Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2015

Lightwave Logic, Inc.

(Exact name of registrant as specified in its charter)



Nevada	0-52567	82-049-7368
(State or other jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)



1831 Lefthand Circle, Suite C, Longmont, CO		80501
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (720) 340-4949

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

See Item 3.02 below.

Item 3.02 Unregistered Sales of Equity Securities.

On December 30, 2015 (the “Closing Date”), Lightwave Logic, Inc., a Nevada corporation (the “Company”) completed a Regulation D Rule 506 private placement offering solely to accredited investors of units, with each unit consisting of 82,866 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) and a warrant (each, a “Warrant”) to purchase 82,866 shares of Common Stock at $0.80 per share (each, a “Unit”), for $50,000 per Unit, or approximately $0.60 per share of Common Stock. The Company also simultaneously completed a Regulation S private placement offering of Units having the same terms as the Regulation D offering. In total, the Company sold 50 Units for total proceeds to the Company in the offering equal to $2,500,000. Immediately prior to the commencement of the offering, the Company had 61,253,780 shares issued and outstanding, and after the issuance of 4,143,300 shares in the aggregate pursuant to the offering, or 6.76% of the total issued and outstanding immediately prior to the commencement of such offering, the Company has 65,231,348 shares issued and outstanding as of the date of this Report. The Company sold 4,143,300 Warrants in the offering, which, for the avoidance of any doubt, were a part of the Units sold.

In connection with the offering, each investor executed a subscription agreement in the forms of Exhibit 10.1 and Exhibit 10.2, attached hereto, as applicable. The subscription agreements contain registration rights whereby the Company shall, within sixty (60) calendar days from the Closing Date, register the Common Stock and the shares of Common Stock underlying the Warrants by filing a registration statement with the Securities and Exchange Commission. The Warrants shall expire on the fifth (5th) anniversary of the date of subscription, and the forms of Warrant are attached hereto as Exhibit 10.3 and Exhibit 10.4. The offering was made directly by the Company and no underwriter or placement agent was engaged by the Company. The Company expects to use 60% of the proceeds from the offering for research and development and 40% for working capital purposes.

The foregoing descriptions of the offering does not purport to be complete, and is qualified in its entirety by reference to the forms of subscription agreement attached hereto as Exhibit 10.1 and Exhibit 10.2, and the forms of Warrant attached hereto as Exhibit 10.3 and Exhibit 10.4, each of which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits:



EXHIBIT NO.	DESCRIPTION	LOCATION
10.1	Form of Regulation D Subscription Agreement	Provided herewith
10.2	Form of Regulation S Subscription Agreement	Provided herewith
10.3	Form of Regulation D Warrant	Provided herewith
10.4	Form of Regulation S Warrant	Provided herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 31, 2015


LIGHTWAVE LOGIC, INC.

By:	/s/ James S. Marcelli
Name:	James S. Marcelli
Title:	President and Chief Operating Officer

EXHIBIT 10.1

[lwlg_ex10z1002.gif]

SUBSCRIPTION DOCUMENTS

Up to $3,000,000 in Units*

(60 Units comprised of 82,866 shares of Common Stock and a Warrant to purchase 82,866 shares of Common Stock at $0.80 per share)


Offering Price: $50,000 per Unit	Minimum Subscription: One Unit
	(unless waived by the Company)

November 10, 2015


Offeree_____________________	Document No.______

* The Company reserves the right to increase the amount of the Offering up to $5,000,000 in Units at its sole discretion.

Page 1

LIGHTWAVE LOGIC, INC.

SUBSCRIPTION DOCUMENTS

FOR U.S. PURCHASERS

FOR

UP TO $3,000,000

IN UNITS*

(EACH UNIT IS COMPRISED OF 82,866 SHARES OF COMMON STOCK AND A WARRANT TO PURCHASE 82,866 SHARES OF COMMON STOCK AT $0.80 PER SHARE)

This Subscription Packet Contains:

Subscriber Instructions

Subscription Agreement

III

Investor Questionnaire

Name of Purchaser: _________________________________________________

State of Residence: _________________________________________________

Purchaser’s Telephone Number: _______________________________________

Purchaser’s Facsimile Number: _______________________________________

Date of Subscription: _______________________________________________

Number of Units Subscribed For: ______________________________________

Purchase Price Per Unit (each Unit consists of 82,866 shares of Common Stock of Lightwave Logic, Inc. and a Warrant to purchase 82,866 shares of Common Stock at $0.80 per share): $50,000

(Minimum purchase is for one (1) Unit unless waived by the Company)

Aggregate Purchase Price: $__________________________________________

SUBSCRIPTION PROCEDURES

Complete and sign the enclosed Subscription Documents in accordance with the instructions below and return them to: Lightwave Logic, Inc., 1831 Lefthand Circle, Suite C, Longmont, Colorado, USA, with your payment by either (a) a check or money order payable in United States currency to: “Lightwave Logic, Inc.” in the applicable subscription amount or (b) a wire transfer of immediately available funds to the bank account specified and in accordance with the domestic wire instructions set forth below:

Bank Name: Wells Fargo

Bank Location: 2011 Concord Pike

Wilmington, Delaware, 19803

USA

Phone: 302-421-7509

Fax: 302-421-7838

Routing Number: 121000248

Account Number: 2000012127160

Name on Account: Lightwave Logic, Inc.

* The Company reserves the right to increase the amount of the Offering up to $5,000,000 in Units at its sole discretion.

Page 2

[lwlg_ex10z1004.gif]

I. SUBSCRIBER INSTRUCTIONS

Page 3

IF YOU WISH TO SUBSCRIBE, PLEASE CAREFULLY FOLLOW THE INSTRUCTIONS BELOW. SUBSCRIPTION DOCUMENTS THAT ARE MISSING REQUESTED INFORMATION OR SIGNATURES CANNOT BE CONSIDERED UNTIL SUCH INFORMATION AND SIGNATURES ARE PROVIDED. ALL SUCH INFORMATION WILL BE TREATED CONFIDENTIALLY.

SUBSCRIPTION DOCUMENTS

One purpose of the Subscription Documents is to provide the Company with sufficient information in connection with its intended reliance upon certain exemptions from the registration and qualification requirements of federal and state securities laws and to determine whether you meet the minimum legal requirements under such laws to purchase securities in this offering. The Company will be relying on the representations and warranties made in the Subscription Documents and on the information supplied.

SUBSCRIPTION AGREEMENT: The Subscription Agreement must be fully completed by the prospective purchaser on the signature page thereto. The completed Subscription Agreement must be signed by the prospective purchaser and dated. A form of the Warrant is attached to the Subscription Agreement as Exhibit A thereto, which, upon issuance and only after the Company has accepted your subscription, will be signed by the Company only (you do not need to execute the Warrant).

INVESTOR QUESTIONNAIRE: The Investor Questionnaire must be fully completed by any prospective purchaser, signed by the prospective purchaser and dated. Each purchasing entity must attach to the Investor Questionnaire a copy of its charter or other governing instrument as well as appropriate evidence of its power and authority to purchase securities in this offering.

IF YOU WISH TO RETAIN A COPY OF THESE SUBSCRIPTION DOCUMENTS FOR YOUR RECORDS, PLEASE MAKE A COPY OF THE FULLY COMPLETED SUBSCRIPTION DOCUMENTS PRIOR TO SUBMITTING THEM TO THE COMPANY.

Page 4

[lwlg_ex10z1006.gif]

II. SUBSCRIPTION AGREEMENT

Page 5

LIGHTWAVE LOGIC, INC.

SUBSCRIPTION AGREEMENT

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.

THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

LIGHTWAVE LOGIC, INC.

1831 LEFTHAND CIRCLE, SUITE C

LONGMONT, COLORADO 80501

USA

(720) 340-4949

Ladies/Gentlemen:

Lightwave Logic, Inc., a Nevada corporation (the "Company") is selling up to $3,000,000 in Units, that is, sixty (60) Units, however the Company reserves the right to increase the amount of the Offering up to $5,000,000 in Units at its sole discretion. Each Unit is comprised of 82,866 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and a warrant (referred to herein individually as a “Warrant” and collectively as the “Warrants”) to purchase 82,866 shares of Common Stock at $0.80 per share, in the form of Exhibit A attached hereto. All subscription funds will immediately be deposited by the Company in its regular bank account, and the Company shall apply the funds as disclosed herein.

