Delaware Secretary of State Uses in Offering Clause

Offering from Convertible Note

FOR VALUE RECEIVED, the undersigned, LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (Borrower), promises to pay to the order of PEGASUS PARTNERS IV, L.P., a Delaware limited partnership (Lender), the sum of THIRTY TWO MILLION EIGHT HUNDRED FORTY SIX THOUSAND SIX HUNDRED NINETEEN DOLLARS AND TWO CENTS ($32,846,619.02) or so much thereof as may be outstanding hereunder, together with interest.

Offering. Borrower will use its commercially reasonable efforts to conduct a rights offering (the Offering) as soon as is reasonably practical, which Offering shall consist of the offering of at least 13,000,000 Units (as hereinafter defined, which number of Units excludes the number of Units that may be acquired pursuant to this Note) at a price of $1.006 per Unit. Each unit (a Unit) will consist of one share (a Series D Preferred Share) of Borrowers newly designated Series D Non-Convertible Preferred Stock, which shares shall have the designations, powers, preferences and rights set forth in the form of Certificate of Designation attached hereto as Exhibit A (the Series D Certificate of Designation), and that portion of a Warrant representing the right to purchase one share of Borrowers common stock for $6.00 per share, which Warrant shall be substantially in the form of Exhibit B attached hereto (the Warrant). Borrower will use its commercially reasonable efforts to cause the Series D Certificate of Designation to be filed with the Delaware Secretary of State in substantially the form attached hereto as Exhibit A as soon as is reasonably practical.

Offering from Convertible Note

FOR VALUE RECEIVED, the undersigned, LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (Borrower), promises to pay to the order of KONINKLIJKE PHILIPS ELECTRONICS N.V. (Lender), on the Maturity Date the sum of FIVE MILLION DOLLARS ($5,000,000.00) or so much thereof as may be outstanding hereunder, together with interest.

Offering. Borrower will use its commercially reasonable efforts to conduct a rights offering (the Offering) as soon as is reasonably practical, which Offering shall consist of the offering of approximately 13,000,000 Units (as hereinafter defined, which number of Units excludes the number of Units that may be acquired pursuant to this Note) at a price of $1.006 per Unit. Each unit (a Unit) will consist of one share (a Series D Preferred Share) of Borrowers newly designated Series D Non-Convertible Preferred Stock, which Preferred Shares shall have the designations, powers, preferences and rights set forth in the form of Certificate of Designation attached hereto as Exhibit A (the Series D Certificate of Designation), and that portion of a Warrant representing the right to purchase one share of Borrowers common stock for $6.00 per share, which Warrant shall be substantially in the form of Exhibit B attached hereto (the Warrant). Borrower will use its commercially reasonable efforts to cause the Series D Certificate of Designation to be filed with the Delaware Secretary of State in substantially the form attached hereto as Exhibit A as soon as is reasonably practical.