Form of Warrant, dated __________, 2007


     

     

     

    

      EXHIBIT
        A-3

       

      NEITHER
        THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE
        HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
        SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
        SECURITIES OR BLUE SKY LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE
        UPON
        EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
        MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

       

      


       

      LIGHTING
        SCIENCE GROUP CORPORATION

       

      WARRANT

       

      Warrant
        No. [ ]Dated:
        ___, 2007

       

      Lighting
        Science Group Corporation, a Delaware corporation (the “Company”),
        hereby certifies that, for value received, [Name of Holder] or its registered
        assigns (the “Holder”),
        is
        entitled to purchase from the Company up to a total of [ ]1 
        shares
        of common stock, $0.001 par value per share (the “Common
        Stock”),
        of
        the Company (each such share, a “Warrant
        Share”
and
        all
        such shares, the “Warrant
        Shares”)
        at an
        exercise price equal to $0.35 per share (as adjusted from time to time as
        provided in Section
        9,
        the
“Exercise
        Price”),
        at
        any time and from time to time from and after the date hereof and through
        and
        including the fifth anniversary of the date hereof (the “Expiration
        Date”),
        and
        subject to the following terms and conditions. This Warrant (this “Warrant”)
        is one
        of a series of similar warrants issued pursuant to that certain Securities
        Purchase Agreement, dated as of the date hereof, by and among the Company
        and
        the Purchasers identified therein (the “Purchase
        Agreement”).
        All
        such warrants are referred to herein, collectively, as the “Warrants.”

       

      1.
          Definitions.
        In
        addition to the terms defined elsewhere in this Warrant, capitalized terms
        that
        are not otherwise defined herein have the meanings given to such terms in
        the
        Purchase Agreement.

       

      2.
          Registration
        of Warrant.
        The
        Company shall register this Warrant, upon records to be maintained by the
        Company for that purpose (the “Warrant
        Register”),
        in
        the name of the record Holder hereof from time to time. The Company may deem
        and
        treat the registered Holder of this Warrant as the absolute owner hereof
        for the
        purpose of any exercise hereof or any distribution to the Holder, and for
        all
        other purposes, absent actual notice to the contrary.

       

      3.
          Registration
        of Transfers.
        The
        Company shall register the transfer of any portion of this Warrant in the
        Warrant Register, upon surrender of this Warrant, with the Form of Assignment
        attached hereto duly completed and signed, to the Transfer Agent or to the
        Company at its address specified herein. Upon any such registration or transfer,
        a new warrant to purchase Common Stock, in substantially the form of this
        Warrant (any such new warrant, a “New
        Warrant”),
        evidencing the portion of this Warrant so transferred shall be issued to
        the
        transferee and a New Warrant evidencing the remaining portion of this Warrant
        not so transferred, if any, shall be issued to the transferring Holder. The
        acceptance of the New Warrant by the transferee thereof shall be deemed the
        acceptance by such transferee of all of the rights and obligations of a holder
        of a Warrant.

       

      4.
          Exercise
        and Duration of Warrants.

       

      (a)
          This
        Warrant shall be exercisable by the registered Holder at any time and from
        time
        to time on or after the date hereof to and including the Expiration Date.
        At
        6:30 P.M., New York City time on the Expiration Date, the portion of this
        Warrant not exercised prior thereto shall be and become void and of no value;
        provided that, if the average of the Closing Prices for the five Trading
        Days
        immediately prior to (but not including) the Expiration Date exceeds the
        Exercise Price on the Expiration Date, then this Warrant shall be deemed
        to have
        been exercised in full (to the extent not previously exercised) on a “cashless
        exercise” basis at 6:30 P.M. New York City time on the Expiration Date if a
“cashless exercise” may occur at such time pursuant to Section 10 below.
        Notwithstanding anything to the contrary herein, the Expiration Date shall
        be
        extended for each day following the Effective Date that the Registration
        Statement is not effective.

       

      (b)
          A
        Holder
        may exercise this Warrant by delivering to the Company (i) an exercise notice,
        in the form attached hereto (the “Exercise
        Notice”),
        appropriately completed and duly signed, and (ii) payment of the Exercise
        Price for the number of Warrant Shares as to which this Warrant is being
        exercised (which may take the form of a “cashless exercise” if so indicated in
        the Exercise Notice and if a “cashless exercise” may occur at such time pursuant
        to Section 10 below), and the date such items are delivered to the Company
        (as
        determined in accordance with the notice provisions hereof) is an “Exercise
        Date.”
The
        Holder shall not be required to deliver the original Warrant in order to
        effect
        an exercise hereunder.

