LIGHTPATH TECHNOLOGIES, INC. 8-K 


 


Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made as of January 16, 2018, by and among LIGHTPATH TECHNOLOGIES, INC., a Delaware
corporation (the “Company”), and JOSEPH MENAKER, an individual, and MARK LIFSHOTZ, an individual (each a “Holder”
and collectively, the “Holders”). The Company and the Holders are sometimes referred to individually as a “Party”
and collectively as the “Parties.”


 


RECITALS:


 


A.       In
connection with that certain Note Satisfaction and Securities Purchase Agreement, dated as of the date hereof (the “Purchase
Agreement”), by and among the Parties, the Company agreed, among other things, to issue and sell to the Holders shares
of the Company’s Common Stock.


 


B.       To
induce Seller to consummate the transactions contemplated by the Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor
statute (collectively, the “Securities Act”), and applicable state securities laws.


 


NOW, THEREFORE, in consideration
of the premises and the mutual promises made herein, and in consideration of the representations, warranties, covenants and agreements
herein contained, intending to be legally bound, the Parties hereby agree as follows:


 


1.        Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given
to such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


(a)       “Advice”
shall have the meaning set forth in Section 6(c).


 


(b)       “Business
Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized
or required by law to remain closed.


 


(c)       “Closing
Date” shall have the meaning set forth in the Purchase Agreement.


 


(d)       “Closing
Shares” means the “Shares” issued to the Holders as set forth in the Purchase Agreement.


 


(e)       “Commission”
means the United States Securities and Exchange Commission.


 


(f)        “Common
Stock” means the Company’s Class A Common Stock, par value $0.01 per share.


 


(g)       “Effective
Date” means the date that the applicable Registration Statement has been declared effective by the Commission.


 



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(h)       “Effectiveness
Deadline” means, with respect to the Initial Registration Statement required to be filed hereunder, the 90th calendar
day following the Closing Date (or, in the event of a “full review” by the Commission, the 180th calendar
day following the Closing Date) and with respect to any additional Registration Statements which may be required pursuant to Section
3(c), the 90th calendar day following the date on which an additional Registration Statement is required to be filed
hereunder; provided, however, that in the event the Company is notified by the Commission that one or more of the
above Registration Statements will not be reviewed or is no longer subject to further review and comments and there are no other
impediments at such time (such as a review of the SEC Reports) that would prevent the Commission from declaring the Registration
Statement effective, the Effectiveness Deadline as to such Registration Statement shall be the fifth Trading Day following the
date on which the Company is so notified if such date precedes the dates otherwise required above.


 


(i)        “Effectiveness
Period” shall have the meaning set forth in Section 2.


 


(j)        “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(k)       “Filing
Date” means, with respect to the Initial Registration Statement required hereunder, February 15, 2018 and, with respect
to any additional Registration Statements which may be required pursuant to Section 3(c), the 30th calendar day following
the date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable
Securities.


 


(l)        “Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


(m)      “Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


(n)       “Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


(o)       “Initial
Shares” means a number of Registrable Securities equal to the lesser of (a) the total number of Registrable Securities
and (b) one-third of the number of issued and outstanding shares of Common Stock that are held by non-Affiliates of the Company
on the day immediately prior to the filing date of the Initial Registration Statement.


 


(p)       “Losses”
shall have the meaning set forth in Section 5(a).


 


(q)       “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
or a government or any department or agency thereof.


 


(r)        “Plan
of Distribution” shall have the meaning set forth in Section 2.


 


(s)       “Proceeding”
means an action, claim, suit, investigation or proceeding (including without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 



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(t)        “Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 


(u)       “Registrable
Securities” means, as of any date of determination, (i) 967,208 shares of Common Stock issued as part of the Closing
Shares and (ii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar
event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable
Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement
hereunder with respect thereto) for so long as (x) a Registration Statement with respect to the sale of such Registrable Securities
is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the
Holder in accordance with such effective Registration Statement, or (y) such Registrable Securities have been previously sold
in accordance with Rule 144.


 


(v)       “Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 3(c), including (in each case) the Prospectus, amendments and supplements to any
such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in any such registration statement.


