Security Agreement



 EXHIBIT 4.3 
 SECURITY AGREEMENT 
 This SECURITY AGREEMENT, dated as of August 1, 2008 (this
“Agreement”), is among LightPath Technologies, Inc., a Delaware corporation (the “Company”), Geltech, Inc., a Delaware corporation (“Geltech” and, together with the Company, the
“Debtors”) and the holders of the Company’s 8% Senior Secured Convertible Debentures due 3 years following their issuance, in the original aggregate principal amount of $2,929,000 (collectively, the
“Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”). 
 W I T N E S S E T H: 
 WHEREAS, pursuant to the Purchase Agreement (as defined in the Debentures), the Secured Parties have
severally agreed to extend the loans to the Company evidenced by the Debentures; 
 WHEREAS, pursuant to a certain Subsidiary Guarantee,
dated as of the date hereof (the “Guarantee”), Geltech, together with other Guarantors, have jointly and severally agreed to guarantee and act as surety for payment of such Debentures; and 
 WHEREAS, in order to induce the Secured Parties to extend the loans evidenced by the Debentures, each Debtor has agreed to execute and deliver to the
Secured Parties this Agreement and to grant the Secured Parties, pari passu with each other Secured Party and through the Agent (as defined in Section 18 hereof), a security interest in certain property of such Debtor to secure
the prompt payment, performance and discharge in full of all of the Company’s obligations under the Debentures and the Guarantors’ obligations under the Guarantee. 
 NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows: 
 1. Certain Definitions. As used in this Agreement, the following
terms shall have the meanings set forth in this Section 1. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the UCC (such as “account”, “chattel paper”, “commercial tort
claim”, “deposit account”, “document”, “equipment”, “fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”,
“letter-of-credit rights”, “proceeds” and “supporting obligations”) shall have the respective meanings given such terms in Article 9 of the UCC. 
 (a) “Collateral” means the collateral in which the Secured Parties are granted a security interest by this Agreement and
which shall include the following personal property of the Debtors, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and
replacements thereof, and all proceeds, products and accounts thereof, 

  

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including, without limitation, all proceeds from the sale or transfer of the Collateral and of insurance covering the same and of any tort claims in
connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all of the
Pledged Securities (as defined below): 
 (i) All goods, including, without limitation, (A) all machinery, equipment,
computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever situated, together with all documents of
title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any Debtor’s
businesses and all improvements thereto; and (B) all inventory; 
 (ii) All contract rights and other general
intangibles, including, without limitation, all partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses, distribution and other
agreements, computer software (whether “off-the-shelf”, licensed from any third party or developed by any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights,
goodwill, trademarks, service marks, trade styles, trade names, patents, patent applications, copyrights, and income tax refunds; 
 (iii) All accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising, goods, equipment, motor vehicles and trucks which any of the same may represent, and all right,
title, security and guaranties with respect to each account, including any right of stoppage in transit; 
 (iv) All
documents, letter-of-credit rights, instruments and chattel paper; 
 (v) All commercial tort claims; 
 (vi) All deposit accounts and all cash (whether or not deposited in such deposit accounts); 
 (vii) All investment property; 
 (viii) All supporting obligations; and 
 (ix) All files, records, books of account, business
papers, and computer programs; and 
  

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 (x) the products and proceeds of all of the foregoing Collateral set forth in clauses
(i)-(ix) above. 
 Without limiting the generality of the foregoing, the “Collateral” shall include all
investment property and general intangibles respecting ownership and/or other equity interests in each Guarantor, including, without limitation, the shares of capital stock and the other equity interests listed on Schedule H hereto (as the
same may be modified from time to time pursuant to the terms hereof), and any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary of any Debtor obtained in the future, and, in each case, all
certificates representing such shares and/or equity interests and, in each case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged
for, any of the foregoing and all rights arising under or in connection with the Pledged Securities, including, but not limited to, all dividends, interest and cash. 
 Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an
assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or
other similar applicable law); provided, however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall
create a valid security interest in the proceeds of such asset. 
 Notwithstanding anything to the contrary contained herein,
upon closing of the sale of certain patents, equipment and inventory associated with the Company’s Gradium product line (the “Gradium Assets”) to a non-affiliated third-party, the Secured Parties agree to release their Lien on
the Gradium Assets from their security interest herein to the extent such assets are acquired by such third-party in such sale. 
 Notwithstanding anything herein to the contrary, Collateral shall not include (x) the equipment of the Company that is subject to a lien in favor of Regenmacher Holdings, Ltd. (“Regenmacher”) and
disclosed on Schedule C hereto until such time that the existing secured loan of Regenmacher to the Company has been paid in full, and (y) the accounts receivable of the Company that are subject to a lien in favor of LSQ Funding Group L.C.
(“LSQ”) and described on Schedule C hereto until such time that the accounts receivable factoring facility has expired or has been earlier terminated. 
 (b) “Intellectual Property” means the collective reference to all rights, priorities and privileges relating to
intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, (i) all copyrights arising under the laws of the United States, any other country or any political
subdivision thereof, whether registered or unregistered and whether published or 

  

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unpublished, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations,
recordings and applications in the United States Copyright Office, (ii) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications for letters
patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, (iii) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress,
service marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common law rights related
thereto, (iv) all trade secrets arising under the laws of the United States, any other country or any political subdivision thereof, (v) all rights to obtain any reissues, renewals or extensions of the foregoing, (vi) all licenses for
any of the foregoing, and (vii) all causes of action for infringement of the foregoing. 
 (c) “Majority in
Interest” means, at any time of determination, the majority in interest (based on then-outstanding principal amounts of Debentures at the time of such determination) of the Secured Parties. 
 (d) “Necessary Endorsement” means undated stock powers endorsed in blank or other proper instruments of assignment duly
executed and such other instruments or documents as the Agent (as that term is defined below) may reasonably request. 
 (e)
“Obligations” means all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing to, of any Debtor
to the Secured Parties, under this Agreement, the Debentures, the Guarantee and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing,
voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and
all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from any of the Secured Parties as a preference, fraudulent transfer or otherwise as
such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall include, without limitation: (i) principal of, and
interest on the Debentures and the loans extended pursuant thereto; (ii) any and all other fees, indemnities, costs, obligations and liabilities of the Debtors from time to time under or in connection with this Agreement, the Debentures, the
Guarantee and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; and (iii) all amounts (including but not limited to post-petition interest) in respect of the foregoing that would
be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Debtor. 
  

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 (f) “Organizational Documents” means with respect to any Debtor, the
documents by which such Debtor was organized (such as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation, any certificates of designation for preferred stock or other
forms of preferred equity) and which relate to the internal governance of such Debtor (such as bylaws, a partnership agreement or an operating, limited liability or members agreement). 
 (g) “Pledged Interests” shall have the meaning ascribed to such term in Section 4(j). 
 (h) “Pledged Securities” shall have the meaning ascribed to such term in Section 4(i). 
 (i) “PRC Pledged Securities” shall mean the Pledged Securities of LightPath Optical Instrumentation (Shanghai) Co., Ltd.
and LightPath CDGM (Chengdu) Optical Co., Ltd. 
 (j) “UCC” means the Uniform Commercial Code of the State of
New York and or any other applicable law of any state or states which has jurisdiction with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent of the parties that defined terms in the UCC should
be construed in their broadest sense so that the term “Collateral” will be construed in its broadest sense. Accordingly if there are, from time to time, changes to defined terms in the UCC that broaden the definitions, they are
incorporated herein and if existing definitions in the UCC are broader than the amended definitions, the existing ones shall be controlling. 
 2. Grant of Security Interest in Collateral. As an inducement for the Secured Parties to extend the loans as evidenced by the Debentures and to secure the complete and timely payment, performance and discharge in full, as the case
may be, of all of the Obligations, each Debtor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Parties a security interest in and to, a lien upon and a right of set-off against all of their respective right,
title and interest of whatsoever kind and nature in and to, the Collateral (a “Security Interest” and, collectively, the “Security Interests”). 
 3. Delivery of Certain Collateral. Contemporaneously or prior to the execution of this Agreement, each Debtor shall deliver or cause to be
delivered to the Agent (a) any and all certificates and other instruments representing or evidencing the Pledged Securities, and (b) any and all certificates and other instruments or documents representing any of the other Collateral, in
each case, together with all Necessary Endorsements. The Debtors are, contemporaneously with the execution hereof, delivering to Agent, or have previously delivered to Agent, a true and correct copy of each Organizational Document governing any of
the Pledged Securities. 
  