       

      5.
          Delivery
        of Warrant Shares.
        

       

      (a)
          Upon
        exercise of this Warrant, the Company shall promptly (but in no event later
        than
        three Trading Days after the Exercise Date) issue or cause to be issued and
        cause to be delivered to or upon the written order of the Holder and in such
        name or names as the Holder may designate, a certificate for the Warrant
        Shares
        issuable upon such exercise, free of restrictive legends unless a registration
        statement covering the resale of the Warrant Shares and naming the Holder
        as a
        selling stockholder thereunder is not then effective and the Warrant Shares
        are
        not freely transferable without volume restrictions pursuant to Rule 144
        under
        the Securities Act. The Holder, or any Person so designated by the Holder
        to
        receive Warrant Shares, shall be deemed to have become holder of record of
        such
        Warrant Shares as of the Exercise Date. The Company shall, upon request of
        the
        Holder, use its best efforts to deliver Warrant Shares hereunder electronically
        through the Depository Trust Corporation or another established clearing
        corporation performing similar functions.

       

      (b)
          This
        Warrant is exercisable, either in its entirety or, from time to time, for
        a
        portion of the number of Warrant Shares. Upon surrender of this Warrant
        following one or more partial exercises, the Company shall issue or cause
        to be
        issued, at its expense, a New Warrant evidencing the right to purchase the
        remaining number of Warrant Shares.

       

      (c)
          In
        addition to any other rights available to a Holder, if the Company fails
        to
        deliver to the Holder a certificate representing Warrant Shares by the third
        Trading Day after the date on which delivery of such certificate is required
        by
        this Warrant, and if after such third Trading Day the Holder purchases (in
        an
        open market transaction or otherwise) shares of Common Stock to deliver in
        satisfaction of a sale by the Holder of the Warrant Shares that the Holder
        anticipated receiving from the Company (a “Buy-In”),
        then
        the Company shall, within three Trading Days after the Holder’s request and in
        the Holder's discretion, either (i) pay cash to the Holder in an amount equal
        to
        the Holder’s total purchase price (including brokerage commissions, if any) for
        the shares of Common Stock so purchased (the “Buy-In
        Price”),
        at
        which point the Company’s obligation to deliver such certificate (and to issue
        such Common Stock) shall terminate, or (ii) promptly honor its obligation
        to
        deliver to the Holder a certificate or certificates representing such Common
        Stock and pay cash to the Holder in an amount equal to the excess (if any)
        of
        the Buy-In Price over the product of (A) such number of shares of Common
        Stock,
        times (B) the Closing Price on the date of the event giving rise to the
        Company’s obligation to deliver such certificate.

       

      (d)
          The
        Company’s obligations to issue and deliver Warrant Shares in accordance with the
        terms hereof are absolute and unconditional, irrespective of any action or
        inaction by the Holder to enforce the same, any waiver or consent with respect
        to any provision hereof, the recovery of any judgment against any Person
        or any
        action to enforce the same, or any setoff, counterclaim, recoupment, limitation
        or termination, or any breach or alleged breach by the Holder or any other
        Person of any obligation to the Company or any violation or alleged violation
        of
        law by the Holder or any other Person, and irrespective of any other
        circumstance which might otherwise limit such obligation of the Company to
        the
        Holder in connection with the issuance of Warrant Shares. Nothing herein
        shall
        limit a Holder’s right to pursue any other remedies available to it hereunder,
        at law or in equity including, without limitation, a decree of specific
        performance and/or injunctive relief with respect to the Company’s failure to
        timely deliver certificates representing shares of Common Stock upon exercise
        of
        the Warrant as required pursuant to the terms hereof.

       

      6.
          Charges,
        Taxes and Expenses.
        Issuance and delivery of certificates for shares of Common Stock upon exercise
        of this Warrant shall be made without charge to the Holder for any issue
        or
        transfer tax, withholding tax, transfer agent fee or other incidental tax
        or
        expense in respect of the issuance of such certificates, all of which taxes
        and
        expenses shall be paid by the Company; provided, however, that the Company
        shall
        not be required to pay any tax which may be payable in respect of any transfer
        involved in the registration of any certificates for Warrant Shares or Warrants
        in a name other than that of the Holder or an Affiliate thereof. The Holder
        shall be responsible for all other tax liability that may arise as a result
        of
        holding or transferring this Warrant or receiving Warrant Shares upon exercise
        hereof.

       

      7.
          Replacement
        of Warrant.
        If this
        Warrant is mutilated, lost, stolen or destroyed, the Company shall issue
        or
        cause to be issued in exchange and substitution for and upon cancellation
        hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
        only
        upon receipt of evidence reasonably satisfactory to the Company of such loss,
        theft or destruction and customary and reasonable bond or indemnity, if
        requested. Applicants for a New Warrant under such circumstances shall also
        comply with such other reasonable regulations and procedures and pay such
        other
        reasonable third-party costs as the Company may prescribe.

