0001387131-11-000524 Sample Contracts

SECOND AMENDMENT TO 8% SENIOR SECURED CONVERTIBLE DEBENTURES DUE AUGUST 1, 2011
8% Senior Secured Convertible Debentures • April 1st, 2011 • Lightpath Technologies Inc • Semiconductors & related devices

THIS SECOND AMENDMENT TO 8% SENIOR SECURED CONVERTIBLE DEBENTURES DUE AUGUST 1, 2011 (this “Amendment”) is made as of March 30, 2011 among Lightpath Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned, being Holders (as that term is defined in each Debenture) holding approximately 98.71% of the current outstanding principal amount of the Debentures, 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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