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 4. Representations, Warranties, Covenants and Agreements of the Debtors. Except as set forth under
the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants
to, and covenants and agrees with, the Secured Parties as follows: 
 (a) Each Debtor has the requisite corporate,
partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance by each Debtor of this Agreement and the filings
contemplated therein have been duly authorized by all necessary action on the part of such Debtor and no further action is required by such Debtor. This Agreement has been duly executed by each Debtor. Subject to the satisfaction of and obtaining
the Required Approvals and compliance with Applicable PRC Laws (as such terms are defined in the Purchase Agreement) as to the PRC Pledged Securities, this Agreement constitutes the legal, valid and binding obligation of each Debtor, enforceable
against each Debtor in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law. 
 (b) The Debtors have no place of business or offices where their respective books of account and records
are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except as specifically set forth on Schedule A, each
Debtor is the record owner of the real property where such Collateral is located, and there exist no mortgages or other liens on any such real property except for Permitted Liens (as defined in the Debentures). Except as disclosed on Schedule
A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor. 
 (c) Except
for Permitted Liens (as defined in the Debentures) and except as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral (except for non-exclusive licenses granted by any Debtor in the ordinary course of
business), free and clear of any liens, security interests, encumbrances, rights or claims, and, subject to the satisfaction of and obtaining the Required Approvals and compliance with Applicable PRC Laws as to the PRC Pledged Securities, are fully
authorized to grant the Security Interests. Except as set forth on Schedule C attached hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement,
license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Parties pursuant to this Agreement) covering or affecting any of the Collateral. Except as set forth on Schedule C attached
hereto and except pursuant to this Agreement, as long as this Agreement shall be in effect, the Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any other financing statement or other document or
instrument (except to the extent filed or recorded in favor of the Secured Parties pursuant to the terms of this Agreement). 
  

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 (d) No written claim has been received that any Collateral or any Debtor's use of any
Collateral violates the rights of any third party. There has been no adverse decision to any Debtor's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to any Debtor's right to keep and maintain such
Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental
authority. 
 (e) Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its
principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Parties at least 30 days
prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have
been filed and recorded and other steps have been taken to perfect the Security Interests to create in favor of the Secured Parties a valid, perfected and continuing perfected priority lien in the Collateral subject only to the liens set forth on
Schedule C attached hereto. 
 (f) This Agreement creates in favor of the Secured Parties a valid security interest in
the Collateral, subject only to Permitted Liens (as defined in the Debentures) and, as to the PRC Pledged Securities, the satisfaction of and obtaining the Required Approvals and compliance with Applicable PRC Laws, securing the payment and
performance of the Obligations. Upon making the filings described in the immediately following paragraph, all security interests created hereunder in any Collateral which may be perfected by filing Uniform Commercial Code financing statements shall
have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements referred to in the immediately following paragraph, the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p)
hereof) with respect to copyrights and copyright applications in the United States Copyright Office referred to in paragraph (m), the execution and delivery of deposit account control agreements satisfying the requirements of
Section 9-104(a)(2) of the UCC with respect to each deposit account of the Debtors, the delivery of the certificates and other instruments provided in Section 3, and, as to the PRC Pledged Securities, the satisfaction of and obtaining the
Required Approvals, no action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing of said financing statements, the recordation of said
Intellectual Property Security Agreement, the execution and delivery of said deposit account control agreements, and the said filings, registration and approvals required under Applicable PRC Laws, no consent of any third parties and no
authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (i) the execution, delivery and performance of this Agreement, (ii) the creation or perfection of
the Security Interests created hereunder in the Collateral or (iii) the enforcement of the rights of the Agent and the Secured Parties hereunder. 
  

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 (g) Each Debtor hereby authorizes the Agent to file one or more financing statements
under the UCC, with respect to the Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it. No later than November 7, 2008, each Debtor hereby authorizes the Agent to file one or more financing
statements under the UCC with respect to the Collateral pursuant to the Factoring Agreement. 
 (h) Subject to the
satisfaction of and obtaining the Required Approvals and compliance with Applicable PRC Laws as to the PRC Pledged Securities, the execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions
of any Organizational Documents of any Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation applicable to any Debtor or (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement,
credit facility, debt or other instrument (evidencing any Debtor's debt or otherwise) or other understanding to which any Debtor is a party or by which any property or asset of any Debtor is bound or affected. Other than the satisfaction of and
obtaining the Required Approvals and compliance with Applicable PRC Laws as to the PRC Pledged Securities, all required consents (including, without limitation, from stockholders or creditors of any Debtor) necessary for any Debtor to enter into and
perform its obligations hereunder have been obtained. 
 (i) The capital stock and other equity interests listed on
Schedule H hereto (the “Pledged Securities”) represent all of the capital stock and other equity interests of the Guarantors, and represent all capital stock and other equity interests owned, directly or indirectly, by the
Company. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the
security interests created by this Agreement and other Permitted Liens (as defined in the Debentures). 
 (j) The ownership
and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC
and are not held in a securities account or by any financial intermediary. 
 (k) Except for Permitted Liens (as defined in
the Debentures) and subject to the satisfaction of and obtaining the Required Approvals and compliance with Applicable PRC Laws as to the PRC Pledged Securities, each Debtor shall at all times maintain the liens and Security Interests provided for
hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Parties until this 

  

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Agreement and the Security Interest hereunder shall be terminated pursuant to Section 14 hereof. Each Debtor hereby agrees to defend the same against
the claims of any and all persons and entities. Each Debtor shall safeguard and protect all Collateral for the account of the Secured Parties. At the request of the Agent, each Debtor will sign and deliver to the Agent on behalf of the Secured
Parties at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Agent
to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security
Interests hereunder, and each Debtor shall obtain and furnish to the Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder.

 (l) No Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral
(except for non-exclusive licenses granted by a Debtor in its ordinary course of business and sales of inventory by a Debtor in its ordinary course of business) without the prior written consent of a Majority in Interest. 
 (m) Each Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order and
shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. 
 (n) Each Debtor shall maintain with insurers of recognized financial responsibility insurance against such losses and risks and in such amounts as are reasonably believed by the Debtors to be prudent and customary in the businesses in which
the Debtors are engaged with respect to the Collateral, including Collateral hereafter acquired, but in any event sufficient to cover the full replacement cost thereof. Each Debtor shall cause each insurance policy issued in connection herewith to
provide, and the insurer issuing such policy to certify to the Agent, that (a) the Agent will be named as lender loss payee and additional insured under each such insurance policy; (b) if such insurance be proposed to be cancelled or
materially changed for any reason whatsoever, such insurer will promptly notify the Agent and such cancellation or change shall not be effective as to the Agent for at least thirty (30) days after receipt by the Agent of such notice, unless the
effect of such change is to extend or increase coverage under the policy; and (c) the Agent will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice from the
insurer of such default. If no Event of Default (as defined in the Debentures) exists and if the proceeds arising out of any claim or series of related claims do not exceed $100,000, loss payments in each instance will be applied by the applicable
Debtor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the
applicable Debtor; provided, however, that payments received by any Debtor after an Event of Default occurs and is continuing or in excess of $100,000 for any occurrence or series of related occurrences shall be paid to the 

  

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Agent on behalf of the Secured Parties and, if received by such Debtor, shall be held in trust for the Secured Parties and immediately paid over to the Agent
unless otherwise directed in writing by the Agent. Copies of such policies or the related certificates, in each case, naming the Agent as lender loss payee and additional insured shall be delivered to the Agent at least annually and at the time any
new policy of insurance is issued. 
 (o) Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise
the Secured Parties promptly, in sufficient detail, of any material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Parties’
security interest, through the Agent, therein. 
 (p) Each Debtor shall promptly execute and deliver to the Agent such further
deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Agent may from time to time request and may in its sole discretion deem
necessary to perfect, protect or enforce the Secured Parties’ security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect to each Debtor’s
Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Parties have been granted a security interest hereunder, substantially in a form reasonably acceptable to the Agent, which Intellectual Property
Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. 
 (q) Each
Debtor shall permit the Agent and its representatives and agents to inspect the Collateral during normal business hours and upon reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by
the Agent from time to time. 
 (r) Each Debtor shall take use commercially reasonable efforts to pursue and seek to preserve,
enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. 
 (s) Each
Debtor shall promptly notify the Secured Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by such Debtor that may
materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Parties hereunder. 
 (t) All information heretofore, herein or hereafter supplied to the Secured Parties by or on behalf of any Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. 
  

