Amendment No. 5 to Loan and Security Agreement and Consent



 Exhibit 10.1 
 AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT 
 as of February 24, 2012

 Wells Fargo Bank, National Association, as Agent 
 110 East Broward Boulevard, Suite 1100 
 Ft. Lauderdale, Florida 33301 

Ladies and Gentlemen: 
 WELLS
FARGO BANK, NATIONAL ASSOCIATION, in its capacity as agent (in such capacity, “Agent”) pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the Secured Parties (as defined in the Loan Agreement), and the
parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”) have entered into financing arrangements pursuant to which Agent and Lenders may make loans and advances and provide other
financial accommodations to LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (“Lighting Science”), as set forth in the Loan and Security Agreement, dated November 22, 2010, by and among Lighting Science, the other Borrowers
(as defined in the Loan Agreement), BIOLOGICAL ILLUMINATION, LLC, a Delaware limited liability company (“Biological”), LSGC, LLC, a Delaware limited liability company (“LSGC”, and together with Biological and any other Person
that at any time after the date hereof becomes a Guarantor, each individually a “Guarantor” and collectively, “Guarantors”), Agent and Lenders, as amended by the Amendment No. 1 to Loan and Security Agreement, dated as of
April 22, 2011, Amendment No. 2 to Loan and Security Agreement and Consent, dated as of May 6, 2011, Amendment No. 3 to Loan and Security Agreement and Waiver, dated as of August 5, 2011, Amendment No. 4 to Loan and
Security Agreement, Consent and Waiver, dated as of September 20, 2011, and this Amendment No. 5 to Loan and Security Agreement (“Amendment No. 5 to Loan Agreement”) (as the same now exists or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”), and the other Financing Agreements (as defined in the Loan Agreement). Capitalized terms not otherwise defined herein shall have the respective
meanings ascribed thereto in the Loan Agreement. 
 Borrowers and Guarantors have requested that Agent and Lenders make certain
amendments to the Loan Agreement and other Financing Agreements as set forth herein, which Agent and Lenders are willing to do subject to the terms and conditions set forth in this Amendment No. 5 to Loan Agreement. 

The parties hereto wish to enter into this Amendment No. 5 to Loan Agreement to evidence and effectuate such amendments and certain
other agreements relating thereto, in each case subject to the terms and conditions and to the extent set forth herein. 
 In
consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

1. Interpretation. All capitalized terms used herein shall have the meanings assigned thereto in the Loan Agreement and the other Financing
Agreements, unless otherwise defined herein. 







 2. Amendments to Loan Agreement. 

(a) Additional Definition. As used herein, the following term shall have the meaning given to it below, and the Loan Agreement and
the other Financing Agreements are hereby amended to include, in addition and not in limitation, the following definition: 

“Amendment No. 5 to Loan Agreement” shall mean Amendment No. 5 to Loan and Security Agreement, dated as of
February 24, 2012, by and among Borrowers, Guarantors, Agent and the Lenders, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. 

(b) Eligible Accounts. Clause (n) of the definition of “Eligible Accounts”, as set forth in Section 1.54 of the
Loan Agreement, is hereby amended and restated in its entirety as follows: 
 “(n) such Accounts are not owed by an account
debtor who has Accounts unpaid more than sixty (60) days after the original due date for them or ninety (90) days after the date of the original invoice for them (other than with respect to (i) Customer 1, (A) ninety
(90) days after the date of the original invoice for them, assuming, thirty (30) day terms and (B) one hundred twenty (120) days after the date of the original invoice for them, assuming, sixty (60) day terms,
(ii) after the Customer 2 Factoring Agent Termination Date, Customer 2, one hundred twenty (120) days after the date of the original invoice for them, assuming, seventy-five (75) day terms, and (iii) any other account debtor
agreed to by Agent in its discretion, such terms agreed to by Agent in its discretion) which constitute more than (1) fifty (50%) percent of the total Accounts of such account debtor (other than with respect to Customer 1 and Customer 2),
(2) twenty-five (25%) percent of the total Accounts of Customer 1 and (3) such percentage as set forth in the definition of Eligible Customer 2 Accounts with respect to the total Accounts of Customer 2;” 

(c) Eligible Customer 2 Accounts. The definition of “Eligible Customer 2 Accounts”, as set forth in Section 1.55 of
the Loan Agreement, is hereby amended and restated in its entirety as follows: 
 “1.55 “Eligible Customer 2
Accounts” shall mean, from the date hereof through and including the Customer 2 Factoring Agent Termination Date, Customer 2 Accounts that satisfy the criteria set forth in the definition of Eligible Accounts (other than with respect to
paragraphs (b) and (n) of such definition); provided, that, in no event shall a Customer 2 Account be an Eligible Customer 2 Account if (a) it is unpaid after forty-five (45) days after the original invoice date;
(b) it is owed by Customer 2 who has Accounts unpaid more than forty-five (45) days after the original invoice date, which unpaid Accounts constitute more than twenty-five (25%) percent of the total Accounts of Customer 2;
(c) Borrowers fail to comply with the reporting obligations set forth in Section 7.1(a)(ii)(A) and Section 7.1(a)(iii)(G) hereof; 

  
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or (d) Agent fails to have access at all times (other than during network outages that may occur in the ordinary course) to the Customer 2 Factoring Agent System (as defined in the Customer
2 Factoring Agent Discount Documents) for the purposes of, among other things, reviewing the details of any Customer 2 Accounts that have been purchased by Customer 2 Factoring Agent. The parties hereto acknowledge, confirm and agree that any
Customer 2 Account sold to, and purchased by, Customer 2 Factoring Agent pursuant to the Customer 2 Factoring Agent Discount Documents shall not be an Eligible Customer 2 Account. At all times after the Customer 2 Factoring Agent Termination Date,
Customer 2 Accounts shall satisfy all of the criteria set forth in the definition of Eligible Accounts in order to be deemed Eligible Accounts.” 
 (d) Advances to Lighting Science Mexico. Effective as of December 1, 2011, Section 9.12(b) of the Loan Agreement is hereby amended and restated in its entirety as follows: 

“(b) make any payments (whether by dividend, loan or otherwise) of management, consulting or other fees for management or similar
services, or of any Indebtedness owing to any officer, employee, shareholder, director or any other Affiliate of such Borrower or Guarantor, except (i) reasonable compensation to officers, employees and directors for services rendered to such
Borrower or Guarantor in the ordinary course of business; (ii) regularly scheduled payments by Borrowers and Guarantors to Sponsor of the quarterly “Services Fees” (as defined in the Sponsor Management Agreement as in effect on the
date hereof); provided, that, as of the date of any payment of such management fee, and after giving effect thereto, no Default or Event of Default shall exist or have occurred; (iii) advances or payments to or for the benefit of
Lighting Science Mexico in the ordinary course of business for general operating, working capital and other proper corporate or limited liability company purposes (as applicable) of Lighting Science Mexico in an aggregate amount not to exceed
(A) $500,000 in the aggregate from and after the date hereof through and including June 30, 2011, (B) with respect to the period commencing on July 1, 2011 through and including the period ending November 30, 2011, $750,000
during any fiscal month of Borrowers and Guarantors, (C) with respect to the fiscal month ending December 31, 2011, $860,000 during such fiscal month of Borrowers and Guarantors, (D) with respect to the period commencing on
January 1, 2012 through and including the period ending March 31, 2012, $1,400,000 (or such other amount agreed to by Agent in good faith and in exercise of reasonable (from the perspective of an asset based secured lender) business
judgment) during any fiscal month of Borrowers and Guarantors, (E) with respect to the period commencing on April 1, 2012 through and including the period ending September 30, 2012, $1,500,000 (or such other amount agreed to by Agent
in good faith and in exercise of reasonable (from the perspective of an asset based secured lender) business judgment) during any fiscal month of Borrowers and Guarantors, and (F) with respect to the period commencing on October 1, 2012
and for each fiscal month thereafter, $1,800,000 (or such other amount agreed to by 

