EXHIBIT 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 4, 2021, is entered into by and between LIGHTWAVE
LOGIC, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited
liability company (together with its permitted assigns, the “Investor”).  Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated
as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).


 


WHEREAS:


 


A.       Upon
the terms and subject to the conditions of the Purchase Agreement, (i) the Company has agreed to issue to the Investor, and the Investor
has agreed to purchase,  up to Thirty-Three Million Dollars ($33,000,000) of the Company's common stock, par value $0.001 per share
(the “Common Stock”), pursuant to the Purchase Agreement (such shares, the “Purchase Shares”), and
(ii) the Company has agreed to issue to the Investor such number of shares of Common Stock as is required pursuant to the Purchase
Agreement (the “Commitment Shares”); and


 


B.       To
induce the Investor to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities
Act”), and applicable state securities laws.


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby
agree as follows:


 


		1.	DEFINITIONS.



 


For purposes
of this Agreement, the following terms shall have the following meanings:


 


(a)       “Register,”
“Registered,” and “Registration” refer to a registration effected by preparing and filing one or
more registration statements of the Company in compliance with the Securities Act and providing for offering securities on a continuous
basis, and the declaration or ordering of effectiveness of such registration statement(s) by the SEC.


 


(b)       “Registrable
Securities” means the Purchase Shares that may from time to time be issued or issuable to the Investor upon purchases of the
Available Amount under the Purchase Agreement (without regard to any limitation or restriction on purchases), the Commitment Shares issued
or issuable to the Investor, and any Common Stock issued or issuable with respect to the Purchase Shares, the Commitment Shares or the
Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or similar event, without regard to any
limitation on purchases under the Purchase Agreement.


 




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(c)       “Registration
Statement” means the Shelf Registration Statement and any other registration statement of the Company that Registers Registrable
Securities, including a New Registration Statement, as amended when each became effective, including all documents filed as part thereof
or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC.


 


(d)       “Shelf
Registration Statement” means the Company’s existing registration statement on Form S-3 (File No. 333-257670).


 


		2.	REGISTRATION.



 


(a)       Mandatory
Registration.  The Company agrees that it shall, within the time required under Rule 424(b) under the Securities Act, file with
the SEC the Initial Prospectus Supplement pursuant to Rule 424(b) under the Securities Act specifically relating to the transactions contemplated
by, and describing the material terms and conditions of, the Transaction Documents, containing information previously omitted at the time
of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating
to the transactions contemplated hereby required to be disclosed in the Registration Statement and the Prospectus as of the date of the
Initial Prospectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan
of Distribution” in the Prospectus. The Investor acknowledges that it will be identified in the Initial Prospectus Supplement as
an underwriter within the meaning of Section 2(a)(11) of the Securities Act. The Company shall permit the Investor to review and comment
upon the Initial Prospectus Supplement at least two (2) Business Days prior to its filing with the SEC, the Company shall give due consideration
to all such comments, and the Company shall not file the Initial Prospectus Supplement with the SEC in a form to which the Investor reasonably
objects. The Investor shall use its reasonable best efforts to comment upon the Initial Prospectus Supplement within one (1) Business
Day from the date the Investor receives a substantially complete draft thereof from the Company. The Investor shall furnish to the Company
such information regarding itself, the Securities held by it and the intended method of distribution thereof, including any arrangement
between the Investor and any other Person relating to the sale or distribution of the Securities, as shall be reasonably requested by
the Company in connection with the preparation and filing of the Initial Prospectus Supplement, and shall otherwise cooperate with the
Company as reasonably requested by the Company in connection with the preparation and filing of the Initial Prospectus Supplement with
the SEC.


 


(b)       Effectiveness.
The Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under
the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all possible
Registrable Securities by the Company to the Investor, and for the resale of all of the Registrable Securities by the Investor, at all
times until the earlier of (i) the date on which the Investor shall have sold all the Securities and no Available
Amount remains under this Agreement and (ii) 180 days following the earlier of termination of this Agreement and the Maturity Date (the
"Registration Period"). Without limiting the generality of the foregoing, during the Registration Period, the Company
shall (a) take all action necessary to cause the Common Stock to continue to be Registered as a class of securities under Section 12(b)
of the Exchange Act and shall not take any action or file any document (whether or not permitted by the Exchange Act) to terminate or
suspend such registration and (b) file or furnish on or before their respective due dates all reports and other documents required to
be filed or furnished by the Company pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act,
and shall not take any action or file any document (whether or not permitted by the Exchange Act) to terminate or suspend its reporting
and filing obligations under the Exchange Act. 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 necessary to make the statements
therein not misleading.  