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 (u) The Debtors shall at all times preserve and keep in full force and effect their
respective valid existence and good standing and any rights and franchises material to its business. 
 (v) No Debtor will
change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written
notice to the Secured Parties of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and
evidenced by this Agreement. 
 (w) Except in the ordinary course of business, no Debtor may consign any of its inventory or
sell any of its inventory on bill and hold, sale or return, sale on approval, or other conditional terms of sale without the consent of the Agent which shall not be unreasonably withheld. 
 (x) No Debtor may relocate its chief executive office to a new location without providing 30 days prior written notification thereof to
the Secured Parties and so long as, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this
Agreement. 
 (y) Each Debtor was organized and remains organized solely under the laws of the state set forth next to such
Debtor’s name in Schedule D attached hereto, which Schedule D sets forth each Debtor’s organizational identification number or, if any Debtor does not have one, states that one does not exist. 
 (z) (i) The actual name of each Debtor is the name set forth in Schedule D attached hereto; (ii) no Debtor has any trade
names except as set forth on Schedule E attached hereto; (iii) no Debtor has used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has
merged into any Debtor or been acquired by any Debtor within the past five years except as set forth on Schedule E. 
 (aa) At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit possession by the secured party to perfect the security interest created hereby, the
applicable Debtor shall deliver such Collateral to the Agent. 
 (bb) Each Debtor, in its capacity as issuer, hereby agrees to
comply with any and all orders and instructions of Agent regarding the Pledged Interests consistent with the terms of this Agreement without the further consent of any Debtor as contemplated by Section 8-106 (or any successor section) of the
UCC. Further, each Debtor agrees that it shall not enter into a similar agreement (or one that would confer “control” within the meaning of Article 8 of the UCC) with any other person or entity. 
  

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 (cc) Each Debtor shall cause all tangible chattel paper constituting Collateral to be
delivered to the Agent, or, if such delivery is not possible, then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created by this Agreement. To the extent that any Collateral consists of
electronic chattel paper, the applicable Debtor shall cause the underlying chattel paper to be “marked” within the meaning of Section 9-105 of the UCC (or successor section thereto). 
 (dd) If there is any investment property or deposit account included as Collateral that can be perfected by “control” through an
account control agreement, the applicable Debtor shall cause such an account control agreement, in form and substance in each case satisfactory to the Agent, to be entered into and delivered to the Agent for the benefit of the Secured Parties.

 (ee) To the extent that any Collateral consists of letter-of-credit rights, the applicable Debtor shall cause the issuer of
each underlying letter of credit to consent to an assignment of the proceeds thereof to the Secured Parties. 
 (ff) To the
extent that any Collateral is in the possession of any third party, the applicable Debtor shall join with the Agent in notifying such third party of the Secured Parties’ security interest in such Collateral and shall use its best efforts to
obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to the Agent. 
 (gg) If any Debtor shall at any time hold or acquire a commercial tort claim, such Debtor shall promptly notify the Secured Parties in a writing signed by such Debtor of the particulars thereof and grant to the
Secured Parties in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Agent. 
 (hh) Each Debtor shall immediately provide written notice to the Secured Parties of any and all accounts which arise out of contracts with
any governmental authority and, to the extent necessary to perfect or continue the perfected status of the Security Interests in such accounts and proceeds thereof, shall execute and deliver to the Agent an assignment of claims for such accounts and
cooperate with the Agent in taking any other steps required, in its judgment, under the Federal Assignment of Claims Act or any similar federal, state or local statute or rule to perfect or continue the perfected status of the Security Interests in
such accounts and proceeds thereof. 
 (ii) Each Debtor shall cause each subsidiary of such Debtor (other than LightPath
Optical Instrumentation (Shanghai) Co., Ltd. or LightPath CDGM (Chengdu) Optical Co., Ltd.) to immediately become a party hereto (an “Additional Debtor”), by executing and delivering an Additional Debtor Joinder in substantially the form
of Annex A attached hereto and comply with the provisions hereof applicable to the Debtors. Concurrent therewith, the Additional Debtor shall deliver replacement schedules for, or supplements to all other Schedules to (or referred to in) this
Agreement, as applicable, which replacement schedules shall supersede, or supplements shall modify, the Schedules 

  

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then in effect. The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency
certificates, organizational documents, financing statements and other information and documentation as the Agent may reasonably request. Upon delivery of the foregoing to the Agent, the Additional Debtor shall be and become a party to this
Agreement with the same rights and obligations as the Debtors, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set
forth herein as of the date of execution and delivery of such Additional Debtor Joinder, and all references herein to the “Debtors” shall be deemed to include each Additional Debtor. 
 (jj) So long as no Event of Default shall have occurred and be continuing, each Debtor may exercise any and all voting, if any, and other
rights pertaining to the Pledged Securities or any part thereof; provided, that each Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and in the Debentures. 
 (kk) Each Debtor shall register the pledge of the applicable Pledged Securities on the books of such Debtor. Each Debtor shall notify each
issuer of Pledged Securities to register the pledge of the applicable Pledged Securities in the name of the Secured Parties on the books of such issuer. Further, except with respect to certificated securities delivered to the Agent, the applicable
Debtor shall deliver to Agent an acknowledgement of pledge (which, where appropriate, shall comply with the requirements of the relevant UCC with respect to perfection by registration) signed by the issuer of the applicable Pledged Securities, which
acknowledgement shall confirm that: (a) it has registered the pledge on its books and records; and (b) at any time directed by Agent during the continuation of an Event of Default, such issuer will transfer the record ownership of such
Pledged Securities into the name of any designee of Agent, will take such steps as may be necessary to effect the transfer, and will comply with all other instructions of Agent regarding such Pledged Securities without the further consent of the
applicable Debtor. 
 (ll) In the event that, upon an occurrence of an Event of Default, Agent shall sell all or any of the
Pledged Securities to another party or parties (herein called the “Transferee”) or shall purchase or retain all or any of the Pledged Securities, each Debtor shall, to the extent applicable: (i) deliver to Agent or the
Transferee, as the case may be, the articles of incorporation, bylaws, minute books, stock certificate books, corporate seals, deeds, leases, indentures, agreements, evidences of indebtedness, books of account, financial records and all other
Organizational Documents and records of the Debtors and their direct and indirect subsidiaries; (ii) use commercially reasonable efforts to obtain resignations of the persons then serving as officers and directors of the Debtors and their
direct and indirect subsidiaries, if so requested; and (iii) use commercially reasonable efforts to obtain any approvals that are required by any governmental or regulatory body in order to permit the sale of the Pledged Securities to the
Transferee or the purchase or retention of the Pledged Securities by Agent and allow the Transferee or Agent to continue the business of the Debtors and their direct and indirect subsidiaries, including the Required Approvals, as applicable.

  

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 (mm) Without limiting the generality of the other obligations of the Debtors hereunder,
each Debtor shall promptly (i) cause to be registered at the United States Copyright Office all of its material copyrights, (ii) cause the security interest contemplated hereby with respect to all Intellectual Property registered at the
United States Copyright Office or United States Patent and Trademark Office to be duly recorded at the applicable office, (iii) give the Agent notice whenever it acquires (whether absolutely or by license) or creates any additional material
Intellectual Property, and (iv) use commercially reasonable efforts to make any filings or registrations or obtain any approvals that are required by Applicable PRC Law in connection with the grant and creation of the Security Interests in the
PRC Pledged Securities as soon as reasonably practicable following the Closing Date. 
 (nn) Each Debtor will from time to
time, at the joint and several expense of the Debtors, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Agent may reasonably request, in order to
perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Parties to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the
purposes of this Agreement. 
 (oo) Schedule F attached hereto lists all of the patents, patent applications,
trademarks, trademark applications, registered copyrights, and domain names owned by any of the Debtors as of the date hereof. Schedule F lists all material licenses in favor of any Debtor for the use of any patents, trademarks, copyrights
and domain names as of the date hereof. All material patents and trademarks of the Debtors have been duly recorded at the United States Patent and Trademark Office and all material copyrights of the Debtors have been duly recorded at the United
States Copyright Office. 
 (pp) Except as set forth on Schedule G attached hereto, none of the account debtors or
other persons or entities obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or any similar federal, state or local statute or rule in respect of such Collateral. 
 (qq) So long as no Event of Default shall have occurred and be continuing, each Debtor may receive and retain any and all dividends and
other distributions paid with respect to the Pledged Securities. 
 (rr) Notwithstanding anything in this Agreement to the
contrary, all representations and warranties with respect to any matter related to LightPath Optical Instrumentation (Shanghai) Co., Ltd. or LightPath CDGM (Chengdu) Optical Co., Ltd., including, without limitation, any representation or warranty
regarding the grant, creation, attachment, perfection or enforceability of a security interest in any of the PRC Pledged Securities are subject to the satisfaction of and obtaining the Required Approvals and compliance with Applicable PRC Laws as to
the PRC Pledged Securities. 
  

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 5. Effect of Pledge on Certain Rights. If any of the Collateral subject to this Agreement
consists of nonvoting equity or ownership interests (regardless of class, designation, preference or rights) that may be converted into voting equity or ownership interests upon the occurrence of certain events (including, without limitation, upon
the transfer of all or any of the other stock or assets of the issuer), it is agreed that the pledge of such equity or ownership interests pursuant to this Agreement or the enforcement of any of Agent’s rights hereunder shall not be deemed to
be the type of event which would trigger such conversion rights notwithstanding any provisions in the Organizational Documents or agreements to which any Debtor is subject or to which any Debtor is party. 
 6. Defaults. The following events shall be “Events of Default”: 
 (a) The occurrence of an Event of Default (as defined in the Debentures) under the Debentures; 
 (b) Any representation or warranty of any Debtor in this Agreement shall prove to have been incorrect in any material respect when made;

 (c) The failure by any Debtor to observe or perform any of its obligations hereunder for five (5) days after delivery
to such Debtor of notice of such failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within such time frame and such Debtor is using best efforts to cure same in a timely fashion; or 
 (d) If any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability
thereof shall be contested by any Debtor, or a proceeding shall be commenced by any Debtor, or by any governmental authority having jurisdiction over any Debtor, seeking to establish the invalidity or unenforceability thereof, or any Debtor shall
deny that any Debtor has any liability or obligation purported to be created under this Agreement. 
 7. Duty To Hold In Trust.