 


(w)      “Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any other similar or successor rule or regulation hereafter adopted by the Commission having substantially the same
purpose and effect as such Rule.


 


(x)        “Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any other similar or successor rule or regulation hereafter adopted by the Commission having substantially
the same purpose and effect as such Rule.


 


(y)       “Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any other similar or successor rule or regulation hereafter adopted by the Commission having substantially
the same purpose and effect as such Rule.


 


(z)        “SEC
Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff and (ii) the Securities Act.


 



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(aa)     “SEC
Reports” means all reports, schedules, forms, statements and other documents required to be filed by the Company under
the Securities Act and the Exchange Act, including pursuant to Sections 13(a) or 15(d) thereof.


 


(bb)     “Selling
Stockholders” shall have the meaning set forth in Section 2.


 


(cc)     “Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


(dd)     “Trading
Day” means a day on which the principal Trading Market is open for trading.


 


(ee)     “Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).


 


2.             Initial
Registration. On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement
covering the resale of all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the
Company shall use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable
Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09)
that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to
Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register
for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance
herewith) and shall contain (unless otherwise directed by at least a majority in interest of the Holders) substantially the “Plan
of Distribution” and “Selling Stockholders” sections attached hereto as Annex A. Subject to
the terms of this Agreement, the Company shall use commercially reasonable efforts to cause a Registration Statement filed hereunder
to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the
applicable Effectiveness Deadline, and shall use commercially reasonable efforts to keep such Registration Statement continuously
effective under the Securities Act until the earlier of (i) all Registrable Securities covered by such Registration Statement have
been sold, thereunder or pursuant to Rule 144 or (ii) the third (3rd) anniversary of the Filing Date (the “Effectiveness
Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York
City time on a Trading Day. The Company shall notify the Holders via facsimile or by e-mail of the effectiveness of a Registration
Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the
date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading
Day after the Effective Date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424.
Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable
Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used commercially
reasonable efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities),
unless otherwise directed in writing by a Holder as to its Registrable Securities, the initial number of Registrable Securities
included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated
pro rata among the Holders based on the number of Registrable Securities held by each Holder at the time such Registration Statement
covering such initial number of Registrable Securities or increase thereof is declared effective by the Commission. In the event
that a Holder sells or otherwise transfers any of such Holder’s Registrable Securities, each transferee or assignee (as the
case may be) that becomes a Holder shall be allocated a pro rata portion of the then-remaining number of Registrable Securities
included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included
in a Registration Statement and which remain allocated to any Person that ceases to hold any Registrable Securities covered by
such Registration Statement shall be allocated to the remaining Holders, pro rata based on the number of Registrable Securities
then held by such Holders which are covered by such Registration Statement. In the event of a cutback hereunder, the Company shall
give the Holders at least three (3) Trading Days prior written notice along with the calculations as to such Holder’s allotment.


 



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3.            Registration
Procedures. In connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)       Not
less than five (5) Trading Days prior to the filing of each Registration Statement and not less than two (2) Trading Days prior
to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated
or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed
to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review
of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to
such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation
within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments
or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith,
provided that, the Company is notified of such objection in writing no later than three (3) Trading Days after the Holders have
been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of
any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire
in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that
is not less than five (5) Trading Days prior to the Filing Date.


 


(b)       (i)
Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable
Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements
in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to
be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented
or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the
Commission with respect to a Registration Statement or any amendment thereto, and (iv) comply in all material respects with the
applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities
covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the
intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus
as so supplemented.


 



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(c)       If
during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common
Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case
prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the
number of such Registrable Securities.


 


(d)       Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied
by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible
(and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person)
confirm such notice in writing no later than one (1) Trading Day following the day: (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the
Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing
on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same
has become effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments
or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission
or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement
covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of 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 Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of
the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible
for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to
be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,
Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) of the occurrence
or existence of any pending corporate development with respect to the Company that the Company believes may be material and that,
in the good faith determination of the independent directors of the Board of Directors of the Company, makes it not in the best
interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided that, any and all of
such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by
a Holder is required by law; provided, further, that notwithstanding each Holder’s agreement to keep such information
confidential, each such Holder makes no acknowledgement that any such information is material, non-public information.