Capitalized terms not defined herein shall have those meanings set forth in the Offering Term Sheet dated November 10, 2015 of which this Subscription Agreement is made a part (the “Offering Term Sheet”).

Subscription.

1.1

The undersigned hereby subscribes for the number of Units set forth on the signature page below at a purchase price of $50,000 per Unit. The minimum purchase is one (1) Unit. The Company reserves the right to waive such one (1) Unit minimum purchase requirement, and as such, may issue fractions of Units at its sole discretion. The Company reserves the right to raise more than $3,000,000 up to $5,000,000 in Units and to thereby issue greater than sixty (60) Units at any time at its sole discretion.

1.2

1.3

The subscription amount tendered by the undersigned will be deposited by the Company in its regular bank account when received, and may be used immediately by the Company pursuant to the terms of this Subscription Agreement. No trust, escrow, or similar account will be established pending the sale of the Units. There is no minimum number of Units the Company must sell. No funds will be returned regardless of how many or how few Units are sold.

Page 6

1.4

The Company will utilize the subscription funds received from this offering in accordance with the use of proceeds described in the Company’s Offering Term Sheet provided to the undersigned by the Company in connection with this offering.

Subscriber’s Acknowledgments and Agreements.

The undersigned understands, acknowledges and agrees that:

2.1

This subscription may be accepted or rejected in whole or in part by the Company, in its sole discretion.

2.2

Except as provided under applicable state securities laws, this subscription is and shall be irrevocable except that (i) the undersigned’s execution and delivery of this Subscription Agreement will not constitute an agreement between the Company and the undersigned until this Subscription Agreement is accepted on behalf of the Company and, if not so accepted, the undersigned’s subscription and obligations hereunder will terminate and (ii) the undersigned can, at any time prior to acceptance of this Subscription Agreement, request in writing that the undersigned be released from the obligations hereunder (and the Company may, but need not, in its discretion, elect to release the undersigned from the subscription and from such obligations).

2.3

No federal or state agency has made any finding or determination as to the fairness of the terms of this offering. These securities have not been recommended or endorsed by any federal or state securities commission or regulatory agency.

2.4

Because neither the Units, nor the securities contained within the Units have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws, the undersigned is aware that any resale inconsistent with the Securities Act may create liability on the undersigned’s part and/or the part of the Company, and agrees not to assign, sell, pledge, transfer or otherwise dispose of or transfer any such Units or securities contained within the Units, unless registered under the Securities Act and applicable state securities laws, or an opinion is given by counsel satisfactory to the Company that such registration is not required.

2.5

The undersigned acknowledges and agrees that neither the Units, nor the securities contained within the Units, have been registered under the Securities Act, that there can be no assurance that there will be any market for the Units, or the securities contained within the Units, in the foreseeable future, and that, as a result, the undersigned must be prepared to bear the economic risk of his investment for an indefinite period of time.

Subscriber’s Representations and Warranties.

The undersigned hereby represents and warrants as follows:

3.1

The undersigned is acquiring the Units for the undersigned’s own account for investment, not for the interest of any other person, not for resale to any other person and not with a view to or in connection with a sale or distribution.

3.2

All information furnished in the Investor Questionnaire completed by the undersigned is true and correct in all respects.

3.3

The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Company will not cause such overall commitment to become excessive. The undersigned has adequate net worth and means of providing for current needs and personal contingencies to sustain a complete loss of the undersigned’s investment in the Company, and the undersigned has no need for liquidity in this investment.

Page 7

3.4

The undersigned has substantial knowledge and experience in making investment decisions of this type and is capable of evaluating the merits and risks of this investment.

3.5

The undersigned has had an opportunity to ask questions of and receive answers from representatives of the Company with respect to this offering. The Company has provided the undersigned with all documents requested and has provided answers to all of the undersigned’s questions relating to an investment in the Company. In addition, the undersigned has had an opportunity to discuss this investment with representatives of the Company and to ask questions of them.

3.6

The undersigned is acquiring the Units and has been furnished with the Company’s Offering Term Sheet. The undersigned has not been furnished with any other prospectus or offering literature.

3.7

The undersigned understands that an investment in the Company is speculative and involves a high degree of risk, and the undersigned has carefully reviewed and is aware of all of the risk factors related to the purchase of the Units.

3.8

If this Subscription Agreement is executed and delivered on behalf of a partnership, trust, corporation or other entity: the undersigned has been duly authorized to execute and deliver this Subscription Agreement, the Investor Questionnaire, and all other documents and instruments (if any) executed and delivered on behalf of such entity in connection with its purchase of Units subscribed for.

3.9

The Company and the other purchasers are relying on the truth and accuracy of the declarations, representations and warranties herein made by the undersigned. Accordingly, the foregoing representations and warranties and undertakings are made by the undersigned with the intent that they may be relied upon in determining his/her suitability as a purchaser. The undersigned agrees that such representations and warranties shall survive the acceptance of the undersigned as a purchaser, and the undersigned indemnifies and agrees to hold harmless, the Company and each other purchaser from and against all damages, claims, expenses, losses or actions resulting from the untruth of any of the warranties and representations contained in this Subscription Agreement.

3.10

The foregoing representations and warranties are true as of the date of this Subscription Agreement and shall be true as of the date the Company issues and sells Units to the undersigned. If such representations and warranties shall not be true in any respect prior to such date, the undersigned will give prompt written notice of such fact to the Company.

Registration Rights

4.1

The Company shall within sixty (60) calendar days from the Closing Date register the Registrable Securities (as defined below) being issued pursuant to this Subscription Agreement by preparing and filing one registration statement (the “Registration Statement”), or if necessary more than one registration statement, of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of the Registration Statement by the United States Securities and Exchange Commission (the "SEC").

4.2

The undersigned subscriber and its counsel shall have a reasonable opportunity to review and comment upon the Registration Statement or amendment thereto and any related prospectus prior to its filing with the SEC. The undersigned subscriber shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use commercially reasonable efforts to have the Registration Statement or amendment declared effective by the SEC at the earliest possible date. The Company shall use commercially reasonable efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the undersigned may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144(b)(1)(i) promulgated under the Securities Act (or successor thereto).

Page 8

The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

“Registrable Securities” means, as of any date of determination, (a) all shares of Common Stock issued pursuant to this Subscription Agreement, (b) all shares of Common Stock underlying Warrants issued pursuant to this Subscription Agreement and (c) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the SEC under the Securities Act and such Registrable Securities have been disposed of by the holder of the Registrable Securities in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Company’s transfer agent and the affected holder of the security (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate (as such terms are used in and construed under Rule 405 under the Securities Act) of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company.

Governing Law; Arbitration; Venue.

5.01.

This Subscription Agreement and all rights and obligations hereunder shall be deemed to be made under and governed by the laws of the State of Nevada applicable to agreements made and to be performed entirely within such State, without reference to such State's laws regarding the conflict of laws.

5.02

Any dispute or difference with respect to any matter arising out of or in connection with this Subscription Agreement shall first be submitted for arbitration to the American Arbitration Association.

5.03

Any litigation arising hereunder shall be instituted only in Denver, Colorado, USA. All parties agree that venue shall be proper in Denver, Colorado, USA for all such legal or equitable proceedings.

[Remainder of page intentionally left blank. Signatures to follow.]

Page 9

Date: _____________________________________________________________

Number of Units Subscribed For: _______________________________________

Purchase Price Per Unit: $50,000

(Minimum purchase is One (1) Unit unless waived by the Company)

Aggregate Purchase Price: $___________________________________________

_________________________

Taxpayer I.D. Number

As (check one) Individual _____ Tenants in Common _____ Existing Partnership _____ Joint Tenants _____ Corporation _____ Trust _____ Minor with Adult Custodian under UGMA _____

Subscriber’s name and business

address (please type or print)

____________________________

_____________________________

__________________________

Signature of Subscriber

Capacity in which signed:

Subscriber’s mailing address

(if different than business address)

____________________________

Taxpayer I.D. Number of Co-Subscriber

Co-Subscriber’s name and business

address (please type or print)

_____________________________

____________________________

Signature of Co-Subscriber

Co-Subscriber’s mailing address

(if different than business address)

_____________________________

Accepted:

LIGHTWAVE LOGIC, INC.

