Form of Warrant issued pursuant to the Securities Purchase Agreement



 Exhibit 4.10 
 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES
LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR LPATH, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES
UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. 
 WARRANT TO
PURCHASE 
 SHARES OF CLASS A COMMON STOCK 
 OF 
 LPATH, INC. 

Expires             , 2012 

			
	No.:	 	Number of Shares:        
	Date of Issuance:             , 2010	 	

 FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the undersigned, Lpath, Inc.,
a Nevada corporation (together with its successors and assigns, the “Issuer”), hereby certifies that                      or
its registered assigns is entitled to subscribe for and purchase, during the Term (as hereinafter defined), up to                     
(    ) shares (subject to adjustment as hereinafter provided) of the duly authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise price per share equal to the Warrant Price then
in effect, subject, however, to the provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used in this Warrant and not otherwise defined herein shall have the respective meanings specified in Section 9 hereof.

 1. Term. The term of this Warrant shall commence on Date of Issuance and shall expire at 5:00 p.m., eastern time, on
the second anniversary of the Date of Issuance (such period, the “Term”). 
 2. Method of Exercise; Payment;
Issuance of New Warrant; Transfer and Exchange. 
 (a) Time of Exercise. The purchase rights represented by this
Warrant may be exercised in whole or in part at any time during the Term. 
 (b) Method of Exercise. 

(i) The Holder hereof may exercise this Warrant, in whole or in part, by the surrender of this Warrant (with the exercise form attached
hereto duly executed) at the principal office of the Issuer, and by the payment to the Issuer of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant
Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (A) by certified or official bank check or by wire transfer to an 







 
account designated by the Issuer, (B) by “cashless exercise” in accordance with subsection (ii) of this Section 2(b), but only when there is no effective registration
statement under the Securities Act covering the resale of the shares of Common Stock issuable upon exercise hereof or (C) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. 

(ii) Cashless Exercise. Notwithstanding any provisions herein to the contrary, if at any time there is no effective registration
statement under the Securities Act covering the resale of the shares of Common Stock issuable upon exercise hereof, then in lieu of exercising this Warrant by payment of cash, the Holder may exercise this Warrant by a “cashless exercise”
and shall receive the number of shares of Common Stock computed using the following formula: 
  

					
		  	 X = Y- (A)(Y)
       B

			
	 Where
	  	X =	  	the number of shares of Common Stock to be issued to the Holder;
			
		  	Y =	  	the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being
exercised;
			
		  	A =	  	the Warrant Price; and
			
		  	B =	  	the Per Share Market Value of one share of Common Stock on the date of exercise.

 (c) Issuance of Stock Certificates. In the event of any exercise of the rights represented by this Warrant in accordance with and subject to the terms and conditions hereof, (i) certificates
for the shares of Warrant Stock so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding three (3) Trading Days after such exercise or, at the request of the Holder
(provided that a registration statement under the Securities Act providing for the resale of the Warrant Stock is then in effect), issued and delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf via
the Deposit Withdrawal Agent Commission System (“DWAC”) within a reasonable time, not exceeding three (3) Trading Days after such exercise, and the Holder hereof shall be deemed for all purposes to be the holder of the shares
of Warrant Stock so purchased as of the date of such exercise, and (ii) unless this Warrant has expired, a new Warrant representing the number of shares of Warrant Stock, if any, with respect to which this Warrant shall not then have been
exercised (less any amount thereof which shall have been canceled in payment or partial payment of the Warrant Price as hereinabove provided) shall also be issued to the Holder hereof at the Issuer’s expense within such time. 

(d) Transferability of Warrant. Subject to Section 2(f), this Warrant may be transferred by a Holder without the consent of
the Issuer. If transferred pursuant to this paragraph and subject to the provisions Section 2(f), this Warrant may be transferred on the books of the Issuer by the Holder hereof in person or by duly authorized attorney, upon surrender of this
Warrant at the principal office of the Issuer, properly endorsed (by the Holder executing an assignment in the form attached hereto) and upon payment of any necessary transfer tax or other 

