INVESTOR RIGHTS AGREEMENT



 Exhibit 10.2 
  
 INVESTOR RIGHTS AGREEMENT 
  
 This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of February 20, 2004 by and among LightPath Technologies, Inc., a Delaware
corporation (the “Company”) and (ii) the investors listed on Exhibit A hereto (collectively the “Investors”) 
  
 WHEREAS, the Company desires to sell to the Investors, and the Investors desire to purchase an aggregate of 550,000 shares of Common Stock of the Company
(the “Shares”) and 5-year warrants, exercisable to purchase an aggregate of 110,000 shares of Common Stock at $4.30 per share (the “Purchased Warrants”), upon the terms and conditions set forth in that certain Unit
Subscription Agreement, dated of even date herewith, between the Company and the Investors (the “Unit Subscription Agreement”); and 
  
 WHEREAS, the terms of the Unit Subscription Agreement provide that it shall be a condition precedent to the closing of the transactions thereunder for the
Company and the Investors to execute and deliver this Agreement. 
  
 NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows: 
  
 1. Definitions. The following terms shall have the meanings provided below: 
  
 “Additional Shares” shall mean any additional shares of Common Stock which may be issued or become issuable
from time to time upon the exercise of a Purchased Warrant, or a distribution with respect to, or in exchange for, or in replacement of a Purchased Warrant, as a result of anti-dilution provisions of a Purchased Warrant or otherwise. 
  
 “Board of Directors” shall mean the board of directors of
the Company. 
  
 “Closing” shall have the meaning
ascribed to such term in the Unit Subscription Agreement. 
  
 “Common Stock” shall mean the Class A common stock, $.01 par value per share, of the Company. 
  
 “Convertible Securities” means (i) options to purchase or rights to subscribe for Common Stock, (ii) securities by their terms
convertible into or exchangeable for Common Stock or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities. 
  
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

  
 “Excluded Stock” shall mean shares of Common
Stock issued or issuable by the 







 Corporation (i) to employees, directors or consultants pursuant to any equity compensation plan approved by the
Company’s stockholders, including all existing equity plans for the benefit of employees, (ii) to bona fide leasing companies, strategic partners, or major lenders, (iii) as the purchase price in a bona fide acquisition or merger (including
reasonable fees paid in connection therewith) or (iv) upon issuance upon conversion or exercise of the Purchased Warrants or other Convertible Securities outstanding on the date hereof. 
  
 “Holder” shall mean the Investors or any transferee of the Purchased Warrants or Registrable Shares.

  
 “Majority Holders” shall mean, at the
relevant time of reference thereto, those Holders holding more than fifty percent (50%) of the Registrable Shares held by all of the Holders. 
  
 “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or
otherwise) which the Holders of the Purchased Warrants at any time shall be entitled to receive, or shall have received, upon the exercise of the Purchased Warrants, in lieu of or in addition to Common Stock, or which at any time shall be issuable
or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to the terms of the Purchased Warrants or otherwise. 
  
 “Registrable Shares” shall mean any Shares and any Registrable Warrant Shares 
  
 “Registrable Warrant Shares” shall mean any shares of Common
Stock or Other Securities issued or issuable from time to time upon the exercise of a Purchased Warrant, or a distribution with respect to, in exchange for, or in replacement of a Purchased Warrant, including without limitation the Warrant Shares
and Additional Shares. 
  
 “Rule 144” shall mean
Rule 144 promulgated under the Securities Act and any successor or substitute rule, law or provision. 
  
 “SEC” shall mean the Securities and Exchange Commission. 
  
 “Securities Act” shall mean the Securities Act of 1933, as amended, and all of the rules and regulations
promulgated thereunder. 
  
 “Warrant Shares”
shall mean any shares of Common Stock issued or issuable from time to time upon the exercise of a Purchased Warrant. 
  
 “Warrant Exercisable Date” shall mean November 23, 2004. 
  
 2. Effectiveness. This Agreement shall become effective upon the Closing. 
  
 3. Mandatory Registration. (a) As soon as practicable, but in
no event more than 30 days, after the Closing, the Company will prepare and file with the SEC a registration statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement that is then available
to effect a registration of all Registrable Shares) for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and 
  

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 for the account of, the Investors as selling stockholders thereunder (the “Registration Statement”). The
Registration Statement shall permit the Investors to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares. Such Registration Statement also shall cover, to the extent
allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the
Registrable Shares. 
  
