VOTING AGREEMENTVoting Agreement • September 26th, 2012 • RW LSG Holdings LLC • Electric lighting & wiring equipment
This Voting Agreement (“Agreement”) is entered into as of September 25, 2012, by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and RW LSG Holdings LLC (“Stockholder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2012 • RW LSG Holdings LLC • Electric lighting & wiring equipment • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is dated effective as of September 25, 2012, by and among Lighting Science Group Corporation (the “Company”), RW LSG Holdings LLC and RW LSG Management Holdings LLC (collectively with their respective successors, assigns and transferees, the “RW Holders”), Cleantech Europe II (A) LP and Cleantech Europe II (B) LP (collectively with their respective successors, assigns and transferees, the “Zouk Holders”) and Portman Limited (collectively with its respective successors, assigns and transferees, the “Portman Holders”, and together with the RW Holders and the Zouk Holders, the “Holders”).
September 25, 2012 Pegasus Capital Advisors, L.P. c/o Pegasus Capital Advisors Cos Cob, CT 06807 Gentlemen:RW LSG Holdings LLC • September 26th, 2012 • 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
September 25, 2012 Pegasus Capital Advisors, L.P. c/o Pegasus Capital Advisors Cos Cob, CT 06807 Gentlemen:RW LSG Holdings LLC • September 26th, 2012 • 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 RW LSG Holdings LLC c/o Riverwood Capital Management Menlo Park, CA 94025 Gentlemen:RW LSG Holdings LLC • September 26th, 2012 • 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 Lighting Science Group Corporation Building 2A Satellite Beach, FL 32937 Re: Fee Agreements Gentlemen:RW LSG Holdings LLC • September 26th, 2012 • Electric lighting & wiring equipment • New York
Reference 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”).