 



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(e)       Use
commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending
the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of
any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f)        Furnish
to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent
requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available
on the EDGAR system (or successor thereto) need not be furnished in physical form.


 


(g)       Subject
to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


 


(h)      
The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting
a filing with the Financial Industry Regulatory Authority (“FINRA”) Corporate Financing Department pursuant
to FINRA Rule 5110, as requested by any such Holder, and the Company shall pay the filing fee required by such filing within two
(2) Business Days of request therefor.


 


(i)        Register
or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration
or qualification) of such Registrable Securities for the resale by the Holder under the securities or “blue sky” laws
of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification
(or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary
to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided,
that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified,
subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service
of process in any such jurisdiction.


 


(j)        Cause
all Registrable Securities covered by each Registration Statement to be registered and approved by such other domestic governmental
agencies or authorities, if any, as may be necessary to enable the Holders thereof to consummate the disposition of such Registrable
Securities;


 


(k)       Prepare
and file in a timely manner all documents and reports required by the Exchange Act throughout the Effectiveness Period;


 



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(l)        List
or include all Registrable Securities on any securities exchange or market on which the Common Stock is then listed or included;


 


(m)      within
two (2) business days after a Registration Statement which covers Registrable Securities is declared effective by the Commission
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities, a written opinion to the effect a Registration Statement covering the Registrable Securities has been declared effective
by the Commission and such Registrable Securities may be sold without legends regarding restrictions on transfer under the Act,
in the form attached hereto as Annex C.


 


(n)       If
requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free,
to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be
in such denominations and registered in such names as any such Holder may request.


 


(o)       Upon
the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into
account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature
disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file
any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will 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, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders
in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes
to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use commercially reasonable
efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to
exercise its right under this Section 3(n) to suspend the availability of a Registration Statement and Prospectus, for a period
not to exceed 30 consecutive calendar days but no more than 45 calendar days in the aggregate in any 12-month period.


 


(p)       Comply
with all applicable rules and regulations of the Commission.


 


(q)       The
Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive
control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration
of the Registrable Securities solely because any Holder fails to furnish such information within three (3) Trading Days of the
Company’s request, any obligations owed to such Holder only shall be tolled and any default that may otherwise occur solely
because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.


 



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4.             Registration
Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made
with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then
listed for trading, (C) in compliance with applicable state securities or “blue sky” laws reasonably agreed to by the
Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with “blue
sky” qualifications or exemptions of the Registrable Securities) and (D) if not previously paid by the Company in connection
with an issuer filing, with respect to any filing that may be required to be made by any broker through which a Holder intends
to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than
a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and
expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this
Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection
with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company
be responsible for any broker or similar commissions of any Holder or any legal fees or other costs of the Holders.


 


5.             Indemnification.


 


(a)       Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder,
the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal
as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and
any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or
any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and
any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or
any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material
fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light
of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance
of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions
are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein,
or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such
Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this
purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder
of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus
is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated
in Section 6(c). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising
from or in connection with the transactions contemplated by this Agreement of which the Company is aware.


 



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(b)       Indemnification
by Holders. Each Holder shall jointly indemnify and hold harmless the Company, its directors, officers, agents and employees,
each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law,
from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to
comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material
fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission
is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration
Statement or such Prospectus or (ii) to the extent that such information relates to such Holder’s proposed method of distribution
of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration
Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment
or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use
by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing
that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder
of the Advice contemplated in Section 6(c). In no event shall the liability of any selling Holder under this Section 5(b) be greater
in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving
rise to such indemnification obligation.


 



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(c)       Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that, the failure of any Indemnified Party to give such notice shall not
relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that
it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have prejudiced the Indemnifying Party.


 


An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has
agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of
such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate
counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any
such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect
of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.


 


Subject to the terms
of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)
shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying
Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and
expenses applicable to such actions for which such Indemnified Party is judicially determined not to be entitled to indemnification
hereunder.


