Exhibit 10.8
ASSIGNMENT AND ASSUMPTION AGREEMENT
(this “Agreement”), dated as of December 1, 2005,
by and between LPATH THERAPEUTICS INC., a Delaware corporation
(“Subsidiary”), and LPATH, INC., a Nevada
corporation (formerly known as Neighborhood Connections, Inc.)
(“Parent”).
WHEREAS, Subsidiary, Parent and Neighborhood
Connections Acquisition Corporation (“Neighborhood
Sub”) entered into a Agreement and Plan of Reorganization,
dated as of July 15, 2005 (the “Merger
Agreement”), pursuant to which Parent acquired Subsidiary
through a reverse triangular merger in which Neighborhood Sub, a
wholly owned subsidiary of Parent formed solely for the purpose of
facilitating the acquisition, merged with and into Subsidiary,
which was the surviving corporation and became wholly owned by
Parent (the “Merger”).
WHEREAS, in connection with and as a condition
to the closing of the Merger, Subsidiary raised approximately $6
million in gross proceeds from the closing of a private placement
of units consisting of two shares of Subsidiary common stock and a
warrant exercisable to purchase Subsidiary common stock (the
“Private Placement”), which occurred immediately prior
to the Merger;
WHEREAS, in connection with the Private
Placement, Subsidiary entered into certain agreements with the
investors in the units, in particular, that certain (i) Common
Stock and Warrant Purchase Agreement, dated as of November 30,
2005 by and between Subsidiary and each of the investors in the
Private Placement (the “Purchase Agreement”),
(ii) Registration Rights Agreement, dated as of
November 30, 2005 by and between Subsidiary and each of the
investors in the Private Placement (the “Registra
