EX-10.1 3 ex10x1.htm EXHIBIT 10.1 - AMENDMENT TO SALES AGREEMENT BY AND BETWEEN THE COMPANY AND ROTH CAPITAL PARTNERS, LLC

Exhibit 10.1

 

 

LIGHTWAVE LOGIC, INC.

AMENDMENT TO SALES AGREEMENT

 

THIS AMENDMENT (this “Amendment”) is entered into by and between Lightwave Logic, Inc., a Nevada corporation (the “Company”) and Roth Capital Partners, LLC (the “Agent”) as of this 20th day of April, 2026.

 

RECITALS

 

A. The Company previously entered into that certain Sales Agreement, dated December 9, 2022 (the “Sales Agreement”) by and between the Company and Agent.

 

B. The Company and Agent now wish to amend the Sales Agreement as set forth in this Amendment.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Agent hereby agrees as follows:

 

1.Effective as of the date of this Amendment, all references in the Sales Agreement to “$35,000,000” shall be revised to $51,404,500.

 

2.

Effective as of the date of this Amendment, Schedule 2 of the Sales Agreement shall be deleted in its entirety and replaced with the following:

 

The Company shall pay to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount up to 3% of the gross proceeds from each sale of Placement Shares

  

3.No Other Modifications. Except for the rights expressly waived, amended or modified herein, the Sales Agreement shall each remain in full force and effect.

 

4.No Third Party Beneficiaries. This Amendment 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.

 

5.Counterparts. This Amendment 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 signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., 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 signature.

 

 
 

 

6.Severability. If any provision of this Amendment is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Amendment so long as this Amendment as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

 

7.Further Assurances. 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 Amendment and the consummation of the transactions contemplated hereby.

 

8.Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, 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 Amendment 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. 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 WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

 

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IN WITNESS WHEREOF, the Company and the Agent hereby execute this Amendment as of the date first above written.

 

LIGHTWAVE LOGIC, INC.

 

 

By:__/s/ Yves LeMaitre________________

Name: Yves LeMaitre

Title: Chief Executive Officer & President

 

 

ROTH CAPITAL PARTNERS, LLC

 

 

By:__/s/ Aaron Gurewitz_______________

Name: Aaron M. Gurewitz

Title: Co-Chief Executive Officer & Head of Investment Banking

 

 

 

[Signature page to Amendment]