  
 - 2 -









 
governmental charge imposed upon such transfer. This Warrant is exchangeable at the principal office of the Issuer for Warrants for the purchase of the same aggregate number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares of Warrant Stock as the Holder hereof shall designate at the time of such exchange. All Warrants issued on transfers or exchanges shall be dated the Date of Issuance
and shall be identical with this Warrant except as to the number of shares of Warrant Stock issuable pursuant hereto. 
 (e)
Continuing Rights of Holder. The Issuer will, at the time of or at any time after each exercise of this Warrant, upon the request of the Holder hereof, acknowledge in writing the extent, if any, of its continuing obligation to afford to such
Holder all rights to which such Holder shall continue to be entitled after such exercise in accordance with the terms of this Warrant, provided, that if any such Holder shall fail to make any such request, the failure shall not affect the
continuing obligation of the Issuer to afford such rights to such Holder. 
 (f) Compliance with Securities Laws.

 (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant or the shares of Warrant Stock to be
issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and not with a view to or in connection with a distribution, and that the Holder will not offer, sell or otherwise
dispose of this Warrant or any shares of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the Securities Act and any applicable state securities laws.

 (ii) Except as provided in paragraph (iii) below, this Warrant and all certificates representing shares of Warrant
Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form: 
 THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR LPATH, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. 
 (iii) The restrictions imposed by this subsection (f) upon the
transfer of this Warrant or the shares of Warrant Stock to be purchased upon exercise hereof shall terminate (A) when such Securities shall have been resold pursuant to an effective registration statement under the Securities Act, (B) upon
the Issuer’s receipt of an opinion of counsel, in form and substance reasonably satisfactory to the Issuer, addressed to the Issuer to the effect that such restrictions are no longer required to ensure compliance with the Securities Act and
state securities laws or (C)

  
 - 3 -









 
upon the Issuer’s receipt of other evidence reasonably satisfactory to the Issuer that such registration and qualification under the Securities Act and state securities laws are not
required, which shall be deemed to include a customary Rule 144 representation letter from the Holder. Whenever such restrictions shall cease and terminate as to any such Securities, the Holder thereof shall be entitled to receive from the Issuer
(or its transfer agent and registrar), without expense (other than applicable transfer taxes, if any), new Warrants (or, in the case of shares of Warrant Stock, new stock certificates) of like tenor not bearing the applicable legend required by
paragraph (ii) above relating to the Securities Act and state securities laws. 
 3. Stock Fully Paid; Reservation and
Listing of Shares; Covenants. 
 (a) Stock Fully Paid. The Issuer represents, warrants, covenants and agrees that all
shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise hereunder will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by or
through Issuer. The Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the purpose of the issue upon exercise of this Warrant a
sufficient number of shares of Common Stock to provide for the exercise of this Warrant. 
 (b) Reservation. If any
shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may
be so issued, the Issuer will in good faith use commercially reasonable efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. If the Issuer shall list any shares of Common Stock on any
securities exchange or market, it will, at its expense, list thereon, maintain and increase when necessary such listing of all shares of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder
(provided that such Warrant Stock has been registered pursuant to a then-effective registration statement under the Securities Act), and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock
which are at any time issuable hereunder, so long as any shares of Common Stock shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other Securities which the Holder of this
Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any Securities of the same class shall be listed on such securities exchange or market by the Issuer. 

(c) Covenants. The Issuer shall not by any action including, without limitation, amending the Articles of Incorporation or Bylaws
of the Issuer or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of Securities or any other action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will
at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof against impairment. Without limiting the generality of the
foregoing, the Issuer will (i) not permit the par value, if any, of its Common Stock to exceed the then-effective Warrant Price, (ii) not amend or modify any provision of the Articles of Incorporation or Bylaws of the Issuer in any manner
that would adversely affect the rights of the Holders of the Warrants, (iii) take all such action as may be reasonably necessary in order that the Issuer may validly and 

  
 - 4 -









 
legally issue fully paid and nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein or under applicable securities
laws) upon the exercise of this Warrant, and (iv) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be reasonably necessary to enable
the Issuer to perform its obligations under this Warrant. 
 (d) Loss, Theft, Destruction of Warrants. Upon receipt of
evidence satisfactory to the Issuer of the ownership of and the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security satisfactory to the Issuer or, in
the case of any such mutilation, upon surrender and cancellation of such Warrant, the Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the
same number of shares of Common Stock. 
 4. Adjustment of Warrant Price. The price at which shares of Common Stock for
which this Warrant is exercisable may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which
requires an adjustment pursuant to this Section 4 in accordance with Section 5. 
 (a) Recapitalization,
Reorganization, Reclassification, Consolidation, Merger or Sale. 
 (i) In case the Issuer after the Original Issue Date
shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or
(b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or
exchanged for securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital
Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any
time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in
lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had
exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. 