By: _________________________

Date: ________________________

Title: ________________________

Page 10

EXHIBIT A

[FORM OF WARRANT]

Page 11

[lwlg_ex10z1008.gif]

III. INVESTOR QUESTIONNAIRE

Page 12

INVESTOR QUESTIONNAIRE

LIGHTWAVE LOGIC, INC.

Confidential Investor Questionnaire

To:

Lightwave Logic, Inc.

Lightwave Logic, Inc., a Nevada corporation (the “Company”), is offering (the “Offering”), pursuant to an accompanying Subscription Agreement (the “Subscription Agreement”), Units comprised of shares of its common stock, par value $0.001 per share (the “Shares”) and a warrants purchase shares of common stock (the “Warrants”, and together with the Shares, the “Securities”).

The undersigned subscriber (the “Subscriber”) represents and warrants that he, she or it comes within one category marked below, and that for any category marked, he, she or it has truthfully set forth, where applicable, the factual basis or reason the Subscriber comes within that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL EXCEPT AS NECESSARY FOR THE COMPANY TO COMPLY WITH LAW AND/OR ANY RULES PROMULGATED BY ANY REGULATORY AGENCY. The undersigned shall furnish any additional information which the Company deems necessary in order to verify the answers set forth below.

Category A______

The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, presently exceeds $1,000,000.

Explanation. In calculating net worth you may include equity in personal property and real estate (other than the value, after deducting mortgage obligations, of Subscriber’s principal residence which may not be included in such net worth calculation), cash, short-term investments, stock and securities. Equity in personal property and real estate should be based on the fair market value of such property less debt secured by such property.

Category B______

The undersigned is an individual (not a partnership, corporation, etc.) who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with his or her spouse in excess of $300,000 in each of those years (in each case including foreign income, tax exempt income and full amount of capital gains and losses but excluding any income of other family members and any unrealized capital appreciation) and has a reasonable expectation of reaching the same income level in the current year.

Category C______

The undersigned is a director or executive officer of the Company, which is issuing and selling the Shares.

Category D______

The undersigned is a bank; a savings and loan association; insurance company; registered investment company; registered business development company; licensed small business investment company (“SBIC”); or employee benefit plan within the meaning of Title 1 of ERISA and (a) the investment decision is

Page 13

made by a plan fiduciary which is either a bank, savings and loan association, insurance company or registered investment advisor, or (b) the plan has total assets in excess of $5,000,000 or is a self directed plan with investment decisions made solely by persons that are accredited investors.

________________________________________________

(describe entity)

Category E______

The undersigned is a private business development company as defined in section 202(a)(22) of the Investment Advisors Act of 1940.

________________________________________________

(describe entity)

Category F______

The undersigned is either a corporation, partnership, Massachusetts business trust, or non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code, in each case not formed for the specific purpose of acquiring the Shares and with total assets in excess of $5,000,000.

________________________________________________

(describe entity)

Category G

The undersigned is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, where the purchase is directed by a “sophisticated person” as defined in Regulation 506(b)(2)(ii) under the Securities Act of 1933.

________________________________________________

Category H

The undersigned is an entity (other than a trust) all the equity owners of which are “accredited investors” within one or more of the above categories. If relying upon this Category alone, each equity owner must complete a separate copy of this Questionnaire.

________________________________________________

(describe entity)

Category I

The undersigned is not within any of the categories above and is therefore not an accredited investor.

For purposes hereof, “individual income” means adjusted gross income less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse): (i) the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction claimed for depletion under Section 611 et

Page 14

seq. of the Code, and (iv) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 12.02 of the Code.

The undersigned agrees that the undersigned will notify the Company at any time on or prior to the execution of the Subscription Agreement or this Questionnaire in the event that the representations and warranties in the Subscription Agreement or in this Questionnaire shall cease to be true, accurate and complete.

II.

SUITABILITY (please answer each question)

(a)

For an individual Subscriber, please describe your current employment, including the company by which you are employed and its principal business:

___________________________________________________________________________________

(b)

For an individual Subscriber, please describe any college or graduate degrees held by you:

___________________________________________________________________________________

(c)

For all Subscribers, please list types of prior investments:

___________________________________________________________________________________

(d)

For all Subscribers, please state whether you have you participated in other private placements before:

YES________

NO________

(e)

If your answer to question (d) above was “YES”, please indicate frequency of such prior participation in private placements of:

Public

Private

Companies

Frequently

_________

Occasionally

_________

Never

_________

(f)

For individual Subscribers, do you expect your current level of income to significantly decrease in the foreseeable future:

YES________

NO________

(g)

For trust, corporate, partnership and other institutional Subscribers, do you expect your total assets to significantly decrease in the foreseeable future:

Page 15

YES________

NO________

(h)

For all Subscribers, do you have any other investments or contingent liabilities which you reasonably anticipate could cause you to need sudden cash requirements in excess of cash readily available to you:

YES________

NO________

(i)

For all Subscribers, are you familiar with the risk aspects and the non-liquidity of investments such as the Securities for which you seek to subscribe?

YES________

NO________

(j)

For all Subscribers, do you understand that there is no guarantee of financial return on this investment and that you run the risk of losing your entire investment?

YES________

NO________

III.

MANNER IN WHICH TITLE IS TO BE HELD. (circle one)

(a)

Individual Ownership

(b)

Community Property

(c)

Joint Tenant with Right of Survivorship (both parties must sign)

(d)

Partnership*

(e)

Tenants in Common

(f)

Corporation*

(g)

Trust*

(h)

Limited Liability Company*

(i)

Other

*If Securities are being subscribed for by an entity, the attached Certificate of Signatory must also be completed.

IV.

FINRA AFFILIATION.

Are you affiliated or associated with a FINRA member firm (please check one):

YES________

NO________

If Yes, please describe:

___________________________________________________________________________________

*If Subscriber is a Registered Representative with an FINRA member firm, have the following acknowledgment signed by the appropriate party:

Page 16

The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the NASD Conduct Rules.

_______________________________________

Name of FINRA Member Firm

By: ____________________________________

Authorized Officer

Date: ___________________________________

Disqualification Events.

Certain Criminal Convictions.

Have you been convicted, within the past ten (10) years (or five (5) years, in the case of the Company, its predecessors and affiliated issuers), of any felony or misdemeanor involving:

in connection with the purchase or sale of any security;

involving the making of any false filing with the U.S. Securities and Exchange Commission (the “SEC”); or

arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities?

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

Certain Court Injunctions and Restraining Orders.

Are you subject to any order, judgment or decree of any court of competent jurisdiction that was entered within the past five (5) years and currently restrains or enjoins you from engaging in any conduct or practice:

in connection with the purchase or sale of any security;

involving the making of any false filing with the SEC; or

arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities?

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

Page 17

Final Orders of Certain State and Federal Regulators.

Are you subject to a Final Order (as defined below) of state regulators of securities, insurance, banking, savings associations or credit unions; federal banking agencies; the Commodity Futures Trading Commission; or the National Credit Union Administration that:

bars you from:

associating with an entity regulated by any of the aforementioned regulators;

engaging in the business of securities, insurance or banking; or

engaging in savings association or credit union activities; or

constitutes a Final Order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within the past ten (10) years?

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

The term “Final Order” means a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under the Securities Act of 1933 under applicable statutory authority that provides for notice and an opportunity for a hearing, which constitutes a final disposition or action by that federal or state agency.

SEC Disciplinary Orders.

Are you subject to any order of the SEC that currently:

suspends or revokes your registration as a broker, dealer, municipal securities dealer or investment adviser;

places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person; or

bars you from being associated with any entity or from participating in the offering of any penny stock?¹

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

———————

¹ A disqualification based on a suspension or limitation of activities expires when the suspension or limitation expires.

