0000806085-08-000142 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 18th, 2008 • Lehman Brothers Holdings Inc • Security brokers, dealers & flotation companies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of________, 2008, among Lpath, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 18th, 2008 • Lehman Brothers Holdings Inc • Security brokers, dealers & flotation companies

This Registration Rights Agreement (this “Agreement”) is made and entered into as of _______ __, 2008, between Lpath, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

SCHEDULE 13D JOINT FILING AGREEMENT
Joint Filing Agreement • August 18th, 2008 • Lehman Brothers Holdings Inc • Security brokers, dealers & flotation companies
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