 (a) Upon the occurrence of any Event of Default and at any time thereafter, each Debtor shall, upon receipt of any revenue,
income, dividend, interest or other sums subject to the Security Interests, whether payable pursuant to the Debentures or otherwise, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum,
hold the same in trust for the Secured Parties and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Parties, pro-rata in proportion to their respective then-currently outstanding principal amount of
Debentures for application to the satisfaction of the Obligations (and if any Debenture is not outstanding, pro-rata in proportion to the initial purchases of the remaining Debentures). 
 (b) If any Debtor shall become entitled to receive or shall receive any securities or other property (including, without limitation,
shares of Pledged Securities or 

  

 15 








 
instruments representing Pledged Securities acquired after the date hereof, or any options, warrants, rights or other similar property or certificates
representing a dividend, or any distribution in connection with any recapitalization, reclassification or increase or reduction of capital, or issued in connection with any reorganization of such Debtor or any of its direct or indirect subsidiaries)
in respect of the Pledged Securities (whether as an addition to, in substitution of, or in exchange for, such Pledged Securities or otherwise), such Debtor agrees to (i) accept the same as the agent of the Secured Parties; (ii) hold the
same in trust on behalf of and for the benefit of the Secured Parties; and (iii) to deliver any and all certificates or instruments evidencing the same to Agent on or before the close of business on the fifth business day following the receipt
thereof by such Debtor, in the exact form received together with the Necessary Endorsements, to be held by Agent subject to the terms of this Agreement as Collateral. 
 8. Rights and Remedies Upon Default. 
 (a) Upon the occurrence of any Event of Default
and at any time thereafter, the Secured Parties, acting through the Agent, shall have the right to exercise all of the remedies conferred hereunder and under the Debentures, and the Secured Parties shall have all the rights and remedies of a secured
party under the UCC. Without limitation, the Agent, for the benefit of the Secured Parties, shall have the following rights and powers: 
 (i) The Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be
placed and remove the same, and each Debtor shall assemble the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at such Debtor's premises or elsewhere, and make available to the Agent, without
rent, all of such Debtor’s respective premises and facilities for the purpose of the Agent taking possession of, removing or putting the Collateral in saleable or disposable form. 
 (ii) Upon notice to the Debtors by Agent, all rights of each Debtor to exercise the voting and other consensual rights which it would
otherwise be entitled to exercise and all rights of each Debtor to receive the dividends and interest which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, Agent shall have the right to receive, for the benefit
of the Secured Parties, any interest, cash dividends or other payments on the Collateral and, at the option of Agent, to exercise in such Agent’s discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing,
Agent shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as it were the sole and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole discretion, any or all
of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral or any Debtor or any of its direct or indirect subsidiaries. 
  

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 (iii) The Agent shall have the right to operate the business of each Debtor using the
Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on
credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Agent may deem commercially reasonable, all without (except as shall be required by applicable
statute and cannot be waived) advertisement or demand upon or notice to any Debtor or right of redemption of a Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Agent, for the
benefit of the Secured Parties, may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of any Debtor,
which are hereby waived and released. 
 (iv) The Agent shall have the right (but not the obligation) to notify any account
debtors and any obligors under instruments or accounts to make payments directly to the Agent, on behalf of the Secured Parties, and to enforce the Debtors’ rights against such account debtors and obligors. 
 (v) The Agent, for the benefit of the Secured Parties, may (but is not obligated to) direct any financial intermediary or any other person
or entity holding any investment property to transfer the same to the Agent, on behalf of the Secured Parties, or its designee. 
 (vi) The Agent may (but is not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor at the United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Parties or any
designee or any purchaser of any Collateral. 
 (b) The Agent shall comply with any applicable law in connection with a
disposition of Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Agent may sell the Collateral without giving any warranties and may specifically disclaim such
warranties. If the Agent sells any of the Collateral on credit, the Debtors will only be credited with payments actually made by the purchaser. In addition, each Debtor waives any and all rights that it may have to a judicial hearing in advance of
the enforcement of any of the Agent’s rights and remedies hereunder, including, without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect
thereto. 
 (c) For the purpose of enabling the Agent to further exercise rights and remedies under this Section 8 or
elsewhere provided by agreement or applicable law, each Debtor hereby grants to the Agent, for the benefit of the Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to
such Debtor) to use, license or sublicense following an Event of Default, any Intellectual Property now owned or hereafter acquired by such Debtor, and 

  

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wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all
computer software and programs used for the compilation or printout thereof. 
 9. Applications of Proceeds. The proceeds of any such
sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and
preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by the Agent in enforcing the
Secured Parties’ rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations pro rata among the Secured Parties (based on then-outstanding principal amounts of
Debentures at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other
disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled, the Debtors will be liable for the deficiency, together with interest thereon, at the rate of 14% per
annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Parties to collect such deficiency. To the extent permitted by applicable law, each Debtor
waives all claims, damages and demands against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined by
a final judgment (not subject to further appeal) of a court of competent jurisdiction. 
 10. Securities Law Provision. Each Debtor
recognizes that Agent may be limited in its ability to effect a sale to the public of all or part of the Pledged Securities by reason of certain prohibitions in the Securities Act of 1933, as amended, or other federal or state securities laws
(collectively, the “Securities Laws”), and may be compelled to resort to one or more sales to a restricted group of purchasers who may be required to agree to acquire the Pledged Securities for their own account, for investment and
not with a view to the distribution or resale thereof. Each Debtor agrees that sales so made may be at prices and on terms less favorable than if the Pledged Securities were sold to the public, and that Agent has no obligation to delay the sale of
any Pledged Securities for the period of time necessary to register the Pledged Securities for sale to the public under the Securities Laws. Each Debtor shall cooperate with Agent in its attempt to satisfy any requirements under the Securities Laws
(including, without limitation, registration thereunder if requested by Agent) applicable to the sale of the Pledged Securities by Agent. 
 11. Costs and Expenses. Each Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with any filing required hereunder, including without limitation, any financing statements pursuant to the
UCC, continuation statements, partial releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Agent. The Debtors shall also pay all other claims and charges which in the reasonable opinion of
the Agent is reasonably likely to prejudice, imperil or otherwise affect the Collateral or the Security Interests therein. The Debtors will also, upon demand, pay to the Agent the amount of any and all reasonable expenses, including the reasonable
fees and expenses of its counsel and of any experts and agents, which the Agent, for the benefit of the 

  

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Secured Parties, may incur in connection with the creation, perfection, protection, satisfaction, foreclosure, collection or enforcement of the Security
Interest and the preparation, administration, continuance, amendment or enforcement of this Agreement and pay to the Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts
and agents, which the Agent, for the benefit of the Secured Parties, and the Secured Parties may incur in connection with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Parties under the Debentures. Until so paid, any fees payable hereunder shall be added to the principal amount of the Debentures
and shall bear interest at the Default Rate. 
 12. Responsibility for Collateral. The Debtors assume all liabilities and
responsibility in connection with all Collateral, and the Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability for any reason. Without limiting the
generality of the foregoing, (a) neither the Agent nor any Secured Party (i) has any duty (either before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating to the
Collateral, or (ii) has any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor shall remain obligated and liable under each contract or agreement included in the Collateral to be observed or performed
by such Debtor thereunder. Neither the Agent nor any Secured Party shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Agent or any Secured Party of any
payment relating to any of the Collateral, nor shall the Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or
sufficiency of any payment received by the Agent or any Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to
enforce any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent or any Secured Party may be entitled at any time or times. 
 13. Security Interests Absolute. All rights of the Secured Parties and all obligations of the Debtors hereunder, shall be absolute and
unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time,
manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Debentures or any other agreement entered into in connection with the
foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any other security, for all or any of the
Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might
otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured
Parties shall continue even if the Obligations are barred for any 

  

 19 








 
reason, including, without limitation, the running of the statute of limitations or bankruptcy. Each Debtor expressly waives presentment, protest, notice of
protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received by the Secured Parties hereunder shall be deemed by final order of a court of competent
jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Parties, then, in any such event, each
Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation
enforceable in accordance with the terms and provisions hereof. Each Debtor waives all right to require the Secured Parties to proceed against any other person or entity or to apply any Collateral which the Secured Parties may hold at any time, or
to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby. 
 14. Term of Agreement. This Agreement and the Security Interests shall terminate on the date on which all payments under the Debentures have been
indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all indemnities of the Debtors contained in this Agreement (including, without limitation, Annex B hereto) shall survive and remain operative
and in full force and effect regardless of the termination of this Agreement. 
 15. Power of Attorney; Further Assurances.