 


(d)       Contribution.
If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified
Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party,
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement
or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations
set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with
any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for
in this Section was available to such party in accordance with its terms.


 



    11


     


    

 


The Parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute pursuant to
this Section 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder
from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.


 


The indemnity and contribution
agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties.


 


6.             Miscellaneous.


 


(a)       Remedies.
In the event of a breach by the Parties of any of their respective obligations under this Agreement, each Party, in addition to
being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled
to specific performance of its rights under this Agreement. Each Party hereto agrees that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further
agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive
the defense that a remedy at law would be adequate.


 


(b)       Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


(c)       Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company
will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.


 



    12


     


    

 


(d)       Piggy-Back
Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all
of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection
with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written
notice of such determination and, if within fifteen (15) calendar days after the date of the delivery of such notice, any such
Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable
Securities such Holder requests to be registered; provided, however, that the Company shall not be required to register
any Registrable Securities pursuant to this Section 6(d) that are eligible for resale pursuant to Rule 144 promulgated by the Commission
pursuant to the Securities Act or that are the subject of a then effective Registration Statement.


 


(e)       Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed
by the Company and the Holders. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver
or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each
Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities
shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or
indirectly affect the rights of other Holders may be given by such Holder or Holders of all of the Registrable Securities to which
such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified,
or supplemented except in accordance with the provisions of the first sentence of this Section 6(e).


 


(f)        Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (i) the date of transmission, if such notice or communication is delivered
via facsimile or email at the facsimile number or email address set forth on the signature pages attached hereto prior to 5:30
p.m. (New York City time) on a Trading Day (with written confirmation of transmission or receipt); (ii) the next Trading Day after
the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email
address set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City
time) on any Trading Day (with written confirmation of transmission or receipt); (iii) the second (2nd) Trading Day
following the date of mailing, if sent by overnight courier service (with written confirmation of receipt); or (iv) upon actual
receipt by the Party to whom such notice is required to be given. The address, facsimile number and email address for such notices
and communications shall be as set forth on the signature pages attached hereto, except as the same may be changed by a Party hereto
by delivering notice to the Holders, in the case of a change by the Company, and to the Company, in the case of a change by any
Holder, in each case in accordance with the terms hereof, such change of address to be effective on the later of the date set forth
in such notice, or ten (10) days after such notice is deemed given hereunder.


 



    13


     


    

 


(g)       Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the Parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may
assign their respective rights hereunder to any Person to whom such Holder assigns or transfers any Registrable Securities; provided,
however, such transferee agrees in writing to be bound, with respect to the Registrable Securities, by the provisions of
this Agreement that apply to “Holders.”


 


(h)       No
Inconsistent Agreements. Neither the Company nor any of its subsidiaries has entered, as of the date hereof, nor shall the
Company or any of its subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof.


 


(i)        Execution
and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other
Party, it being understood that the Parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 


(j)        Governing
Law. This Agreement shall be governed by and construed in accordance with the domestic Laws of the State of Delaware without
giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that
would cause the application of the Laws of any jurisdiction other than the State of Delaware. Each party hereby submits to the
exclusive jurisdiction and venue of any state or federal court sitting in the State of Delaware, in any action or proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby and agrees that all claims in respect of such action
or proceeding may be heard and determined in any such court. Each party waives any defense of inconvenient forum to the maintenance
of any action or proceeding so brought.


 


(k)       Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(l)        Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 



    14


     


    

 


(m)      Headings.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit
or affect any of the provisions hereof.


 


********************


 


(Signature Pages Follow)


 



    15


     


    

 


IN WITNESS WHEREOF,
the Holders and the Company have executed this Agreement as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	LIGHTPATH TECHNOLOGIES, INC.
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    J. James Gaynor
	 	 	  J. James Gaynor
	 	 	  Chief Executive Officer



 





	 	HOLDERS:
	 	 	 
	 	 	/s/ Joseph Menaker
	 	JOSEPH MENAKER
	 	 	 
	 	 	/s/ Mark Lifshotz
	 	MARK LIFSHOTZ



 



    16


     


    

Annex
A


 


Selling
Stockholders


  


The
following table sets forth certain information provided to us by the selling stockholders with respect to the beneficial ownership
of our Class A common stock by the selling stockholders as of [_______]. The following table assumes that the selling stockholders
sell all of their shares; however, we are unable to determine the exact number of shares that will actually be sold. The percentage
of shares beneficial owned prior to the offering is based on [__________] shares outstanding at [__________], determined in accordance
with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership
includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the
individual has the right to acquire within sixty days of [______], through the exercise of any warrants or other right. 