       

      8.
          Reservation
        of Warrant Shares.
        The
        Company covenants that it will at all times reserve and keep available out
        of
        the aggregate of its authorized but unissued and otherwise unreserved Common
        Stock, solely for the purpose of enabling it to issue Warrant Shares upon
        exercise of this Warrant as herein provided, the number of Warrant Shares
        which
        are then issuable and deliverable upon the exercise of this entire Warrant,
        free
        from preemptive rights or any other contingent purchase rights of persons
        other
        than the Holder (taking into account the adjustments and restrictions of
        Section
        9).
        The
        Company covenants that all Warrant Shares so issuable and deliverable shall,
        upon issuance and the payment of the applicable Exercise Price in accordance
        with the terms hereof, be duly and validly authorized, issued and fully paid
        and
        nonassessable. The Company will take all such actions as may be necessary
        to
        assure that such shares of Common Stock may be issued as provided herein
        without
        violation of any applicable law or regulation, or of any requirements of
        any
        securities exchange or automated quotation system upon which the Common Stock
        may be listed.

       

      9.
          Certain
        Adjustments.
        The
        Exercise Price and number of Warrant Shares issuable upon exercise of this
        Warrant are subject to adjustment from time to time as set forth in this
        Section
        9.

       

      (a)
          Stock
        Dividends and Splits.
        If the
        Company, at any time while this Warrant is outstanding, (i) pays a stock
        dividend on its Common Stock or otherwise makes a distribution on any class
        of
        capital stock that is payable in shares of Common Stock, (ii) subdivides
        outstanding shares of Common Stock into a larger number of shares, or (iii)
        combines outstanding shares of Common Stock into a smaller number of shares,
        then in each such case the Exercise Price shall be multiplied by a fraction
        of
        which the numerator shall be the number of shares of Common Stock outstanding
        immediately before such event and of which the denominator shall be the number
        of shares of Common Stock outstanding immediately after such event. Any
        adjustment made pursuant to clause (i) of this paragraph shall become effective
        immediately after the record date for the determination of stockholders entitled
        to receive such dividend or distribution, and any adjustment pursuant to
        clause
        (ii) or (iii) of this paragraph shall become effective immediately after
        the
        effective date of such subdivision or combination.

       

      (b)
          Pro
        Rata Distributions.
        If the
        Company, at any time while this Warrant is outstanding, distributes to all
        holders of Common Stock (i) evidences of its indebtedness, (ii) any security
        (other than a distribution of Common Stock covered by the preceding paragraph),
        (iii) rights or warrants to subscribe for or purchase any security, or (iv)
        any other asset (in each case, “Distributed
        Property”),
        then
        in each such case the Exercise Price in effect immediately prior to the record
        date fixed for determination of stockholders entitled to receive such
        distribution shall be adjusted (effective on such record date) to equal the
        product of such Exercise Price times a fraction of which the denominator
        shall
        be the average of the Closing Prices for the five Trading Days immediately
        prior
        to (but not including) such record date and of which the numerator shall
        be such
        average less the then fair market value of the Distributed Property distributed
        in respect of one outstanding share of Common Stock, as determined by the
        Company's independent certified public accountants that regularly examine
        the
        financial statements of the Company (an “Appraiser”).
        In
        such event, the Holder, after receipt of the determination by the Appraiser,
        shall have the right to select an additional appraiser (which shall be a
        nationally recognized accounting firm), in which case such fair market value
        shall be deemed to equal the average of the values determined by each of
        the
        Appraiser and such appraiser. As an alternative to the foregoing adjustment
        to
        the Exercise Price, at the request of the Holder delivered before the 90th
        day
        after such record date the Company will deliver to such Holder, the Distributed
        Property that such Holder would have been entitled to receive in respect
        of the
        Warrant Shares for which this Warrant could have been exercised immediately
        prior to such record date, upon any exercise of the Warrant that occurs after
        such record date.

       

