REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2008 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 25, 2008, by and among Lighting Science Group Corporation, a Delaware corporation (the “Company”), and Pegasus Partners IV, L.P. (the “Investor”).
Bank of Montreal Loan Authorization Agreement Dated: July 25, 2008Authorization Agreement • July 29th, 2008 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
The Company referred to below has applied for, and Bank of Montreal, Chicago, Illinois (“Lender”) has approved, the establishment of, a loan authorization account (“Loan Account”) from which the Company may from time to time request loans and may request letters of credit up to the maximum amount of credit shown below (the “Maximum Credit”). Interest on such loans is computed at a variable rate which may change daily based upon changes in the Lender’s Prime Rate (as hereinafter defined). The Company may make principal payments at any time and in any amount without premium or penalty. The request by the Company for, and the making by the Lender of, any loan against the Loan Account or the issuance by the Lender of any letters of credit pursuant hereto shall constitute an agreement between the Company and the Lender as follows:
LIGHTING SCIENCE GROUP CORPORATION LOAN GUARANTY Transaction Fee and Expense Fee Side LetterLighting Science Group Corp • July 29th, 2008 • Electric lighting & wiring equipment
Reference is made to the form of Guaranty (including the exhibit and other attachments thereto, the “Guaranty”) contemplated to be entered into among BMO Capital Markets Financing, Inc., Bank of Montreal (together with BMO Capital Markets Financing, Inc., the “Lenders”) and Pegasus Partners IV, L.P. (“Pegasus”), an affiliate of Pegasus Capital Advisors, L.P. (“PCA” or “us”), pursuant to which Pegasus guarantees to the Lenders the full payment of a loan agreement (the “Loan Agreement”) between the Lenders and Lighting Science Group Corporation (the “Company” or “you”). PCA and you have agreed to execute this side letter (this “Side Letter”) in anticipation of the execution of the Guaranty and Loan Agreement (together, the “Transaction”).
Pegasus Partners IV, L.P. 505 Park Avenue New York, New York 10022Lighting Science Group Corp • July 29th, 2008 • Electric lighting & wiring equipment
Reference is made to the letter agreement dated the date hereof (including the exhibits and other attachments thereto, the “Letter Agreement”) between you and us. Terms used but not defined in this letter agreement (this “Fee Letter”) shall have the meanings assigned thereto in the Letter Agreement.
ASSET PURCHASE AGREEMENT by and among and THE STOCKHOLDERS (listed on the signature pages hereto) Dated as of July 29, 2008Asset Purchase Agreement • July 29th, 2008 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
This ASSET PURCHASE AGREEMENT (the “Agreement”) is dated as of July 29, 2008, by and among LLI Acquisition, Inc., a Delaware corporation (“Purchaser”), Lighting Science Group Corporation (“LSG”), Lamina Lighting Incorporated, a Delaware corporation (the “Seller”), and each of the stockholders of the Seller set forth on the signature pages hereto (each a “Stockholder” and together the “Stockholders”).