 (a) Each Debtor authorizes the Agent, and does hereby make, constitute and appoint the Agent and its officers, agents,
successors or assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in the name of the Agent or such Debtor, to, after the occurrence and during the continuance of an Event of Default,
(i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent; (ii) to
sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and
other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for,
compromise, settle and sue for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent, and at the expense
of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent deems necessary to protect, preserve and realize upon the Collateral and the Security
Interests granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Debtors might or could do; and each Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done
by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this 

  

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Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any
inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the
continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the
United States Patent and Trademark Office and the United States Copyright Office. 
 (b) On a continuing basis, each Debtor
will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C attached hereto, all
such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Agent, to perfect the Security Interests granted hereunder and otherwise to carry out the intent and purposes of this
Agreement, or for assuring and confirming to the Agent the grant or perfection of a perfected security interest in all the Collateral under the UCC. 
 (c) Each Debtor hereby irrevocably appoints the Agent as such Debtor’s attorney-in-fact, with full authority in the place and instead of such Debtor and in the name of such Debtor, from time to time in the
Agent’s discretion, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or
continuation statements and amendments thereto, relative to any of the Collateral without the signature of such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or
“all personal property” or words of like import, and ratifies all such actions taken by the Agent. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of
the Obligations shall be outstanding. 
 16. Notices. All notices, requests, demands and other communications hereunder shall be
subject to the notice provision of the Purchase Agreement (as such term is defined in the Debentures). 
 17. Other Security. To the
extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Agent shall have the right, in its sole
discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of the Secured Parties’ rights and remedies hereunder. 
 18. Appointment of Agent. The Secured Parties hereby appoint Carl Berg, a representative of Berg and Berg Enterprises to act as their agent
(“Berg” or “Agent”) for purposes of exercising any and all rights and remedies of the Secured Parties hereunder. Such appointment shall continue until revoked in writing by a Majority in Interest, at which time a


  

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Majority in Interest shall appoint a new Agent, provided that Berg may not be removed as Agent unless Berg and Berg Enterprises shall then hold less than
$100,0000 in principal amount of Debentures; provided, further, that such removal may occur only if each of the other Secured Parties shall then hold not less than an aggregate of $100,000 in principal amount of Debentures. The Agent shall have the
rights, responsibilities and immunities set forth in Annex B hereto. 
 19. Miscellaneous. 
 (a) No course of dealing between the Debtors and the Secured Parties, nor any failure to exercise, nor any delay in exercising, on the
part of the Secured Parties, any right, power or privilege hereunder or under the Debentures shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. 
 (b) All of the rights and remedies of the
Secured Parties with respect to the Collateral, whether established hereby or by the Debentures or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently. 
 (c) This Agreement, together with the exhibits and schedules hereto, contain the entire understanding of the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into this Agreement and the exhibits and schedules hereto. No provision of
this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Debtors and the a Majority In Interest or, in the case of a waiver, by the party against whom enforcement of
any such waived provision is sought. 
 (d) 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. 
 (e) No waiver of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner
impair the exercise of any such right. 
  

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 (f) This Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns. The Company and the Guarantors may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Secured Party (other than by merger). Any Secured Party may assign
any or all of its rights under this Agreement to any Person (as defined in the Purchase Agreement) to whom such Secured Party assigns or transfers any Obligations, provided such transferee agrees in writing to be bound, with respect to the
transferred Obligations, by the provisions of this Agreement that apply to the “Secured Parties.” 
 (g) Each party
shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order to carry out the provisions and purposes of this Agreement. 
 (h) All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each Debtor agrees that all proceedings concerning the interpretations, enforcement and defense of
the transactions contemplated by this Agreement and the Debentures (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the
state and federal courts sitting in the City of New York, Borough of Manhattan. Each Debtor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the
adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. 
 (i) This
Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

 (j) All Debtors shall jointly and severally be liable for the obligations of each Debtor to the Secured Parties hereunder.

  

 23 








 (k) Each Debtor shall indemnify, reimburse and hold harmless the Agent and the Secured
Parties and their respective partners, members, shareholders, officers, directors, employees and agents (and any other persons with other titles that have similar functions) (collectively, “Indemnitees”) from and against any and all
losses, claims, liabilities, damages, penalties, suits, costs and expenses, of any kind or nature, (including fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee
in any way related to or arising from or alleged to arise from this Agreement or the Collateral, except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses which result from the gross negligence or willful misconduct
of the Indemnitee as determined by a final, nonappealable decision of a court of competent jurisdiction. This indemnification provision is in addition to, and not in limitation of, any other indemnification provision in the Debentures, the Purchase
Agreement (as such term is defined in the Debentures) or any other agreement, instrument or other document executed or delivered in connection herewith or therewith. 
 (l) Nothing in this Agreement shall be construed to subject Agent or any Secured Party to liability as a partner in any Debtor or any if
its direct or indirect subsidiaries that is a partnership or as a member in any Debtor or any of its direct or indirect subsidiaries that is a limited liability company, nor shall Agent or any Secured Party be deemed to have assumed any obligations
under any partnership agreement or limited liability company agreement, as applicable, of any such Debtor or any if its direct or indirect subsidiaries or otherwise, unless and until any such Secured Party exercises its right to be substituted for
such Debtor as a partner or member, as applicable, pursuant hereto. 
 (m) To the extent that the grant of the security
interest in the Collateral and the enforcement of the terms hereof require the consent, approval or action of any partner or member, as applicable, of any Debtor or any direct or indirect subsidiary of any Debtor or compliance with any provisions of
any of the Organizational Documents, the Debtors hereby grant such consent and approval and waive any such noncompliance with the terms of said documents. 
 [SIGNATURE PAGES FOLLOW] 
  

 24 








 IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed on the day
and year first above written. 
  

			
	LIGHTPATH TECHNOLOGIES, INC.
		
	By:	 	 /s/ J. James Gaynor

	Name:	 	J. James Gaynor
	Title:	 	President & CEO
	
	GELTECH INC.
		
	By:	 	 /s/ J. James Gaynor

	Name:	 	J. James Gaynor
	Title:	 	President & CEO

 [SIGNATURE PAGE OF HOLDERS FOLLOWS] 
  

 25 








 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Berg & Berg Enterprises, LLC             

Signature of Authorized Signatory of Holder:             /s/ Carl E.
Berg             
 Name of Authorized Signatory:
            Carl E. Berg             
 Title of Authorized Signatory:             President             
 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE
PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             The Barton Marcy
Trust             
 Signature of Authorized Signatory of Holder:
            /s/ Barton C. Marcy              
 Name of Authorized Signatory:             Barton C. Marcy              
 Title of Authorized Signatory:
            Trustee             
 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Terry
Brenneman             
 Signature of Authorized Signatory of Holder:
            /s/ Terry Brenneman              
 Name of Authorized Signatory:             Terry Brenneman              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
  

 26 








 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Steven R. J. Bruedk Revokable Trust UTA dtd.             

 Signature of Authorized Signatory of Holder:             /s/ Steven
Brueck             
 Name of Authorized Signatory:
            Steven Brueck             
 Title of Authorized Signatory:             Trustee             
 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE
PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Cresent International
Ltd.             
 Signature of Authorized Signatory of Holder:
            /s/ Bachir Taleb-Ibrahimi             
 Name of Authorized Signatory:             Bachir Taleb-Ibrahimi              

Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Joseph J.
Gaynor, Jr.             
 Signature of Authorized Signatory of Holder:
            /s/ J. James Gaynor             
 Name of Authorized Signatory:             J. James Gaynor              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
  

 27 








 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Mark Grunbaum             
 Signature of Authorized Signatory of Holder:             /s/ Mark
Grunbaum             
 Name of Authorized Signatory:
            Mark Grunbaum              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Noel D.
Ischy             
 Signature of Authorized Signatory of Holder:
            /s/ Noel D. Ischy              
 Name of Authorized Signatory:             Noel D. Ischy              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Elvin
Javier             
 Signature of Authorized Signatory of Holder:
            /s/ Elvin Javier              
 Name of Authorized Signatory:             Elvin Javier              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
  

 28 








 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Evelyn K. Kossak             
 Signature of Authorized Signatory of Holder:             /s/ Evelyn K. Kossak
             
 Name of Authorized Signatory:
            Evelyn K. Kossak              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Louis
Leeberg             
 Signature of Authorized Signatory of Holder:
            /s/ Louis Leeberg              
 Name of Authorized Signatory:             Louis Leeberg              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Gerald M.
Lukasik             
 Signature of Authorized Signatory of Holder:
            /s/ Gerald M. Lukasik             
 Name of Authorized Signatory:             Gerald M. Lukasik             
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
  

