First Amendment to 8% Senior Secured Convertible Debenture



 Exhibit 4.7 
 FIRST AMENDMENT TO 
 8% SENIOR SECURED CONVERTIBLE DEBENTURES DUE AUGUST 1, 2011 
 THIS FIRST AMENDMENT TO 8% SENIOR SECURED CONVERTIBLE DEBENTURES DUE AUGUST 1, 2011 (this “Agreement”) is made as of December 31,
2008 among Lightpath Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned, being all of the Holders (as that term is defined in each Debenture), pursuant to and in accordance with Section 9(k) of each
debenture identified on Exhibit A attached hereto (each, a “Debenture”). 
 WHEREAS, the Company desires to pay all
accrued but unpaid interest to date on each Debenture (which amounts are set forth on Exhibit B attached hereto) (such payments being hereinafter referred to as the “Accrued Interest Payment”). 
 WHEREAS, the Holders desire to convert twenty-five percent (25%) of the principal amount of each Debenture into shares of Common Stock in accordance
with the terms and procedures set forth in the Debentures (the “Partial Conversion”). 
 WHEREAS, subsequent to the Partial
Conversion, the Company desires to prepay all interest that would accrue under each Debenture through the Maturity Date (as defined in each Debenture) as identified on Exhibit B attached hereto (such prepayment being hereinafter referred to
as the “Debenture Interest Prepayment”). 
 WHEREAS, in connection with the Accrued Interest Payment, Partial Conversion and
Debenture Interest Prepayment, the Company desires to issue each Holder a warrant to purchase the number of shares of Common Stock set forth opposite each Holder’s name on Exhibit C attached hereto in accordance with the terms and
conditions set forth herein (the “Warrant Issuance” and together with the Accrued Interest Payment, the Partial Conversion, and the Debenture Interest Prepayment, the “Transactions”). 
 WHEREAS, the parties desire to amend each Debenture to authorize the Transactions. 
 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 1. Recitals. The above recitals, definitions, preamble and provisions are hereby made a part of this Agreement. 
 2. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the applicable Debenture.

 3. Amendments to Each Debenture. 
 (a) Section 1 shall be amended by deleting the definition of “Interest Conversion Rate” and replacing it with the following: 
 “Interest Conversion Rate” means the greater of (a) 100% of the closing bid price of the Common Stock on the Trading
Day that is immediately prior to the applicable Interest Payment Date as reported by Bloomberg L.P. (or any successor entity) and (b) the VWAP for the 10 Trading Days ending on December 30, 2008.” 
  

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 (b) Section 1 shall be further amended by deleting the definition of “Interest Notice
Period” and replacing it with the following: 
 “Interest Notice Period” means the 20 Trading Days
immediately prior to the applicable Interest Payment Date.” 
 (c) Section 2(a) of each Debenture shall be deleted and replaced by
the following: 
 “a) Payment of Interest. The Company shall pay interest to the Holder on the aggregate
unconverted and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on December 31, 2008 (the “Interest Payment Date”) for the period beginning October 1, 2008 through the Interest
Payment Date. In addition, immediately following the Conversion by the Holder of 25% of the indebtedness evidenced by this Debenture, which Conversion shall take place effective December 31, 2008, the Company shall prepay interest to accrue
under this Debenture for the period January 1, 2009 through the Maturity Date.” 
 (d) Section 2(b) of each Debenture shall be
deleted and replaced by the following: 
 “b) Payment of Interest in Shares of Common Stock. All payments of
interest shall be made in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock at the Interest Conversion Rate (the dollar amount to be paid in shares, the “Interest Share Amount” and the number of
shares of Common Stock to be issued in payment of interest being hereinafter referred to as the “Interest Conversion Shares”).” 
 4. One-Time Waiver of Restriction on Conversion. The parties acknowledge that the Beneficial Ownership Limitation contained in Section 4(c) of Debenture No. 6 (Robert Ripp), No. 7 (Shadow Capital
LLC), No. 11 (Crescent International Ltd), No. 18 (Elvin Javier) and No. 21 (Berg & Berg Enterprises, LLC) on Exhibit A attached hereto would prohibit the consummation of the Partial Conversion by such Holders. In
order to permit the Partial Conversion by such Holders, the undersigned hereby consent to the Partial Conversion by each such Holder and waive the requirements and restrictions contained in Section 4(c) of each such Debenture such that the
Partial Conversion shall be permitted notwithstanding Section 4(c) of each such Debenture. 
 5. Warrant Issuance. In connection
with the Accrued Interest Payment, Partial Conversion and Debenture Interest Prepayment, pursuant to the delivery of a warrant in the form attached hereto as Exhibit D the Company shall issue to each Holder a warrant to purchase the number of
shares of Common Stock set forth opposite each Holder’s name on Exhibit C attached hereto at an exercise price equal to the greater of (i) $0.87 per share and (ii) the closing bid price of the Common Stock on December 30,
2008 as reported by Bloomberg L.P. (or any successor entity). 
 6. Date of the Transactions. The Transactions will be effected as of
December 31, 2008. 
 7. Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this Amendment electronically (by email or telecopy) shall be effective as an original and shall
constitute a representation that an original will be delivered. 
  

