0001104659-05-059403 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION AMONG NEIGHBORHOOD CONNECTIONS, INC., NEIGHBORHOOD CONNECTIONS ACQUISITION CORPORATION AND LPATH THERAPEUTICS INC.
Merger Agreement • December 6th, 2005 • Lpath Inc • Blank checks • Nevada

This Agreement and Plan of Reorganization (hereinafter the “Agreement”) is entered into effective as of this 15th day of July, 2005, by and among Neighborhood Connections, Inc., a Nevada corporation (hereinafter “NCI”); Neighborhood Connections Acquisition Corporation, a newly-formed Nevada corporation (hereinafter “NCI Sub”); Ruth Selmon, the principal stockholder and founder of NCI (hereinafter the “Founder”); and Lpath Therapeutics Inc., a Delaware corporation (hereinafter “Lpath”).

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Consultant Agreement dated September 1, 2005 between Lpath Therapeutics Inc. and Roger Sabbadini
Consultant Agreement • December 6th, 2005 • Lpath Inc • Blank checks • California

THIS CONSULTANT AGREEMENT (“Agreement”) is entered into as of September 1, 2005 (“Effective Date”), by and between Roger Sabbadini (“Consultant”) with Social Security number ###-##-#### and Lpath Therapeutics, Inc., a Delaware corporation (the “Company”). In consideration of the retention of Consultant as scientific Consultant and private contractor to the Company, and of the compensation received by Contractor from the Company, the Company and Contractor hereby agree as follows:

Research Agreement dated January 28, 2004 between Medlyte, Inc. and San Diego State University together with Amendments No. 1 and No.2
Research Agreement • December 6th, 2005 • Lpath Inc • Blank checks • California

Change authorized representative for the University from Joe Vasquez, Associate Vice President of Business Enterprises to Scott Burns, Associate Vice President, Enterprise Operations.

Assignment Agreement dated June 9, 2005 between Lpath Therapeutics Inc. and LPL Technologies, Inc.
Assignment Agreement • December 6th, 2005 • Lpath Inc • Blank checks • California

This ASSIGNMENT AGREEMENT (the “Agreement”) is entered as of the 9th day of June 2005 by and between Lpath Therapeutics, Inc., a Delaware corporation (“Buyer”), and LPL Technologies, Inc., a Delaware corporation (“Seller”).

CONSULTANT AGREEMENT
Consultant Agreement • December 6th, 2005 • Lpath Inc • Blank checks • California

THIS CONSULTANT AGREEMENT (“Agreement”) is entered into as of July 1, 2005 (“Effective Date”), by and between William Garland (“Consultant”) with Social Security number ###-##-#### and Lpath Therapeutics, Inc., a Delaware corporation (the “Company”). In consideration of the retention of Consultant as scientific Consultant and private contractor to the Company, and of the compensation received by Contractor from the Company, the Company and Contractor hereby agree as follows:

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