Page 18

SEC Cease-and-Desist Orders.

Are you subject to any order of the SEC that was entered within the past five (5) years and currently orders you to cease and desist from committing or causing a future violation of:

any scienter-based (intent-based) anti-fraud provision of the federal securities laws (including, for example, but not limited to):

Section 17(a)(1) of the Securities Act of 1933,

Section 10(b) of the Exchange Act and Rule 10b-5, and

Section 15 (c) (1) of the Securities Exchange Act); or

Section 5 of the Securities Act of 1933, which generally requires that securities be registered and prohibits the sale of unregistered securities.

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

SRO Suspension/Expulsion.

Have you been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory organization (“SRO”, such as a registered national securities exchange or a registered national or affiliated securities association, including FINRA) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade?

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

SEC Stop Orders.

Have you filed (as a registrant or issuer), or were you named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that, within the past five (5) years, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is currently the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued?

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

Page 19

USPS False Representations Order.

Are you subject to a United States Postal Service (“USPS”) false representation order entered within the past five (5) years, or are you currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the USPS to constitute a scheme or device for obtaining money or property through the mail by means of false representations?

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

VI.

The undersigned is informed of the significance to the Company of the foregoing representations and answers contained in this Questionnaire contained herein and such answers have been provided under the assumption that the Company will rely on them.

VII.

In furnishing the above information, the undersigned acknowledges that the Company will be relying thereon in determining, among other things, whether there are reasonable grounds to believe that the undersigned qualifies as a Purchaser under Section 4(2) and/or Regulation D of the Securities Act of 1933 and applicable state securities laws for the purposes of the proposed investment.

VIII.

The undersigned understands and agrees that the Company may request further information of the undersigned in verification or amplification of the undersigned’s knowledge of business affairs, the undersigned’s assets and the undersigned’s ability to bear the economic risk involved in an investment in the securities of the Company.

IX.

The undersigned represents to you that (a) the information contained herein is complete and accurate on the date hereof and may be relied upon by you, (b) the undersigned will notify you immediately of any change in any such information occurring prior to the acceptance of the subscription and will promptly send you written confirmation of such change. The undersigned hereby certifies that he, she or it has read and understands the Subscription Agreement related hereto and (c) the undersigned acknowledges that you may be required to publicly disclose the information provided in this Questionnaire and that he, she or it consents to such public disclosure.

In order for the Company to comply with applicable anti-money laundering/U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) rules and regulations, Subscriber is required to provide the following information:

Page 20

Payment Information

(a)

Name and address (including country) of the bank from which Subscriber’s payment to the Company is being wired (the “Wiring Bank”):

_____________________________________________

(b)

Subscriber’s wiring instructions at the Wiring Bank:

_____________________________________________

(c)

Is the Wiring Bank located in the U.S. or another “FATF Country”^*?

________ Yes

________ No

(d)

Is Subscriber a customer of the Wiring Bank?

________ Yes

________ No

Additional Information

For Individual Investors:

_____ A government issued form of picture identification (e.g., passport or drivers license).

_____ Proof of the individual’s current address (e.g., current utility bill), if not included in the form of picture identification.

———————

^* As of the date hereof, countries that are members of the Financial Action Task Force on Money Laundering (“FATF Country”) are: Argentina, Australia, Austria, Belgium, Brazil, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Iceland, Ireland, Italy, Japan, Luxembourg, Mexico, Kingdom of the Netherlands, New Zealand, Norway, Portugal, Russian Federation, Singapore, South Africa, Spain, Sweden, Switzerland, Turkey, United Kingdom and the United States of America.

Page 21

For Funds of Funds or Entities that Invest on Behalf of Third Parties:

______

A certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization (e.g., certificate of good standing).

______

An “incumbency certificate” attesting to the title of the individual executing these subscription materials on behalf of the prospective investor.

______

A completed copy of a certification that the entity has adequate anti-money laundering policies and procedures (“AML Policies and Procedures”) in place that are consistent with the USA PATRIOT Act, OFAC and other relevant federal, state or non-U.S. anti-money laundering laws and regulations (with a copy of the entity’s current AML Policies and Procedures to which such certification relates).

______

A letter of reference any entity not located in the U.S. or other FATF Country, from the entity’s local office of a reputable bank or brokerage firm that is incorporated, or has its principal place of business located, in the U.S. or other FATF Country certifying that the prospective investor maintains an account at such bank/brokerage firm for a length of time and containing a statement affirming the prospective investor’s integrity.

For all other Entity Investors:

______

A certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization (e.g., certificate of good standing).

______

An “incumbency certificate” attesting to the title of the individual executing these subscription materials on behalf of the prospective investor.

______

A letter of reference from the entity’s local office of a reputable bank or brokerage firm that is incorporated, or has its principal place of business located, in the U.S. or other FATF Country certifying that the prospective investor maintains an account at such bank/brokerage firm for a length of time and containing a statement affirming the prospective investor’s integrity.

______

If the prospective investor is a privately-held entity, a certified list of the names of every person or entity who is directly or indirectly the beneficial owner of 25% or more of any voting or non-voting class of equity interests of the Subscriber, including (i) country of citizenship (for individuals) or principal place of business (for entities) and, (ii) for individuals, such individual’s principal employer and position.

______

If the prospective investor is a trust, a certified list of (i) the names of the current beneficiaries of the trust that have, directly or indirectly, 25% or more of any interest in the trust, (ii) the name of the settlor of the trust, (iii) the name(s) of the trustee(s) of the trust, and (iv) the country of citizenship (for individuals) or principal place of business (for entities).

Page 22

XI.

ADDITIONAL INFORMATION.

A TRUST MUST ATTACH A COPY OF ITS DECLARATION OF TRUST OR OTHER GOVERNING INSTRUMENT, AS AMENDED, AS WELL AS ALL OTHER DOCUMENTS THAT AUTHORIZE THE TRUST TO INVEST IN THE SECURITIES. ALL RESOLUTIONS AND DOCUMENTATION MUST BE COMPLETE AND CORRECT AS OF THE DATE HEREOF.

XII.

INFORMATION VERIFICATION CONSENT.

BY SIGNING THIS QUESTIONNAIRE, SUBSCRIBER HEREBY GRANTS THE COMPANY PERMISSION TO REVIEW ALL PUBLICLY AVAILABLE INFORMATION REGARDING SUBSCRIBER, INCLUDING, BUT NOT LIMITED TO INFORMATION PROVIDED BY OFAC FOR THE PURPOSE OF VERIFYING INFORMATION PROVIDED BY SUBSCRIBER HEREIN.

[SIGNATURE PAGE FOLLOWS]

Page 23

INVESTOR QUESTIONNAIRE EXECUTION PAGE



Signature		Signature (if purchasing jointly)



Name Typed or Printed		Name Typed or Printed



Entity Name		Entity Name



Address		Address



City, State and Zip Code		City, State and Zip Code

Page 24

EXHIBIT 10.2

[lwlg_ex10z2002.gif]

SUBSCRIPTION DOCUMENTS

(for Non-U.S. Persons under Regulation S)

Up to $3,000,000 in Units*

(60 Units comprised of 82,866 shares of Common Stock and a Warrant to purchase 82,866 shares of Common Stock at $0.80 per share)


Offering Price: $50,000 per Unit	Minimum Subscription: One Unit
	(unless waived by the Company)

November 10, 2015


Offeree_____________________	Document No.______

* The Company reserves the right to increase the amount of the Offering up to $5,000,000 in Units at its sole discretion.

Page 1

LIGHTWAVE LOGIC, INC.