 




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(c)       Prospectus
Amendments or Supplements. Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant
to the Exchange Act, the Company shall not file with the SEC any amendment to the Registration Statement or any supplement to the Base
Prospectus that refers to the Investor, the Transaction Documents or the transactions contemplated thereby (including, without limitation,
any Prospectus Supplement filed in connection with the transactions contemplated by the Transaction Documents), in each case with respect
to which (a) the Investor shall not previously have been advised and afforded the opportunity to review and comment thereon at least two
(2) Business Days prior to filing with the SEC, as the case may be, (b) the Company shall not have given due consideration to any comments
thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object, unless the Company reasonably has determined
that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or
any other applicable law or regulation, in which case (i) the Company shall promptly (but in no event later than 24 hours) so inform the
Investor, (ii) the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure referring to the
Investor, the Transaction Documents or the transactions contemplated thereby, as applicable, and (iii) the Company shall expeditiously
furnish to the Investor a copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus
is required to be delivered in connection with any acquisition or sale of Securities by the Investor, the Company shall not file any Prospectus
Supplement with respect to the Securities without furnishing to the Investor as many copies of such Prospectus Supplement, together with
the Prospectus, as the Investor may reasonably request.


 


(d)       Sufficient
Number of Shares Registered.  In the event the number of shares available under the Shelf Registration Statement at any time
is insufficient to cover the Registrable Securities, the Company shall, to the extent necessary and permissible, amend the Shelf Registration
Statement or file a new registration statement (together with any prospectuses or prospectus supplements thereunder, a “New Registration
Statement”), so as to cover all of such Registrable Securities as soon as reasonably practicable, but in any event not later
than ten (10) Business Days after the necessity therefor arises.  The Company shall use its reasonable best efforts to have such
amendment and/or New Registration Statement become effective as soon as reasonably practicable following the filing thereof.    


 


(e)       Offering.
If the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an
offering of securities that does not permit such Registration Statement to become effective and be used by the Investor under Rule 415
at then-prevailing market prices (and not fixed prices), or if after the filing of the Initial Prospectus Supplement with the SEC pursuant
to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included
in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial
Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to
the specific Registrable Securities to be removed therefrom) until such time as the SEC shall so permit such Registration Statement to
become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company
shall file one or more New Registration Statements in accordance with Section 2(d) until such time as all Registrable Securities
have been included in Registration Statements that have been declared effective and the prospectuses contained therein is available for
use by the Investor.


 




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		3.	RELATED OBLIGATIONS.



 


With
respect to the Registration Statement and whenever any Registrable Securities are to be Registered pursuant to Section 2, including
on the Shelf Registration Statement or on any New Registration Statement, the Company shall use its reasonable best efforts to effect
the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the
Company shall have the following obligations:


 


(a)       Notifications.
The Company will notify the Investor promptly of the time when any subsequent amendment to the Shelf Registration Statement or any New
Registration Statement, other than documents incorporated by reference, has been filed with the SEC and/or has become effective or where
a receipt has been issued therefor or any subsequent supplement to a Prospectus has been filed and of any request by the SEC for any amendment
or supplement to the Registration Statement, any New Registration Statement or any Prospectus or for additional information.


 


(b)       Amendments.
The Company will prepare and file with the SEC, promptly upon the Investor’s request, any amendments or supplements to the Shelf
Registration Statement, any New Registration Statement or any Prospectus, as applicable, that, in the reasonable opinion of the Investor
and the Company, may be necessary or advisable in connection with any acquisition or sale of Registrable Securities by the Investor (provided,
however, that the failure of the Investor to make such request shall not relieve the Company of any obligation or liability hereunder).