 29 








 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             James Magos             
 Signature of Authorized Signatory of Holder:             /s/ James Magos
             
 Name of Authorized Signatory:
            James Magos              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Thomas F.
O’Neill             
 Signature of Authorized Signatory of Holder:
            /s/ Thomas F. O’Neill              
 Name of Authorized Signatory:             Thomas F. O’Neill              

Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Robert
Ripp             
 Signature of Authorized Signatory of Holder:
            /s/ Robert Ripp              
 Name of Authorized Signatory:             Robert Ripp              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
  

 30 








 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Ami Silberman/Karin Johnsgard             
 Signature of Authorized Signatory of Holder:             /s/ Ami Silberman/Karin
Johnsgard             
 Name of Authorized Signatory:
            Ami Silberman/Karin Johnsgard             
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Gary
Silverman             
 Signature of Authorized Signatory of Holder:
            /s/ Gary Silverman             
 Name of Authorized Signatory:             Gary Silverman              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Richard H.
Straeter             
 Signature of Authorized Signatory of Holder:
            /s/ Richard H. Straeter             
 Name of Authorized Signatory:             Richard H. Straeter              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
  

 31 








 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Brett A. Moyer             
 Signature of Authorized Signatory of Holder:             /s/ Brett A. Moyer
             
 Name of Authorized Signatory:
            Brett A. Moyer              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Shadow Capital
LLC             
 Signature of Authorized Signatory of Holder:
            /s/ B. Kent Garlinghouse             
 Name of Authorized Signatory:             B. Kent Garlinghouse              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Cranshire
Capital LP             
 Signature of Authorized Signatory of Holder:
            /s/ Keith A. Goodman             
 Name of Authorized Signatory:             Keith A. Goodman              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
  

 32 








 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:            Judith Glaser             
 Signature of Authorized Signatory of Holder:             /s/ Judith Glaser
             
 Name of Authorized Signatory:
            Judith Glaser              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:             Moe
Houdiagui             
 Signature of Authorized Signatory of Holder:
            /s/ Moe Houdiagui              
 Name of Authorized Signatory:             Moe Houdiagui              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
 [SIGNATURE PAGE OF HOLDERS TO LPTH SA] 
 Name of Holder:            Speros
Dedes             
 Signature of Authorized Signatory of Holder:
            /s/ Speros Dedes              
 Name of Authorized Signatory:             Speros Dedes              
 Title of Authorized Signatory:
                                        

 [SIGNATURE PAGES CONTINUE] 
  

 33 








 SCHEDULE A 
 Principal Place of Business of Debtors:  2603 Challenger Tech CT, Orlando, FL 32826 
 Locations Where Collateral is Located or Stored:

  

					
	 LightPath Technologies, Inc.
 2603 Challenger Tech Court
 Suite 100
 Orlando, FL 32826
	  	property under lease agreement	  	
			
	 LightPath Optical Instrumentation Co. Ltd
 1365 Hong De Road, Building C3
 Jiading Industrial Zone, Shanghai, China
 201821
	  	property under lease agreement	  	

  

 34 








 SCHEDULE B 
  
  

																																																															
		  	Balance March 31, 2008	  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  	
	 Equipment capital lease
	  	$ 27,930	  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  	
																																
	 Equipment note payable
	  	$319,403	  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  	
																																
	 Accounts receivable financing line of credit
	  	$0	  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  	

  

 35 








 SCHEDULE C 
 Describe liens 
  

 36 








 SCHEDULE D 
 Legal Names and Organizational Identification Numbers 
  

					
	 LightPath Technologies, Inc.
	  	86-0708398	  	Delaware corporation
			
	 Geltech, Inc.
	  	59-2557560	  	Delaware corporation
		
	LightPath Optical Instrumentation Co. Ltd	  	PRC

  

 37 








 SCHEDULE E 
 Trade Names; Mergers and Acquisitions 
 LightPath Technologies, Inc. 
 Geltech, Inc. 
 LightPath Optical Instrumentation Co. Ltd 
  

 38 








 SCHEDULE F 
 Intellectual Property 
 U.S. LIGHTPATH PATENTS 
  

											
	 DOCKET
NUMBER
	  	PATENT
NUMBER	 	ISSUE
DATE	  	 TITLE
	 	 INVENTORS
	 	COMPANY
						
	 D-88021A
	  	4,907,864	 	3/13/90	  	 Macro-Gradient Optical Density Transmissive Light Concentrators,
 Lenses and Compound Lenses of
 Large Geometry
	 	James L. Hagerty	 	LightPath
						
	 D-88021B
	  	4,883,522	 	11/28/89	  	 Fabrication of Macro-
 Gradient Optical
Density
 Transmissive Light Concentrators,
 Lenses and Compound

 Lenses of Large Geometry
	 	James L. Hagerty	 	LightPath
						
	 D-88048
	  	4,929,065	 	5/29/90	  	 Glass Plate Fusion for Macro-
 Gradient Refractive Index
Materials
	 	James J. Hagerty	 	LightPath
						
	 D-88132
	  	5,044,737	 	9/3/91	  	 Double Axial Gradient Lens and
 Process for Fabrication
Thereof
	 	James L. Hagerty	 	LightPath
						
	 D-89033A
	  	5,200,858	 	4/6/93	  	 Uni-Directional Gradient Index of
 Refraction Glasses

	 	James L. Hagerty	 	LightPath
						
	 D-91022
	  	5,236,486	 	8/17/93	  	 Shaped Gradient Fabrication in
 Lenses by Molding from
Axial
 Gradient
	 	Richard Blankenbecler	 	LightPath
						
	 D-91025
	  	5,262,896	 	11/16/93	  	 Refractive Elements with Graded
 Properties and Methods
of Making
 Same
	 	Richard Blankenbecler	 	LightPath
						
	 D-91025B
	  	5,582,626	 	12/10/96	  	 Method for Making Refractive
 Optical Elements with
Graded
 Properties
	 	Richard Blankenbecler	 	LightPath
						
	 D-92045
	  	5,459,613	 	10/17/95	  	 Lead Glass Composition Series for
 Gradient
Glasses
	 	Xiaojie J. Xu	 	LightPath
						
	 D-92045A
	  	5,504,623	 	4/2/96	  	 Lead Glass Composition Series for
 Gradient
Glasses
	 		 	LightPath
						
	 D-92075
	  	5,392,431	 	2/21/95	  	 A TV Protection Lens Including a
 Graded Index Element

	 	Richard Pfisterer	 	LightPath
						
	 D-93037A
	  	5,617,252	 	4/1/97	  	 Gradient Refractive Index Lens
 Elements
	 	Paul K. Manhart	 	LightPath
						
	 D-94031
	  	5,689,374	 	11/18/97	  	 Grin Lens and Method of
 Manufacturing
	 	Xiaojie J. Xu	 	LightPath
						
	 D-94031A
	  	5,917,105	 	6/29/99	  	 Method of Manufacturing a Grin
 Lens
	 	Xiaojie Xu/ Michael E. Savard	 	LightPath
						
	 D-95082A1a
	  	5,992,179	 	11/30/99	  	 Process for Manufacturing Grin
 Lenses
	 	Xiaojie Xu/ Michael E. Savard	 	LightPath
						
	 D-95082A
	  	5,630,857	 	5/20/97	  	 Process For Manufacturing Grin
 Lenses by
Melting a Series of Layers
 of Frits
	 	Xiaojie J. Xu	 	LightPath
						
	 D-96043
	  	5,796,525	 	8/18/98	  	Quadaxial Gradient Index Lens	 	Joseph R. Dempewolf	 	LightPath
						
	 D-96044
	  	5,815,318	 	9/29/98	  	 Axially-Graded Index-
 Based Couplers
	 	Joseph R. Dempewolf	 	LightPath
						
	 D-96044A
	  	5,936,777	 	8/10/99	  	 Axially-Graded index- Based
 Couplers For Solar
Concentrators
	 	Joseph R. Dempewolf	 	LightPath

  

 39 









											
	 DOCKET
NUMBER
	  	PATENT
NUMBER	 	ISSUE
DATE	  	 TITLE
	 	 INVENTORS
	 	COMPANY
						
	 D-97016
	  	6,027,672	 	2/22/00	  	 Method of Producing Large Polymer
 Optical Blanks with
Predictable Axil
 Refractive Index Profile
	 	William Weitzel	 	LightPath
						
	 D-97053
	  	6,029,475	 	2/29/00	  	 Batching of Molten Glass in the
 Production of Graded
Index of
 Refraction Glass Bodies
	 	Oleg Y. Abramov	 	LightPath
						
	 D-98032
	  	6,033,515	 	3/7/00	  	 Use of a Laser to Fusion-
 Splice Optical Components of
 Substantially Different Cross-
 Sectional Areas
	 	William P. Walters	 	LightPath
						
