0001193125-10-159528 Sample Contracts

LIGHTING SCIENCE GROUP CORPORATION FIFTH AMENDMENT TO BANK OF MONTREAL LOAN AUTHORIZATION AGREEMENT
Lighting Science Group Corp • July 15th, 2010 • Electric lighting & wiring equipment • New York

Reference is hereby made to that certain Bank of Montreal Loan Authorization Agreement dated as of July 25, 2008 (the Bank of Montreal Loan Authorization Agreement as the same may be amended from time to time, being referred to herein as the “Loan Agreement”), between the undersigned, LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Borrower”), and BANK OF MONTREAL (the “Lender”); that certain Letter of Credit Rider dated as of July 25, 2008 (the “Letter of Credit Rider”), between the Borrower and the Lender, as amended from time to time; and that certain Demand Note payable to the order of Bank of Montreal dated as of April 19, 2010, in the principal amount of $10,000,000 (as amended from time to time, the “Previous Note”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Loan Agreement.

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RE: Amendment No. 1 to Amended and Restated Guaranty Extension Agreement
Guaranty Extension Agreement • July 15th, 2010 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

Reference is made to that certain Amended and Restated Guaranty Extension Agreement (the “Guaranty Agreement”), dated as of March 15, 2010, between Lighting Science Group Corporation (the “Company”) and Pegasus Partners IV, L.P. (“Pegasus”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Guaranty Agreement.

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