0001654954-25-001795 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 21st, 2025 • Lightpath Technologies Inc • Semiconductors & related devices

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of February 13, 2025, between the Company and each Purchaser (the “Purchase Agreement”), pursuant to which the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to issue and sell to the Purchasers at the Closing (as defined in the Purchase Agreement), among other things: (i) an aggregate of 24,955.903272 shares (the “Preferred Shares”) of a newly created series of preferred stock, with a stated value of $1,000 per share (the “Preferred Stock”), designated Series G Convertible Preferred Stock, which shall initially be convertible into 11,607,397 shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”; the shares of Class A Common Stock issuable upon conversion of the Preferred Shares referred to as the “Conversion Shares”), in accordance with the terms of the Company’s Certificate of Designations, Preferences and Rights of t

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 21st, 2025 • Lightpath Technologies Inc • Semiconductors & related devices • Delaware

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 13, 2025, by and among LightPath Technologies, Inc., a Delaware corporation (the “Company”), and Lytton-Kambara Foundation (the “Buyer”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG LIGHTPATH TECHNOLOGIES, INC., G5 INFRARED, LLC, THE UNDERSIGNED MEMBERS OF THE COMPANY, AND SELLERS’ REPRESENTATIVE DATED AS OF FEBRUARY 13, 2025
Membership Interest Purchase Agreement • February 21st, 2025 • Lightpath Technologies Inc • Semiconductors & related devices • Florida

This membership interest Purchase AGREEMENT (this “Agreement”), dated as of February 13, 2025 (the “Signing Date”), is by and among LightPath Technologies, Inc., a Delaware corporation (“Buyer”), G5 Infrared, LLC, a New Hampshire limited liability company (the “Company”), the undersigned members of the Company (each a “Seller” and, collectively, the “Sellers”), and Kenneth R. Greenslade, solely in his capacity as Sellers’ Representative (as hereinafter defined) (Buyer, the Company, the Sellers and Sellers’ Representative being, collectively, the “Parties” and, individually, a “Party”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 21st, 2025 • Lightpath Technologies Inc • Semiconductors & related devices • Delaware

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 13, 2025, by and among LightPath Technologies, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

FIRST AMENDMENT TO
Membership Interest Purchase Agreement • February 21st, 2025 • Lightpath Technologies Inc • Semiconductors & related devices

This FIRST AMENDMENT TO membership interest Purchase AGREEMENT (this “Amendment”), dated as of February 19, 2025, is by and among LightPath Technologies, Inc., a Delaware corporation (“Buyer”), and Kenneth R. Greenslade, solely in his capacity as Sellers’ Representative (as hereinafter defined) (Buyer and Sellers’ Representative being, collectively, the “Parties” and, individually, a “Party”).