 


	Selling
    Stockholder	Number
    of Shares of Common Stock Beneficially Owned Prior to Offering	Percentage
    of Common Stock Beneficially Owned Prior to Offering	Number
    of Shares of Common Stock Offered for Sale Hereunder	Number
    of Shares of Common Stock Beneficially Owned Assuming Sale of All Shares Offered Hereunder	Percentage
    of Common Stock Beneficially Owned Assuming Sale of All Shares Offered Hereunder


 


 






    17


     


    

 


Plan
of Distribution


 


We
are registering the shares of Class A common stock issued to the selling stockholders to permit the resale of these shares of
Class A common stock by the selling stockholders from time to time after the date of this prospectus. We will not receive any
of the proceeds from the sale by the selling stockholders of the shares of Class A common stock. We will bear all fees and expenses
incident to our obligation to register the shares of Class A common stock.


 


The
selling stockholders may sell all or a portion of the shares of Class A common stock held by them and offered hereby from time
to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Class A common stock are sold
through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions
or agent’s commissions. The shares of Class A common stock may be sold in one or more transactions at fixed prices, at prevailing
market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may
be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:


 


		●	on
                                         any national securities exchange or quotation service on which the securities may be
                                         listed or quoted at the time of sale;






		●	in
                                         the over-the-counter market;






		●	in
                                         transactions otherwise than on these exchanges or systems or in the over-the-counter
                                         market;






		●	through
                                         the writing or settlement of options, whether such options are listed on an options exchange
                                         or otherwise;






		●	ordinary
                                         brokerage transactions and transactions in which the broker-dealer solicits purchasers;






		●	block
                                         trades in which the broker-dealer will attempt to sell the shares as agent but may position
                                         and resell a portion of the block as principal to facilitate the transaction;






		●	purchases
                                         by a broker-dealer as principal and resale by the broker-dealer for its account;






		●	an
                                         exchange distribution in accordance with the rules of the applicable exchange;






		●	privately
                                         negotiated transactions;






		●	short
                                         sales made after the date the Registration Statement is declared effective by the SEC;






		●	broker-dealers
                                         may agree with a selling securityholder to sell a specified number of such shares at
                                         a stipulated price per share;






		●	a
                                         combination of any such methods of sale; and






		●	any
                                         other method permitted pursuant to applicable law.



 






    18


     


    

 


The
selling stockholders may also sell shares of Class A common stock under Rule 144 promulgated under the Securities Act of 1933,
as amended (the “Securities Act”), if available, rather than under this prospectus. If the selling stockholders effect
such transactions by selling shares of Class A common stock to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders
or commissions from purchasers of the shares of Class A common stock for whom they may act as agent or to whom they may sell as
principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess
of those customary in the types of transactions involved). In connection with sales of the shares of Class A common stock or otherwise,
the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the
shares of Class A common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares
of Class A common stock short and deliver shares of Class A common stock covered by this prospectus to close out short positions
and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of
Class A common stock to broker-dealers that in turn may sell such shares. 


 


The
selling stockholders may pledge or grant a security interest in some or all of the shares of Class A common stock owned by them
and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares
of Class A common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer
and donate the shares of Class A common stock in other circumstances in which case the transferees, donees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of this prospectus.


 


To
the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer
participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning
of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed
to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of Class
A common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of
shares of Class A common stock being offered and the terms of the offering, including the name or names of any broker-dealers
or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts,
commissions or concessions allowed or re-allowed or paid to broker-dealers. Each selling stockholder has informed us that it does
not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the shares of Class
A common stock in violation of any applicable securities laws. In no event shall any broker-dealer receive fees, commissions and
markups which, in the aggregate, would exceed eight percent (8%).


