exv10w2






EXHIBIT 10.2




CONTRIBUTION AGREEMENT




          THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of September 30, 2010, is by
and between Pegasus Partners IV, L.P., a Delaware limited partnership (“Investor”), and
LSGC Holdings LLC, a Delaware limited liability company (the “Company”).




          WHEREAS, Investor has executed the Limited Liability Company Agreement of the Company, dated
the date hereof;




          WHEREAS, Investor wishes to effect a contribution to the Company of (i) $18,850,000 in cash
and (ii) the equity interests identified on Exhibit A hereto (together the
“Contribution”); and




          WHEREAS, the Company wishes to accept the Contribution and in consideration therefor credit
Investor’s capital account with a capital contribution equal to (i) $18,850,000 plus (ii) the
aggregate initial purchase price paid in exchange for the equity interests set forth in Exhibit
A hereto, which aggregate amount is equal to $103,653,108.




          NOW THEREFORE, in consideration of the mutual promises, covenants and agreements contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:




     1. Contribution.



     As of the date hereof:



          (a) Investor shall contribute, transfer, assign, convey and deliver to the Company, as a
contribution to capital, the Contribution; and




          (b) the Company shall accept the Contribution and immediately thereafter shall credit
Investor’s capital account with a capital contribution equal to $122,503,108.




     2. Miscellaneous



          (a) This Agreement constitutes the entire Agreement and supersedes all prior agreements and
understandings, whether oral or written, among the parties hereto with respect to the subject
matter hereof.




          (b) This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their successors and assigns.




          (c) This Agreement may be executed in any number of counterparts, each of which shall, when
executed, be deemed to be an original and all of which shall be deemed to be one and the same
instrument.




 









 





          (d) This Agreement shall be governed by and construed and enforced in accordance with the laws
of the state of Delaware, without reference to the conflict of laws principles thereof.




[Signature Page To Follow]






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     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement effective as of the date
first written above.



	 	 	 	 	 	 	 

	 	 	COMPANY	 	 
	 
	 	 	 	 	 	 
	 	 	LSGC HOLDINGS LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: Pegasus Partners IV, L.P., its managing member	 	 
	 
	 	 	 	 	 	 
	 	 	By: Pegasus Investors IV, L.P., its general partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: Pegasus Investors IV GP, L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven Wacaster	 	 
	 

	 	 	 	 

Name: Steven Wacaster
	 	 
	 

	 	 	 	Title: Vice President	 	 






	 	 	 	 	 	 	 

	 	 	INVESTOR	 	 
	 
	 	 	 	 	 	 
	 	 	PEGASUS PARTNERS IV, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Pegasus Investors IV, L.P., its general partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: Pegasus Investors IV GP, L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven Wacaster	 	 
	 

	 	 	 	 

Name: Steven Wacaster
	 	 
	 

	 	 	 	Title: Vice President	 	 






Signature Page to LSGC Holdings LLC Contribution Agreement





 









 








Exhibit A




Contributions from Pegasus Partners IV, L.P.




	1)	 	947,000 Class A Membership Units in LED Holdings, LLC, a Delaware limited liability
company.
	 
	2)	 	23,191,459 shares of LSGC Common Stock.
	 
	3)	 	Warrants to purchase 942,857 shares of LSGC Common Stock, dated July 25, 2008, issued
in connection with that certain guaranty agreement, dated as of July 25, 2008, by and
between Pegasus and LSGC.
	 
	4)	 	60,758,777 Series D Units, consisting of 60,758,777 shares of Series D Preferred Stock
of LSGC, par value $0.001 per share and warrants to purchase 60,758,777 shares of LSCG
Common Stock.





Exhibit — A