      (c)
          Fundamental
        Transactions.
        If, at
        any time while this Warrant is outstanding, (i) the Company effects any merger
        or consolidation of the Company with or into another Person, (ii) the Company
        effects any sale of all or substantially all of its assets in one or a series
        of
        related transactions, (iii) any tender offer or exchange offer (whether by
        the
        Company or another Person) is completed pursuant to which holders of Common
        Stock are permitted to tender or exchange their shares for other securities,
        cash or property, or (iv) the Company effects any reclassification of the
        Common
        Stock or any compulsory share exchange pursuant to which the Common Stock
        is
        effectively converted into or exchanged for other securities, cash or property
        (other than as a result of a subdivision or combination of shares of Common
        Stock covered by Section 9(a) above) (in any such case, a “Fundamental
        Transaction”),
        then
        the Holder shall have the right thereafter to receive, upon exercise of this
        Warrant, the same amount and kind of securities, cash or property as it would
        have been entitled to receive upon the occurrence of such Fundamental
        Transaction if it had been, immediately prior to such Fundamental Transaction,
        the holder of the number of Warrant Shares then issuable upon exercise in
        full
        of this Warrant (the “Alternate
        Consideration”).
        The
        aggregate Exercise Price for this Warrant will not be affected by any such
        Fundamental Transaction, but the Company shall apportion such aggregate Exercise
        Price among the Alternate Consideration in a reasonable manner reflecting
        the
        relative value of any different components of the Alternate Consideration.
        If
        holders of Common Stock are given any choice as to the securities, cash or
        property to be received in a Fundamental Transaction, then the Holder shall
        be
        given the same choice as to the Alternate Consideration it receives upon
        any
        exercise of this Warrant following such Fundamental Transaction. In the event
        of
        a Fundamental Transaction, the Company or the successor or purchasing Person,
        as
        the case may be, shall execute with the Holder a written agreement providing
        that:

       

      (x) this
        Warrant shall thereafter entitle the Holder to purchase the Alternate
        Consideration in accordance with this section 9(c), 

      


      (y) in
        the
        case of any such successor or purchasing Person, upon such consolidation,
        merger, statutory exchange, combination, sale or conveyance such successor
        or
        purchasing Person shall be jointly and severally liable with the Company
        for the
        performance of all of the Company's obligations under this Warrant and the
        Purchase Agreement, and 

      


      (z) if
        registration or qualification is required under the Securities Act or applicable
        state law for the public resale by the Holder of shares of stock and other
        securities so issuable upon exercise of this Warrant, all rights applicable
        to
        registration of the Common Stock issuable upon exercise of this Warrant shall
        apply to the Alternate Consideration. 

      


      If,
        in
        the case of any Fundamental Transaction, the Alternate Consideration includes
        shares of stock, other securities, other property or assets of a Person other
        than the Company or any such successor or purchasing Person, as the case
        may be,
        in such Fundamental Transaction, then such written agreement shall also be
        executed by such other Person and shall contain such additional provisions
        to
        protect the interests of the Holder as the Board of Directors of the Company
        shall reasonably consider necessary by reason of the foregoing. At the Holder’s
        request, any successor to the Company or surviving entity in such Fundamental
        Transaction shall issue to the Holder a new warrant consistent with the
        foregoing provisions and evidencing the Holder’s right to purchase the Alternate
        Consideration for the aggregate Exercise Price upon exercise thereof. The
        terms
        of any agreement pursuant to which a Fundamental Transaction is effected
        shall
        include terms requiring any such successor or surviving entity to comply
        with
        the provisions of this paragraph (c) and insuring that the Warrant (or any
        such
        replacement security) will be similarly adjusted upon any subsequent transaction
        analogous to a Fundamental Transaction. If any Fundamental Transaction
        constitutes or results in a Change of Control, then at the request of the
        Holder
        delivered before the 30th
        day
        after such Fundamental Transaction, the Company (or any such successor or
        surviving entity) will purchase the Warrant from the Holder for a purchase
        price, payable in cash within five Trading Days after such request (or, if
        later, on the effective date of the Fundamental Transaction), equal to the
        Black-Scholes value (calculated in accordance with Bloomberg, L.P. using
        a 180
        day historical volatility) of the remaining unexercised portion of this Warrant
        on the date of such request in the case of a third party tender offer, or,
        in
        the case of any other Fundamental Transaction, on the date of the execution
        of
        definitive documentation governing such Fundamental Transaction.

       

      (d)
          Subsequent
        Equity Sales.

       

      (i)  If,
        at
        any time while this Warrant is outstanding, the Company or any Subsidiary
        issues
        additional shares of Common Stock or rights, warrants, options or other
        securities or debt convertible, exercisable or exchangeable for shares of
        Common
        Stock or otherwise entitling any Person to acquire shares of Common Stock
        (collectively, “Common
        Stock Equivalents”)
        at an
        effective net price to the Company per share of Common Stock (the “Effective
        Price”)
        less
        than the Exercise Price (as adjusted hereunder to such date), then the Exercise
        Price shall be reduced to equal the Effective Price. For purposes of this
        paragraph, in connection with any issuance of any Common Stock Equivalents,
        (A)
        the maximum number of shares of Common Stock potentially issuable at any
        time
        upon conversion, exercise or exchange of such Common Stock Equivalents (the
        “Deemed
        Number”)
        shall
        be deemed to be outstanding upon issuance of such Common Stock Equivalents,
        (B)
        the Effective Price applicable to such Common Stock shall equal the minimum
        dollar value of consideration payable to the Company to purchase such Common
        Stock Equivalents and to convert, exercise or exchange them into Common Stock
        (net of any discounts, fees, commissions and other expenses), divided by
        the
        Deemed Number, and (C) no further adjustment shall be made to the Exercise
        Price
        upon the actual issuance of Common Stock upon conversion, exercise or exchange
        of such Common Stock Equivalents. The Effective Price of Common Stock or
        Common
        Stock Equivalents issued in any transaction in which more than one type of
        securities are issued shall give effect to the allocation by the Company
        of the
        aggregate amount paid for such securities issued in such
        transaction.

