September 25, 2012 Pegasus Capital Advisors, L.P. c/o Pegasus Capital Advisors Cos Cob, CT 06807 Gentlemen:Preferred Stock Subscription Agreement • October 1st, 2012 • LED Holdings, LLC • Electric lighting & wiring equipment • New York
Reference is made to (i) the Series H Preferred Stock Subscription Agreement, dated as of May 25, 2012 (the “Riverwood Subscription Agreement”), between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and RW LSG Holdings LLC, a Delaware limited liability company (“Riverwood”), (ii) the Preferred Stock Subscription Agreement, dated as of the date hereof (the “Zouk Subscription Agreement”), between the Company, Cleantech Europe II (A) LP, a limited partnership established under the laws of England (“Cleantech A”), and Cleantech Europe II (B) LP, a limited partnership established under the laws of England (together with Cleantech A, “Zouk”), and (iii) the Preferred Stock Subscription Agreement, dated as of the date hereof (the “Portman Subscription Agreement” and together with the Riverwood Subscription Agreement and the Zouk Subscription Agreement, the “Subscription Agreements”), between the Company and Portman Limited, a Cayman Islands exempted company (“Portm
September 25, 2012 Pegasus Capital Advisors, L.P. c/o Pegasus Capital Advisors Cos Cob, CT 06807 Gentlemen:Co-Sale Agreement • October 1st, 2012 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware
Reference is made to the that certain letter agreement (the “Original Co-Sale Letter”), dated as of May 25, 2012, by Pegasus Capital Advisors, L.P., a Delaware limited partnership (“PCA”) for the benefit of RW LSG Holdings LLC, a Delaware limited liability company (“Riverwood”) and that certain Series H Preferred Stock Subscription Agreement, dated as of May 25, 2012 (the “Subscription Agreement”), between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and Riverwood, pursuant to which Riverwood acquired shares of Series H Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series H Preferred”), which Series H Preferred is 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 4 below. In connection with the execution of that certain letter agreement (the “Four Party Co-Sale Letter”), dated as of the date hereof, by PCA for the
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • October 1st, 2012 • LED Holdings, LLC • Electric lighting & wiring equipment
REDEMPTION OF MEMBERSHIP INTERESTRedemption of Membership Interest • October 1st, 2012 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware
THIS REDEMPTION OF MEMBERSHIP INTEREST (this “Redemption”) is made and entered into as of September 21, 2012 (the “Effective Date”), between LED Effects, Inc., a Nevada corporation (“LED Effects”), and LED Holdings, LLC, a Delaware limited liability company (“LED Holdings”). All terms used herein but not otherwise defined herein shall have the meanings set forth in that certain Amended and Restated Limited Liability Company Operating Agreement of LED Holdings, LLC, dated as of March 9, 2008, as amended (the “Company Agreement”).
September 25, 2012 Pegasus Capital Advisors, L.P. (“PCA”) c/o Pegasus Capital Advisors Cos Cob, CT 06807 Gentlemen:Series H Preferred Stock Subscription Agreement • October 1st, 2012 • LED Holdings, LLC • 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”), Cleantech Europe II (A) LP, a limited partnership established under the laws of England (“Cleantech A”) and Cleantech Europe II (B) LP, a limited partnership established under the laws of England (“Cleantech B” together with Cleantech A each a “Purchaser” and collectively the “Purchasers”), pursuant to which the Purchasers 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 Company’s Series H Preferred Stock Certificate of Designation (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 but not defined herein will have the meaning