 (b) The Company agrees to use best efforts
to cause the Registration Statement to become effective as soon as practicable after filing. 
  
 (c) At least thirty (30) days prior to the Warrant Exercisable Date, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 (the “New Registration Statements”)
or amend the Registration Statement filed pursuant to clause (b) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is
then available to effect a registration for resale of Registrable Warrant Shares or Additional Shares, subject to the Investors’ consent) covering the resale of the Registrable Warrant Shares or Additional Shares, as applicable, but only to the
extent such Registrable Warrant Shares or Additional Shares are not at the time covered by an effective Registration Statement. The New Registration Statements need not include Additional Shares which are not currently issuable at the time of filing
or effectiveness of the New Registration Statements, such as Additional Shares which may be issuable as a result of anti-dilution provisions set forth in Section 5 or 6 of the Purchased Warrants which have not been triggered at such times; provided
that such Additional Shares shall be included promptly in the New Registration Statements by amendment or by filing a New Registration Statement, as necessary, promptly after they become issuable. Unless otherwise specifically provided herein, the
term Registration Statement shall include without limitation any New Registration Statement, as amended from time to time. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated
thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Warrant Shares and Additional Shares. The Company
agrees to use best efforts to cause the Registration Statement, as amended from time to time, and each New Registration Statement, as amended from time to time, to become effective as soon as practicable after filing of each amendment and each New
Registration Statement. 
  
 (c) The Company shall be required to
keep the Registration Statement, as amended, effective until such date that is the earlier of (i) two years after the Warrant Exercisable Date, (ii) the date when all of the Registrable Shares registered thereunder shall have been sold, or (iii)
such time as all the Registrable Shares held by the Investors can be sold pursuant to Rule 144(k) and without compliance with the registration requirements of the Securities Act (such date is referred to herein as the “Mandatory Registration
Termination Date”). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (or any
prospectus relating thereto). 
  

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 (d) Until the Registration Statement becomes effective, the Company shall not grant any registration
rights that are pari passu or senior to the registration rights of the Investors under this Agreement. The Company represents that no stockholders other than the Investors have the right to sell any Common Stock or other securities of the
Company pursuant to the Registration Statement. 
  
 4.
Obligations of the Company. In connection with the Company’s obligation under Section 3 hereof to file a Registration Statement with the SEC and to use its reasonable efforts to cause the Registration Statement to become effective
as soon as practicable after filing, the Company shall, as expeditiously as reasonably possible, subject to Section 9 hereof: 
  
 (a) Prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be
necessary to keep the Registration Statement effective until the Mandatory Registration Termination Date; 
  
 (b) Furnish to the selling Investors such reasonable number of copies of the Registration Statement, prospectus and preliminary prospectus, in conformity
with the requirements of the Securities Act, and such other documents (including, without limitation, prospectus amendments and supplements as are prepared by the Company in accordance with Section 4(a) above) as the selling Investors may reasonably
request, in order to facilitate the public or other disposition of such selling Investors’ Registrable Shares; 
  
 (c) Use reasonable efforts to register and qualify the Registrable Shares covered by the Registration Statement under such other securities or Blue Sky
laws of all states requiring such securities or Blue Sky registration or qualification, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions; and 
  
 (d) Use reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange (including without limitation any Nasdaq market) on which securities of the same class issued by the Company are
then listed. 
  
 5. Furnish Information. (a) It
shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement that the selling Investors shall furnish to the Company such information regarding them and the securities held by them as the Company
shall reasonably request and as shall be required in order to effect any registration by the Company pursuant to this Agreement. 
  
 (b) The Registration Statement will provide for a plan of distribution with respect to the Registrable Shares substantially as follows: The Registrable
Shares may be sold from time to time by the Investors, or by pledgees, donees, transferees or other successors in interest. Such sales may be made on one or more exchanges or in the over-the-counter market, or otherwise at prices and at terms then
prevailing or at prices related to the then-current market price, or in negotiated transactions. The Registrable Shares may be sold by one or more of the following: (a) a block trade in which the broker or dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as principal to facilitate the 
  

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 transaction; (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its account
pursuant to the resale registration statement; (c) an exchange distribution in accordance with the rules of such exchange; (d) ordinary brokerage transactions and transactions in which the broker solicits purchasers; and (e) transactions between
sellers and purchasers without a broker/dealer. In addition, any securities covered by the Registration Statement which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to the Registration Statement. However, the
selling Investors may not engage in short sales, short sales versus the box, puts and calls or other transactions in securities of the issuer or derivatives thereof, and may not sell and deliver the shares in connection therewith. In effecting
sales, brokers or dealers engaged by the selling Investors may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from selling Investors in amounts to be negotiated immediately prior to the
sale. 
  