SUBSCRIPTION DOCUMENTS

FOR NON-U.S. PURCHASERS

FOR

UP TO $3,000,000

IN UNITS*

(EACH UNIT IS COMPRISED OF 82,866 SHARES OF COMMON STOCK AND A WARRANT TO PURCHASE 82,866 SHARES OF COMMON STOCK AT $0.80 PER SHARE)

This Subscription Packet Contains:

Subscriber Instructions

Subscription Agreement

III

Investor Questionnaire

Name of Purchaser: _________________________________________________

City and Country of Residence: ________________________________________

Citizenship of Purchaser: _____________________________________________

Purchaser’s Telephone Number: _______________________________________

Purchaser’s Facsimile Number: _______________________________________

Date of Subscription: _______________________________________________

Number of Units Subscribed For: ______________________________________

Purchase Price Per Unit (each Unit consists of 82,866 shares of Common Stock of Lightwave Logic, Inc. and a Warrant to purchase 82,866 shares of Common Stock at $0.80 per share): $50,000

(Minimum purchase is for one (1) Unit unless waived by the Company)

Aggregate Purchase Price: $__________________________________________

SUBSCRIPTION PROCEDURES

Bank Name: Wells Fargo

Bank Location: 420 Montgomery

San Francisco, CA, 94104

USA

Phone: 302-421-7509

Fax: 302-421-7838

Routing Number: 121000248

Account Number: 2000012127160

Name on Account: Lightwave Logic, Inc.

SWIFT BIC: WFBIUS6S

CHIPS Participant: ABA 0407

* The Company reserves the right to increase the amount of the Offering up to $5,000,000 in Units at its sole discretion.

Page 2

[lwlg_ex10z2004.gif]

I. SUBSCRIBER INSTRUCTIONS

(for Non-U.S. Persons under Regulation S)

Page 3

SUBSCRIPTION DOCUMENTS

One purpose of the Subscription Documents is to provide the Company with sufficient information in connection with its intended reliance upon certain exemptions from the registration and qualification requirements of U.S. federal and state securities laws and to determine whether you meet the minimum legal requirements under such laws to purchase securities in this offering. The Company will be relying on the representations and warranties made in the Subscription Documents and on the information supplied.

IF YOU WISH TO RETAIN A COPY OF THESE SUBSCRIPTION DOCUMENTS FOR YOUR RECORDS, PLEASE MAKE A COPY OF THE FULLY COMPLETED SUBSCRIPTION DOCUMENTS PRIOR TO SUBMITTING THEM TO THE COMPANY.

Page 4

[lwlg_ex10z2006.gif]

II. SUBSCRIPTION AGREEMENT

(for Non-U.S. Persons under Regulation S)

Page 5

LIGHTWAVE LOGIC, INC.

SUBSCRIPTION AGREEMENT

(for Non-U.S. Persons under Regulation S)

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.

THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY NON-U.S. PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

LIGHTWAVE LOGIC, INC.

1831 LEFTHAND CIRCLE, SUITE C

LONGMONT, COLORADO 80501

USA

(720) 340-4949

Ladies/Gentlemen:

Subscription.

1.1

1.2

If the undersigned is paying with a check or money order, enclosed is a check or money order payable to the order of Lightwave Logic, Inc., in the amount set forth on the signature page below as payment in full of the total purchase price of the Units subscribed for. If the undersigned is paying by wire transfer, the undersigned shall effect a wire transfer to the bank account set forth in and in accordance with the wire instructions detailed in “Subscription Procedures” starting on page 2 of the Subscription Documents.

1.3

Page 6

1.4

Subscriber’s Acknowledgments and Agreements.

The undersigned understands, acknowledges and agrees that:

2.1

This subscription may be accepted or rejected in whole or in part by the Company, in its sole discretion.

2.2

Except as provided under applicable securities laws, this subscription is and shall be irrevocable except that (i) the undersigned’s execution and delivery of this Subscription Agreement will not constitute an agreement between the Company and the undersigned until this Subscription Agreement is accepted on behalf of the Company and, if not so accepted, the undersigned’s subscription and obligations hereunder will terminate and (ii) the undersigned can, at any time prior to acceptance of this Subscription Agreement, request in writing that the undersigned be released from the obligations hereunder (and the Company may, but need not, in its discretion, elect to release the undersigned from the subscription and from such obligations).

2.3

No U.S. federal or state agency has made any finding or determination as to the fairness of the terms of this Offering. These securities have not been recommended or endorsed by any U.S. federal or state securities commission or regulatory agency.

2.4

The undersigned acknowledges and understands that (a) neither the Units, nor the securities contained within the Units have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable U.S. state securities laws, (b) that the Units and the securities contained within the Units are deemed to be “restricted securities” under the Securities Act and applicable U.S. state securities laws and (c) the purchase of the Units is taking place in a transaction not involving a public offering or U.S. Persons. Furthermore, the undersigned is aware and understands that any resale inconsistent with the Securities Act may create liability on the undersigned’s part and/or the part of the Company, and agrees not to assign, sell, pledge, transfer or otherwise dispose of or transfer any such Units or securities contained within the Units, unless registered under the Securities Act and applicable U.S. state securities laws, or an opinion is given by counsel satisfactory to the Company that such registration is not required. The Company is also required to refuse to register any transfer of the securities being sold hereunder not made in accordance with the provisions of Regulation S, pursuant to the Securities Act or pursuant to an available exemption from registration, except to the extent foreign law prevents the Company from refusing to register such transfer, in which case the securities must bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”), IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.”

2.5

Page 7

Subscriber’s Representations and Warranties.

The undersigned hereby represents and warrants as follows:

3.1

The undersigned is not a U.S. person as defined under Rule 902 of Regulation S and the Units (including the securities contained within the Units) which the undersigned is acquiring are being acquired for the undersigned’s own account (or a trust account if the undersigned is a trustee) for investment only and not with a view to sale or resale, distribution or fractionalization of the securities under applicable U.S. federal or state securities laws. The undersigned is not acquiring such securities for the account or benefit of any U.S. person and was not organized for the specific purpose of acquiring such securities. The undersigned will not (i) resell or offer to resell the securities, or any portion thereof, or (ii) engage in hedging transactions, in each case, except in accordance with the terms of this Agreement and in accordance with Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act and otherwise in compliance with all applicable securities laws. Furthermore, prior to engaging in any hedging transaction or any resale of the securities, or any portion thereof, by the undersigned, the undersigned shall provide the Company with an opinion of counsel acceptable to the Company in its sole discretion and in a form acceptable to the Company in its sole discretion, that any such proposed sale or hedging transaction is in compliance with the Securities Act or an exemption therefrom.

3.2

The Company may only make offers to sell the Units (including the securities contained within the Units) to persons outside the United States in this Offering and, if applicable, at the time any buy order is originated, the buyer is outside the United States. The undersigned has not received an offer to purchase the Units (including the securities contained within the Units) inside the United States and will not originate a buy order inside the United States. The undersigned has not received, and is not aware of, any advertisement in a publication with a general circulation in the United States (as described in Rule 902 of Regulation S) that refers to the offering and sale of the Units (including the securities contained within the Units).

3.3

3.4

The undersigned has substantial knowledge and experience in making investment decisions of this type and is capable of evaluating the merits and risks of this investment.

3.5

3.6

The undersigned is acquiring the Units and has been furnished with the Company’s Offering Term Sheet. The undersigned has not been furnished with any other prospectus or offering literature.

3.7

3.8

Page 8

Agreement, the Investor Questionnaire, and all other documents and instruments (if any) executed and delivered on behalf of such entity in connection with its purchase of Units subscribed for.

3.9

3.10

Registration Rights

4.1

4.2

Page 9

and acceptable to the Company’s transfer agent and the affected holder of the security (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate (as such terms are used in and construed under Rule 405 under the Securities Act) of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company.

Governing Law; Arbitration; Venue.

5.01.

This Subscription Agreement and all rights and obligations hereunder shall be deemed to be made under and governed by the laws of the State of Nevada, USA applicable to agreements made and to be performed entirely within such State, without reference to such State's laws regarding the conflict of laws.

5.02

Any dispute or difference with respect to any matter arising out of or in connection with this Subscription Agreement shall first be submitted for arbitration to the American Arbitration Association.

5.03

Any litigation arising hereunder shall be instituted only in Denver, Colorado, USA. All parties agree that venue shall be proper in Denver, Colorado, USA for all such legal or equitable proceedings.

[Remainder of page intentionally left blank. Signatures to follow.]