(ii) Notwithstanding anything contained in this Warrant to the contrary, a Triggering Event shall not be deemed to have occurred if,
prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and
reasonably satisfactory to, the Holder of this Warrant, (A) the 

  
 - 5 -









 
obligations of the Issuer under this Warrant (and if the Issuer shall survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Issuer
from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such securities, cash or property as, in accordance with the foregoing provisions of this subsection (a), such Holder shall be
entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, or in the alternative, a written acknowledgement executed by the
President or Chief Financial Officer of the Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable
to the securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. 
 (iii) Notwithstanding anything to the contrary, in the event of a Triggering Event that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under
the Exchange Act, or (3) a transaction with another Person not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market (each a “Qualifying Triggering
Event”), the Warrant Holder may exercise this Warrant by a “cashless exercise” pursuant to Section 2(b)(ii) regardless of whether there is an effective registration statement under the Securities Act covering the resale of
the shares of Common Stock issuable upon exercise the Warrant. In addition, the Company shall provide the Warrant Holder with prior notice of any Qualifying Triggering Event in accordance with Section 10 below to enable the Warrant Holder to
exercise this Warrant by a “cashless exercise” prior to the closing of the Qualifying Triggering Event. 
 (b)
Stock Dividends, Subdivisions and Combinations. If at any time the Issuer shall: 
 (i) take a record of the holders of
its Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, shares of Common Stock, 
 (ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or 
 (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, 
 then (1) the number of shares of Common Stock for which this Warrant is exercisable immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock
which a record holder of the same number of shares of Common Stock for which this Warrant is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event, and (2) the
Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the
number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment. 

  
 - 6 -









 (c) Reduction of Warrant Exercise Price by Issuer. If the Issuer at any time while
this Warrant is outstanding shall offer the Holder the opportunity to exercise this Warrant at a price per share less than the applicable Warrant Price (each, a “Special Warrant Offer”), then the Warrant Price then in effect shall
be reduced to the exercise price offered pursuant to the Special Warrant Offer. Notwithstanding anything to the contrary contained in this Warrant, any adjustment of the Warrant Price made pursuant to this paragraph shall not survive the expiration
of a Special Warrant Offer unless the Holder participates in such Special Warrant Offer (to the fullest extent permitted by the Issuer). 
 (d) Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the Warrant Price then in effect provided for in this
Section 4: 
 (i) When Adjustments to Be Made. The adjustments required by this Section 4 shall be made
whenever and as often as any specified event requiring an adjustment shall occur, except that any adjustment of the number of shares of Common Stock for which this Warrant is exercisable that would otherwise be required may be postponed (except in
the case of a subdivision or combination of shares of the Common Stock, as provided for in Section 4(b)) up to, but not beyond the date of exercise if such adjustment either by itself or with other adjustments not previously made adds or
subtracts less than one percent (1%) of the shares of Common Stock for which this Warrant is exercisable immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount (except as
aforesaid) which is postponed shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Section 4 and not previously made, would result in a minimum adjustment or on the date of exercise. For
the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. 
 (ii) Fractional Interests. In computing adjustments under this Section 4, fractional interests in Common Stock shall be taken into account to the nearest one one-hundredth (1/100th) of a share. 

(iii) When Adjustment Not Required. If the Issuer shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution to stockholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription
or purchase rights, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled. 

(e) Form of Warrant after Adjustments. The form of this Warrant need not be changed because of any adjustments in the Warrant
Price or the number and kind of Securities purchasable upon the exercise of this Warrant. 
 (f) Escrow of Warrant Stock.
If, after any property becomes distributable pursuant to this Section 4 by reason of the taking of any record of the holders of Common Stock, but prior to the occurrence of the event for which such record is taken, the Holder exercises this
Warrant, any shares of Common Stock issuable upon exercise by reason of such adjustment shall 

