporated and First National Bank, headquartered in Christiansburg, VA.

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