0001193125-09-001485 Sample Contracts

COMMON STOCK PURCHASE WARRANT LIGHTPATH TECHNOLOGIES, INC.
Lightpath Technologies Inc • January 6th, 2009 • 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).

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FIRST AMENDMENT TO 8% SENIOR SECURED CONVERTIBLE DEBENTURES DUE AUGUST 1, 2011
Lightpath Technologies Inc • January 6th, 2009 • Semiconductors & related devices

THIS FIRST AMENDMENT TO 8% SENIOR SECURED CONVERTIBLE DEBENTURES DUE AUGUST 1, 2011 (this “Agreement”) is made as of December 31, 2008 among Lightpath Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned, being all of the Holders (as that term is defined in each Debenture), pursuant to and in accordance with Section 9(k) of each debenture identified on Exhibit A attached hereto (each, a “Debenture”).

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