FORM OF WARRANTForm of Warrant • March 16th, 2006 • Lpath Inc • Blank checks • California
THIS WARRANT (“WARRANT”) AND THE WARRANT SHARES (AS DEFINED BELOW) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN (OR WILL BE, IN THE CASE OF THE WARRANT SHARES) ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
ContractAssignment and Assumption Agreement • March 16th, 2006 • Lpath Inc • Blank checks • California
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of December 1, 2005, by and between LPATH THERAPEUTICS INC., a Delaware corporation (“Subsidiary”), and LPATH, INC., a Nevada corporation (formerly known as Neighborhood Connections, Inc.) (“Parent”).
