Exhibit 10.2


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


THIS
INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of September 30, 2013 by and between AVIDBANK
CORPORATE FINANCE, A DIVISION OF AVIDBANK, a
California corporation (“Bank”) and LIGHTPATH TECHNOLOGIES, INC., a Delaware corporation (“Grantor”).


 


Recitals


 


Bank has agreed to
make certain advances of money and to extend certain financial accommodation to Grantor (the “Loans”) in the
amounts and manner set forth in that certain Loan and Security Agreement by and between Bank and Grantor (as amended from time
to time, the “Loan Agreement”) dated of even date herewith. Capitalized terms used herein have the meaning assigned
in the Loan Agreement. Bank is willing to make the credit extensions to Grantor, but only upon the condition, among others, that
Grantor shall grant to Bank a security interest in all of Grantor’s right title, and interest in, to and under all of the
Collateral whether presently existing or hereafter acquired


 


Now,
Therefore, Grantor agrees as follows:


 


Agreement


 


To secure performance
of Grantor’s obligations under the Loan Agreement, Grantor grants to Bank a security interest in all of Grantor’s right,
title and interest in Grantor’s intellectual property (including without limitation those Copyrights, Patents and Trademarks
listed on Exhibits A, B and C hereto), including without limitation all proceeds thereof (such as, by way of example but not by
way of limitation, license royalties and proceeds of infringement suits). This security interest is granted in conjunction with
the security interest granted to Bank under the Loan Agreement. Each right, power and remedy of Bank provided for herein shall
not preclude the simultaneous or later exercise by Bank of any or all other rights, powers or remedies.


 


This Agreement may
be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the
same instrument.


 


In
Witness Whereof, the parties have caused this Intellectual Property Security Agreement to be duly executed as of the
first date written above.


 





	Address of Borrower:	LIGHTPATH TECHNOLOGIES, INC.
	 	 
	2603 Challenger Tech Ct., Suite 100	By:	/s/ J. James Gaynor






	Orlando, FL 32826		 
	Attn:  James J. Gaynor, CEO	Print Name: 	J. James Gaynor
	Fax:(407) 382-4007	 	 






	 	Title:	President & CEO







 


	Address of Bank:	AVIDBANK CORPORATE FINANCE, 

A DIVISION OF AVIDBANK
	400 Emerson Street	 
	Palo Alto, CA 94301	By:	/s/ Jon Krogstad
	FAX:  (650) 289-0124	 	 
	Attn:  Jon Krogstad	Title:	Senior Vice President


 




    	 



    	 



    

 


Exhibit
A


 


Copyrights


 


Please Check
Box if No Copyrights Exist x 


 


	
        Title
	
	
        Registration
        Number
	
	
        Registration
        Date

	 	 	 	 	 
	 	 	 	 	 


 




    	 



    	 



    

 


Exhibit
B


 


Patents 


 


Please Check Box if No Patents Exist  ̈


 


	
        Title
	
	
        Serial/
        Patent Number
	
	
        Application/
        Issue Date

	High-power fused collimator and associated methods	 	7,397,985	 	07/08/08
	 	 	 	 	 
	High-power fused collimator and associated methods	 	7,146,075	 	12/05/06
	 	 	 	 	 
	Computer keyboard backlighting	 	6,871,978	 	03/29/05
	 	 	 	 	 
	Fabrication of collimators employing optical fibers fusion-spliced to optical elements of substantially larger cross-section areas	 	6,780,274	 	08/24/04
	 	 	 	 	 
	Backlighting for computer keyboard	 	6,765,503	 	07/20/04
	 	 	 	 	 
	Fabrication of collimators employing optical fibers fusion-spliced to optical elements of substantially larger cross-sectional areas	 	6,360,039	 	03/19/02
	 	 	 	 	 
	Manipulation of acoustic waves using a functionally graded material and process for making the same	 	6,278,656	 	08/21/01
	 	 	 	 	 
	Use of a laser to fusion-splice optical components of substantially different cross-sectional areas	 	6,217,698	 	04/17/01
	 	 	 	 	 
