Series H Preferred Stock Subscription Agreement Sample Contracts

May 25, 2012 Pegasus Capital Advisors, L.P. c/o Pegasus Capital Advisors Cos Cob, CT 06807 Gentlemen:
Series H Preferred Stock Subscription Agreement • May 31st, 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”) 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,

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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

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