0001387131-10-000440 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 9th, 2010 • Lightpath Technologies Inc • Semiconductors & related devices

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 8, 2010, 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”).

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COMMON STOCK PURCHASE WARRANT LIGHTPATH TECHNOLOGIES, INC.
Securities Agreement • April 9th, 2010 • 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 six month anniversary of 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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 9th, 2010 • Lightpath Technologies Inc • Semiconductors & related devices • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2010, 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”).

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