	 D-98032A
	  	6,217,698	 	4/17/01	  	 Use of a Laser to Fusion-Splice
 Optical Components of
Substantially
 Different Cross-Sectional Areas
	 	William P. Walters	 	LightPath
						
	 D-98032C1
	  	09/450,472	 	3/05/02	  	 Use of a Laser to Fusion-Splice
 Optical Components of
Substantially
 Different Cross-Sectional Areas
	 	William P. Walters	 	LightPath
						
	 D-99018 Provisional -Done
	  		 		  	1 X N Relector Switch	 		 	Herzel
Laor/US
						
	 D-99018A
	  		 	5/11/01	  	1 X N Reflector Switch	 	Herzel Laor	 	LightPath
						
	 D-99019
	  	6,031,947	 	2/29/00	  	1 X N Optical Switch	 	Herzel Laor	 	LightPath
						
	 D-99030
	  	6,278,656	 	8/21/01	  	 Manipulation of Acoustic Waves
 Using A Functionally
Graded
 Material and Process for Making the
 Same
	 	Vineet Tyagi	 	Lightpath
						
	 D-01051
	  		 		  	Trade Mark Search	 		 	

  

 40 








 LIGHTPATH PENDING PATENTS 
  

											
	DOCKET
NUMBER	    	 PATENT
 NUMBER
	  	ISSUE
DATE	  	TITLE	  	INVENTORS	  	COUNTRY
	 D-94031
	    	95913992.4	  		  	Grin Lens And Method of Manufacturing	  	Xiaojie J. Xu	  	EPO
						
	 D-94031
	    	2984062	  		  	same as above	  	same	  	JP
						
	 D-96043JP
	    		  		  	 Quadaxial Gradient Index
 Lens
	  	Joseph Dempewolf	  	Japan
						
	 D-96044
	    	P-65280	  		  	Axially-Graded Index Based	  	Joseph	  	
	 Singapore                
	  		  		  		  	
						
		    		  		  	Couplers	  	Dempewolf	  	
						
	 D-96044
	    	86117393	  		  	same as above	  	same	  	Taiwan
						
	 D-96044
	    	295549	  		  	same as above	  	same	  	Korea
						
	 D-98032ACA
	    	09/450,471	  		  	Use of a Laser to Fusion-Splice Optical Components of Substantially Different Cross- Sectional Areas	  	 William Walters
 Mark Fitch
 Paul Fournier
 Marc Harris,
 Pierre Bernard
	  	Canada
						
	 D-98032AEP
	    	00990925.0	  		  	same as above	  	same	  	EPO
						
	 D-98032AJP
	    		  		  	same as above	  	same	  	Japan
						
	 D-98032AKR
	    	2001-7009472	  		  	same as above	  	same	  	Korea
						
	 D-98032B
	    	09/450,473	  		  	 Fabrication of Collimators Employing Optical Fibers
 Fusion-Spliced to Optical
 Elements of Substantially larger Cross-Sectional Areas
	  	Pierre Bernard	  	US
						
	 D-98032BCA
	    	05147233	  		  	same as above	  	same	  	Canada
						
	 D-98032BEP
	    	00980812.2	  		  	same as above	  	same	  	EPO
						
	 D-98032BJP
	    		  		  	same as above	  	same	  	Japan
						
	 D-98032BKR
	    	FPL/200106-0131E	  		  	same as above	  	same	  	Korea
						
	 D99018ACA
	    	2,346,682	  		  	1 X N Reflector Switch	  	Herzel Laor	  	Canada
						
	 D-99018AEP
	    	99971101.3	  		  	same as above	  	same	  	EPO
						
	 D-99018AJP
	    		  		  	same as above	  	same	  	Japan
						
	 D-99019
	    	2,333,028	  		  	1 X N Optical Switch	  	Herzel Laor	  	Canada
						
	 D-99019
	    	99955331.6	  		  	same as above	  	same	  	EPO

  

 41 








 LIGHTPATH ISSUED FOREIGN PATENTS 
  

											
	DOCKET
NUMBER	    	PATENT
NUMBER	    	ISSUE
DATE	 	TITLE	 	INVENTORS	    	COUNTRY
	 D-99019HK
	    	99955331.6	    	same as
above                                        
            	 	same	    	Hong Kong
					
	 D-99019
	    		    	same as
above                                        
            	 	same	    	Japan
	 D-88048
	    	2,002,673	    	11/24/98	 	 Glass Plate Fusion for
 Macro-Gradient
Refractive
 Index Materials
	 	James Hagerty	    	Canada
	 D-88048
	    	3048173	    	3/24/00	 	same as above	 	same	    	Japan
						
	 D-88048
	    	0 407509B1	    	2/1/95	 	Refractive Glass Plate Fusion	 	James Hagerty	    	EPO/Published
						
	 D-88048
 Phase-
	    	0407509	    	2/1/95	 	 Glass Plate Fusion for
 Macro-Gradient
Refractive
 Index Materials
	 	James Hagerty	    	National
France
						
	 D-88048
 Phase-
	    	6892099.1	    	2/1/95	 	same as above	 	same	    	National
Germany
						
	 D-88048
 Phase-
	    	0407509	    	2/1/95	 	same as above	 	same	    	National Great
Brittan
						
	 D-96043
	    		    	12/11/98	 	 Quadaxial Gradient
 Index Lens
	 	Joseph
Dempewolf	    	Taiwan
						
	 D-96043SG
	    	65280	    	10/24/00	 	 Quadaxial Gradient Index
 Lens
	 	Joseph
Dempewolf	    	Singapore
						
	 D-96043
	    	295535	    	4/30/01	 	 Quadaxial Gradient Index
 Lens
	 	Joseph
Dempewolf	    	Korea
						
	 D-96044
	    	295549	    	4/30/01	 	 Axially-Graded Index
 Based Couplers
	 	Joseph
Dempewolf	    	Korea
						
	 D-98032EP
	    	99932164.9	    	5/2/01	 	 Use of Laser to Fusion
 Splice Optical
Components
 Of Substantially Different
 Cross-Sectional
	 	William Walters	    	EP

  

 42 








 DIVISIONAL AND PENDING DIVISION 
  

											
	 DOCKET
 NUMBER
	    	PATENT
NUMBER	  	ISSUE
DATE	    	TITLE	    	INVENTORS	    	  
	 D-98032B1
 Divisional
	    	6,033,515	  	10/23/01	    	 Fabrication of Collimators
 Employing Optical Fibers
Fusion-Spliced to Optical Elements of Substantially Larger Cross-Sectional Areas
	    	Pierre Bernard	    	
						
	 D-98032B2
 Divisional
	    	09/118,033	  	10/23/01	    	same as above	    	same	    	
						
	 D-99018A1
 Divisional
  
 Pending
	    		  	7/18/01	    	1 X N Reflector Switch	    	Herzel Laor	    	
						
	 D-99018A2
 Divisional
  
 Pending
	    		  	7/18/01	    	same as above	    	same	    	
	
	PCT AND PENDING PCT
						
	 DOCKET
 NUMBER
	    	PATENT
NUMBER	  	ISSUE
DATE	    	TITLE	    	INVENTORS	    	STATUS
	 D-88048
	    		  		    	Glass Plate Fusion for Macro-Gradient Refractive Index Materials	    	James Hagerty/
 David Pulsifer
	    	PCT-done
						
	 D-89033
	    		  		    	Uni-Directional Gradient Index of Refraction Glasses	    		    	PCT-Abandoned
						
	 D-91025
	    	US9300843	  		    		    		    	PCT-Abandoned
						
	 D-95082
	    	US9414055	  		    		    		    	PCT-Abandoned
						
	 D-96043
	    	US97/19721	  		    	 Quadazial Gradient
 Index Lens
	    	Joseph Dempewolf/
Robert Wade	    	PCT-done

  

 43 









											
	 D-96044
	  	US97/19720	  		    	 Axially-Graded Index-
  
 Based Couplers
	    	Joseph Dempewolf/  
 Robert Wade
	    	PCT-done
						
	 D-98032B
	  	US0032348	  		    	 Fabrication of Collimators Employing Optical Fibers
 Fusion-Spliced to Optical Elements of Substantially
 Larger Cross-Sectional Areas
	    	Pierre Bernard	    	PCT-pending
						
	 D-98032A
	  	US0032347	  		    	Use of a Laser to Fusion-Splice Optical Components Of Substantially Different Cross-Sectional Areas	    	William Walters	    	PCT-done
						
	 D-99081A
	  	US9924726	  		    	1 X N Reflector Switch	    	Herzel Laor	    	PCT-pending
	
	ABANDONED PATENTS
						
	 DOCKET
 NUMBER
	  	PATENT
NUMBER	  	ISSUE
DATE	    	TITLE	    	INVENTOR	    	Country
	 D-88021
	  		  		    	Gradient Optical Density Transmissive Light Concentrators, Lenses and Compound Lenses and Fabrication Thereof	    	James Hagerty/
Leslie Danziger	    	US
						