       

      (ii)  If,
        at
        any time while this Warrant is outstanding, the Company or any Subsidiary
        issues
        Common Stock Equivalents with an Effective Price or a number of underlying
        shares that floats or resets or otherwise varies or is subject to adjustment
        based (directly or indirectly) on market prices of the Common Stock (a
“Floating
        Price Security”),
        then
        for purposes of applying the preceding paragraph in connection with any
        subsequent exercise, the Effective Price will be determined separately on
        each
        Exercise Date and will be deemed to equal the lowest Effective Price at which
        any holder of such Floating Price Security is entitled to acquire Common
        Stock
        on such Exercise Date (regardless of whether any such holder actually acquires
        any shares on such date).

       

      (iii)  Notwithstanding
        the foregoing, no adjustment will be made under this paragraph in respect
        of any
        Excluded Stock.

       

      (e)
          Number
        of Warrant Shares.
        Simultaneously with any adjustments to the Exercise Price pursuant to paragraphs
        (a), (b) or (d) of this Section, the number of Warrant Shares that may be
        purchased upon exercise of this Warrant shall be increased or decreased
        proportionately, so that after such adjustment the aggregate Exercise Price
        payable hereunder for the increased or decreased number of Warrant Shares
        shall
        be the same as the aggregate Exercise Price in effect immediately prior to
        such
        adjustment.

       

      (f)
          Calculations.
        All
        calculations under this Section
        9
        shall be
        made to the nearest cent or the nearest 1/100th of a share, as applicable.
        The
        number of shares of Common Stock outstanding at any given time shall not
        include
        shares owned or held by or for the account of the Company, and the disposition
        of any such shares shall be considered an issue or sale of Common
        Stock.

       

      (g)
          Notice
        of Adjustments.
        Upon
        the occurrence of each adjustment pursuant to this Section
        9,
        the
        Company at its expense will promptly compute such adjustment in accordance
        with
        the terms of this Warrant and prepare a certificate setting forth such
        adjustment, including a statement of the adjusted Exercise Price and adjusted
        number or type of Warrant Shares or other securities issuable upon exercise
        of
        this Warrant (as applicable), describing the transactions giving rise to
        such
        adjustments and showing in detail the facts upon which such adjustment is
        based.
        Upon written request, the Company will promptly deliver a copy of each such
        certificate to the Holder and to the Company’s Transfer Agent.

       

      (h)
          Notice
        of Corporate Events.
        If the
        Company (i) declares a dividend or any other distribution of cash, securities
        or
        other property in respect of its Common Stock, including without limitation
        any
        granting of rights or warrants to subscribe for or purchase any capital stock
        of
        the Company or any Subsidiary, (ii) authorizes or approves, enters into any
        agreement contemplating or solicits stockholder approval for any Fundamental
        Transaction or (iii) authorizes the voluntary dissolution, liquidation or
        winding up of the affairs of the Company, then the Company shall deliver
        to the
        Holder a notice describing the material terms and conditions of such
        transaction, at least 20 calendar days prior to the applicable record or
        effective date on which a Person would need to hold Common Stock in order
        to
        participate in or vote with respect to such transaction, and the Company
        will
        take all steps reasonably necessary in order to insure that the Holder is
        given
        the practical opportunity to exercise this Warrant prior to such time so
        as to
        participate in or vote with respect to such transaction; provided, however,
        that
        the failure to deliver such notice or any defect therein shall not affect
        the
        validity of the corporate action required to be described in such notice.
        

       

      10.
          Payment
        of Exercise Price.
        The
        Holder shall pay the Exercise Price in immediately available funds; provided,
        however, if at anytime after the Required Effectiveness Date there is no
        effective Registration Statement registering, or no current prospectus available
        for, the resale of the Warrant Shares by the Holder, the Holder may satisfy
        its
        obligation to pay the Exercise Price through a “cashless exercise,” in which
        event the Company shall issue to the Holder the number of Warrant Shares
        determined as follows:

       

      
        	 	
                X
                  =
                  Y [(A-B)/A]

              
	
                where:

              	 
	 	
                X
                  =
                  the number of Warrant Shares to be issued to the
                  Holder.