  
 - 7 -









 
be deemed the last shares of Common Stock for which this Warrant is exercised (notwithstanding any other provision to the contrary herein) and such shares or other property shall be held in
escrow for the Holder by the Issuer to be issued to the Holder upon and to the extent that the event actually takes place, upon payment of the current Warrant Price. Notwithstanding any other provision to the contrary herein, if the event for which
such record was taken fails to occur or is rescinded, then such escrowed shares shall be cancelled by the Issuer and escrowed property returned. 
 5. Notice of Adjustments. Whenever the Warrant Price shall be adjusted pursuant to Section 4 hereof (for purposes of this Section 5, each an “adjustment”), the Issuer shall
cause its Chief Financial Officer to prepare and execute a certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated (including a description
of the basis on which the Board made any determination hereunder), and the Warrant Price after giving effect to such adjustment, and shall cause copies of such certificate to be delivered to the Holder of this Warrant promptly after each adjustment.

 6. Fractional Shares. No fractional shares of Warrant Stock will be issued in connection with and exercise hereof. If
any fraction of a share of Common Stock would, except for the provisions of this Section, be issuable on the exercise hereof, the Issuer will (a) round down and issue to the Holder only the largest whole number of shares of Common Stock to
which the Holder is otherwise entitled if the fraction of a share otherwise issuable is less than one-half, or (b) round up and issue to the Holder one additional share of Common Stock in addition to the largest whole number of shares of Common
Stock to which the Holder is otherwise entitled, if the fraction of a share of Common Stock otherwise issuable is equal to or greater than one-half. The determination as to whether or not any fractional shares are issuable shall be based upon the
total number of shares of Common Stock for which warrants are being exercised at any one time by the Holder hereof, not upon each warrant being exercised. 
 7. Ownership Cap and Certain Exercise Restrictions. The Issuer shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant
to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the attached escrow form, such Holder (together with such Holder’s Affiliates, and any other person or entity acting as a
group together with such Holder or any of such Holder’s Affiliates), as set forth on the applicable exercise form, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but
shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by such Holder or any of its Affiliates and (B) exercise or conversion
of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by
such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder, it being acknowledged by a Holder that the Issuer is not representing to such Holder that such calculation is in compliance 

  
 - 8 -









 
with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in
this Section 7 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which a portion of this Warrant is exercisable shall be in the sole
discretion of a Holder, and the submission of an exercise form shall be deemed to be each Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of
which portion of this Warrant is exercisable, in each case subject to such maximum Beneficial Ownership Limitation set forth below, and the Issuer shall have no obligation to verify or confirm the accuracy of such determination. In addition, a
determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 7, in determining the
number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Issuer’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public
announcement by the Issuer or (z) any other notice by the Issuer or the Issuer’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Issuer shall within two
Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Issuer, including this Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the
number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant; provided, however, that if the Holder and its Affiliates collectively beneficially own
more than 4.99% of the shares of the Issuer’s Common Stock as calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder as of the Date of Issuance, then the “Beneficial
Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant. The Beneficial Ownership Limitation provisions
of this Section 7 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Issuer to change the Beneficial Ownership Limitation to 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant, and the provisions of this Section 7 shall continue to apply. Upon such a change of the Beneficial Ownership Limitation (either
as of the Date of Issuance or by such Holder’s wavier) from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder. The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of this Section 7 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein
contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. 

8. Reserved. 
 9. Definitions. For the purposes of this Warrant, the following terms have the following meanings: 

  
 - 9 -









 “Affiliate” means any Person that, directly or indirectly through one or
more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 144 under the Securities Act. 
 “Articles of Incorporation” means the Articles of Incorporation of the Issuer as in effect on the Original Issue Date, and as hereafter from time to time amended, modified, supplemented
or restated in accordance with the terms hereof and thereof and pursuant to applicable law. 
 “Board” shall
mean the Board of Directors of the Issuer. 
 “Capital Stock” means and includes (i) any and all shares,
interests, participations or other equivalents of or interests in (however designated) corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests (whether general or limited) in any
Person which is a partnership, (iii) all membership interests or limited liability company interests in any limited liability company, and (iv) all equity or ownership interests in any Person of any other type. 

“Common Stock” means the Class A Common Stock, par value $0.001 per share, of the Issuer and any other Capital
Stock into which such stock may hereafter be changed. 
 “Exchange Act” means the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder. 
 “Governmental Authority” means any
governmental, regulatory or self-regulatory entity, department, body, official, authority, commission, board, agency or instrumentality, whether federal, state or local, and whether domestic or foreign. 