 


Under
the securities laws of some states, the shares of Class A common stock may be sold in such states only through registered or licensed
brokers or dealers. In addition, in some states the shares of Class A common stock may not be sold unless such shares have been
registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied
with.


 






    19


     


    

 


There
can be no assurance that any selling stockholder will sell any or all of the shares of Class A common stock registered pursuant
to the registration statement, of which this prospectus forms a part.


 


The
selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange
Act, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange
Act, which may limit the timing of purchases and sales of any of the shares of Class A common stock by the selling stockholders
and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged
in the distribution of the shares of Class A common stock to engage in market-making activities with respect to the shares of
Class A common stock. All of the foregoing may affect the marketability of the shares of Class A common stock and the ability
of any person or entity to engage in market-making activities with respect to the shares of Class A common stock.


 


We
will pay all expenses of the registration of the shares of Class A common stock pursuant to the registration rights agreement,
estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance
with state securities or “blue sky” laws; provided, however, a selling stockholder will pay all underwriting discounts
and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under
the Securities Act in accordance with the registration rights agreements or the selling stockholders will be entitled to contribution.
We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act that
may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in
accordance with the related registration rights agreements or we may be entitled to contribution.


 


We
agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement
for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar
effect (or we are in compliance with the current public information requirement under Rule 144) or (ii) all of the shares have
been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. 


 


Once
sold under the registration statement, of which this prospectus forms a part, the shares of Class A common stock will be freely
tradable in the hands of persons other than our affiliates.


 






    20


     


    

 


Annex
B


 


LIGHTPATH
TECHNOLOGIES, INC.


 Selling
Stockholder Notice and Questionnaire 


 


The
undersigned beneficial owner of common stock (the “Registrable Securities”) of LightPath Technologies, Inc.,
a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the
Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration
Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities
Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration
Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from
the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Registration Rights Agreement.


 


Certain
legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus. 


 


NOTICE


 


The
undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include
the Registrable Securities owned by it in the Registration Statement. 


 






    21


     


    

 


The
undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: 


 


QUESTIONNAIRE


 


1.            Name. 


(a)           Full
Legal Name of Selling Stockholder 


	 
	 


 


(b)           Full
Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held: 


	 
	 


 


(c)           Full
Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to
vote or dispose of the securities covered by this Questionnaire): 


	 
	 


 


2.
Address for Notices to Selling Stockholder: 


	 
	 
	 






	Telephone: 	 






	Fax: 	 






	Contact Person: 	 


 


3.
Broker-Dealer Status:


 


(a)           Are
you a broker-dealer? 


 


Yes
       
       
       
       No


  


(b)           If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services
to the Company?


 


Yes
       
       
       
       No


  


Note:      If
“no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in
the Registration Statement. 


 


(c)           Are you an affiliate of a broker-dealer?


 


Yes
                       
       No 


 






    22


     


    

 


(d)           If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course
of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings,
directly or indirectly, with any person to distribute the Registrable Securities?


  


Yes
                       
       No


 


Note:      If
“no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in
the Registration Statement.


 


4.
Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder. 


 


Except
as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company
other than the securities issuable pursuant to the Purchase Agreement.


 


(a)           Type
and Amount of other securities beneficially owned by the Selling Stockholder: 


	 
	 
	 


 


5.
Relationships with the Company:


 


Except
as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners
of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship
with the Company (or its predecessors or affiliates) during the past three years.


 


State
any exceptions here: 


	 
	 
	 


 


The
undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Registration Statement remains effective.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through
5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements
thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation
or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto.


