0001387131-11-002706 Sample Contracts

WARRANT AGREEMENT BETWEEN LIGHTPATH TECHNOLOGIES, INC. AND REGISTRAR AND TRANSFER COMPANY DATED AS OF ___________________________, 2011
Warrant Agreement • November 23rd, 2011 • Lightpath Technologies Inc • Semiconductors & related devices • New Jersey

This Warrant Agreement (the “Agreement”), dated as of ________, 2011, is between LightPath Technologies, Inc., a Delaware corporation (the “Company”) and Registrar and Transfer Company, a New Jersey corporation (the “Warrant Agent”).

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4,500,000 Units LIGHTPATH TECHNOLOGIES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • November 23rd, 2011 • Lightpath Technologies Inc • Semiconductors & related devices • New York
LIGHTPATH TECHNOLOGIES, INC. CLASS A COMMON STOCK WARRANT
Warrant Agreement • November 23rd, 2011 • Lightpath Technologies Inc • Semiconductors & related devices • New York

THIS CERTIFIES THAT, for value received, the Holder is entitled to purchase, and LightPath Technologies, Inc., a Delaware corporation (the “Company”), promises and agrees to sell and issue to the Holder, at any time, or from time to time, during the Exercise Period, up to _________ shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of the Company, at the Exercise Price, subject to the provisions and upon the terms and conditions hereinafter set forth.

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