“Holders” mean the Persons who shall from time to time own any Warrant. The term “Holder” means one of the
Holders. 
 “Issuer” means Lpath, Inc., a Nevada corporation, and its successors. 

“Majority Holders” means at any time the Holders of Warrants exercisable for a majority of the shares of Warrant Stock
issuable under the Warrants at the time outstanding. 
 “OTC Bulletin Board” means the over-the-counter
electronic bulletin board. 
 “Outstanding Common Stock” means, at any given time, the aggregate amount of
outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of
Common Stock that are outstanding at such time. 
 “Person” means an individual, corporation, limited liability
company, partnership, joint stock company, trust, unincorporated organization, joint venture, Governmental Authority or other entity of whatever nature. 

  
 - 10 -









 “Per Share Market Value” means on any particular date (a) the closing
bid price per share of the Common Stock on such date on any registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on
the date nearest preceding such date, or (b) if the Common Stock is not listed then on any registered national stock exchange, the closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin
Board or in the Pink Sheets, LLC (or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the Pink
Sheets, LLC (or similar organization or agency succeeding to its functions of reporting prices), then the average of the “Pink Sheet” quotes for the relevant conversion period, as determined in good faith by the Holder, or (d) if the
Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by the Board in good faith. 
 “Purchase Agreement” means the Securities Purchase Agreement dated as of November 16, 2010, by and among the Issuer and the purchasers listed therein. 

“Securities” means any debt or equity securities of the Issuer, whether now or hereafter authorized, any instrument
convertible into or exchangeable for Securities or a Security, and any option, warrant or other right to purchase or acquire any Security. “Security” means one of the Securities. 

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute then in effect.

 “Subsidiary” means any corporation at least 50% of whose outstanding Voting Stock shall at the time be owned
directly or indirectly by the Issuer or by one or more of its Subsidiaries, or by the Issuer and one or more of its Subsidiaries. 
 “Term” has the meaning specified in Section 1 hereof. 

“Trading Day” means (a) a day on which the Common Stock is traded on any registered national stock exchange, or
(b) if the Common Stock is not traded on any registered national stock exchange, a day on which the Common Stock is traded on the OTC Bulletin Board, or (c) if the Common Stock is not traded on the OTC Bulletin Board, a day on which the
Common Stock is quoted in the over-the-counter market as reported by the Pink Sheets, LLC (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the Common Stock
is not listed or quoted as set forth in (a), (b) and (c) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are
authorized or required by law or other government action to close. 
 “Trading Market” means the following
markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or
the OTC Bulletin Board. 

  
 - 11 -









 “Voting Stock” means, as applied to the Capital Stock of any corporation,
Capital Stock of any class or classes (however designated) having ordinary voting power for the election of a majority of the members of the Board of Directors (or other governing body) of such corporation, other than Capital Stock having such power
only by reason of the happening of a contingency. 
 “VWAP” means, for any date, the price determined by the
first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market
on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time); (b) if the OTC Bulletin Board is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then quoted for trading on the OTC Bulletin Board and if prices for the Common Stock
are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (d) in
all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchaser and reasonably acceptable to the Issuer, the fees and expenses of which shall be paid by the Issuer.

 “Warrants” means the Warrants issued and sold pursuant to the Purchase Agreement, including, without
limitation, this Warrant, and any other warrants of like tenor issued in substitution or exchange for any thereof pursuant to the provisions of Section 2(c) or 2(d) hereof or of any of such other Warrants. 

“Warrant Price” initially means U.S. $1.00 per Warrant Stock, as such price may be adjusted from time to time pursuant
to the terms of this Warrant, including Section 4 hereto. 
 “Warrant Share Number” means at any time the
aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof. 