 






    23


     


    

 


IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


 








	Date:	Beneficial Owner:
	 	 	 
	 	By: 	 	 	 
	 	Name: 	 
	 	Title: 	 	 



   


PLEASE
FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT
MAIL, TO: 


  


Dorothy
Cipolla 


Email:
dcipolla@lightpath.com 


Facsimile: ____________


Address:
2603 Challenger Tech Court, Suite 100 


Orlando,
Florida 32826


 






    24


     


    

 


Annex
C


 


FORM
OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT


 


Computershare 


Meidinger
Tower 


462
South Fourth Street 


Louisville,
Kentucky 40202 


Attention:
Jade Larimore


 


Re:           LightPath
Technologies, Inc.


 


Ladies
and Gentlemen:


 


We
are counsel to LightPath Technologies, Inc., a Delaware corporation (the “Company”), and have represented the
Company in connection with that certain Note Satisfaction and Securities Purchase Agreement (the “Securities Purchase
Agreement”) entered into by and among the Company and the noteholders named therein (collectively, the “Holders”)
pursuant to which the Company issued to the Holders shares of the Company’s common stock, Class A, $.01 par value per share
(the “Common Stock”), as more fully described on Schedule A attached hereto. Pursuant to the Securities
Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration
Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities
(as defined in the Registration Rights Agreement), under the Securities Act of 1933, as amended (the “1933 Act”).
In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company
filed a Registration Statement on Form S-3 (File No. 333-_____________) (the “Registration Statement”) with
the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities, which names each
of the Holders as a selling stockholder thereunder.


 


In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has
entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER
DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop
order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened
by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.


 


This
letter shall serve as our standing opinion to you that the shares of Common Stock are freely transferable by the Holders pursuant
to the Registration Statement, and new certificates representing the shares of Common Stock actually sold need not bear a restrictive
legend; provided, that the requirements of this letter are met and the Holder provides a representation letter substantially
in the form attached hereto as Exhibit A, indicating that the Holder is selling pursuant to the prospectus that is a part
of the Registration Statement. Any stop transfer instructions maintained in your records may be removed with respect to the actual
number of shares of Common Stock sold by a Holder from time to time; however, any unsold shares of Common Stock should continue
to bear the restrictive legend as contained in the certificate or certificates, as the case may be, submitted for cancellation,
and appropriate stop transfer instructions should be placed in your records regarding such unsold shares of Common Stock.


 


The
authorizations and opinions set forth in this letter may be rescinded, and thereupon shall immediately be deemed null and void,
upon delivery by Baker & Hostetler, LLP to you of a notice either (a) in writing or (b) verbally to be followed by written
confirmation.


 






    25


     


    

 


	 	Very truly yours,
	 	 
	 	[ISSUER’S COUNSEL]
	 	 
	 	By: 	 
	 	 	 



 


CC: [LIST
NAMES OF HOLDERS]






    26


     


    

 


Schedule
A


 


LIST
OF HOLDERS


  


	[NAME OF
    HOLDER]	[NUMBER
    OF SHARES]
	 	 
	[NAME OF HOLDER]	[NUMBER
    OF SHARES]


 






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Exhibit
A 


 


FORM
OF REPRESENTATION LETTER


 


[DATE]


  


Seller:
[INSERT SELLER’S NAME] (“Seller”) 


Total
Number of Shares to Be Sold: [INSERT NUMBER] (the “Shares”) 


Trade
Date(s): TBD 


Security:
Shares of Class A common stock, par value $.01, of LightPath Technologies, Inc. 


 


To
Whom It May Concern: 


 


This
letter is in regards to the proposed sale of the Shares of LightPath Technologies, Inc. In connection with the proposed future
sale, we make the following representations:


 


		1.	[INSERT
                                         BROKER’S NAME] (“Broker”), in acting as agent for Seller, will
                                         do no more than execute the order or orders to sell the Shares and will not receive more
                                         than the usual and customary broker’s commission.



 


		2.	Seller
                                         agrees that he will sell the Shares in transactions pursuant to the Prospectus dated
                                         [INSERT DATE], which formed part of the Registration Statement declared effective by
                                         the Securities Exchange Commission on [INSERT DATE].



 


		3.	Seller
                                         and Broker will comply with all prospectus delivery requirements for each sale.



 





	 	 	 
	Signature of Broker	 	Signature of Seller
	 	 	 
	 	 	 
	Date and Title	 	Date and Title



 





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