X0303 4 2009-02-09 0 0001251769 LPATH, INC LPTN 0001347073 Sabbadini Roger Allen C/O LPATH, INC. 6335 FERRIS SQUARE, SUITE A SAN DIEGO CA 92121 0 1 0 0 VP & Chief Scientific Officer Restricted Stock Units 0 2009-02-09 4 A 0 50000 0 A Class A Common Stock 50000 50000 D Each Restricted Stock Unit represents a contingent right to receive one share of Lpath, Inc. Class A Common Stock. The Restricted Stock Units were granted to the reporting person pursuant to the Lpath, Inc. Amended and Restated 2005 Equity Incentive Plan and are subject to a vesting schedule described in footnote (3) below. The Restricted Stock Units will vest over four years. Twenty-five percent of the Restricted Stock Units will vest upon the expiration of one year following the date of the grant, and the remaining seventy-five percent will vest in 12 equal quarterly installments thereafter. Vested shares will be delivered to the reporting person on the fifth anniversary of the date of grant or upon an earlier termination of the reporting person's service to Lpath, Inc., disability, death, or sale of Lpath, Inc. /s/ Roger Sabbadini 2009-02-11