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 8. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. 
 9. Successors and Assigns.
This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 10. No
Other Modification. Except to the extent specifically provided to the contrary in this Agreement, all terms and conditions of each Debenture shall remain in full force and effect, without modification or limitation. In the event of any conflict
or inconsistency between any Debenture and the provisions of this Agreement, this Agreement will control and supersede to the extent of such conflict or inconsistency. 
 [Signature pages follow.] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date
first above written. 
  

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

		 	Name:	 	J. James Gaynor
		 	Title:	 	Chief Executive Officer
		
	THE HOLDERS:	 	
		
	 /s/ Louis Leeberg
	 	 /s/ Gerald M. Lukasik

	Louis Leeburg	 	Gerald M. Lukasik
		
	 /s/ James Magos
	 	 /s/ Brett A. Moyer

	James Magos	 	Brett A. Moyer
		
	 /s/ Thomas F. O’Neill
	 	 /s/ Robert Ripp

	Thomas F. O’Neill	 	Robert Ripp
		
	SHADOW CAPITAL LLC	 	CRANSHIRE CAPITAL LP
				
	By:	 	 /s/ B. Kent Garlinghouse
	 	By:	 	 /s/ Miteleu P. Kopin

	Name:	 	B. Kent Garlinghouse	 	Name:	 	Miteleu P. Kopin
	Title:	 	Manager	 	Title:	 	President
		
	 /s/ Gary Silverman
	 	 /s/ Richard H. Straeter

	Gary Silverman	 	Richard H. Straeter
		
	CRESCENT INTERNATIONAL, LTD.	 	BERG & BERG ENTERPRISES, LLC
				
	By:	 	 /s/ Maxi Bressi
	 	By:	 	 /s/ Carl E. Berg

	Name:	 	Maxi Bressi	 	Name:	 	Carl E. Berg
	Title:	 	Authorized Signatory	 	Title:	 	Member
		
	 /s/ Speros Dedes
	 	 /s/ Joseph. J. Gaynor

	Speros Dedes	 	Joseph J. Gaynor Jr.

  

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	 /s/ Judith Glaser
	 	 /s/ Mark Grinbaum

	Judith Glaser	 	Mark Grinbaum
		
	 /s/ Moe Houdiagui
	 	 /s/ Noel D. Ischy

	Moe Houdiagui	 	Noel D. Ischy
		
	 /s/ Elvin Javier
	 	 /s/ Evelyn K. Kossak

	Elvin Javier	 	Evelyn K. Kossak
		
	THE BART MARCY TRUST	 	STEVEN R. J. CYNTHIA H. BRUECK REVOCABLE TRUST UTA DTD 3/14/1991
				
	By:	 	 /s/ Barton C. Marcy
	 	By:	 	 /s/ Steven R. J. Brueck

	Name:	 	Barton C. Marcy	 	Name:	 	Steven R. J. Brueck
	Title:	 	Trustee	 	Title:	 	Trustee
		
	 /s/ Terry Brenneman
	 	 /s/ Ami Silberman

	Terry Brenneman	 	Ami Silberman
		
		 	 /s/ Karin Johnsgard

		 	Karin Johnsgard

  

