EX-10.1



 Exhibit 10.1 
 January 17, 2012 
 LSGC Holdings LLC 
 c/o Pegasus Partners IV, L.P. 
 99 River Road 

Cos Cob, CT 06807 
 Attn: Richard Weinberg

 Re: Investment of Continental Casualty Company in Series G Preferred Stock 

Ladies and Gentlemen: 

Reference is made to that certain Subscription Agreement (the “Series G Subscription Agreement”), dated as of
December 1, 2011, by and among Lighting Science Group Corporation, a Delaware corporation (the “Company”), PCA LSG Holdings, LLC, a Delaware limited liability company, Pegasus Partners IV, L.P. (“PP
IV”), a Delaware limited partnership, LSGC Holdings II LLC, a Delaware limited liability company, Ensemble Lights, LLC, a Delaware limited liability company, Belfer Investment Partners L.P., a Delaware limited partnership, Lime
Partners, LLC, a Delaware limited liability company, Mr. Mark Kristoff and Mr. Alan Docter, and to that certain Joinder Agreement thereto (the “Joinder”), to be executed concurrently herewith, by Continental
Casualty Company, an Illinois insurance company (“CCC”), pursuant to which CCC shall contribute $5.0 million (the “Series G Unit Investment”) to the Company in exchange for 5,000 Series G Units (as
defined in the Series G Subscription Agreement). 
 The Company has been informed by LSGC Holdings LLC, a Delaware limited
liability Company (“Holdings”), that on May 26, 2011, Holdings issued 15,000,000 senior preferred membership interests in Holdings (the “Class C Preferred Interests”) and distributed 562,500
shares of common stock of the Company, par value $0.001 per share (“Common Stock”), to CCC for $15,000,000.00 (the “Initial Class C Transaction”) pursuant to that certain Binding Term Sheet, dated
May 13, 2011, by and between Holdings and CCC, upon the execution of that certain Fifth Amended and Restated Limited Liability Company Agreement of Holdings, dated May 26, 2011, by and between Holdings and CCC (as such may be amended from
time to time, the “Holdings LLC Agreement”). Further, as partial consideration for CCC executing the Joinder and making the Series G Unit Investment, and for the benefit of the Company, Holdings has agreed to amend the
Holdings LLC Agreement to increase the interest rate on the Class C Preferred Interests and to distribute additional shares of Common Stock to CCC (the “Class C Amendments”). 

In connection with the Class C Amendments, and in consideration therefor, the Company hereby agrees that, for so long as any Class C
Preferred Interests remain issued and outstanding, the Company shall save, defend, indemnify and hold harmless Holdings and its affiliates and the 







 
respective representatives, successors and assigns of each of the foregoing from and against any and all losses, damages, liabilities, deficiencies, claims, diminution of value, interest, awards,
judgments, penalties, costs and expenses (including attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing), asserted against, incurred, sustained or suffered by any of the
foregoing as a result of any breach of, or redemption obligation under, the Holdings LLC Agreement related to the Class C Preferred Interests arising out of or relating to: 
 (a) the incurrence by the Company of any debt other than Permitted Debt (as defined below), or 
 (b) the issuance by the Company of any preferred equity securities other than Permitted Preferred Equity. 
 “Permitted Debt” means debt of the Company, on a consolidated basis, not to exceed, in the aggregate, (1) the debt permitted under the Working Capital Facility (as defined
below) and (2) such additional unsecured debt of the Company that when aggregated with the Working Capital Facility, if any, does not exceed 300% of the Company’s earnings before interest, taxes, depreciation and amortization for the last
12 months. 
 “Permitted Preferred Equity” means preferred equity securities of the Company issued and
outstanding at any given time having an original principal amount of up to $80.0 million in the aggregate. 
 “Working
Capital Facility” means a working capital facility entered into by the Company in the ordinary course of business on usual and customary terms, not to exceed $75.0 million in total credit thereunder. 

Upon the fulfillment of the indemnification obligations of the Company set forth in this letter agreement, Holdings shall surrender
3,750,000 shares of Common Stock less any shares of Common Stock distributed by Holdings to CCC pursuant to that certain Letter Agreement, dated as of the date hereof, between Holdings and CCC and the Initial Class C Transaction. 

For the avoidance of doubt, the indemnification obligations of the Company set forth in this letter agreement may be waived by Holdings
in its sole and absolute discretion by providing notice of such waiver to the Company in writing; provided, however, that any such waiver shall not constitute a waiver of any subsequent indemnification obligations of the Company. 

The Company further agrees that, on the date hereof, it will pay $250,000 to PP IV for fees and expenses incurred in connection herewith
and the transactions contemplated hereby. 
 [Signature page follows] 

  
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	Very truly yours,
	
	LIGHTING SCIENCE GROUP CORPORATION
		
	By:	 	/s/ Gregory T. Kaiser
	Name:	 	Gregory T. Kaiser
	Title:	 	CFO


 Agreed and acknowledged by: 
 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/ Jason Schaefer
	Name:	 	Jason Schaefer
	Title:	 	General Counsel & Secretary

 [Signature Page to Letter Agreement to LSGC Holdings LLC]