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September 25, 2012 Lighting Science Group Corporation Building 2A Satellite Beach, FL 32937 Re: Fee Agreements Gentlemen:Fee Agreements • September 26th, 2012 • RW LSG Holdings LLC • Electric lighting & wiring equipment • New York
Contract Type FiledSeptember 26th, 2012 Company Industry JurisdictionReference is made to (i) the Support Services Agreement, dated as of May 25, 2012, by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and Pegasus Capital Advisors, L.P., a Delaware limited partnership (“Pegasus”), (ii) the Support Services Agreement, dated as of May 25, 2012, by and between the Company, RW LSG Holdings LLC, a Delaware limited liability company, and RW LSG Management Holdings LLC, a Delaware limited liability company (together, “Riverwood”), (iii) the Letter Agreement, dated as of the date hereof, by and between the Company and Portman Limited, a Cayman Islands exempted company (“Portman”), and (iv) the Support Services Agreement, dated as of the date hereof, by and between the Company and Zouk Ventures Limited, a corporation incorporated under the laws of England (“Zouk” and together with Pegasus, Riverwood and Portman, the “Recipients”) (collectively, (i) – (iv) the “Agreements”).