VOTING AGREEMENTVoting Agreement • September 27th, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment
This Voting Agreement (“Agreement”) is entered into as of September 25, 2012, by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and RW LSG Holdings LLC (“Stockholder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is dated effective as of September 25, 2012, by and among Lighting Science Group Corporation (the “Company”), RW LSG Holdings LLC and RW LSG Management Holdings LLC (collectively with their respective successors, assigns and transferees, the “RW Holders”), Cleantech Europe II (A) LP and Cleantech Europe II (B) LP (collectively with their respective successors, assigns and transferees, the “Zouk Holders”) and Portman Limited (collectively with its respective successors, assigns and transferees, the “Portman Holders”, and together with the RW Holders and the Zouk Holders, the “Holders”).
PREFERRED STOCK SUBSCRIPTION AGREEMENTPreferred Stock Subscription Agreement • September 27th, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
THIS PREFERRED STOCK SUBSCRIPTION AGREEMENT (as may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into on September 25, 2012, by and among LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”) and Portman Limited, a Cayman Islands exempted company (“Purchaser”).
PROMISSORY NOTE AND PLEDGE AGREEMENTPromissory Note and Pledge Agreement • September 27th, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
This Promissory Note and Pledge Agreement (this “Note”) secures payment of the Purchase Price (as defined therein) by Maker pursuant to Section 1(a) of that certain Preferred Stock Subscription Agreement dated as of the date hereof, by and among Payee and Cleantech Europe II (A) LP and Cleantech Europe II (B) LP, as purchasers (the “Subscription Agreement”). Capitalized terms used herein but not defined herein shall have the meanings assigned to such term in the Subscription Agreement.
COMMITMENT AGREEMENTCommitment Agreement • September 27th, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
THIS COMMITMENT AGREEMENT to purchase common stock (this “Agreement”) is entered into as of September 25, 2012, by and between LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”), and PEGASUS PARTNERS IV, L.P., a Delaware limited partnership (“Pegasus”).
