0001387131-11-002733 Sample Contracts

WARRANT AGREEMENT BETWEEN LIGHTPATH TECHNOLOGIES, INC. AND REGISTRAR AND TRANSFER COMPANY DATED AS OF ___________________________, 2011
Warrant Agreement • November 29th, 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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LIGHTPATH TECHNOLOGIES, INC. CLASS A COMMON STOCK WARRANT
Warrant Agreement • November 29th, 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.

4,500,000 Units LIGHTPATH TECHNOLOGIES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • November 29th, 2011 • Lightpath Technologies Inc • Semiconductors & related devices • New York
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