 


(c)       Investor
Review. The Company will not file any amendment or supplement to the Registration Statement, any New Registration Statement or any
Prospectus, other than documents incorporated by reference, relating to the Investor, the Registrable Securities or the transactions contemplated
hereby unless (A) the Investor shall have been advised and afforded the opportunity to review and comment thereon at least two (2) Business
Days prior to filing with the SEC, (B) the Company shall have given due consideration to any comments thereon received from the Investor
or its counsel, and (C) the Investor has not reasonably objected thereto (provided, however, that the failure of the Investor to make
such objection shall not relieve the Company of any obligation or liability hereunder), and the Company will furnish to the Investor at
the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement
or any Prospectus, except for those documents available via EDGAR.


 


(d)       Form
S-3. The Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be
filed with the SEC as required pursuant to the rules of Form S-3.


 


(e)       Copies
Available. The Company will furnish to the Investor and its counsel (at the expense of the Company) copies of the Registration Statement,
the Prospectus (including all documents incorporated by reference therein), any Prospectus Supplement, any New Registration Statement
and all amendments and supplements to the Registration Statement, the Prospectus or any New Registration Statement that are filed with
the SEC during the Registration Period (including all documents filed with or furnished to the SEC during such period that are deemed
to be incorporated by reference therein), in each case as soon as reasonably practicable upon the Investor’s request and in such
quantities as the Investor may from time to time reasonably request and, at the Investor’s request, will also furnish copies of
the Prospectus to each exchange or market on which sales of the Registrable Securities may be made; provided,
however, that the Company shall not be required to furnish any document (other than the Prospectus) to the Investor to the extent such
document is available on EDGAR.


 




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(f)       Qualification.
The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for or to qualify (i) the issuance
of the Commitment Shares and the sale of the Purchase Shares to the Investor under this Agreement and (ii) any subsequent resale of all
Commitment Shares and all Purchase Shares by the Investor, in each case, under applicable securities or “Blue Sky” laws of
the states of the United States in such states as is reasonably requested by the Investor during the Registration Period, and shall provide
evidence of any such action so taken to the Investor. During the Registration Period, the Company shall promptly notify the Investor
of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual
notice of the initiation or threat of any proceeding for such purpose.


 


(g)       Notification
of Stop Orders; Material Changes. The Company shall advise the Investor promptly (but in no event later than 24 hours) and shall confirm
such advice in writing, in each case: (i) of the Company’s receipt of notice of any request by the SEC or any other federal or state
governmental authority for amendment of or a supplement to the Registration Statement or any Prospectus or for any additional information;
(ii) of the Company’s receipt of notice of the issuance by the SEC or any other federal or state governmental authority of any stop
order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or Prospectus
Supplement, or any New Registration Statement, or of the Company’s receipt of any notification of the suspension of qualification
of the Registrable Securities for offering or sale in any jurisdiction or the initiation or contemplated initiation of any proceeding
for such purpose; and (iii) of the Company becoming aware of the happening of any event, which makes any statement of a material fact
made in the Registration Statement or any Prospectus untrue or which requires the making of any additions to or changes to the statements
then made in the Registration Statement or any Prospectus in order to state a material fact required by the Securities Act to be stated
therein or necessary in order to make the statements then made therein (in the case of any Prospectus, in light of the circumstances under
which they were made) not misleading, or of the necessity to amend the Registration Statement or any Prospectus to comply with the Securities
Act or any other law. If at any time the SEC, or any other federal or state governmental authority shall issue any stop order suspending
the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or Prospectus Supplement, the Company
shall use its reasonable best efforts to obtain the withdrawal of such order at the earliest practicable time. The Company shall furnish
to the Investor, without charge, a copy of any correspondence from the SEC or the staff of the SEC, or any other federal or state governmental
authority to the Company or its representatives relating to the Shelf Registration Statement, any New Registration Statement or any Prospectus,
or Prospectus Supplement as the case may be. The Company shall not deliver to the Investor any Regular Purchase Notice, Accelerated Purchase
Notice or Additional Accelerated Purchase Notice, and the Investor shall not be obligated to purchase any shares of Common Stock under
the Purchase Agreement, during the continuation or pendency of any of the foregoing events. If at any time the SEC shall issue any stop
order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any Prospectus
Supplement, the Company shall use its reasonable best efforts to obtain the withdrawal of such order at the earliest practicable time.
The Company shall furnish to the Investor, without charge, a copy of any correspondence from the SEC or the staff of the SEC to the Company
or its representatives relating to the Registration Statement or the Prospectus, as the case may be.


 




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(h)       Listing
on the Principal Market. The Company shall promptly secure the listing, or conditional listing as applicable, of all of the Purchase
Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to standard listing conditions, if
any, for transactions of this nature, official notice of issuance and the Exchange Cap) and upon each other national securities exchange
or automated quotation system, if any, upon which the Common Stock are then listed, and shall maintain, so long as any Common Stock shall
be so listed, such listing of all such Registrable Securities from time to time issuable hereunder. The Company shall use its reasonable
best efforts to maintain the listing of the Common Stock on the Principal Market and shall comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market. The Company shall not take
any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal Market. The
Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives
from any Person regarding the continued eligibility of the Common Stock for listing on the Principal Market; provided, however, that the
Company shall not provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public
information and that the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC
under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying
its obligations under this Section 3(h).


 


(i)       Delivery
of Shares. The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of DWAC Shares (not bearing
any restrictive legend) representing the Registrable Securities to be offered pursuant to the Shelf Registration Statement or any New
Registration Statement and enable such DWAC Shares to be in such denominations or amounts as the Investor may reasonably request and registered
in such names as the Investor may request.


 


(j)       Transfer
Agent. The Company shall at all times maintain the services of the Transfer Agent with respect to its Common Stock.


 


(k)       Approvals.
The Company shall use its reasonable best efforts to cause the Registrable Securities covered by any Registration Statement to be Registered
with or approved by such other governmental agencies or authorities in the United States as may be necessary to
consummate the disposition of such Registrable Securities.


 


(l)       Confirmation
of Effectiveness. If reasonably requested by the Investor at any time,
the Company shall deliver to the Investor a written confirmation from Company’s counsel
of whether or not the effectiveness of such Registration Statement has lapsed at any time for any reason (including, without limitation,
the issuance of a stop order) and whether or not the Registration Statement is currently effective and available to the Company for sale
of all of the Registrable Securities.  


 


(m)       Further
Assurances. The Company agrees to take all other reasonable actions as necessary and reasonably requested by
the Investor to expedite and facilitate disposition by the Investor of Registrable Securities pursuant to any Registration
Statement.


 


(n)       Suspension
of Sales. The Investor agrees that, upon receipt of any notice from the Company of the existence of any suspension or stop order as
set forth in Section 3(f) or 3(g), the Investor will immediately discontinue disposition of Registrable Securities pursuant
to any Registration Statement covering such Registrable Securities until the Investor's receipt of the copies of a notice regarding the
resolution or withdrawal of the suspension or stop order as contemplated by Section 3(f) or 3(g). Notwithstanding anything
to the contrary, the Company shall cause its transfer agent to promptly deliver to the Investor DWAC Shares without any restrictive legend
in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the
Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any
event of the kind described in Section 3(f) or 3(g) and for which the Investor has not yet settled.




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(o)       Transfer
Agent Instructions. On or before the date the Registration Statement is declared effective by the SEC, the Company shall issue to
the Transfer Agent the Commencement Irrevocable Transfer Agent Instructions in the form agreed to prior to the date hereof, and on the
date any Registration Statement which includes the Registrable Securities is ordered effective by the SEC, the Company shall deliver,
and shall cause legal counsel for the Company to deliver, to the Transfer Agent for such Registrable Securities (with copies to the Investor)
confirmation that such Registration Statement has been declared effective by the SEC in the form attached as an exhibit to the Commencement
Irrevocable Transfer Agent Instructions. Thereafter, if requested by the Investor at any time, the Company shall require its legal counsel
to deliver to the Investor a written confirmation whether or not the effectiveness of such Registration Statement has lapsed at any time
for any reason (including, without limitation, the issuance of a stop order) and whether or not the Registration Statement is current
and available to the Investor for sale of all of the Registrable Securities.


 


		4.	OBLIGATIONS OF THE INVESTOR.



 


(a)       Investor
Information. The Investor has furnished to the Company in Exhibit A hereto such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition thereof, including any arrangement between the Investor and any other Person
relating to the sale or distribution of the Securities, as required to effect the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Investor
in writing of any other information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder.
The Investor will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit A,
other than changes in its ownership of Common Stock.


 


(b)       Investor
Cooperation. The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation
and filing of any amendments and supplements to any Registration Statement or New Registration Statement hereunder.


 


		5.	EXPENSES OF REGISTRATION.



 


All reasonable
expenses of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other expenses of, the
Investor, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including,
without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel
for the Company, shall be paid by the Company.


 




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		6.	INDEMNIFICATION.



 


(a)       To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person,
if any, who controls the Investor, the members, the directors, officers, partners, employees, members, managers, agents, representatives
of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Exchange Act (each,
an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs,
reasonable attorneys’ fees, amounts paid in settlement (with the consent of the Company, such consent not to be unreasonably withheld)
or reasonable expenses, (collectively, “Claims”) reasonably incurred in investigating, preparing or defending any action,
claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative
or other regulatory agency or body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party
thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement
of a material fact in the Shelf Registration Statement, any New Registration Statement or any post-effective amendment thereto or in any
filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction
in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue
statement of a material fact contained in the final Prospectus or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading,
(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law,
including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to the Shelf Registration Statement or any New Registration Statement or (iv) any material
violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv)
being, collectively, “Violations”).  The Company shall reimburse each Indemnified Person promptly as such expenses
are incurred and are due and payable, for any reasonable out-of-pocket legal fees or other reasonable expenses incurred by them in connection
with investigating or defending any such Claim.  Notwithstanding anything to the contrary contained herein,
the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim by an Indemnified Person arising out
of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by the
Investor or such Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New Registration
Statement, the Prospectus or any such amendment thereof or supplement thereto, if such in each case if the foregoing was timely made available
by the Company; (B) with respect to any superseded prospectus, shall not inure to the benefit of any such Person
from whom the Person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of
any other Indemnified Person) if the untrue statement or omission of material fact contained in the superseded
prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made available
by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly
advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation; and (C) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not
be unreasonably withheld.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 8.


 




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(b)       In
connection with the Shelf Registration Statement, any New Registration Statement or Prospectus, the Investor agrees to indemnify,
hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers who signed the Shelf Registration Statement or signs any New Registration Statement, each Person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange
Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent,
and only to the extent, that such Violation occurs in reliance upon and in conformity with written information about the Investor set
forth on Exhibit A attached hereto or updated from time to time in writing by the Investor and furnished to the Company by the
Investor expressly for inclusion in the Shelf Registration Statement or Prospectus or any New Registration Statement or from the failure
of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made
available by the Company pursuant to Section 3(c) or Section 3(e); and, subject to Section 6(d), the Investor will
reimburse any reasonable out-of-pocket legal or other expenses reasonably incurred by them in connection with investigating or defending
any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement
with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld; provided, further,
however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages
as does not exceed the net proceeds to the Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement.
 Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 8.


 


(c)       Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if
a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses
to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation
by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding.
The Indemnified Party or Indemnified Person shall cooperate with the indemnifying party in connection with any negotiation or defense
of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or claim.  The indemnifying party shall keep the Indemnified
Party or Indemnified Person fully apprised as to the status of the defense or any settlement negotiations with respect thereto.  No
indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided,
however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.  No indemnifying party shall,
without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or
Indemnified Person of a release from all liability in respect to such claim or litigation.  Following indemnification as provided
for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to
all third parties, firms or corporations relating to the matter for which indemnification has been made.  The failure to deliver
written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying
party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying
party is prejudiced in its ability to defend such action.


 




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(d)       The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.  Any Person receiving a payment pursuant to this
Section 6 which person is later determined to not be entitled to such payment shall return such payment to the person making it.


 


(e)       The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.


 


		7.	CONTRIBUTION.



 


To the
extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted
by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount
of proceeds received by such seller from the sale of such Registrable Securities.


 


		8.	ASSIGNMENT OF REGISTRATION RIGHTS.



 


The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor; provided,
however, that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company
remains the surviving entity immediately after such transaction shall not be deemed an assignment.  The Investor may not assign its
rights under this Agreement without the prior written consent of the Company, other than to an affiliate of the Investor controlled by
Jonathan Cope or Josh Scheinfeld, in which case the assignee must agree in writing to be bound by the terms and conditions of this Agreement.


