exv10w5






EXHIBIT 10.5




CONTRIBUTION AGREEMENT




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




          WHEREAS, Investor has executed the First Amended and Restated Limited Liability Company
Agreement of the Company, dated the date hereof;




          WHEREAS, Investor wishes to effect a contribution to the Company the equity interests
identified on Exhibit A hereto (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 the aggregate initial purchase
price paid in exchange for the equity interests set forth in Exhibit A hereto, which
aggregate amount is equal to $3,999,451.




          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 $3,999,451.




     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]






 









 








     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/ Richard Weinberg	 	 
	 

	 	 	 	 

Name: Richard Weinberg
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	INVESTOR	 	 
	 
	 	 	 	 	 	 
	 	 	PP IV (AIV) LED LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Weinberg	 	 
	 

	 	 	 	 

Name: Richard Weinberg
	 	 
	 

	 	 	 	Title: President	 	 






Signature Page to LSGC Holdings LLC Contribution Agreement




 









 





Exhibit A




Contributions from PP IV (AIV) LED LLC




	1)	 	262,640 Class A Membership Units in LED Holdings, LLC, a Delaware limited liability
company (“LED”).
	 
	2)	 	137,305 Class E Membership Units in LED.





Exhibit — A