“Warrant Stock” means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to
any Warrant or Warrants. 
 10. Other Notices. In case at any time: 

(a) the Issuer shall make any distributions to the holders of Common Stock; or 

(b) the Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of
Capital Stock of any class or other rights; or 
 (c) there shall be any reclassification of the Capital Stock of the Issuer; or

 (d) there shall be any capital reorganization by the Issuer; or 

  
 - 12 -









 (e) there shall be any (i) consolidation or merger involving the Issuer or
(ii) sale, transfer or other disposition of all or substantially all of the Issuer’s property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its shares of Capital
Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or 
 (f) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Issuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; 

then, in each of such cases, the Issuer shall give written notice to the Holder of the date on which (i) the books of the Issuer shall close or a
record shall be taken for such dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place. Such
notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or
other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in
question and not less than ten (10) days prior to the record date or the date on which the Issuer’s transfer books are closed in respect thereto. This Warrant does not entitle the Holder to any voting rights or others rights as a
stockholder of the Issuer prior to exercise and payment of the Warrant Price in accordance with Section 2 hereof. 
 11.
Amendment and Waiver. Any term, covenant, agreement or condition in this Warrant may be amended, or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), by a written
instrument or written instruments executed by the Issuer and the Majority Holders; provided, however, that no such amendment or waiver shall reduce the Warrant Share Number, increase the Warrant Price, shorten the period during which
this Warrant may be exercised or modify any provision of this Section 11 without the consent of the Holder of this Warrant. 
 12. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. 

13. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earlier of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified for notice prior to 5:00 p.m., eastern time,
on a Trading Day, (ii) the Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be with respect to the Holder of this Warrant or of Warrant Stock issued pursuant hereto, addressed to such Holder at its last known 

  
 - 13 -









 
address or facsimile number appearing on the books of the Issuer maintained for such purposes, or with respect to the Issuer, addressed to: 

6335 Ferris Square, Suite A 
 San Diego, CA 92121 
 Attention: Scott Pancoast, CEO 

Fax: (858) 678-0900 
 Copies of notices to the Holder shall be sent as set forth on the signature page to the Purchase Agreement. 
 Any party hereto may from time to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other party hereto. 

14. Warrant Agent. The Issuer may, by written notice to each Holder of this Warrant, appoint an agent for the purpose of issuing
shares of Warrant Stock on the exercise of this Warrant, exchanging this Warrant or replacing this Warrant, in each case pursuant to the terms hereof, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case
may be, shall be made at by such agent at the office of such agent. 
 15. Remedies. The Issuer stipulates that the
remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Issuer in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent
permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. 

16. Successors and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the
successors and assigns of the Issuer, the Holder hereof and (to the extent provided herein) the Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any such Holder or Holders of Warrant Stock. 

17. Modification and Severability. If, in any action before any court or agency legally empowered to enforce any provision
contained herein, any provision hereof is found to be unenforceable, then such provision shall be deemed modified to the extent necessary to make it enforceable by such court or agency. If any such provision is not enforceable as set forth in the
preceding sentence, the unenforceability of such provision shall not affect the other provisions of this Warrant, but this Warrant shall be construed as if such unenforceable provision had never been contained herein. 

18. Headings. The headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose,
be deemed a part of this Warrant. 

  
 - 14 -









 IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and year first above
written. 
  

			
	LPATH, INC.
		
	By	 	  

		 	Name:
		 	Title:









 EXERCISE FORM 
 LPATH, INC. 
 The undersigned
                    , pursuant to the provisions of the within Warrant, hereby elects to purchase      shares of
Common Stock of Lpath, Inc. covered by the within Warrant. 
  

							
	Dated:                     	 		 	Signature	 	  

				
		 		 	Address	 	                             
                                         
  
		 		 		 	                             
                                         
  

 ASSIGNMENT 
 FOR VALUE RECEIVED,                      hereby sells, assigns and transfers unto
                     the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint
                    , attorney, to transfer the said Warrant on the books of the within named corporation. 

 

							
	Dated:                     	 		 	Signature	 	  

				
		 		 	Address	 	                             
                                         
  
		 		 		 	                             
                                         
  

 PARTIAL ASSIGNMENT 
 FOR VALUE RECEIVED,                      hereby sells, assigns and transfers unto
                     the right to purchase
                     shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute
and appoint                     , attorney, to transfer that part of the said Warrant on the books of the within named corporation.

  

							
	Dated:                     	 		 	Signature	 	  

				
		 		 	Address	 	                             
                                         
  
		 		 		 	                             
                                         
  

 FOR USE BY THE ISSUER ONLY: 
 This Warrant No. W-     canceled (or transferred or exchanged) this      day of
                ,         , shares of Common Stock issued therefor in the name of
                    , Warrant No. W-         issued for      shares
of Common Stock in the name of                     .