 


		9.	AMENDMENT OF REGISTRATION RIGHTS.



 


No
provision of this Agreement may be amended or waived by the parties from and after the date that is one Business Day immediately preceding
the initial filing of the Initial Prospectus Supplement with the SEC. Subject to the immediately preceding sentence, no provision of this
Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument
signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.




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		10.	MISCELLANEOUS.



 


(a)       Notices.
Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing and
will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii) upon receipt, when
sent by electronic message (provided the recipient responds to the message and confirmation of both electronic messages are kept on file
by the sending party); or (iv) one (1) Business Day after timely deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


Lightwave Logic,
Inc.


369 Inverness Parkway, Suite 350


Englewood, CO 80112


Telephone:720-340-4949


E-mail:jim@lightwavelogic.com


Attention:James S. Marcelli, President


 


With a copy to (which shall
not constitute notice or service of process):


 


K&L Gates, LLP


200 S. Biscayne Blvd.,
Ste. 3900


Miami, Florida 33131


Telephone:(305)
539-3306


Facsimile: (305)
358-7095


E-mail: clayton.parker@klgates.com


Attention:Clayton E. Parker, Esq.


 


If to the Investor:


 


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


Telephone:(312) 822-9300


Facsimile:(312) 822-9301


E-mail:jscheinfeld@lpcfunds.com/jcope@lpcfunds.com


Attention:Josh Scheinfeld/Jonathan
Cope


 


or at
such other address, e-mail address and/or facsimile number and/or to the attention of such other person as the recipient party has specified
by written notice given to each other party at least one (1) Business Day prior to the effectiveness of such change.  Written confirmation
of receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by
the sender’s facsimile machine containing the time, date, and recipient facsimile number, (C) electronically generated by the sender’s
electronic mail containing the time, date and recipient email address or (D) provided by a nationally recognized overnight delivery service,
shall be rebuttable evidence of receipt in accordance with clause (i), (ii), (iii) or (iv) above, respectively.  Any party to this
Agreement may give any notice or other communication hereunder using any other means (including messenger service, ordinary mail or electronic
mail), but no such notice or other communication shall be deemed to have been duly given unless it actually is received by the party for
whom it is intended.


 




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(b)       No
Waiver. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right,
power or privilege.


 


(c)       Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of Illinois.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the County of Cook, in the State of Illinois for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in
any manner permitted by law.  If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity
or enforceability of any provision of this Agreement in any other jurisdiction.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING
OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(d)       Integration.
This Agreement, the Purchase Agreement and the other Transaction Documents constitute the entire understanding among the parties
hereto with respect to the subject matter hereof and thereof.  There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein.  This Agreement, the Purchase Agreement and the other Transaction
Documents supersede all other prior oral or written agreements between the Investor, the Company, their affiliates and persons acting
on their behalf with respect to the subject matter hereof and thereof.


 


(e)       No
Third Party Benefits. Subject to the requirements of Section 8, this Agreement shall inure to the benefit of and be binding
upon the permitted successors and assigns of each of the parties hereto.


 


(f)       Headings.
The headings in this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.


 


(g)       Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile or
pdf (or other electronic reproduction of a) signature shall be considered due execution and shall be binding upon the signatory thereto
with the same force and effect as if the signature were an original, not a facsimile or pdf (or other electronic reproduction of a) signature.


 




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(h)       Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such
other agreements, certificates, instruments and documents as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(i)       The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.


 


(j)       This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.


 


[Signature
Page Follows]




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IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be duly executed as of date first written above.


 


 





	 	THE COMPANY:
	 	 	 
	 	LIGHTWAVE LOGIC, INC. 
	 	 	 
	 	 	 
	 	By: 	/s/ James S. Marcelli
	 	Name: 	James S. Marcelli
	 	Title: 	President
	 	 	 
	 	 	 
	 	THE INVESTOR:
	 	 	 
	 	 	 
	 	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: ROCKLEDGE CAPITAL CORPORATION
	 	 	 
	 	 	 
	 	By: 	/s/ Joshua Scheinfeld
	 	Name:	Joshua Scheinfeld
	 	Title: 	President


 


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