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 EXHIBIT A 
 Debentures 
 1. 8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal amount of
$25,000 with an original issue date of August 1, 2008 issued by Lightpath Technologies, Inc. (“LPTH”) in favor of Louis Leeburg 
 2.
8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal amount of $50,000 with an original issue date of August 1, 2008 issued by LPTH in favor of Gerald M. Lukasik 
 3. 8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal amount of $5,000 with an original issue date of August 1, 2008 issued
by LPTH in favor of James Magos 
 4. 8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal amount of $50,000 with an
original issue date of August 1, 2008 issued by LPTH in favor of Brett A. Moyer 
 5. 8% Senior Secured Convertible Debenture Due August 1, 2011 in
the original principal amount of $50,000 with an original issue date of August 1, 2008 issued by LPTH in favor of Thomas F. O’Neill 
 6. 8% Senior
Secured Convertible Debenture Due August 1, 2011 in the original principal amount of $250,000 with an original issue date of August 1, 2008 issued by LPTH in favor of Robert Ripp 
 7. 8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal amount of $250,000 with an original issue date of August 1, 2008 issued
by LPTH in favor of Shadow Capital LLC 
 8. 8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal amount of $100,000
with an original issue date of August 1, 2008 issued by LPTH in favor of Ami Silberman / Karin Johnsgard 
 9. 8% Senior Secured Convertible Debenture
Due August 1, 2011 in the original principal amount of $25,000 with an original issue date of August 1, 2008 issued by LPTH in favor of Gary Silverman 
 10. 8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal amount of $25,000 with an original issue date of August 1, 2008 issued by LPTH in favor of Richard H. Straeter 
 11. 8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal amount of $300,000 with an original issue date of August 1, 2008
issued by LPTH in favor of Crescent International Ltd. 
 12. 8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal
amount of $40,000 with an original issue date of August 1, 2008 issued by LPTH in favor of Speros Dedes 
 13. 8% Senior Secured Convertible Debenture
Due August 1, 2011 in the original principal amount of $25,000 with an original issue date of August 1, 2008 issued by LPTH in favor of Joseph J. Gaynor Jr. 
 14. 8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal amount of $75,000 with an original issue date of August 1, 2008 issued by LPTH in favor of Judith Glaser 

 

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 15. 8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal amount of $50,000 with an
original issue date of August 1, 2008 issued by LPTH in favor of Mark Grinbaum 
 16. 8% Senior Secured Convertible Debenture Due August 1, 2011 in
the original principal amount of $19,000 with an original issue date of August 1, 2008 issued by LPTH in favor of Moe Houdiagui 
 17. 8% Senior Secured
Convertible Debenture Due August 1, 2011 in the original principal amount of $50,000 with an original issue date of August 1, 2008 issued by LPTH in favor of Noel D. Ischy 
 18. 8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal amount of $265,000 with an original issue date of August 1, 2008 issued by LPTH in favor of Elvin Javier 

19. 8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal amount of $50,000 with an original issue date of August 1, 2008
issued by LPTH in favor of Evelyn K. Kossak 
 20. 8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal amount of
$50,000 with an original issue date of August 1, 2008 issued by LPTH in favor of The Bart Marcy Trust 
 21. 8% Senior Secured Convertible Debenture Due
August 1, 2011 in the original principal amount of $1,000,000 with an original issue date of August 1, 2008 issued by LPTH in favor of Berg & Berg Enterprises, LLC 
 22. 8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal amount of $50,000 with an original issue date of August 1, 2008 issued by LPTH in favor of Terry Brenneman 

23. 8% Senior Secured Convertible Debenture Due August 1, 2011 in the original principal amount of $25,000 with an original issue date of August 1, 2008
issued by LPTH in favor of Steven R. J. Cynthia H. Brueck Revocable Trust UTA dtd. 3/14/1991 
 24. 8% Senior Secured Convertible Debenture Due
August 1, 2011 in the original principal amount of $100,000 with an original issue date of August 1, 2008 issued by LPTH in favor of Cranshire Capital LP 
  

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 EXHIBIT B 
 Interest Pre-Payments 
  