 6. Expenses of Registration. All expenses
incurred by the Company in connection with the registration of the Registrable Shares pursuant to this Agreement (excluding underwriting, brokerage and other selling commissions and discounts), including without limitation all registration and
qualification and filing fees, printing expenses, fees and disbursements of counsel for the Company, and the Legal Fee set forth and limited in Section 6.9 of the Unit Subscription Agreement, shall be borne by the Company. 
  
 7. Indemnification. 
  
 (a) To the extent permitted by law, the Company will indemnify and hold
harmless each selling Investor (including the partners or officers, directors and stockholders of such Investor), and each person, if any, who controls such selling Investor within the meaning of the Securities Act, against any losses, claims,
damages or liabilities, joint or several, to which they may become subject under the Securities Act, the Exchange Act, and other federal or state securities laws, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) (i) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or
supplements to the Registration Statement or any such preliminary prospectus or final prospectus, (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading or (iii) arise out of any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other federal or state securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any other federal or state securities law; and will reimburse such selling Investor, or such officer, director or controlling person for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable in any such case for any such loss, damage, liability or action to
the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission made in connection with the Registration Statement, any preliminary prospectus or final prospectus relating thereto or any amendments or
supplements to the Registration Statement or any such preliminary prospectus or final 
  

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 prospectus, in reliance upon and in conformity with written information furnished expressly for use in connection with
the Registration Statement or any such preliminary prospectus or final prospectus by the selling Investors, any broker/dealer acting on their behalf or controlling person with respect to them. 
  
 (b) To the extent permitted by law, each selling Investor will severally and
not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act, or any selling
Investors, and all other selling Investors against any losses, claims, damages or liabilities to which the Company or any such director, officer, controlling person or such other selling Investor may become subject to, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement or any preliminary
prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent and only to the extent that such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance
upon and in conformity with written information furnished by the selling Investor expressly for use in connection with the Registration Statement, or any preliminary prospectus or final prospectus; and such selling Investor will reimburse any legal
or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or other selling Investor in connection with investigating or defending any such loss, claim, damage, liability or action, provided,
however, that the indemnity agreement contained in this Section 7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of those selling
Investor(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld or delayed). 
  
 (c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof and the indemnifying party shall have the right to participate in and, to the extent the
indemnifying party desires, jointly with any other indemnifying party similarly noticed, to assume at its expense the defense thereof with counsel mutually satisfactory to the indemnifying parties with the consent of the indemnified party which
consent will not be unreasonably withheld, conditioned or delayed. In the event that the indemnifying party assumes any such defense, the indemnified party may participate in such defense with its own counsel and at its own expense, provided,
however, that the counsel for the indemnifying party shall act as lead counsel in all matters pertaining to such defense or settlement of such claim and the indemnifying party shall only pay for such indemnified party’s reasonable legal
fees and expenses for the period prior to the date of its participation in such defense, and provided further, however, that the indemnified party (together with all indemnified parties which may be represented without conflict
by one counsel) shall have the right to retain 
  

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 one separate counsel, with the fees and expenses to be paid by the indemnifying party, if the representation of the
indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between the indemnified party and any other party represented by such counsel in such proceeding.
Notwithstanding the foregoing, the indemnifying party shall not be obligated to pay the fees of more than one separate counsel. The failure to notify an indemnifying party of the commencement of any such action will not relieve such indemnifying
party of any liability to the indemnified party under this Section 7 (except to the extent that such failure materially and adversely affects the indemnifying party’s ability to defend such action), nor shall the omission so to notify an
indemnifying party relieve such indemnifying party of any liability which it may have to any indemnified party otherwise other than under this Section 7. No indemnifying party shall, without the consent of the indemnified party, consent to entry of
any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation and otherwise
in form and substance reasonably satisfactory to the indemnified party. 
  
