0001104659-14-020679 Sample Contracts

LPATH, INC. Class A Common Stock (par value $0.001 per share) At-the-Market Issuance Sales Agreement
Sales Agreement • March 18th, 2014 • Lpath, Inc • Biological products, (no disgnostic substances) • New York

Lpath, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”), with MLV & Co. LLC (“MLV” or the “Agent”), as follows:

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EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2014 • Lpath, Inc • Biological products, (no disgnostic substances) • California

THIS EMPLOYMENT AGREEMENT, made in San Diego, California and effective as of April 15, 2013, is between Lpath, Inc., a Nevada corporation (the “Company” or “Lpath”), and Gary Woodnutt, Ph.D. (the “Employee”) with reference to the following facts:

LPATH, INC. AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • March 18th, 2014 • Lpath, Inc • Biological products, (no disgnostic substances) • California

Unless otherwise defined herein, the terms defined in the Amended and Restated 2005 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Award Agreement.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2014 • Lpath, Inc • Biological products, (no disgnostic substances) • California

This First Amendment (the “Amendment”) to Employment Agreement made effective as of February 6, 2006 (the “Agreement”), is made and entered into effective as of March 17, 2014 (the “Effective Date”), by and between Lpath, Inc., a Nevada corporation (the “Company”), and Gary J. G. Atkinson (“Employee”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Agreement.

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