0000950123-09-038392 Sample Contracts

Second Allonge to Demand Note
Demand Note • August 27th, 2009 • Lighting Science Group Corp • Electric lighting & wiring equipment

This Second Allonge to Demand Note is attached to and made a part of that certain Demand Note (“Note") executed by Lighting Science Group Corporation (the “Borrower"), dated July 25, 2008, payable to the order of Bank of Montreal (the “Bank”), in the original principal amount of Twenty Million and No/100 Dollars ($20,000,000.00).

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GUARANTY EXTENSION AGREEMENT
Guaranty Extension Agreement • August 27th, 2009 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

This Guaranty Extension Agreement (this “Agreement”) is made and entered into as of the 24th day of August, 2009 by and between Lighting Science Group Corporation, a Delaware corporation (the "Borrower”), and Pegasus Partners IV, L.P., a Delaware limited partnership (the “Guarantor”).

LIGHTING SCIENCE GROUP CORPORATION AMENDED AND RESTATED EQUITY-BASED COMPENSATION PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • August 27th, 2009 • Lighting Science Group Corp • Electric lighting & wiring equipment • Delaware

This Agreement is made and entered into as of the Grant Date (as defined below) by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and (the “Optionee”):

Lighting Science Group Corporation Second Amendment To Bank of Montreal Loan Authorization Agreement and Demand Note Dated August 24, 2009
Bank of Montreal Loan Authorization Agreement and Demand Note • August 27th, 2009 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

Reference is hereby made to (i) that certain Bank of Montreal Loan Authorization Agreement dated as of July 25, 2008 (the Bank of Montreal Loan Authorization Agreement, as amended and as the same may be amended from time to time, being referred to herein as the “Loan Agreement”), between Lighting Science Group Corporation, a Delaware corporation (the “Borrower”) and Bank of Montreal (the “Bank”) and (ii) that certain Demand Note dated as of July 25, 2008 (the Demand Note, as amended and as the same may be amended from time to time, being referred to herein as the “Note”) made by the Borrower payable to the order of the Bank. All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Loan Agreement.

LIGHTING SCIENCE GROUP CORPORATION AMENDED AND RESTATED EQUITY-BASED COMPENSATION PLAN EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
Employee Incentive Stock Option Agreement • August 27th, 2009 • Lighting Science Group Corp • Electric lighting & wiring equipment • Delaware

This Agreement is made and entered into as of the Grant Date (as defined below) by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and (the “Optionee”):

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