0001136261-07-000161 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 11th, 2007 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 4th day of October, 2007, by and between Lighting Science Group Corporation, a Delaware corporation (the "Company") and LED Holdings, LLC (the "Investor" ).

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STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • October 11th, 2007 • Lighting Science Group Corp • Electric lighting & wiring equipment • Delaware

THIS STOCKHOLDER VOTING AGREEMENT (this "Agreement") is made, entered into, and effective as of October 4, 2007, by and among Lighting Science Group Corporation, a Delaware corporation ("LSG"), LED Holdings, LLC, a Delaware limited liability company ("LED"), and the persons listed on Schedule A to this Agreement (each, a "Stockholder" and, collectively, the "Stockholders").

LSG Letterhead]
Lighting Science Group Corp • October 11th, 2007 • Electric lighting & wiring equipment

Reference is hereby made to the Exchange and Contribution Agreement, dated as of October 4, 2007 (the "Agreement"), by and between LED Holdings, LLC ("LED") and Lighting Science Group Corporation ("LSG").

EXCHANGE AND CONTRIBUTION AGREEMENT by and among LED HOLDINGS, LLC AND LIGHTING SCIENCE GROUP CORPORATION Dated as of October 4, 2007
Exchange and Contribution Agreement • October 11th, 2007 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

EXCHANGE AND CONTRIBUTION AGREEMENT dated as of October 4, 2007 (this "Agreement"), by and among LED HOLDINGS, LLC, a Delaware limited liability company ("LED"), and LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation ("LSG," and together with LED, the "Parties").

LIGHTING SCIENCE GROUP CORPORATION 505 Park Avenue, 21st Floor New York, New York 10022
Lighting Science Group Corp • October 11th, 2007 • Electric lighting & wiring equipment • New York
LIGHTING SCIENCE GROUP CORPORATION 505 Park Avenue, 21st Floor New York, New York 10022
Lighting Science Group Corp • October 11th, 2007 • Electric lighting & wiring equipment • New York
EMPLOYMENT AGREEMENT
Employment Agreement • October 11th, 2007 • Lighting Science Group Corp • Electric lighting & wiring equipment • Delaware

EMPLOYMENT AGREEMENT (this "Agreement") is dated as of October 4, 2007, by and between Lighting Science Group Corporation, a Delaware corporation (the "Company") and Kevin Furry ("Executive", and together with the Company, the "Parties").

TRADEMARK ASSIGNMENT
Trademark Assignment • October 11th, 2007 • Lighting Science Group Corp • Electric lighting & wiring equipment

TRADEMARK ASSIGNMENT ("Assignment"), dated as of dated as of October 4, 2007, by and among LED HOLDINGS, LLC, a Delaware limited liability company ("Assignor"), and LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation ("Assignee," and together with LED collectively the "Parties").

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