 (d) If the indemnification provided in this Section 7 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, then the
indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that shall have resulted in such loss, liability, claim, damage or expense, as well as
any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or
omission. 
  
 (e) The obligations of the Company and Investors
under this Section 7 shall survive the completion of any offering of Registrable Shares in a Registration Statement under Section 3, and otherwise. 
  
 8. Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or
regulation of the SEC that may at any time permit the Investors to sell the Registrable Shares to the public without registration, the Company agrees to use reasonable efforts: (i) to make and keep public information available, as those terms are
understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities
registered under the Securities Act or the Exchange Act and (iii) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144. 
  

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 9. Selling Procedures. Any sale of Registrable Shares pursuant to the registration
statement filed in accordance with Section 3 hereof shall be subject to the following conditions and procedures: 
  
 (a) Updating the Prospectus. 
  
 (i) If the Company informs the selling Investor that the Registration Statement or final prospectus then on file with the SEC is not current or otherwise
does not comply with the Securities Act, the Company shall use best efforts to provide to the selling Investor a current prospectus that complies with the Securities Act as soon as reasonably practicable. 
  
 (ii) If the Company requires more than ten (10) business days to update the
prospectus under Section 9(a)(i) above, the Company shall have the right to delay the preparation of a current prospectus that complies with the Securities Act without explanation to such Investor, subject to the limitations set forth in Section
9(b) below, for a period of not more than forty-five (45) days (or two periods which total not more than ninety (90) days in the aggregate) during any twelve-month period. 
  
 (b) General. Notwithstanding the foregoing, upon receipt of any notice from the Company of (i)
any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus or for additional
information relating to the Registration Statement, (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose, (iii) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose, (iv) the happening of any event which makes any statement made in the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any
material respect or which requires the making of any changes in the Registration Statement or prospectus so that, in the case of the Registration Statement, it will not contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading or (v) that, in the judgment of the Company’s Board of Directors, it is advisable to suspend use of the prospectus for a discrete period of
time due to pending corporate developments, public filings with the Commission or that there exists material nonpublic information about the Company that the Board of Directors, acting in good faith, determines not to disclose in a registration
statement, then the Company may suspend use of the prospectus (each a “Suspension”), in which case the Company shall promptly so notify each Investor and each Investor shall not dispose of Registrable Shares covered by the
Registration Statement or prospectus until copies of a supplemented or amended prospectus are distributed to the Investors or until the Investors are advised in writing by the Company that the use of the applicable prospectus may be resumed;
provided, 
  

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 however, that, notwithstanding the foregoing, the Company may suspend use of the prospectus
pursuant to Sections 9(a)(ii), 9(b)(iv) and 9(b)(v), and an Investor may be prohibited from selling or otherwise disposing of the Registrable Shares covered by the Registration Statement or prospectus, on not more than two occasions in total
during any twelve-month period and for no more than ninety (90) days in the aggregate during any such twelve-month period. The Company shall use its best efforts to ensure the use of the prospectus may be resumed as soon as practicable. The
Company shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the securities for
sale in any jurisdiction, at the earliest practicable moment. The Company shall, upon the occurrence of any event contemplated by clause (iv), prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the
related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares being sold thereunder, such prospectus will not contain an untrue
statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 
  
 10. Pre-emptive Rights. In the event that at any time after the date hereof the Company proposes to issue
additional shares of Common Stock or Convertible Securities, other than Excluded Stock, the Company shall send a notice (an “Additional Share Notice”) to the Holder setting forth the terms of such proposed issuance. The Holder shall
be entitled to purchase the proposed number of shares of Common Stock or Convertible Securities, proposed to be issued in proportion to the Holder’s Proportionate Percentage (as hereafter defined) on substantially the same terms set forth in
the Additional Share Notice by (a) notice to the Company (the “Purchase Notice”) within 10 days of the date of the Additional Share Notice and (b) payment of the price for such shares of Common Stock or Convertible Securities, by
wire transfer of immediately available funds or such other method of payment as the Company may approve, within 10 days after delivery to the Company of the Purchase Notice. The “Proportionate Percentage” of the Holder means the
percentage obtained by dividing (a) the aggregate number shares of Common Stock held by the Holder by (b) the aggregate number of shares of Common Stock of the Company then issued and outstanding. 
  