	 D-88021A/B
	  		  		    	 Macro-Gradient Optical
 Density Transmissive Light
Concentrators, Lenses and Compound Lenses of Large Geometry, and Fabrication Thereof
	    	James Hagerty	    	US
						
	 D-88021A/B
	  		  		    	same as above	    	same	    	EPO
						
	 D-88021A/B
	  		  		    	same as above	    	same	    	Spain
						
	 D-88132
	  		  		    	 Double Axial Gradient
 Lens and Process For
 Fabrication Thereof
	    		    	Canada

  

 44 









							
				
	 D-88132
	    	same as above	    		    	EPO
				
	 D-88132
	    	same as above	    		    	Japan
				
	 D-89033
	    	Uni-Directional Gradient Index of Refraction Glasses	    	James Hagerty	    	US
				
	 D-89033B
	    	same as above	    	same	    	US
				
	 D-89033C
	    	same as above	    	same	    	US
				
	 D-91022A
	    	Shaped Gradient Fabrication in Lenses by Molding from Axial Gradient	    	Richard Blankenbecler	    	US
				
	 D-91025A
	    	Refractive Elements with Graded Properties and Methods Of Making Same	    		    	US
				
	 D-93037
	    		    	Paul Manhart	    	US
				
	 D-93037
	    	Gradient Refractive Index Lens Elements	    	Paul Manhart	    	EP
				
	 D-95082A1
	    	Process for Manufacturing Grin Lenses	    	Xiaojie Xu	    	US
				
	 D-96044JP
	    	Axially Graded index Based Couplers	    	Joseph Dempewolf	    	Japan
				
	 D-97048
	    	Oxygen Atmosphere for the Production of Gradient Refractive Index Materials	    	Oleg Y. Abramov	    	US
				
	 D-97051
	    	Using Ultrasound in the Production of Gradient Refractive Index Glass	    	Oleg Y. Abramov	    	US
				
	 D-97058
	    	Finished Optical Element By Local Laser Beam Heating	    	Oleg Y. Abramov	    	US

  

 45 








 OTHERS 
  

					
	 D-99042
	 	Micro-Fluidics Based Optical Switch	 	Mark Fitch
			
	 D-01051
	 	LightPath and Design	 	Trade Mark Search








 SCHEDULE G 
 Account Debtors 
 None. 







 SCHEDULE H 
 Pledged Securities Locations 
  

			
	 LightPath Optical Instrumentation Co. Ltd
	 	100% ownership
	 1365 Hong De Road, Building C3
	 	
	 Jiading Industrial Zone, Shanghai, China
	 	
	 201821
	 	
		
	 LightPath CDGM Chengdu Optical Co., Ltd.
	 	50% ownership
	 Chengdu, China
	 	








 ANNEX A 
 to 
 SECURITY 
 AGREEMENT 
 FORM OF ADDITIONAL DEBTOR JOINDER 
 Security Agreement dated as of August 1, 2008 made by 
 Lightpath Technologies, Inc. 
 and its subsidiaries party thereto from time to time, as Debtors 
 to and in favor of 
 the Secured Parties
identified therein (the “Security Agreement”) 
 Reference is made to the Security Agreement as defined above; capitalized
terms used herein and not otherwise defined herein shall have the meanings given to such terms in, or by reference in, the Security Agreement. 
 The undersigned hereby agrees that upon delivery of this Additional Debtor Joinder to the Secured Parties referred to above, the undersigned shall (a) be an Additional Debtor under the Security Agreement, (b) have all the rights
and obligations of the Debtors under the Security Agreement as fully and to the same extent as if the undersigned was an original signatory thereto and (c) be deemed to have made the representations and warranties set forth therein as of the
date of execution and delivery of this Additional Debtor Joinder. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE
SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN. 
 Attached hereto are supplemental
and/or replacement Schedules to the Security Agreement, as applicable. 
 An executed copy of this Joinder shall be delivered to the Secured
Parties, and the Secured Parties may rely on the matters set forth herein on or after the date hereof. This Joinder shall not be modified, amended or terminated without the prior written consent of the Secured Parties. 







 IN WITNESS WHEREOF, the undersigned has caused this Joinder to be executed in the name and on behalf of
the undersigned. 
  

			
	[Name of Additional Debtor]
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	Address:	 	


 Dated: 







 ANNEX B 
 to 
 SECURITY 
 AGREEMENT 
 THE AGENT 
 1. Appointment. The Secured Parties (all capitalized terms used herein and not otherwise defined shall have the respective meanings
provided in the Security Agreement to which this Annex B is attached (the “Agreement”)), by their acceptance of the benefits of the Agreement, hereby designate Carl E. Berg (“Berg” or “Agent”) as
the Agent to act as specified herein and in the Agreement. Each Secured Party shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of the Agreement and any other Transaction Document (as such term
is defined in the Purchase Agreement) and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably
incidental thereto. The Agent may perform any of its duties hereunder by or through its agents or employees. 
 2. Nature of
Duties. The Agent shall have no duties or responsibilities except those expressly set forth in the Agreement. Neither the Agent nor any of its partners, members, shareholders, officers, directors, employees or agents shall be liable for
any action taken or omitted by it as such under the Agreement or hereunder or in connection herewith or therewith, be responsible for the consequence of any oversight or error of judgment or answerable for any loss, unless caused solely by its or
their gross negligence or willful misconduct as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have
by reason of the Agreement or any other Transaction Document a fiduciary relationship in respect of any Debtor or any Secured Party; and nothing in the Agreement or any other Transaction Document, expressed or implied, is intended to or shall be so
construed as to impose upon the Agent any obligations in respect of the Agreement or any other Transaction Document except as expressly set forth herein and therein. 
 3. Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Secured Party, to the extent it deems appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Company and its subsidiaries in connection with such Secured Party’s investment in the Debtors, the creation and continuance of the Obligations, the transactions contemplated by the
Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the
Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are
incurred or 








 
at any time or times thereafter. The Agent shall not be responsible to the Debtors or any Secured Party for any recitals, statements, information,
representations or warranties herein or in any document, certificate or other writing delivered in connection herewith, or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency
of the Agreement or any other Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the
Agreement, the Debentures or any of the other Transaction Documents. 
 4. Certain Rights of the Agent. The Agent shall have the right
to take any action with respect to the Collateral, on behalf of all of the Secured Parties. To the extent practical, the Agent shall request instructions from the Secured Parties with respect to any material act or action (including failure to act)
in connection with the Agreement or any other Transaction Document, and shall be entitled to act or refrain from acting in accordance with the instructions of a Majority in Interest; if such instructions are not provided despite the Agent’s
request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled to appropriate indemnification from the Secured Parties in respect of actions to be taken by the Agent; and
the Agent shall not incur liability to any person or entity by reason of so refraining. Without limiting the foregoing, (a) no Secured Party shall have any right of action whatsoever against the Agent as a result of the Agent acting or
refraining from acting hereunder in accordance with the terms of the Agreement or any other Transaction Document, and the Debtors shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the
foregoing and (b) the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement, the Transaction Documents or
applicable law. 
 5. Reliance. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by the proper person or entity, and, with respect to all legal matters
pertaining to the Agreement and the other Transaction Documents and its duties thereunder, upon advice of counsel selected by it and upon all other matters pertaining to this Agreement and the other Transaction Documents and its duties thereunder,
upon advice of other experts selected by it. Anything to the contrary notwithstanding, the Agent shall have no obligation whatsoever to any Secured Party to assure that the Collateral exists or is owned by the Debtors or is cared for, protected or
insured or that the liens granted pursuant to the Agreement have been properly or sufficiently or lawfully created, perfected, or enforced or are entitled to any particular priority. 







 6. Indemnification. To the extent that the Agent is not reimbursed and indemnified by the
Debtors, the Secured Parties will jointly and severally reimburse and indemnify the Agent, in proportion to their initially purchased respective principal amounts of Debentures, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or under the Agreement or any other
Transaction Document, or in any way relating to or arising out of the Agreement or any other Transaction Document except for those determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction to have resulted
solely from the Agent’s own gross negligence or willful misconduct. Prior to taking any action hereunder as Agent, the Agent may require each Secured Party to deposit with it sufficient sums as it determines in good faith is necessary to
protect the Agent for costs and expenses associated with taking such action. 
 7. Resignation by the Agent. 
 (a) The Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at
any time by giving 30 days’ prior written notice (as provided in the Agreement) to the Debtors and the Secured Parties. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and
(c) below. 
 (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, shall
appoint a successor Agent hereunder. 
 (c) If a successor Agent shall not have been so appointed within said 30-day period,
the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may
petition any court of competent jurisdiction or may interplead the Debtors and the Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing
of interpleader and expenses associated therewith, shall be payable by the Debtors on demand. 
 8. Rights with respect to
Collateral. Each Secured Party agrees with all other Secured Parties and the Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any
other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from
the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, 








 
powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under the
Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent.