LIGHTPATH TECHNOLOGIES, INC. UNIT SUBSCRIPTION AGREEMENT COMMON STOCK AND WARRANTS

LIGHTPATH TECHNOLOGIES, INC.

UNIT SUBSCRIPTION AGREEMENT

COMMON STOCK AND WARRANTS

UNIT SUBSCRIPTION AGREEMENT (the " Agreement ") dated as of June 1, 2005, among LIGHTPATH TECHNOLOGIES, INC., a Delaware corporation (the " Company "), SHADOW CAPITAL, LLC, a Kansas limited liability company, WHITNEY B. GARLINGHOUSE (each an " Investor " and together the " Investors ") and KENT GARLINGHOUSE, as the controlling equity holder of SHADOW CAPITAL, LLC.

Background:      The Company desires to sell to the Investors, and the Investors desire to purchase, for an aggregate price of $1,050,200, an aggregate of 350,000 shares (the " Shares ") of Common Stock in Units (as hereinafter defined) with 5-year warrants, in substantially the form attached hereto as Exhibit 1 , exercisable to purchase an aggregate of 140,000 shares of Common Stock at $4.30 per share (the " Warrants "). The proceeds are necessary for the development and continuance of the business of the Company and each of its Subsidiaries.

Certain Definitions:

" Common Stock " shall mean stock of the Company of any class (however designated) whether now or hereafter authorized, which generally has the right to participate in the voting and in the distribution of earnings and assets of the Company without limit as to amount or percentage, including the Company's Class A Common Stock, $.01 par value per share.

" Company " includes the Company and any corporation or other entity which shall succeed to or assume, directly or indirectly, the obligations of the Company hereunder. The term " corporation " shall include an association, joint stock company, business trust, limited liability company or other similar organization.

" Company Disclosure Letter " means the disclosure letter delivered to the Investors prior to the execution of this Agreement, which letter is incorporated as Exhibit 3 to this Agreement.

" Material Adverse Change " shall mean a material adverse change in the business, financial condition, results of operation, prospects, properties or operations of the Company and its Subsidiaries taken as a whole.

" Own " means own beneficially, as that term is defined in the rules and regulations of the SEC.

" Person " means any individual, sole proprietorship, partnership, corporation, limited liability company, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity, any university or similar institution, or any government or any agency or instrumentality or political subdivision thereof.

" SEC " means the Securities and Exchange Commission.

" Subsidiary " shall mean any corporation of which stock or other interest having ordinary power to elect a majority of the Board of Directors (or other governing body) of such entity (regardless of whether or not at the time stock or interests of any other class or classes of such corporation shall have or may have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by the Company or by one or more Subsidiaries.

" Underlying Shares " shall mean the shares of Common Stock issued or from time to time issuable upon exercise of the Warrants.

" Unit " shall mean (i) 10,000 Shares and (ii) a Warrant to purchase 4,000 shares of Common Stock.

In consideration of the mutual covenants contained herein, the parties agree as follows:

1.          Purchase and Sale of Stock .

1.1.       Sale and Issuance of Securities .

(a)         The Company shall sell to the Investors and the Investors shall purchase from the Company, an aggregate of 35 units (the " Units "), or a total of (x) 350,000 Shares (the " Purchased Shares ") at a price per Purchased Share of $3.00 and (y) Warrants to purchase an aggregate of 140,000 shares of Common Stock at an aggregate Warrant purchase price of $200.00 (the " Purchased Warrants " and collectively with the Purchased Shares, the " Securities "), for an aggregate purchase price of $1,050,200.00.

(b)         The number of Purchased Shares and Purchased Warrants to be purchased by each Investor from the Company is set forth on Schedule 1.1(b) hereto, subject to acceptance, in whole or in part, by the Company.

1.2.       Closing . The closing (the " Closing ") of the purchase and sale of the Securities hereunder shall take place within three business days of the date of this Agreement or such other date within ten business days of this Agreement as agreed to by the Company and Investor (the " Closing Date "). The Closing shall take place at the offices of Baker & Hostetler LLP, the Investor's counsel, in Orlando, Florida, or at such other location as is mutually acceptable to the Investor and the Company, subject to fulfillment of the conditions of closing set forth in the Agreement. At the Closing:

(a)         each Investor purchasing Securities at the Closing shall deliver to the Company or its designees, by wire transfer or such other method of payment as the Company shall approve, an amount equal to the purchase price of the Securities purchased by such Investor hereunder, as set forth opposite such Investor's name on the signature pages hereof.

(b)         the Company shall authorize its transfer agent (the "Transfer Agent") to arrange delivery to each Investor of one or more stock certificates registered in the name of the Investor, or in such nominee name(s) as designated by the Investor in writing, representing the number of Shares equal to 10,000 multiplied by the number of Units purchased by the Investor.

(c)         the Company shall issue and deliver to each Investor purchasing Securities at the Closing a Warrant equal to 4,000 multiplied by the number of Units purchased.

(d)         the Company shall wire the Legal Fee to Bryan Cave LLP in accordance with instructions provided by Bryan Cave LLP.

1.3.       Conditions of Closing . The obligation of the Investors to complete the purchase of the Securities at the Closing is subject to fulfillment of the following conditions:

(a)         The Company and the Investors shall execute and deliver an Investor Rights Agreement, dated the Closing Date, in the form attached as Exhibit 2 with respect to the Purchased Shares and the Underlying Shares (the " Investor Rights Agreement " and with the Agreement and the Warrants, the " Transaction Documents ");

(b)         the Company shall deliver to the Investors an Opinion of Counsel, dated the Closing Date and reasonably satisfactory to counsel for the Investors, substantially in the form set forth on Exhibit 4 ;

(c)         The representation and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by the President and Secretary of the Company, in such capacities, to such effect (the " Closing Certificate ");

(d)         The Company shall have executed and delivered all other documents reasonably requested by counsel for the Investors that are necessary to complete the contemplated transactions;

(e)         All Securities delivered at the Closing shall have all necessary stock transfer tax stamps (purchased at the expense of the Company) affixed; and

(f)          The Company shall deliver to Investors a certified copy of its Certificate of Incorporation and by-laws and a Certificate of Good Standing from the Secretary of State of the State of Delaware.

2.          Representations and Warranties of the Company . The Company hereby represents and warrants to the Investors as follows:

2.1.       Corporate Organization; Authority; Due Authorization .

(a)         The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the corporate power and authority to own or lease its properties as and in the places where such business is now conducted and to carry on its business as now conducted and (iii) is duly qualified as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify, individually or in the aggregate, would have a material adverse effect on the operations, prospects, assets, liabilities, financial condition or business of the Company (a " Material Adverse Effect "). Set forth in the Company Disclosure Letter is a complete and correct list of all Subsidiaries. Each Subsidiary is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and is qualified to do business as a foreign corporation in each jurisdiction in which qualification is required, except where failure to so qualify would not have a Material Adverse Effect.

(b)         The Company (i) has the requisite corporate power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and to incur the obligations herein and therein and (ii) has been authorized by all necessary corporate action to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby (the " Contemplated Transactions "). Each of this Agreement and the other Transaction Documents is a valid and binding obligation of the Company enforceable in accordance with its terms except as limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding at law or equity).

2.2.       Capitalization . As of June 1, 2005, the authorized capital stock of the Company consisted of (i) 40,000,000 shares of Common Stock , $.01 par value , all of which are designated as Class A Common Stock, and of which 3,342,926 shares are outstanding and (ii) 5,000,000 shares of Preferred Stock, $.01 par value, of which 100,000 shares are designated as Series D Participating Preferred Stock, and of which no shares are outstanding. All outstanding shares were issued in compliance with all applicable Federal and state securities laws, and the issuance of such shares was duly authorized. Except as contemplated by this Agreement or as set forth in the Company Disclosure Letter, there are (i) no outstanding subscriptions, warrants, options, conversion privileges or other rights or agreements obligating the Company to purchase or otherwise acquire or issue any shares of capital stock of the Company (or shares reserved for such purpose), (ii) no preemptive rights contained in the Company's Certificate of Incorporation, as amended (the " Certificate of Incorporation "), By-Laws of the Company or contracts to which the Company is a party or rights of first refusal with respect to the issuance of additional shares of capital stock of the Company (other than as set forth in the Investor Rights Agreement), including without limitation the Securities and the Underlying Shares, and (iii) no commitments or understandings (oral or written) of the Company to issue any shares, warrants, options or other rights. Except as set forth in the Company Disclosure Letter, none of the shares of Common Stock are subject to any stockholders' agreement, voting trust agreement or similar arrangement or understanding. Except as set forth in the Company Disclosure Letter, the Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. With respect to each Subsidiary, (i) all the issued and outstanding shares of the Subsidiary's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) except as disclosed in the Company Disclosure Letter, there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary's capital stock or any such options, rights, convertible securities or obligations. Except as disclosed in the Company Disclosure Letter, the Company owns 100% of the outstanding equity of each Subsidiary.

2.3.       Validity of Securities . The issuance of the Securities has been duly authorized by all necessary corporate action on the part of the Company and, when issued to, delivered to, and paid for by the Investors in accordance with this Agreement, the Purchased Shares will be validly issued, fully paid and non-assessable.

2.4.       Underlying Shares. The issuance of the Underlying Shares upon exercise of the Purchased Warrants has been duly authorized, and the Underlying Shares have been, and at all times prior to such exercise will have been, duly reserved for issuance upon such exercise and, when so issued, will be validly issued, fully paid and non-assessable.

2.5.       Private Offering . Neither the Company nor anyone acting on its behalf has within the last 12 months issued, sold or offered any security of the Company (including, without limitation, any Common Stock or warrants of similar tenor to the Purchased Warrants) to any Person under circumstances that would cause the issuance and sale of the Securities, as contemplated by this Agreement, to be subject to the registration requirements of the Securities Act of 1933, as amended (the " Securities Act "). The Company agrees that neither the Company nor anyone acting on its behalf will offer the Securities or any part thereof or any similar securities for issuance or sale to, or solicit any offer to acquire any of the same from, anyone so as to make the issuance and sale of the Securities subject to the registration requirements of Section 5 of the Securities Act. Assuming the accuracy of each Investor's representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares, Warrants and Warrant Shares by the Company to the Investors in accordance with the terms and conditions of this Agreement. The Company is eligible to register the resale of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act.

                                    2.6.       Brokers and Finders . The Company has not retained any investment banker, broker or finder in connection with the Contemplated Transactions.

2.7.       No Conflict; Required Filings and Consents .

(a)         The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company do not, and the consummation by the Company of the Contemplated Transactions will not, (i) conflict with or violate the Certificate of Incorporation or By-Laws of the Company or its Subsidiaries, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or its Subsidiaries or by which any property or asset of the Company or its Subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss of a material benefit under, or give to others any right of purchase or sale, or any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or of any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or of any of its Subsidiaries or any property or asset of the Company or of any of its Subsidiaries is bound or affected; except, in the case of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or delay consummation of any of the Contemplated Transactions in any material respect or otherwise prevent the Company from performing its obligations under this Agreement or any of the other Transaction Documents in any material respect, and would not, individually or in the aggregate, have a Material Adverse Effect.

(b)         The execution and delivery of this Agreement and the other Transaction Documents by the Company do not, and the performance of this Agreement and the other Transaction Documents and the consummation by the Company of the Contemplated Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body (as hereinafter defined) except for the filing of a Form D with the Securities and Exchange Commission and applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the " Exchange Act ") or any state securities or "blue sky" laws (" Blue Sky Laws "), and any approval required by applicable rules of the markets in which the Company's securities are traded. For purposes of this Agreement, " Governmental Body " shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or entity and any court or other tribunal). Without limitation on the foregoing, the consummation of the Contemplated Transactions does not require the approval of The Nasdaq Stock Market (or any related regulatory body) or the stockholders of the Company.

2.8.       Compliance . Except as set forth in the Company Disclosure Letter, neither the Company nor any Subsidiary is in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to the Company or such subsidiary or by which any property or asset of the Company or such subsidiary is bound or affected (" Legal Requirement "), or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or such subsidiary is a party or by which the Company or such subsidiary or any property or asset of the Company or such subsidiary is bound or affected (the " Material Agreements "), in each case except for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary has received any written notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

2.9.       SEC Documents; Financial Statements .

(a)         The information contained in the following documents, did not, as of the date of the applicable document, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, as of their respective filing dates or, if amended, as so amended (the following documents, collectively, the " SEC Documents "), provided that the representation in this sentence shall not apply to any misstatement or omission in any SEC Document filed prior to the date of this Agreement which was superseded by a subsequent SEC Document filed prior to the date of this Agreement:

                                                                                                                                                         i.             the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2004;

                                                                                                                                                       ii.             the Company's definitive Proxy Statement with respect to its 2004 Special Meeting of Stockholders, filed with the Commission on September 8, 2004;

                                                                                                                                                      iii.             the Company's Quarterly Reports on Form 10-Q for the quarters ended September 30, 2004, December 31, 2004 and March 31, 2005; and

(iv)       the Company's Current Reports on Form 8-K, filed with the Commission on January 7, 2005, January 19, 2005, February 11, 2005, March 30, 2005, April 1, 2005, April 8, 2005, May 5, 2005 and May 17, 2005.

(b)         In addition, as of the date of this Agreement, the Company Disclosure Letter, when read together with the information, qualifications and exceptions contained in this Agreement, does not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.

(c)         To its knowledge, the Company has filed all forms, reports and documents required to be filed by it with the SEC since June 30, 2001, including without limitation the SEC Documents, except where the failure to so file could not reasonably be expected to result in a Material Adverse Effect. As of their respective dates, the SEC Documents filed prior to the date hereof complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder.

(d)         The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2004, includes consolidated balance sheets as of June 30, 2003 and 2004 and consolidated statements of income for the one-year periods ended June 30, 2002, 2003 and 2004 (collectively, the " Form 10-K Financial Statements ").

(e)         The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, includes consolidated balance sheets as of June 30, 2004 and March 31, 2005 and consolidated statements of income for the quarters ended March 31, 2005 and 2004 (the " March 31 Form 10-Q Financial Statements ", and together with the "Form 10-K Financial Statements," the " Financial Statements ").

(f)          The Financial Statements (including the related notes and schedules thereto and all other financial information included in the SEC Documents) fairly present in all material respects the consolidated financial position, the results of operations, retained earnings or cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein.

2.10.     Litigation . Except as set forth in the SEC Documents or the Company Disclosure Letter, there are no claims, actions, suits, investigations, inquiries or proceedings (each, an " Action ") pending against the Company or any of its Subsidiaries or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, at law or in equity, or before or by any court, tribunal, arbitrator, mediator or any federal or state commission, board, bureau, agency or instrumentality, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.

2.11.     Absence