 11. Issuance of Certain Securities; Investors’ Securities
Transactions. 
  
 (a) The Company shall not issue any (a)
Convertible Securities or similar securities that contain a provision that provides for any change or determination of the applicable conversion price, conversion rate, or exercise price (or a similar provision which might have a similar effect)
based on any determination of the Market Price or other value of the Company’s securities or any other market based or contingent standard; provided that the Company shall not be barred from agreeing to weighted average anti-dilution provisions
similar to those set forth in the Purchased Warrants, (b) any preferred stock, debt instruments or similar securities or investment instruments providing for (i) preferences or other payments substantially in excess of the original investment by
purchasers thereof or (ii) dividends, interest or similar payments other than dividends, interest or similar payments computed on an annual basis and not in excess, directly or indirectly, of the lesser of a rate equal to (A) twice the interest rate
on 10 year US Treasury Notes and (B) 20%. 
  

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 (b) An Investor shall not engage in open market or other transactions in the Company’s securities
that would cause such Investor, the Investors as a group, or a group with which one or more of the Investors is affiliated or associated, to acquire or obtain the right to acquire beneficial ownership of 20% or more of the outstanding shares of the
Company’s Common Stock. 
  
 12. Assignment.
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. In addition, and whether or not any express assignment shall have been made, the provisions of
this Agreement which are for the benefit of the Investors shall also be for the benefit of and enforceable by any subsequent holder of any Registrable Securities who has executed a copy of this Agreement or otherwise indicated its agreement to be
bound hereby. Without limitation on the Investors’ rights to transfer Registrable Securities, the Company acknowledges that any Investor may, at any time, transfer any of the Registrable Securities which they may own, beneficially or of record,
to (a) their affiliates, or (b) their partner(s), investor(s), security holder(s) or beneficial holder(s) pursuant to their organization documents or other agreements, and that, upon the consummation of any such transfer, the provisions of this
Agreement shall be binding upon and inure to the benefit of each transferee of such Registrable Securities. 
  
 13. Entire Agreement. This Agreement (including the exhibits hereto), the Unit Subscription Agreement and the Purchased Warrants constitute
and contain the entire agreement and understanding of the parties with respect to the subject matter hereof, and such agreements also supersede any and all prior negotiations, correspondence, agreements or understandings with respect to the subject
matter hereof. 
  
 14. Miscellaneous. 
  
 (a) Amendments. This Agreement may not be amended, modified or
terminated, and no rights or provisions may be waived, except with the written consent of the Majority Holders and the Company. 
  
 (b) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. Each party
hereby irrevocably consents and submits to the jurisdiction of any New York State or United States Federal Court sitting in the State of New York, County of New York, over any action or proceeding arising out of or relating to this Agreement and
irrevocably consents to the service of any and all process in any such action or proceeding by registered mail addressed to such party at its address specified herein (or as otherwise noticed to the other party). Each party further waives any
objection to venue in New York and any objection to an action or proceeding in such state and county on the basis of forum non conveniens. Each party also waives any right to trial by jury. 
  
 (c) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors or assigns. This Agreement shall also be binding upon and inure to the benefit of any transferee of any of the Registrable Shares.
Notwithstanding anything in this Agreement to the contrary, if at any time any Investor shall cease to own any Registrable Shares, all of such Investor’s rights under this Agreement shall immediately terminate. 
  

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 (d) Notices 
  
 (i) Any notices, reports or other correspondence (hereinafter collectively referred to as
“correspondence”) required or permitted to be given hereunder shall be sent by mail, courier (overnight or same day) or fax or delivered by hand to the party to whom such correspondence is required or permitted to be given hereunder
(except that notices of Suspensions or stop orders must be made by fax). Notice shall be deemed given three days after deposit in the mail, immediately upon delivery if sent by courier or delivered by hand, or immediately upon receipt if delivered
by fax with electronic confirmation of delivery. 
  
 (ii) All
correspondence to the Company shall be addressed as follows: 
   LightPath Technologies, Inc. 
   2603 Challenger Tech Ct., Suite 100 
   Orlando, Florida 32826 
   Attention: Chief Executive Officer 
   Fax number: (407) 823-9176 
  
 with a copy to: 
  
   Baker & Hostetler LLP 
   SunTrust Center, Suite 2300 
   200 South Orange Avenue 
   Orlando, Florida 32801-3432 
   Attention: Jeff Decker 
   Fax number: (407) 841-0168 
  
 (iii) All correspondence to any Investor shall be sent to the most recent
address furnished by the Investor to the Company. 
  
