REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
This Registration Rights Agreement (this “Agreement”) is dated effective as of May 25, 2012, by and among Lighting Science Group Corporation (the “Company”), and RW LSG Holdings LLC and RW LSG Management Holdings LLC (collectively with their respective successors, assigns and transferees, the “Holders”). In consideration of the mutual promises herein contained, and other consideration, the receipt and adequacy of which hereby is acknowledged, the parties hereto agree as follows:
COMMITMENT AGREEMENTCommitment Agreement • June 1st, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • Delaware
THIS COMMITMENT AGREEMENT to purchase preferred stock (this “Agreement”) is entered into as of May 25, 2012, by and between LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”), PEGASUS CAPITAL ADVISORS, L.P., a Delaware limited partnership (“PCA”), PEGASUS PARTNERS IV, L.P., a Delaware limited partnership (“PPIV”), PCA LSG Holdings, LLC, a Delaware limited liability company (“PCA Holdings”) and LSGC Holdings II LLC, a Delaware limited liability company (“Holdings II” and together with PCA, PPIV and PCA Holdings, the “Investors”).
PREFERRED STOCK SUBSCRIPTION AGREEMENTPreferred Stock Subscription Agreement • June 1st, 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 May 25, 2012, by and among LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”), RW LSG HOLDINGS LLC, a Delaware limited liability company (the “Primary Investor”) and the undersigned Purchasers (together with Primary Investor, the “Purchasers”).
SUPPORT SERVICES AGREEMENTSupport Services Agreement • June 1st, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
This SUPPORT SERVICES AGREEMENT, dated as of May 25, 2012 (this “Agreement”), is between LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”), RW LSG HOLDINGS LLC, a Delaware limited liability company (“Purchaser”) and RW LSG Management Holdings LLC, a Delaware limited liability company (“Riverwood”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment
This AMENDMENT NO. 1 (this “Amendment”) TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of May 25, 2012, by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”), and Pegasus Partners IV, L.P. (the “Investor”) and amends that certain Amended and Restated Registration Rights Agreement, dated as of January 23, 2009, by and between the Company and the Investor (the “Registration Rights Agreement”). This Amendment clarifies and implements the intent of the Registration Rights Agreement.
SUPPORT SERVICES AGREEMENTSupport Services Agreement • June 1st, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
THIS SUPPORT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2012, by and between Lighting Science Group Corporation, a Delaware corporation (“LSCG”) and Pegasus Capital Advisors, L.P., a Delaware limited partnership (“Pegasus”).
EXCHANGE AND REDEMPTION AGREEMENTExchange and Redemption Agreement • June 1st, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • Delaware
THIS EXCHANGE AND REDEMPTION AGREEMENT (this “Agreement”) is entered into as of May 25, 2012, by and between LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”), LSGC HOLDINGS LLC, a Delaware limited liability company (“LSGC Holdings”) and Continental Casualty Company, an Illinois insurance company (“CCC”).