              
	 	 
	 	
                Y
                  =
                  the number of Warrant Shares with respect to which this Warrant
                  is being
                  exercised.

              
	 	 
	 	
                A
                  =
                  the arithmetic average of the Closing Prices for the five Trading
                  Days
                  immediately prior to (but not including) the Exercise
                  Date.

              
	 	 
	 	
                B
                  =
                  the Exercise Price.

              


      

      


      For
        purposes of Rule 144 promulgated under the Securities Act, it is intended,
        understood and acknowledged that the Warrant Shares issued in a cashless
        exercise transaction pursuant to this Section 10 shall be deemed to have
        been acquired by the Holder, and the holding period for the Warrant Shares
        shall
        be deemed to have commenced, on the date this Warrant was originally issued
        pursuant to the Purchase Agreement.

       

      11.
          Limitation
        on Exercise.
        (a)
        Notwithstanding anything to the contrary contained herein, the
        number of shares of Common Stock that may be acquired by the Holder upon
        any
        exercise of this Warrant (or otherwise in respect hereof) shall be limited
        to
        the extent necessary to insure that, following such exercise (or other
        issuance), the total number of shares of Common Stock then beneficially owned
        by
        such Holder and its Affiliates and any other Persons whose beneficial ownership
        of Common Stock would be aggregated with the Holder’s for purposes of Section
        13(d) of the Exchange Act, does not exceed 4.999% (the “Threshold
        Percentage”)
        or
        9.999% (the “Maximum
        Percentage”)
        of the
        total number of issued and outstanding shares of Common Stock (including
        for
        such purpose the shares of Common Stock issuable upon such
        exercise).
        For such
        purposes, beneficial ownership shall be determined in accordance with Section
        13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
        Each delivery of an Exercise Notice hereunder will constitute a representation
        by the Holder that it has evaluated the limitations set forth in this paragraph
        and determined that issuance of the full number of Warrant Shares requested
        in
        such Exercise Notice is permitted under this paragraph. The Company’s obligation
        to issue shares of Common Stock in excess of the limitation referred to in
        this
        Section shall be suspended (and shall not terminate or expire notwithstanding
        any contrary provisions hereof) until such time, if any, as such shares of
        Common Stock may be issued in compliance with such limitation. By written
        notice
        to the Company, the Holder shall have the right (x) at any time and from
        time to
        time to reduce its Maximum Percentage immediately upon notice to the Company
        in
        the event and only to the extent that Section 16 of the Exchange Act or the
        rules promulgated thereunder (or any successor statute or rules) is changed
        to
        reduce the beneficial ownership percentage threshold thereunder to a percentage
        less than 9.999% and (y) at any time and from time to time, to waive the
        provisions of this Section insofar as they relate to the Threshold Percentage
        or
        to increase or decrease its Threshold Percentage (but not in excess of the
        Maximum Percentage) unless the Holder shall have, by written instrument
        delivered to the Company, irrevocably waived its rights to so increase or
        decrease its Threshold Percentage, but (i) any such waiver, increase or decrease
        will not be effective until the 61st day after such notice is delivered to
        the
        Company, and (ii) any such waiver or increase or decrease will apply only
        to the
        Holder and not to any other holder of Warrants.

       

      (b) Notwithstanding
        anything to the contrary contained herein the maximum number of shares of
        Common
        Stock that the Company may issue pursuant to the Transaction Documents at
        an
        effective purchase price less than the Closing Price on the Trading Day
        immediately preceding the Closing Date equals 19.99% of the outstanding shares
        of Common Stock immediately preceding the Closing Date (the “Issuable
        Maximum”),
        unless the Company obtains shareholder approval in accordance with the rules
        and
        regulations of such Trading Market, if applicable. If, at the time any Holder
        requests an exercise of any of the Warrants, the Actual Minimum (excluding
        any
        shares issued or issuable at an effective purchase price in excess of the
        Closing Price on the Trading Day immediately preceding the Closing Date)
        exceeds
        the Issuable Maximum (and if the Company has not previously obtained the
        required shareholder approval), then the Company shall issue to the Holder
        requesting such exercise a number of shares of Common Stock not exceeding
        such
        Holder’s pro-rata portion of the Issuable Maximum (based on such Holder’s share
        (vis-à-vis other Holders) of the aggregate purchase price paid under the
        Purchase Agreement and taking into account any Warrant Shares previously
        issued
        to such Holder). For the purposes hereof, “Actual
        Minimum”
shall
        mean, as of any date, the maximum aggregate number of shares of Common Stock
        then issued or potentially issuable in the future pursuant to the Transaction
        Documents, including any Underlying Shares issuable upon exercise in full
        of all
        Warrants, without giving effect to any limits on the number of shares of
        Common
        Stock that may be owned by a Holder at any one time.