 (iv) Any
Investor may change the address to which correspondence to it is to be addressed by notification as provided for herein. 
  
 (e) Injunctive Relief. The parties acknowledge and agree that in the event of any breach of this Agreement, remedies at law may be inadequate, and
each of the parties hereto shall be entitled to seek specific performance of the obligations of the other parties hereto and such appropriate injunctive relief as may be granted by a court of competent jurisdiction. 
  
 (f) Attorney’s Fees. If any action at law or in equity is
necessary to enforce or interpret any of the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

  
 (g) Severability. If any provision of this Agreement is
held by a court of competent jurisdiction to be unenforceable under applicable law, such provision shall be replaced with a provision that accomplishes, to the extent possible, the original business purpose of such provision in a valid and
enforceable manner, and the balance of the Agreement shall be interpreted as if such provision were so modified and shall be enforceable in accordance with its terms. 
  

 11 








 (h) Counterparts. This Agreement may be executed in a number of counterparts, any of which
together shall for all purposes constitute one Agreement, binding on all the parties hereto notwithstanding that all such parties have not signed the same counterpart. 
  
 [Remainder of Page Intentionally Left Blank] 
  

 12 








 SIGNATURE PAGE 
 TO 
 LIGHTPATH TECHNOLOGIES, INC. 
  
 INVESTOR RIGHTS AGREEMENT 
  
 Dated February 23, 2004 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights Agreement as of the date and year first above written. 
  

			
	LIGHTPATH TECHNOLOGIES, INC.
		
	 By:
	 	 /s/ Kenneth Brizel


	 Name: Kenneth Brizel

	 Title: President and CEO

	
	INVESTOR
	
	 [                                       
                     ]

		
	 By:
	 	 /s/ Orin Hirschman


	 Name: Orin Hirschman

	 Title:



  
 [SIGNATURE
PAGE TO INVESTOR RIGHTS AGREEMENT] 







 SIGNATURE PAGE 
 TO 
 LIGHTPATH TECHNOLOGIES, INC. 
  
 INVESTOR RIGHTS AGREEMENT 
  
 Dated February 23, 2004 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights Agreement as of the date and year first above written. 
  

			
	LIGHTPATH TECHNOLOGIES, INC.
		
	 By:
	 	 /s/ Kenneth Brizel


	 Name: Kenneth Brizel

	 Title: President and CEO

	
	INVESTOR
	
	 [ Paul Packer ]

		
	 By:
	 	 /s/ Paul Packer


	 Name: Paul Packer

	 Title:



  
 [SIGNATURE
PAGE TO INVESTOR RIGHTS AGREEMENT] 







 SIGNATURE PAGE 
 TO 
 LIGHTPATH TECHNOLOGIES, INC. 
  
 INVESTOR RIGHTS AGREEMENT 
  
 Dated February 23, 2004 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights Agreement as of the date and year first above written. 
  

			
	LIGHTPATH TECHNOLOGIES, INC.
		
	 By:
	 	 /s/ Kenneth Brizel


	 Name: Kenneth Brizel

	 Title: President and CEO

	
	INVESTOR
	
	 [ GLOBIS CAPITAL PARTNERS L.P. ]

		
	 By:
	 	 /s/ Paul Packer


	 Name: Paul Packer

	 Title: Managing Member



  
 [SIGNATURE
PAGE TO INVESTOR RIGHTS AGREEMENT] 







 SIGNATURE PAGE 
 TO 
 LIGHTPATH TECHNOLOGIES, INC. 
  
 INVESTOR RIGHTS AGREEMENT 
  
 Dated February 23, 2004 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights Agreement as of the date and year first above written. 
  

			
	LIGHTPATH TECHNOLOGIES, INC.
		
	 By:
	 	 /s/ Kenneth Brizel


	 Name: Kenneth Brizel

	 Title: President and CEO

	
	INVESTOR
	
	 [ RICHARD GROSSMAN ]

		
	 By:
	 	 /s/ Richard Grossman


	 Name: Richard Grossman

	 Title:



  
 [SIGNATURE
PAGE TO INVESTOR RIGHTS AGREEMENT] 







 SIGNATURE PAGE 
 TO 
 LIGHTPATH TECHNOLOGIES, INC. 
  