Page 10

Date: _____________________________________________________________

Number of Units Subscribed For: _______________________________________

Purchase Price Per Unit: $50,000

(Minimum purchase is One (1) Unit unless waived by the Company)

Aggregate Purchase Price: $___________________________________________

_________________________

Taxpayer I.D. Number

As (check one) Individual _____ Tenants in Common _____ Existing Partnership _____ Joint Tenants _____ Corporation _____ Trust _____ Minor with Adult Custodian under UGMA _____

Subscriber’s name and business

address (please type or print)

____________________________

_____________________________

__________________________

Signature of Subscriber

Capacity in which signed:

Subscriber’s mailing address

(if different than business address)

____________________________

Taxpayer I.D. Number of Co-Subscriber

Co-Subscriber’s name and business

address (please type or print)

_____________________________

____________________________

Signature of Co-Subscriber

Co-Subscriber’s mailing address

(if different than business address)

_____________________________

Accepted:

LIGHTWAVE LOGIC, INC.

By: _________________________

Date: ________________________

Title: ________________________

Page 11

EXHIBIT A

[FORM OF WARRANT]

Page 12

[lwlg_ex10z2008.gif]

III. INVESTOR QUESTIONNAIRE

(for Non-U.S. Persons under Regulation S)

Page 13

INVESTOR QUESTIONNAIRE

LIGHTWAVE LOGIC, INC.

Confidential Investor Questionnaire

To:

Lightwave Logic, Inc.

Lightwave Logic, Inc., a Nevada corporation (the “Company”), is offering to Non-U.S. persons (the “Offering”), pursuant to an accompanying Subscription Agreement (the “Subscription Agreement”), Units comprised of shares of its common stock, par value $0.001 per share (the “Shares”) and a warrant to purchase shares of common stock (the “Warrants”, and together with the Shares, the “Securities”).

SUITABILITY (please answer each question)

(a)

For an individual Subscriber, please describe your current employment, including the company by which you are employed and its principal business:

___________________________________________________________________________________

(b)

For an individual Subscriber, please describe any college or graduate degrees held by you:

___________________________________________________________________________________

(c)

For all Subscribers, please list types of prior investments:

___________________________________________________________________________________

(d)

For all Subscribers, please state whether you have you participated in other private placements before:

YES________

NO________

(e)

If your answer to question (d) above was “YES”, please indicate frequency of such prior participation in private placements of:

Public

Private

Companies

Frequently

_________

Occasionally

_________

Never

_________

Page 14

(f)

For individual Subscribers, do you expect your current level of income to significantly decrease in the foreseeable future:

YES________

NO________

(g)

For trust, corporate, partnership and other institutional Subscribers, do you expect your total assets to significantly decrease in the foreseeable future:

YES________

NO________

(h)

YES________

NO________

(i)

For all Subscribers, are you familiar with the risk aspects and the non-liquidity of investments such as the Securities for which you seek to subscribe?

YES________

NO________

(j)

For all Subscribers, do you understand that there is no guarantee of financial return on this investment and that you run the risk of losing your entire investment?

YES________

NO________

II.

MANNER IN WHICH TITLE IS TO BE HELD. (circle one)

(a)

Individual Ownership

(b)

Community Property

(c)

Joint Tenant with Right of Survivorship (both parties must sign)

(d)

Partnership*

(e)

Tenants in Common

(f)

Corporation*

(g)

Trust*

(h)

Limited Liability Company*

(i)

Other

*If Securities are being subscribed for by an entity, the attached Certificate of Signatory must also be completed.

III.

Disqualification Events.

Certain Criminal Convictions.

Have you been convicted, within the past ten (10) years (or five (5) years, in the case of the Company, its predecessors and affiliated issuers), of any felony or misdemeanor involving:

in connection with the purchase or sale of any security;

involving the making of any false filing with the U.S. Securities and Exchange Commission (the “SEC”); or

Page 15

arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities?

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

Certain Court Injunctions and Restraining Orders.

in connection with the purchase or sale of any security;

involving the making of any false filing with the SEC; or

arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities?

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

Final Orders of Certain State and Federal Regulators.

bars you from:

associating with an entity regulated by any of the aforementioned regulators;

engaging in the business of securities, insurance or banking; or

engaging in savings association or credit union activities; or

constitutes a Final Order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within the past ten (10) years?

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

Page 16

provides for notice and an opportunity for a hearing, which constitutes a final disposition or action by that federal or state agency.

SEC Disciplinary Orders.

Are you subject to any order of the SEC that currently:

suspends or revokes your registration as a broker, dealer, municipal securities dealer or investment adviser;

places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person; or

bars you from being associated with any entity or from participating in the offering of any penny stock?¹

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

SEC Cease-and-Desist Orders.

Are you subject to any order of the SEC that was entered within the past five (5) years and currently orders you to cease and desist from committing or causing a future violation of:

any scienter-based (intent-based) anti-fraud provision of the federal securities laws (including, for example, but not limited to):

Section 17(a)(1) of the Securities Act of 1933,

Section 10(b) of the Exchange Act and Rule 10b-5, and

Section 15 (c) (1) of the Securities Exchange Act); or

Section 5 of the Securities Act of 1933, which generally requires that securities be registered and prohibits the sale of unregistered securities.

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

———————

¹ A disqualification based on a suspension or limitation of activities expires when the suspension or limitation expires.

Page 17

SRO Suspension/Expulsion.

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

SEC Stop Orders.

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

USPS False Representations Order.

☐ Yes. If yes, please explain: ____________________________________________________

______________________________________________________________________________

☐ No.

IV.

Page 18

VI.

VII.

Payment Information

(a)

Name and address (including country) of the bank from which Subscriber’s payment to the Company is being wired (the “Wiring Bank”):

_____________________________________________

(b)

Subscriber’s wiring instructions at the Wiring Bank:

_____________________________________________

(c)

Is the Wiring Bank located in the U.S. or another “FATF Country”^*?

________ Yes

________ No

(d)

Is Subscriber a customer of the Wiring Bank?

________ Yes

________ No

———————

Page 19

Additional Information

For Individual Investors:

_____ A government issued form of picture identification (e.g., passport or drivers license).

_____ Proof of the individual’s current address (e.g., current utility bill), if not included in the form of picture identification.

For Funds of Funds or Entities that Invest on Behalf of Third Parties:

______

A certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization (e.g., certificate of good standing).

______

An “incumbency certificate” attesting to the title of the individual executing these subscription materials on behalf of the prospective investor.

______

For all other Entity Investors:

______

A certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization (e.g., certificate of good standing).

______

An “incumbency certificate” attesting to the title of the individual executing these subscription materials on behalf of the prospective investor.

______

If the prospective investor is a privately-held entity, a certified list of the names of every person or entity who is directly or indirectly the beneficial owner of 25% or

Page 20

more of any voting or non-voting class of equity interests of the Subscriber, including (i) country of citizenship (for individuals) or principal place of business (for entities) and, (ii) for individuals, such individual’s principal employer and position.

______

VIII.

ADDITIONAL INFORMATION.

IX.

INFORMATION VERIFICATION CONSENT.

[SIGNATURE PAGE FOLLOWS]

Page 21

INVESTOR QUESTIONNAIRE EXECUTION PAGE



Signature		Signature (if purchasing jointly)



Name Typed or Printed		Name Typed or Printed



Entity Name		Entity Name



Address		Address



City, State and Country		City, State and Country

Page 22

EXHIBIT 10.3

WARRANT NO. ____

WARRANT TO PURCHASE

_______ shares of Common Stock at $0.80 per share

Initial Exercise Date: 2015

NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “SECURITIES ACT”).

Lightwave Logic, Inc., a Nevada corporation (the “Company”), hereby certifies that the holder named on the signature page below and its successors and assigns (collectively, the “Holder”), who is contemporaneously purchasing shares of the Company’s common stock pursuant to that certain subscription agreement on even date herewith (the “Subscription Agreement”), and entered into by and between the Company and the Holder, for value received, is entitled to purchase from the Company at any time prior to the Expiration Date (as defined in Section 2) (the “Exercise Period”), up to ___________ shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at the following exercise price (the “Exercise Price”): ________ shares of Common Stock may be purchased at the exercise price of $0.80 per share. Each certificate evidencing the shares of Common Stock issued upon some or all of this Warrant (“Warrant”) shall bear the appropriate restrictive legend set forth below, except that any such certificate shall not bear such restrictive legend if (i) it is transferred pursuant to an effective registration statement under the Securities Act of 1933, as amended, (the “Securities Act”) or in compliance with Rule 144 or Rule 144A promulgated under the Securities Act, or (ii) the Company is provided with an opinion of counsel to the effect that such legend is not required in order to establish compliance with the provisions of the Securities Act:

"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS."