      


      12.
          Fractional
        Shares.
        The
        Company shall not be required to issue or cause to be issued fractional Warrant
        Shares on the exercise of this Warrant. If any fraction of a Warrant Share
        would, except for the provisions of this Section, be issuable upon exercise
        of
        this Warrant, the number of Warrant Shares to be issued will be rounded up
        to
        the nearest whole share.

       

      13.
          Notices.
        Any and
        all notices or other communications or deliveries hereunder (including without
        limitation any Exercise Notice) shall be in writing and shall be deemed given
        and effective on the earliest of (i) the date of transmission, if such notice
        or
        communication is delivered via facsimile at the facsimile number specified
        in
        this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (ii)
        the
        next Trading Day after the date of transmission, if such notice or communication
        is delivered via facsimile at the facsimile number specified in this Section
        on
        a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on
        any Trading Day, (iii) the Trading Day following the date of mailing, if
        sent by
        nationally recognized overnight courier service, or (iv) upon actual receipt
        by
        the party to whom such notice is required to be given. The address for such
        notices or communications shall be as set forth in the Purchase
        Agreement.

       

      14.
          Warrant
        Agent.
        The
        Company shall serve as warrant agent under this Warrant. Upon 30 days' notice
        to
        the Holder, the Company may appoint a new warrant agent. Any corporation
        into
        which the Company or any new warrant agent may be merged or any corporation
        resulting from any consolidation to which the Company or any new warrant
        agent
        shall be a party or any corporation to which the Company or any new warrant
        agent transfers substantially all of its corporate trust or shareholders
        services business shall be a successor warrant agent under this Warrant without
        any further act. Any such successor warrant agent shall promptly cause notice
        of
        its succession as warrant agent to be mailed (by first class mail, postage
        prepaid) to the Holder at the Holder's last address as shown on the Warrant
        Register.

       

      15.
          Miscellaneous.

       

      (a)
          Subject
        to the restrictions on transfer set forth on the first page hereof, this
        Warrant
        may be assigned by the Holder. This Warrant may not be assigned by the Company
        except to a successor in the event of a Fundamental Transaction. This Warrant
        shall be binding on and inure to the benefit of the parties hereto and their
        respective successors and assigns. Subject to the preceding sentence, nothing
        in
        this Warrant shall be construed to give to any Person other than the Company
        and
        the Holder any legal or equitable right, remedy or cause of action under
        this
        Warrant. This Warrant may be amended only in writing signed by the Company
        and
        the Holder or their successors and assigns.

       

      (b)
          The
        Company will not, by amendment of its governing documents or through any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities or any other voluntary action, avoid or seek to avoid
        the
        observance or performance of any of the terms of this Warrant, but will at
        all
        times in good faith assist in the carrying out of all such terms and in the
        taking of all such action as may be necessary or appropriate in order to
        protect
        the rights of the Holder against impairment. Without limiting the generality
        of
        the foregoing, the Company (i) will not increase the par value of any Warrant
        Shares above the amount payable therefor on such exercise, (ii) will take
        all
        such action as may be reasonably necessary or appropriate in order that the
        Company may validly and legally issue fully paid and nonassessable Warrant
        Shares on the exercise of this Warrant, and (iii) will not close its shareholder
        books or records in any manner which interferes with the timely exercise
        of this
        Warrant.

       

      (c)
          Governing
        Law; Venue; Waiver Of Jury Trial.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant shall be governed by and construed and enforced in accordance
        with the internal laws of the State of New York, without regard to the
        principles of conflicts of law thereof. Each party agrees that all legal
        proceedings concerning the interpretations, enforcement and defense of the
        transactions contemplated by any of the Transaction Documents (whether brought
        against a party hereto or its respective Affiliates, directors, officers,
        shareholders, employees or agents) shall be commenced exclusively in the
        state
        and federal courts sitting in the City of New York, Borough of Manhattan.
        Each
        party hereto hereby irrevocably submits to the exclusive jurisdiction of
        the
        state and federal courts sitting in the City of New York, Borough of Manhattan
        for the adjudication of any dispute hereunder or in connection herewith or
        with
        any transaction contemplated hereby or discussed herein (including with respect
        to the enforcement of any of this Warrant), and hereby irrevocably waives,
        and
        agrees not to assert in any suit, action or proceeding, any claim that it
        is not
        personally subject to the jurisdiction of any such court, that such suit,
        action
        or proceeding is improper. Each party hereto hereby irrevocably waives personal
        service of process and consents to process being served in any such suit,
        action
        or proceeding by mailing a copy thereof via registered or certified mail
        or
        overnight delivery (with evidence of delivery) to such party at the address
        in
        effect for notices to it under this Warrant and agrees that such service
        shall
        constitute good and sufficient service of process and notice thereof. Nothing
        contained herein shall be deemed to limit in any way any right to serve process
        in any manner permitted by law. Each party hereto hereby irrevocably waives,
        to
        the fullest extent permitted by applicable law, any and all right to trial
        by
        jury in any legal proceeding arising out of or relating to this Warrant or
        any
        of the Transaction Documents or the transactions contemplated hereby or thereby.
        If either party shall commence an action or proceeding to enforce any provisions
        of this Warrant or any Transaction Document, then the prevailing party in
        such
        action or proceeding shall be reimbursed by the other party for its reasonable
        attorneys fees and other reasonable costs and expenses incurred with the
        investigation, preparation and prosecution of such action or
        proceeding.