									
	  	  	 Holder
	  	Interest Accrued
for period 10.1.08
through 12.31.08	  	Interest to be Pre-Paid
for period 1.1.09
through Maturity
	 1.
	  	 Louis Leeburg
	  	$	500.00	  	$	3,875.00
	 2.
	  	 Gerald M. Lukasik
	  	$	1,000.00	  	$	7,750.00
	 3.
	  	 James Magos
	  	$	100.00	  	$	775.00
	 4.
	  	 Brett A. Moyer
	  	$	1,000.00	  	$	7,750.00
	 5.
	  	 Thomas F. O’Neill
	  	$	1,000.00	  	$	7,750.00
	 6.
	  	 Robert Ripp
	  	$	5,000.00	  	$	38,750.00
	 7.
	  	 Shadow Capital LLC
	  	$	5,000.00	  	$	38,750.00
	 8.
	  	 Ami Silberman / Karin Johnsgard
	  	$	2,000.00	  	$	15,500.00
	 9.
	  	 Gary Silverman
	  	$	500.00	  	$	3,875.00
	 10.
	  	 Richard H. Straeter
	  	$	500.00	  	$	3,875.00
	 11.
	  	 Crescent International Ltd.
	  	$	6,000.00	  	$	46,500.00
	 12.
	  	 Speros Dedes
	  	$	800.00	  	$	6,200.00
	 13.
	  	 Joseph J. Gaynor Jr.
	  	$	500.00	  	$	3,875.00
	 14.
	  	 Judith Glaser
	  	$	1,500.00	  	$	11,625.00
	 15.
	  	 Mark Grinbaum
	  	$	1,000.00	  	$	7,750.00
	 16.
	  	 Moe Houdiagui
	  	$	380.00	  	$	2,945.00
	 17.
	  	 Noel D. Ischy
	  	$	1,000.00	  	$	7,750.00
	 18.
	  	 Elvin Javier
	  	$	5,300.00	  	$	41,075.00
	 19.
	  	 Evelyn K. Kossak
	  	$	1,000.00	  	$	7,750.00
	 20.
	  	 The Bart Marcy Trust
	  	$	1,000.00	  	$	7,750.00
	 21.
	  	 Berg & Berg Enterprises LLC
	  	$	20,000.00	  	$	155,000.00
	 22.
	  	 Terry Brenneman
	  	$	1,000.00	  	$	7,750.00
	 23.
	  	 Steve R. J. Cynthia H. Brueck Revocable Trust UTA dtd 3/14/1991
	  	$	500.00	  	$	3,875.00
	 24.
	  	 Cranshire Capital LP
	  	$	2,000.00	  	$	15,500.00
		  		  	 	 	  	 	 
		  	 Total
	  	$	58,580.00	  	$	453,995.00

  

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 EXHIBIT C 
 Warrant Issuance 
  

					
	  	  	 Holder
	  	No. of Warrants
	 1.
	  	 Louis Leeburg
	  	3,158
	 2.
	  	 Gerald M. Lukasik
	  	6,316
	 3.
	  	 James Magos
	  	632
	 4.
	  	 Brett A. Moyer
	  	6,316
	 5.
	  	 Thomas F. O’Neill
	  	6,316
	 6.
	  	 Robert Ripp
	  	31,581
	 7.
	  	 Shadow Capital LLC
	  	31,581
	 8.
	  	 Ami Silberman / Karin Johnsgard
	  	12,632
	 9.
	  	 Gary Silverman
	  	3,158
	 10.
	  	 Richard H. Straeter
	  	3,158
	 11.
	  	 Crescent International Ltd.
	  	37,897
	 12.
	  	 Speros Dedes
	  	5,053
	 13.
	  	 Joseph J. Gaynor Jr.
	  	3,158
	 14.
	  	 Judith Glaser
	  	9,474
	 15.
	  	 Mark Grinbaum
	  	6,316
	 16.
	  	 Moe Houdiagui
	  	2,400
	 17.
	  	 Noel D. Ischy
	  	6,316
	 18.
	  	 Elvin Javier
	  	33,476
	 19.
	  	 Evelyn K. Kossak
	  	6,316
	 20.
	  	 The Bart Marcy Trust
	  	6,316
	 21.
	  	 Berg & Berg Enterprises LLC
	  	126,323
	 22.
	  	 Terry Brenneman
	  	6,316
	 23.
	  	 Steve R. J. Cynthia H. Brueck Revocable Trust UTA dtd 3/14/1991
	  	3,158
	 24.
	  	 Cranshire Capital LP
	  	12,632
		  		  	 
		  	 Total
	  	369,999

  

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