Exercise of Warrants; Limitations.

(a)

Upon presentation and surrender at the principal executive office of the Company of this Warrant during the Exercise Period, along with the Election to Purchase form attached here to as Exhibit A duly executed, together with a check to the Company in the amount of the Exercise Price

multiplied by the number of shares of Common Stock being purchased, the Company will cause its Transfer Agent to deliver to the holder hereof, certificates of Common Stock which in the aggregate represent the number of shares of Common Stock being purchased. This Warrant may be partially exercised and, in the case of such partial exercise, the Company, upon surrender hereof, will deliver to the Holder a new Warrant representing the number of shares which have not been exercised.

(b)

If at any time after the six month anniversary of the Initial Exercise Date set forth above, or any successor provision then in effect, there is no effective registration statement registering, or no current prospectus available for, the resale of the shares of Common Stock underlying this Warrant by the Holder, then this Warrant may also be exercised, in whole or in part, solely with respect to such unregistered shares of Common Stock, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of shares of Common Stock underlying this Warrant equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


(A) =	the VWAP (as defined below) on the trading day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase;
(B) =	the Exercise Price of this Warrant, as may be adjusted hereunder; and
(X) =	the number of shares of Common Stock underlying this Warrant that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market (as defined below) on which the Common Stock is then listed or quoted 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 listed or 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 OTC Markets, Inc. (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 Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, OTCQX or OTCQB (or any successors to any of the foregoing).

Exercise Period.

(a)

The right to acquire shares of Common Stock of the Company pursuant to this Warrant shall commence on the date hereof. The right to acquire shares of Common Stock of the Company pursuant to this Warrant shall expire on ________ ___, 2020, that is, the fifth (5th) anniversary from the date hereof (the “Expiration Date”). After the Expiration Date, the Holder shall have no right to purchase any shares of Common Stock pursuant to this Warrant.

(b)

The rights represented by this Warrant may be exercised by the Holder, in whole or in part (with respect to shares of Common Stock), subject to the conditions contained herein and at any

-2-

time within the period specified in Section 2(a) by: (i) surrender of this Warrant for calculation (with the Election to Purchase form at the end hereof properly executed) at the principal executive office of the Company (or at such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company); (ii) payment to the Company of the Exercise Price for the number of shares of Common Stock specified in the Election to Purchase form, together with the amount of applicable stock transfer taxes, if any; and/or (iii) delivery to the Company of a duly executed agreement signed by the person(s) designated in the Election to Purchase form to the effect that such person(s) agree(s) to be bound by all of the terms and conditions of this Warrant. This Warrant shall be deemed to have been exercised, in whole or in part to the extent specified, immediately prior to the close of business on the date on which all of the applicable provisions of this Section 2(b) are reasonably satisfied, and the person(s) designated in the Election to Purchase form shall become the holder(s) of record of the shares of Common Stock issuable upon such exercise at that time and date.

Rights and Obligations of Holders of this Warrant: Anti-Dilution.

(a)

The Holder of this Warrant shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or in equity; provided, however, that in the event any certificate representing shares of Common Stock or other securities is issued to the Holder hereof upon exercise of some or all of this Warrant, such Holder shall, for all purposes, be deemed to have become the holder of record of such Common Stock on the date on which all of the applicable provisions of Section 2(b) have been met, irrespective of the date of delivery of such share certificate.

(b)

In case the Company shall (i) pay a dividend in its Common Stock or make a distribution in its Common Stock, (ii) subdivide its outstanding Common Stock into a greater number of shares, (iii) combine its outstanding Common Stock into a smaller number of shares (including a recapitalization in connection with any consolidation or merger), then the Exercise Price on the record date of such division or the effective date of such action shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately before such event and the denominator of which is the number of shares of Common Stock outstanding immediately after such event and the number of shares of Common Stock for which this Warrant may be exercised immediately before such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the Exercise Price immediately before such event and the denominator of which is the Exercise Price immediately after such event.

(c)

In the case of any consolidation or merger of the Company with or into another corporation (other than any consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Stock) or the conversion of such outstanding shares of Common Stock into shares or other stock or other securities or property, or the liquidation, sale or transfer of the property of the Company as an entity or substantially as an entirety and for other unusual events, there shall be deliverable upon exercise of the Warrant (in lieu of the number of shares of Common Stock theretofore deliverable) the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock which would otherwise have been deliverable upon the exercise of this Warrant would have been entitled upon such action if this Warrant had been exercised immediately prior to such action.

(d)

Either the Company or the Holder(s) may require that the Company assign the obligations of the Company described in this Warrant to any successor of the Company if the Company is not the surviving entity of a merger or consolidation. The Company must give the Holder(s) hereof five (5) business days notice of the terms of any such consolidation or merger and the terms thereof.

-3-

Covenants of the Company.

(a)

The Company covenants and agrees that all shares of Common Stock issuable upon exercise of this Warrant will, upon delivery, be duly and validly authorized and issued, fully-paid and non-assessable.

(b)

The Company covenants and agrees that it will at all times prior to expiration of this Warrant reserve and keep available an authorized number of shares of its Common Stock and other applicable securities sufficient to permit the exercise in full of all outstanding convertible securities, options, warrants and rights, including this Warrant.

Issuance of Certificates. As soon as possible after any full or partial exercise of this Warrant, but in any event no more than ten (10) business days, the Company, at its expense, will cause to be issued in the name of and delivered to the Holder of this Warrant, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which that Holder shall be entitled on such exercise. No fractional shares will be issued on exercise of this Warrant. If, on any exercise of this Warrant, a fractional share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Exercise Price. All such certificates shall bear a restrictive legend to the effect that the shares of Common Stock represented by such certificate have not been registered under the Securities Act, and the shares of Common Stock may not be sold or transferred in the absence of such registration or an exemption therefrom, such legend to be substantially in the form of the bold face language appearing on Page 1 of this Warrant.

Successors and Assigns: Transfer.

(a)

This Warrant shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

(b)

This Warrant may be transferred at any time by: (i) surrender of this Warrant for cancellation with the Transfer form attached hereto as Exhibit B, properly executed at the office or agency of the Company referred to in Section 1; and (ii) delivery of an opinion of counsel stating that the proposed transfer may be made without registration or qualification under applicable Federal or state securities laws. This Warrant shall be deemed to have been transferred, in whole or in part to the extent specified, immediately prior to the close of business on the date the provisions of this Section 6 are satisfied, and the transferee(s) designated in the Transfer form shall become the holder(s) of record at that time and date. The Company shall issue, in the name(s) of the designated transferee(s) (including the Holder if this Warrant has been transferred in part) a new Warrant or Warrants of like tenor and representing, in the aggregate, rights to purchase the same number of shares of Common Stock as are then purchasable under this Warrant. Such new Warrant or Warrants shall be delivered to the record holder(s) thereof within a reasonable time, not exceeding ten (10) business days, after the rights represented by this Warrant shall have been so transferred. As used herein (unless the context otherwise requires), the term “Holder” shall include each such transferee, and the term “Warrant” shall include each such transferred Warrant.

Disposition of Warrants or Shares. The Holder of this Warrant, each transferee hereof and any holder and transferee of any shares of Common Stock, by his or its acceptance thereof, agrees that no public distribution of Warrants or Common Stock will be made in violation of the provisions of the Securities Act.

Notices. Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing by certified or registered mail, return receipt requested, postage prepaid, or by U.S. express mail service or national overnight courier service. Any such notice shall be deemed to have been given (a) on the business day immediately subsequent to mailing, if sent by a reputable national overnight courier service, or (b) five (5) business days following the mailing thereof, if mailed by certified or registered

-4-

mail, postage pre-paid, return receipt requested, and all such notices shall be sent to the following addresses (or to such other address or addresses as a part may have advised the other in the manner provided in this Section 8):

If to the Company:

Lightwave Logic, Inc.