	Use of a laser to fusion-splice optical components of substantially different cross-sectional areas	 	6,033,515	 	03/07/00
	 	 	 	 	 
	Batching of molten glass in the production of graded index of refraction glass bodies	 	6,029,475	 	02/29/00
	 	 	 	 	 
	Method of producing large polymer optical blanks with predictable axil refractive index profile	 	6,027,672	 	02/22/00
	 	 	 	 	 
	Axially-graded index-based copulers for solar concentrators	 	5,936,777	 	08/10/99
	 	 	 	 	 
	Method of manufacturing a grin lens	 	5,917,105	 	06/29/99
	 	 	 	 	 
	Axially-graded index-based couplers	 	5,815,318	 	09/29/98
	 	 	 	 	 
	Quadaxial gradient index lens	 	5,796,525	 	08/18/98
	 	 	 	 	 
	GRIN lens and method of manufacturing	 	5,689,374	 	11/18/97
	 	 	 	 	 
	Process for manufacturing GRIN lenses by melting a series of layers of frits	 	5,630,857	 	05/20/97
	 	 	 	 	 
	Gradient refractive index lens elements	 	5,617,252	 	04/01/97


 




    	 



    	 



    

 


	
        Title
	
	
        Serial/
        Patent Number
	
	
        Application/
        Issue Date

	 	 	 	 	 
	Method for making refractive optical elements with graded properties	 	5,582,626	 	12/10/96
	 	 	 	 	 
	Lead glass composition series for gradient glasses	 	5,504,623	 	04/02/96
	 	 	 	 	 
	Lead glass composition series for gradient glasses	 	5,459,613	 	10/17/95
	 	 	 	 	 
	Refractive elements with graded properties and methods of making same	 	5,262,896	 	11/16/93
	 	 	 	 	 
	Shaped gradient fabrication in lenses by molding from axial gradient	 	5,236,486	 	08/17/93
	 	 	 	 	 
	Uni-directional gradient index of refraction glasses	 	5,200,858	 	04/06/93
	 	 	 	 	 
	Use of a laser to fusion-splice optical components of substantially different cross-sectional areas	 	6,352,376	 	3/5/02
	 	 	 	 	 
	Macro-gradient optical density transmissive light concentrators, lenses and compound lenses of large geometry	 	4,907,864	 	03/13/90
	 	 	 	 	 
	Double axial gradient lens and process for fabrication thereof	 	5,044,737	 	09/03/91
	 	 	 	 	 
	Glass plate fusion for macro-gradient refractive index materials	 	4,929,065	 	05/29/90
	 	 	 	 	 
	Fabrication of macro-gradient optical density transmissive light concentrators, lenses and compound lenses of large geometry	 	4,883,522	 	11/28/89
	 	 	 	 	 
	Method of microfabrication	 	6,126,775	 	10/03/00
	 	 	 	 	 
	Method of micro-fabrication	 	6,395,126	 	05/28/02
	 	 	 	 	 
	perature compensator for faraday rotator	 	6,252,708	 	06/26/01
	 	 	 	 	 
	TV projection lens including a graded index element	 	5,392,431	 	02/21/95


 




    	 



    	 



    

 


Exhibit
C


 


Trademarks


 


Please Check Box if No Trademarks Exist
 ̈


 


	Description	 	Serial / Registration Number	 	Application /Registration Date
	 	 	 	 	 
	LIGHTPATH TECHNOLOGIES	 	2,639,210	 	10/22/02
	 	 	 	 	 
	LIGHTPATH	 	2,106,549	 	10/21/97
	 	 	 	 	 
	GRADIUM	 	2,058,044	 	04/29/97
	 	 	 	 	 
	Circulight*	 	 	 	 
	 	 	 	 	 
	BLACK DIAMOND*	 	 	 	 
	 	 	 	 	 
	GelTech*	 	 	 	 
	 	 	 	 	 
	Oasis*	 	 	 	 


 


* Represents trademarks that are unregistered.