 INVESTOR RIGHTS AGREEMENT 
  
 Dated February 23, 2004 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights Agreement as of the date and year first above written. 
  

			
	LIGHTPATH TECHNOLOGIES, INC.
		
	 By:
	 	 /s/ Kenneth Brizel


	 Name: Kenneth Brizel

	 Title: President and CEO

	
	INVESTOR
	
	 [                                       
                     ]

		
	 By:
	 	 /s/ Joshua A. Hirsch


	 Name: Joshua A. Hirsch

	 Title: Dr.



  
 [SIGNATURE
PAGE TO INVESTOR RIGHTS AGREEMENT] 







 SIGNATURE PAGE 
 TO 
 LIGHTPATH TECHNOLOGIES, INC. 
  
 INVESTOR RIGHTS AGREEMENT 
  
 Dated February 23, 2004 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights Agreement as of the date and year first above written. 
  

			
	LIGHTPATH TECHNOLOGIES, INC.
		
	 By:
	 	 /s/ Kenneth Brizel


	 Name: Kenneth Brizel

	 Title: President and CEO

	
	INVESTOR
	
	 [                                       
                     ]

		
	 By:
	 	 /s/ James Kardon


	 Name: James Kardon

	 Title:



  
 [SIGNATURE
PAGE TO INVESTOR RIGHTS AGREEMENT] 







 SIGNATURE PAGE 
 TO 
 LIGHTPATH TECHNOLOGIES, INC. 
  
 INVESTOR RIGHTS AGREEMENT 
  
 Dated February 23, 2004 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights Agreement as of the date and year first above written. 
  

			
	LIGHTPATH TECHNOLOGIES, INC.
		
	 By:
	 	 /s/ Kenneth Brizel


	 Name: Kenneth Brizel

	 Title: President and CEO

	
	INVESTOR
	
	 [                                       
                     ]

		
	 By:
	 	 /s/ Hershel P. Berkowitz


	 Name: Hershel P. Berkowitz

	 Title: Rabbi



  
 [SIGNATURE
PAGE TO INVESTOR RIGHTS AGREEMENT] 







 SIGNATURE PAGE 
 TO 
 LIGHTPATH TECHNOLOGIES, INC. 
  
 INVESTOR RIGHTS AGREEMENT 
  
 Dated February 23, 2004 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights Agreement as of the date and year first above written. 
  

			
	LIGHTPATH TECHNOLOGIES, INC.
		
	 By:
	 	 /s/ Kenneth Brizel


	 Name: Kenneth Brizel

	 Title: President and CEO

	
	INVESTOR
	
	 [ ANTHONY ALTAMURA ]

		
	 By:
	 	 /s/ Anthony Altamura


	 Name:

	 Title:



  
 [SIGNATURE
PAGE TO INVESTOR RIGHTS AGREEMENT] 







 SIGNATURE PAGE 
 TO 
 LIGHTPATH TECHNOLOGIES, INC. 
  
 INVESTOR RIGHTS AGREEMENT 
  
 Dated February 23, 2004 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights Agreement as of the date and year first above written. 
  

			
	LIGHTPATH TECHNOLOGIES, INC.
		
	 By:
	 	 /s/ Kenneth Brizel


	 Name: Kenneth Brizel

	 Title: President and CEO

	
	INVESTOR
	
	 [ Hewlett Fund ]

	 c/o SDC Capital LLC

	 20 East Sunrise Highway Suite 302

	 Valley Stream, NY 11581

		
	 By:
	 	 /s/ Jay Spinner


	 Name: Jay Spinner

	 Title: Director



  
 [SIGNATURE
PAGE TO INVESTOR RIGHTS AGREEMENT] 







 Exhibit A 
  

SCHEDULE OF INVESTORS 
  
 Orin Z. Hirschman 
  
 Paul Packer 
  
 Globis Capital Partners L.P. 
  
 Richard Grossman

  
 Joshua Hirsch 
  
 James Kardon 
  
 Hershel Berkowitz 
  
 Anthony Altamura 
  
 Hewlett Fund