0000866970-06-000015 Sample Contracts

WAIVER, CONSENT, AND AMENDMENT AGREEMENT
Consent, and Amendment Agreement • June 12th, 2006 • Lighting Science Group Corp • Electric lighting & wiring equipment • Delaware

THIS WAIVER, CONSENT, AND AMENDMENT AGREEMENT (this “Agreement”) is made, entered into, and effective as of June 2, 2006 by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of shares of the Company’s 6% Convertible Preferred Stock, $0.001 par value per share (“Preferred Stock”) and/or a warrant or warrants (“PIPE Warrants”) for the purchase shares of the Company’s common stock, $0.001 par value per share (“Common Stock”). Any and all capitalized terms used but not defined herein shall have the meaning(s) assigned to such terms in the Purchase Agreement (defined below).

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