SUBSIDIARY GUARANTEESubsidiary Guarantee • August 6th, 2008 • Lightpath Technologies Inc • Semiconductors & related devices • New York
SUBSIDIARY GUARANTEE, dated as of August 1, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Lightpath Technologies, Inc., a Delaware corporation (the “Company”) and the Purchasers.
8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE August 1, 2011Convertible Security Agreement • August 6th, 2008 • Lightpath Technologies Inc • Semiconductors & related devices • New York
THIS 8% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of Lightpath Technologies, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 2603 Challenger Tech CT, Suite 100, Orlando, FL 32826, designated as its 8% Senior Secured Convertible Debenture due August 1, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 6th, 2008 • Lightpath Technologies Inc • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 1, 2008 between Lightpath Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT LIGHTPATH TECHNOLOGIES, INC.Security Agreement • August 6th, 2008 • Lightpath Technologies Inc • Semiconductors & related devices
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lightpath Technologies, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • August 6th, 2008 • Lightpath Technologies Inc • Semiconductors & related devices • New York
This SECURITY AGREEMENT, dated as of August 1, 2008 (this “Agreement”), is among LightPath Technologies, Inc., a Delaware corporation (the “Company”), Geltech, Inc., a Delaware corporation (“Geltech” and, together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Convertible Debentures due 3 years following their issuance, in the original aggregate principal amount of $2,929,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2008 • Lightpath Technologies Inc • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 1, 2008, between Lightpath Technologies, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
