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”).
May 25, 2012 Pegasus Capital Advisors, L.P. c/o Pegasus Capital Advisors Cos Cob, CT 06807 Gentlemen:LED Holdings, LLC • May 31st, 2012 • 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 13DLED Holdings, LLC • May 31st, 2012 • Electric lighting & wiring equipment
AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights • 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.
EXCHANGE AND REDEMPTION AGREEMENTExchange and Redemption Agreement • May 31st, 2012 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware
THIS EXCHANGE AND REDEMPTION AGREEMENT (this “Agreement”) is entered into as of May 25, 2012, by and between LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”), LSGC HOLDINGS LLC, a Delaware limited liability company (“LSGC Holdings”) and Continental Casualty Company, an Illinois insurance company (“CCC”).