1831 Lefthand Circle

Suite C

Longmont, Colorado 80501

If to the Holder, at the Holder’s address contained in the Holder’s executed Subscription Agreement.

Governing Law. This Warrant and all rights and obligations hereunder shall be deemed to be made under and governed by the laws of the State of Nevada applicable to agreements made and to be performed entirely within such State, without reference to such State's laws regarding the conflict of laws.

10.

Amendment or Waiver. Any provision of this Warrant may be amended, waived or modified upon the written consent of the Company and any Holder; provided, however, that such amendment, waiver or modification applies by its terms to that particular Holder, only; and provided further, that a Holder may waive any of its rights or the Company's obligations to such Holder without obtaining the consent of any other Holder.

11.

Headings. The headings of various sections of this Warrant have been inserted for reference only and shall not be a part of this Warrant.

12.

Arbitration. Any dispute or difference with respect to any matter arising out of or in connection with this Warrant shall first be submitted for arbitration to the American Arbitration Association.

13.

Venue. Any litigation arising hereunder shall be instituted only in Denver, Colorado, USA. All parties agree that venue shall be proper in Denver, Colorado, USA for all such legal or equitable proceedings.

14.

Attorney Fees. The prevailing party in any litigation, arbitration or mediation relating to this Warrant shall be entitled to recover its reasonable attorney’s fees from the other party for all matters, including but not limited to appeals.

-5-

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, by its duly authorized officers under its corporate seal and to be dated as of the date set forth below.

Dated: ___________ ___, 2015

LIGHTWAVE LOGIC, INC.

By: __________________________________________

James S. Marcelli, President and Chief Operating

Officer

(Corporate Seal)

Attest:

By: __________________________________________

Andrew Ashton, Secretary

HOLDER

______________________

-6-

EXHIBIT A

ELECTION TO PURCHASE

To be Executed by the Holder

in Order to Exercise the Warrant

The undersigned Holder of the foregoing Warrant hereby irrevocably elects to exercise the purchase rights represented by such Warrant, and to purchase thereunder, to the extent of ________________ shares of Common Stock, $0.001 par value (“Common Stock”).

Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] in accordance with the formula set forth in Section 1(b), to exercise this Warrant with respect to the number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 1(b).

The undersigned requests that the certificates for the shares of such Common Stock be issued in the name(s) of, and delivered to, the person(s) whose name(s) and address(es) are set forth below:

___________________________________________________________________________________

(Please type or print name and address)

___________________________________________________________________________________

(Social Security or tax identification number)

and delivered to: _____________________________________________________________________

(Please type or print name and address)

and, if such number of shares of Common Stock shall not be all the Common Stock evidenced by this Warrant, that a new Warrant of like tenor for the balance of the shares of Common Stock subject to the Warrant be registered in the name of, and delivered to, the Holder at the address stated below.

If the undersigned is electing to purchase shares of Common Stock hereunder for cash, then in full payment of the purchase price with respect to the portion of the Warrant exercised and transfer taxes, if any, the undersigned hereby tenders payment of $_________, by check, money order or wire transfer payable in United States currency to the order of Lightwave Logic, Inc., or its successor.

Dated: ________________

__________________________________________

Name

__________________________________________

Address

__________________________________________

Signatures guaranteed by:

______________________________

-7-

EXHIBIT B

TRANSFER

To be Executed by the Holder

in Order to Transfer the Warrant

(To be signed only upon transfer of Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto _________________________ the right to purchase shares of the Common Stock, $0.001 par value per share (“Common Stock”), of Lightwave Logic, Inc. (the “Company”) represented by the foregoing Warrant to the extent of ___________________shares of Common Stock and appoints attorney to transfer such rights on the books of the Company, with full power of substitution in the premises.

Dated: ________________

__________________________________________

Name

__________________________________________

Address

Signatures guaranteed by:

______________________________

Taxpayer Identification Number:

______________________________

-8-

EXHIBIT 10.4

WARRANT NO. ____

WARRANT TO PURCHASE

(for Non-U.S. Persons under Regulation S)

_______ shares of Common Stock at $0.80 per share

Initial Exercise Date: _____________, 2015

The Company is required to refuse to register any transfer of this Warrant or the Common Stock underlying this Warrant not made in accordance with the provisions of Regulation S, pursuant to the Securities Act or pursuant to an available exemption from registration.

Exercise of Warrants; Limitations

(a)

Upon presentation and surrender at the principal executive office of the Company of this Warrant during the Exercise Period, along with the Election to Purchase form attached here to as

Exhibit A duly executed, together with a check to the Company in the amount of the Exercise Price multiplied by the number of shares of Common Stock being purchased, the Company will cause its Transfer Agent to deliver to the holder hereof, certificates of Common Stock which in the aggregate represent the number of shares of Common Stock being purchased. This Warrant may be partially exercised and, in the case of such partial exercise, the Company, upon surrender hereof, will deliver to the Holder a new Warrant representing the number of shares which have not been exercised.

(b)


(A) =	the VWAP (as defined below) on the trading day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase;
(B) =	the Exercise Price of this Warrant, as may be adjusted hereunder; and
(X) =	the number of shares of Common Stock underlying this Warrant that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

Exercise Period.

(a)

(b)

The rights represented by this Warrant may be exercised by the Holder, in whole or in part (with respect to shares of Common Stock), subject to the conditions contained herein and at any

-2-

Rights and Obligations of Holders of this Warrant: Anti-Dilution.

(a)

(b)

(c)

(d)

-3-

Covenants of the Company.

(a)

The Company covenants and agrees that all shares of Common Stock issuable upon exercise of this Warrant will, upon delivery, be duly and validly authorized and issued, fully-paid and non-assessable.

(b)

Successors and Assigns: Transfer.

(a)

This Warrant shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

(b)

-4-

If to the Company:

Lightwave Logic, Inc.

1831 Lefthand Circle

Suite C

Longmont, Colorado 80501

If to the Holder, at the Holder’s address contained in the Holder’s executed Subscription Agreement.

Governing Law. This Warrant and all rights and obligations hereunder shall be deemed to be made under and governed by the laws of the State of Nevada, USA applicable to agreements made and to be performed entirely within such State, without reference to such State's laws regarding the conflict of laws.

10.

11.

Headings. The headings of various sections of this Warrant have been inserted for reference only and shall not be a part of this Warrant.

12.

Arbitration. Any dispute or difference with respect to any matter arising out of or in connection with this Warrant shall first be submitted for arbitration to the American Arbitration Association.

13.

14.

-5-

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, by its duly authorized officers under its corporate seal and to be dated as of the date set forth below.

Dated: ___________ ___, 2015

LIGHTWAVE LOGIC, INC.

By: __________________________________________

James S. Marcelli, President and Chief Operating

Officer

(Corporate Seal)

Attest:

By: __________________________________________

Andrew Ashton, Secretary

HOLDER

______________________

-6-

EXHIBIT A

ELECTION TO PURCHASE

To be Executed by the Holder

in Order to Exercise the Warrant

Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

The undersigned requests that the certificates for the shares of such Common Stock be issued in the name(s) of, and delivered to, the person(s) whose name(s) and address(es) are set forth below:

___________________________________________________________________________________

(Please type or print name and address)

___________________________________________________________________________________

(Social Security or tax identification number, if applicable)

and delivered to: _____________________________________________________________________

(Please type or print name and address)

Dated: ________________

__________________________________________

Name

__________________________________________

Address

__________________________________________

Signatures guaranteed by:

______________________________

-7-

EXHIBIT B

TRANSFER

To be Executed by the Holder

in Order to Transfer the Warrant

(To be signed only upon transfer of Warrant)

Dated: ________________

__________________________________________

Name

__________________________________________

Address

Signatures guaranteed by:

______________________________

Taxpayer Identification Number (if applicable):

______________________________

-8-

Boards:

Quotes:

Boards

News

Market Data

Markets

Discover

Your Recent History