       

      (d)
          The
        headings herein are for convenience only, do not constitute a part of this
        Warrant and shall not be deemed to limit or affect any of the provisions
        hereof.

       

      (e)
          In
        case
        any one or more of the provisions of this Warrant shall be invalid or
        unenforceable in any respect, the validity and enforceability of the remaining
        terms and provisions of this Warrant shall not in any way be affected or
        impaired thereby and the parties will attempt in good faith to agree upon
        a
        valid and enforceable provision which shall be a commercially reasonable
        substitute therefor, and upon so agreeing, shall incorporate such substitute
        provision in this Warrant.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK,

       

      SIGNATURE
        PAGE FOLLOWS]

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
        by its
        authorized officer as of the date first indicated above.

       

      
        	 
	
                LIGHTING
                  SCIENCE GROUP CORPORATION

              
	 
	 
	
                By:
                  

              
	
                Name:
                  

              
	
                Title:
                  

              


      

      


       

      

        

        
          1
            Equal to
            75% (aggregate) warrant coverage

        

      


      
        
          
             

            


            2007110-Additional
              Warrantv.2

          

           

        

        
           

          
            

          

        

        
           

          
          

        

      



      FORM
        OF
        EXERCISE NOTICE

       

      (To
        be
        executed by the Holder to exercise the right to purchase shares of Common
        Stock
        under the foregoing Warrant)

       

      To:
        Lighting Science Group Corporation

       

      The
        undersigned is the Holder of Warrant No. _______ (the “Warrant”)
        issued
        by Lighting Science Group Corporation, a Delaware corporation (the “Company”).
        Capitalized terms used herein and not otherwise defined have the respective
        meanings set forth in the Warrant.

       

      	1.
                	
              The
                Warrant is currently exercisable to purchase a total of ______________
                Warrant Shares.

            


       

      	2.
                	
              The
                undersigned Holder hereby exercises its right to purchase
                _________________ Warrant Shares pursuant to the
                Warrant.

            


       

      	3.
                	
              The
                Holder intends that payment of the Exercise Price shall be made as
                (check
                one):

            


       

      ____ Cash
        Exercise

       

      ____ “Cashless
        Exercise” under Section 10 (if permitted)

       

      	4.
                	
              If
                the holder has elected a Cash Exercise, the holder shall pay the
                sum of
                $____________ to the Company in accordance with the terms of the
                Warrant.

            


       

      	5.
                	
              Pursuant
                to this exercise, the Company shall deliver to the holder _______________
                Warrant Shares in accordance with the terms of the
                Warrant.

            


       

      	6.
                	
              Following
                this exercise, the Warrant shall be exercisable to purchase a total
                of
                ______________ Warrant Shares.

            


       

      
        	 	 	 
	 	 	 
	
                Dated:
                  ,
                  

              	 	
                Name
                  of Holder:

              
	 	 	 
	 	 	
                (Print)
                  

              
	 	 	 
	 	 	
                By:

              
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	 	 	
                (Signature
                  must conform in all respects to name of holder as specified on
                  the face of
                  the Warrant)

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      FORM
        OF
        ASSIGNMENT

       

      [To
        be
        completed and signed only upon transfer of Warrant]

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers unto
        ________________________________ the right represented by the within Warrant
        to
        purchase ____________ shares of Common Stock of Lighting Science Group
        Corporation to which the within Warrant relates and appoints ________________
        attorney to transfer said right on the books of Lighting Science Group
        Corporation with full power of substitution in the premises.

       

      
        	 	 
	 	 
	
                Dated:
                  ,
                  

              	 
	 	 
	 	 
	 	
                (Signature
                  must conform in all respects to name of holder as specified on
                  the face of
                  the Warrant)

              
	 	 
	 	 
	 	
                Address
                  of Transferee

              
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
                In
                  the presence of: