AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DAgreement Regarding the Joint Filing of Schedule 13d • May 26th, 2011 • LED Holdings, LLC • Electric lighting & wiring equipment
SERIES G UNIT SUBSCRIPTION AGREEMENTSeries G Unit Subscription Agreement • April 6th, 2012 • LED Holdings, LLC • Electric lighting & wiring equipment • New York
THIS SERIES G UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into on March 28, 2012, by and between LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”) and PCA LSG Holdings, LLC, a Delaware limited liability company (“Purchaser”). Defined terms used and not defined herein shall have the meanings ascribed thereto in the Certificate of Designation (as defined below).
EQUITY PURCHASE AGREEMENT by and among CLEANTECH EUROPE II (B) LP LSGC HOLDINGS III LLC and LIGHTING SCIENCE GROUP CORPORATION, for the purposes set forth herein Dated: February 3, 2017Equity Purchase Agreement • February 9th, 2017 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of this 3rd day of February, 2017 (the “Closing Date”) and effective as of 12:01 a.m. EST time thereon (the “Effective Time”), is by and among Cleantech Europe II (B) LP, a limited partnership established under the laws of England (the “Seller”), LSGC Holdings III LLC, a Delaware limited liability company (the “Buyer”), and, for the purposes set forth herein, Lighting Science Group Corporation, a Delaware corporation (the “Company”).
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • December 5th, 2013 • LED Holdings, LLC • Electric lighting & wiring equipment
September 25, 2012 Pegasus Capital Advisors, L.P. c/o Pegasus Capital Advisors Cos Cob, CT 06807 Gentlemen:Preferred Stock Subscription Agreement • October 1st, 2012 • LED Holdings, LLC • Electric lighting & wiring equipment • New York
Reference is made to (i) the Series H Preferred Stock Subscription Agreement, dated as of May 25, 2012 (the “Riverwood Subscription Agreement”), between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and RW LSG Holdings LLC, a Delaware limited liability company (“Riverwood”), (ii) the Preferred Stock Subscription Agreement, dated as of the date hereof (the “Zouk Subscription Agreement”), between the Company, Cleantech Europe II (A) LP, a limited partnership established under the laws of England (“Cleantech A”), and Cleantech Europe II (B) LP, a limited partnership established under the laws of England (together with Cleantech A, “Zouk”), and (iii) the Preferred Stock Subscription Agreement, dated as of the date hereof (the “Portman Subscription Agreement” and together with the Riverwood Subscription Agreement and the Zouk Subscription Agreement, the “Subscription Agreements”), between the Company and Portman Limited, a Cayman Islands exempted company (“Portm
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2007 • LED Holdings, LLC • Electric lighting & wiring equipment • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 4th day of October, 2007, by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and LED Holdings, LLC (the “Investor” ).
September 25, 2012 Pegasus Capital Advisors, L.P. c/o Pegasus Capital Advisors Cos Cob, CT 06807 Gentlemen:Co-Sale Agreement • October 1st, 2012 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware
Reference is made to the that certain letter agreement (the “Original Co-Sale Letter”), dated as of May 25, 2012, by Pegasus Capital Advisors, L.P., a Delaware limited partnership (“PCA”) for the benefit of RW LSG Holdings LLC, a Delaware limited liability company (“Riverwood”) and that certain Series H Preferred Stock Subscription Agreement, dated as of May 25, 2012 (the “Subscription Agreement”), between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and Riverwood, pursuant to which Riverwood acquired shares of Series H Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series H Preferred”), which Series H Preferred is convertible into shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”). Certain capitalized terms used herein are defined in Section 4 below. In connection with the execution of that certain letter agreement (the “Four Party Co-Sale Letter”), dated as of the date hereof, by PCA for the
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • October 1st, 2012 • LED Holdings, LLC • Electric lighting & wiring equipment
CONTRIBUTION AGREEMENTContribution Agreement • November 5th, 2010 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of September 30, 2010, is by and between PP IV (AIV) LED LLC, a Delaware limited liability company (“Investor”), and LSGC Holdings LLC, a Delaware limited liability company (the “Company”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2012 • LED Holdings, LLC • Electric lighting & wiring equipment
This AMENDMENT NO.1 (this “Amendment”) TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of May 25, 2012, by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”), and Pegasus Partners IV, L.P. (the “Investor”) and amends that certain Amended and Restated Registration Rights Agreement, dated as of January 23, 2009, by and between the Company and the Investor (the “Registration Rights Agreement”). This Amendment clarifies and implements the intent of the Registration Rights Agreement.
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • December 23rd, 2011 • LED Holdings, LLC • Electric lighting & wiring equipment
COMMITMENT AGREEMENTCommitment Agreement • May 31st, 2012 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware
THIS COMMITMENT AGREEMENT to purchase preferred stock (this “Agreement”) is entered into as of May 25, 2012, by and between LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”), PEGASUS CAPITAL ADVISORS, L.P., a Delaware limited partnership (“PCA”), PEGASUS PARTNERS IV, L.P., a Delaware limited partnership (“PPIV”), PCA LSG Holdings, LLC, a Delaware limited liability company (“PCA Holdings”) and LSGC Holdings II LLC, a Delaware limited liability company (“Holdings II” and together with PCA, PPIV and PCA Holdings, the “Investors”).
PURCHASE OPTION EXERCISE AGREEMENTPurchase Option Exercise Agreement • February 9th, 2017 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware
PURCHASE OPTION EXERCISE AGREEMENT, dated as of February 3, 2017 (this “Exercise Agreement”), among RIVERWOOD CAPITAL PARTNERS L.P., a Cayman Islands exempted limited partnership (“RCP”), LSGC HOLDINGS III LLC, a Delaware limited liability company (“Buyer”), RW LSG Holdings, LLC, a Delaware limited liability company (“RW LSG Holdings”) and RW LSG Management Holdings, LLC, a Delaware limited liability company (“RW LSG Management”).
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DAgreement Regarding the Joint Filing of Schedule 13d • January 30th, 2012 • LED Holdings, LLC • Electric lighting & wiring equipment
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 6th, 2015 • LED Holdings, LLC • Electric lighting & wiring equipment • New York
THIS SECURITIES PURCHASE AGREEMENT (as may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into on January 30, 2015, by and between PCA LSG Holdings, LLC, a Delaware limited liability company (the “Seller”) and LSGC Holdings III LLC, a Delaware limited liability company (the “Buyer”).
EQUITY PURCHASE AGREEMENT by and between LSGC HOLDINGS III LLC and VANTAGEPOINT VENTURE PARTNERS 2006 (Q), L.P. and VANTAGEPOINT CLEANTECH PARTNERS II, L.P. Dated: February 3, 2017Equity Purchase Agreement • February 9th, 2017 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of February 3, 2017 by and between VantagePoint Venture Partners 2006 (Q), L.P. (“VPVP”) and VantagePoint CleanTech Partners II, L.P. (“VPCTP” and collectively with VPVP, the “Sellers”) and LSGC Holdings III LLC, a Delaware limited liability company (the “Buyer”).
May 25, 2012 Pegasus Capital Advisors, L.P. c/o Pegasus Capital Advisors Cos Cob, CT 06807 Gentlemen:Series H Preferred Stock Subscription Agreement • May 31st, 2012 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware
Reference is made to the Series H Preferred Stock Subscription Agreement, dated as of the date hereof (the “Subscription Agreement”), between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and RW LSG Holdings LLC, a Delaware limited partnership (“Purchaser”), pursuant to which Purchaser shall acquire shares of Series H Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series H Preferred”) issued pursuant to the certificate of designation with respect to the Series H Preferred, a copy of which is attached as Exhibit A hereto (the “Series H Certificate”), which Series H Preferred will be convertible into shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”). Certain capitalized terms used herein are defined in Section 5 below; capitalized terms used but not defined herein will have the meanings therefor set forth in the Series H Certificate. To induce Purchaser to enter into the Subscription Agreement,
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • July 30th, 2008 • LED Holdings, LLC • Electric lighting & wiring equipment
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • September 1st, 2009 • LED Holdings, LLC • Electric lighting & wiring equipment
ARTICLE I DEFINITIONS 2 ARTICLE II PURCHASE AND SALE 5 Section 2.1 Option to Purchase the Membership Interests 5 Section 2.2 Exercise Period; Delivery of Notice 5 Section 2.3 Closing 6 ARTICLE III DELIVERIES AND OTHER ACTIONS 6 Section 3.1 Conditions...Membership Interest Purchase Option • September 18th, 2015 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware
THIS MEMBERSHIP INTEREST PURCHASE OPTION (this “Agreement”), dated as of this 11th day of September, 2015, is by and between RIVERWOOD CAPITAL PARTNERS L.P., a Delaware limited partnership (RCP”), LSGC HOLDINGS III LLC, a Delaware limited liability company (the “Buyer”), RW LSG Holdings, LLC, a Delaware limited liability company “RW LSG Holdings”), RW LSG Management Holdings, LLC, a Delaware limited liability company (“RW LSG Management”).
ADDITIONAL CONTRIBUTION AGREEMENTAdditional Contribution Agreement • November 5th, 2010 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 5, 2010, is by and between Pegasus Partners IV, L.P., a Delaware limited partnership (“Investor”), and LSGC Holdings LLC, a Delaware limited liability company (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 26th, 2011 • LED Holdings, LLC • Electric lighting & wiring equipment • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into on May 16, 2011 between LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”), LSGC Holdings LLC, a Delaware limited liability company (“Holdings”), and LSGC Holdings II LLC, a Delaware limited liability company (“Holdings II” and together with Holdings, the “Purchasers”).
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • February 9th, 2017 • LED Holdings, LLC • Electric lighting & wiring equipment
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13D and any and all amendments thereto with respect to the securities referenced in such statement, as amended, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. Additionally, the undersigned hereby agree as follows:
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • May 1st, 2008 • LED Holdings, LLC • Electric lighting & wiring equipment
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • May 31st, 2012 • LED Holdings, LLC • Electric lighting & wiring equipment
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • February 20th, 2009 • LED Holdings, LLC • Electric lighting & wiring equipment
PARTICIPATION AGREEMENTParticipation Agreement • December 23rd, 2011 • LED Holdings, LLC • Electric lighting & wiring equipment • New York
THIS PARTICIPATION AGREEMENT (this “Agreement”) is entered into as of December 19, 2011, among PCA LSG Holdings, LLC, a Delaware limited liability company (“PCA Holdings”), Pegasus Partners IV, L.P., a Delaware limited partnership (“Fund IV”), Pegasus Investors IV, L.P., a Delaware limited partnership (the “Fund IV GP”), Pegasus Capital Partners IV, L.P., a Delaware limited partnership (“PCP IV”), and Pegasus Partners IV (OA), LP, a Delaware limited partnership (the “OA Fund”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Second Amended and Restated Agreement of Limited Partnership of Fund IV dated as of September 28, 2007, as amended.
CONTRIBUTION AGREEMENTContribution Agreement • November 5th, 2010 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of September 30, 2010, is by and between Pegasus Partners IV, L.P., a Delaware limited partnership (“Investor”), and LSGC Holdings LLC, a Delaware limited liability company (the “Company”).
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • April 11th, 2008 • LED Holdings, LLC • Electric lighting & wiring equipment
GuarantyGuaranty • July 30th, 2008 • LED Holdings, LLC • Electric lighting & wiring equipment
For value received and in consideration of advances made or to be made, or credit given or to be given, or other financial accommodation afforded or to be afforded to Lighting Science Group Corporation, a Delaware corporation (hereinafter designated as “Borrower”), by Bank of Montreal, Chicago, Illinois (hereinafter called the “Lender”), from time to time, Pegasus Partners IV, L.P. (the “Undersigned”) hereby guarantees the full and prompt payment to the Lender at maturity and at all times thereafter of any and all indebtedness, obligations and liabilities of every kind and nature of the Borrower to the Lender, pursuant to that certain Loan Authorization Agreement of even date herewith between the Lender and the Borrower (the “Loan Agreement”), including, without limitation, any reimbursement obligations in connection with letters of credit issued by the Lender on behalf of the Borrower, howsoever evidenced, whether now existing or hereafter created or arising, whether direct or indirec
EXCHANGE AND CONTRIBUTION AGREEMENT BY AND AMONG LED HOLDINGS, LLC AND LIGHTING SCIENCE GROUP CORPORATION Dated as of October 4, 2007Exchange and Contribution Agreement • October 15th, 2007 • LED Holdings, LLC • Electric lighting & wiring equipment • New York
EXCHANGE AND CONTRIBUTION AGREEMENT dated as of October 4, 2007 (this “Agreement”), by and among LED HOLDINGS, LLC, a Delaware limited liability company (“LED”), and LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (“LSG,” and together with LED, the “Parties”).
ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 4 Section 2.1 Option to Sell the Purchased Shares 4 Section 2.2 Exercise Period; Delivery of Notice 4 Section 2.3 Purchase Price 4 Section 2.4 Closing 5 ARTICLE III DELIVERIES AND OTHER ACTIONS 5...Equity Put Option • September 18th, 2015 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware
THIS EQUITY PUT OPTION (this “Agreement”), dated as of this 11th day of September, 2015, is by and among Cleantech Europe II (A) LP, a limited partnership under the laws of England (“Cleantech A”), Cleantech Europe II (B) LP, a limited partnership under the laws of England (“Cleantech B” and together with Cleantech A, the “Seller”) and LSGC HOLDINGS III LLC, a Delaware limited liability company (the “Buyer”).
EQUITY PURCHASE AGREEMENT by and between LSGC HOLDINGS III LLC and RW LSG HOLDINGS, LLC Dated: September 11, 2015Equity Purchase Agreement • September 18th, 2015 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of this 11th day of September, 2015 (the “Closing Date”) and effective as of 12:01 a.m. EST time thereon (the “Effective Time”), is by and between RW LSG Holdings, LLC, a Delaware limited liability company (the “Seller”) and LSGC Holdings III LLC, a Delaware limited liability company (the “Buyer”).
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DAgreement Regarding the Joint Filing of Schedule 13d • August 17th, 2009 • LED Holdings, LLC • Electric lighting & wiring equipment
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DAgreement Regarding the Joint Filing of Schedule 13d • January 12th, 2009 • LED Holdings, LLC • Electric lighting & wiring equipment
