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georgejones

08/09/13 8:40 AM

#6895 RE: Dead On Arrival #6894

Prop -- The simple answer to your question is that according to the new stock purchase agreement there are two types of "purchases": a "regular purchase" and an "accelerated purchase". (See item 1(t) in the Purchase Agreement. Here is the full agreement:

http://www.sec.gov/Archives/edgar/data/1325964/000155335013000271/lwlg_ex10z1.htm

Look at item 2 "Purchase of Common Stock". A "purchase" is what might be called a "compelled purchase" (my term). That is, instead of writing a check on an account sitting in a bank (a "draw"), the company tells the investor to buy stock it has preregistered under SEC regulations for that purpose in a certain amount and the investor is contractually required to do so.

There are two categories of purchase: 2(a) Regular Purchase and 2(b) Accelerated Purchase. A "regular" purchase is defined operationally in 2(a) by the manner in which such purchases are to be made under that section.

The "accelerated purchase" option (whose purchase mechanism is set forth in 2(b)) allows the company on any given day to demand purchase of more than the "regular purchase" amount. The terms of Section 2(b) state in effect that there are certain notice requirements that must be met over and above those controlling a regular purchase before the accelerated purchase can be compelled and there are certain limits imposed on the accelerated amounts that can be demanded. The maximum amount of an accelerated purchase on any given date is prescribed by a formula contained in 2(b):

"Purchase Shares not to exceed the lesser of (i) the maximum percentage of the Accelerated Purchase Share Percentage and (ii) two (2) times the number of Purchase Shares purchased pursuant to the corresponding Regular Purchase."

"Accelerated Purchase Share Percentage" is defined in item 1(d).

That formula speaks for itself. That's essentially it, I think, from a quick and dirty read of the new Purchase Agreement. I don't pretend to be an expert in these matters, so if I have erred in my interpretation or omitted something of importance, I will stand corrected.

Hope this helps.

And now, back to chasing ambulances. Anybody out these slip on a wet supermarket floor lately? (Hope not, but it never hurts to ask).
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Sean51101

08/09/13 9:29 AM

#6896 RE: Dead On Arrival #6894

Regarding the $1.50 floor:

An email correspondence I had w/Steve C. below:

Hi Sean!
No you are not. The $1.50 accelerated purchase price floor is a miss-print and the 8-K is being amended.
Thanks!
steve

Steven Cordovano
Director of Corporate Communications
Lightwave Logic, Inc.

203-299-0286
203-952-6373 Cell
855-575-3542 Fax

On Thu, Jun 13, 2013 at 3:21 PM, [I deleted my contact info (Sean51101)] wrote:

I notice the recent 8-k regarding the subsequent LPC Agreement indicates a $1.50 floor price. However, the full document appears to include the Regular $1.00 floor (pg 6) and Accelerated Purchases subject to $2.00 & $2.50 floors (no mention of the $1.50 noted in the 8-k).

Am I missing something?

Thanks very much for any insight you may provide,

[Sean51101]