  
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Agent in good faith and in exercise of reasonable (from the perspective of an asset based secured lender) business judgment) during any fiscal month of Borrowers and Guarantors;
(iv) advances or payments to or for the benefit of any Subsidiaries of Borrowers (other than Lighting Science Mexico and any Subsidiary of Borrowers that is a Guarantor) in the ordinary course of business for general operating, working capital
and other proper corporate or limited liability company purposes (as applicable) of such Subsidiaries in an aggregate amount not to exceed (A) with respect to the fiscal years ending 2010 and 2011, $250,000 during any fiscal month of Borrowers
and Guarantors, and (B) with respect to the fiscal year ending 2012 and for each fiscal year thereafter, $250,000 (or such other amount agreed to by Agent in good faith and in exercise of reasonable (from the perspective of an asset based
secured lender) business judgment) during any fiscal month of Borrowers and Guarantors; (v) so long as a Borrower or Guarantor is treated as a flow-through entity for tax purposes, such Borrower or Guarantor may distribute to its parent, to the
extent actually payable by such parent to the applicable taxing authority, with respect to each taxable year an aggregate amount equal to the product of (A) the maximum combined federal and state income tax rate applicable to corporations doing
business in the state to which such parent allocates at least ten (10%) percent of its taxable income and which has the highest such rate (or the state in which such parent allocates more income than any other state, if it doesn’t allocate
at least ten (10%) percent of its taxable income to any state) multiplied by (B) the excess of the taxable income of such parent for such taxable year over the taxable losses of such parent for all prior taxable years that have not
previously been used to reduce taxable income pursuant to this clause (b)(iii); or (vi) the LSGC Holdings II Indebtedness as permitted under Section 9.9(g) hereof; and” 
 3. Representations, Warranties and Covenants. Each Borrower and Guarantor hereby represents, warrants and covenants to Agent and Lenders the following (which shall survive the execution and
delivery of this Amendment No. 5 to Loan Agreement), the truth and accuracy of which are a continuing condition of the making of Loans to Borrowers: 
 (a) this Amendment No. 5 to Loan Agreement and each other agreement or instrument to be executed and delivered by Borrowers and Guarantors in connection herewith (collectively, together with this
Amendment No. 5 to Loan Agreement, the “Amendment Documents”) have been duly authorized, executed and delivered by all necessary corporate or limited liability company action (as applicable) on the part of Borrowers and Guarantors
which are a party hereto and thereto and, if necessary, their respective stockholders, as the case may be, and the agreements and obligations of Borrowers and Guarantors, as the case may be, contained herein and therein constitute the legal, valid
and binding obligations of Borrowers and Guarantors, enforceable against them in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally
the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought;


  
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 (b) the execution, delivery and performance of the Amendment Documents (i) are all
within Borrowers’ and Guarantors’ respective corporate or limited liability company powers (as applicable), (ii) are not in contravention of law or the terms of Borrowers’ or Guarantors’ certificate or articles of
organization or formation, operating agreement or other organizational documentation, or any indenture, agreement or undertaking to which Borrowers or Guarantors are a party or by which Borrowers or Guarantors or their respective property are bound
and (iii) shall not result in the creation or imposition of any lien, claim, charge or encumbrance upon any of the Collateral, except in favor of Agent and Lender pursuant to the Loan Agreement and the other Financing Agreements as amended
hereby; 
 (c) all of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements, each
as amended hereby, are true and correct in all material respects on and as of the date hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation
or warranty shall have been true and correct as of such date; and 
 (d) no Default or Event of Default exists as of the date of
this Amendment No. 5 to Loan Agreement. 
 4. Conditions Precedent. This Amendment No. 5 to Loan Agreement shall not become
effective unless all of the following conditions precedent have been satisfied in full, as determined by Agent: 
 (a) the
receipt by Agent of an original (or faxed or electronic copy) of this Amendment No. 5 to Loan Agreement, duly authorized, executed and delivered by Borrowers, Guarantors, Agent and Lenders; 

(b) the receipt by Agent of the amendment fee set forth in Section 5 below; and 

(c) immediately prior, and immediately after giving affect to the amendments and agreements set forth herein, there shall exist no Default
or Event of Default. 
 5. Amendment Fee. In addition to all other fees, charges, interest and expenses payable by Borrowers to Agent and
Lenders under the Loan Agreement and the other Financing Agreements, Borrowers shall pay to Agent, for the account of the Lenders party hereto (to the extent and in accordance with the arrangements by and among the Lenders party hereto), an
amendment fee in the amount of $5,000, which fee shall be fully earned and payable on the date hereof. The foregoing fee may be charged to any loan account of Borrowers maintained by Agent. 
 6. Effect of this Amendment. Except as modified pursuant hereto, no other changes or modifications to the Financing Arrangements are intended or implied and in all other respects the Financing
Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof. To the extent of conflict between the terms of this Amendment No. 5 to Loan Agreement and the other Financing Agreements,
the terms of this Amendment No. 5 to Loan Agreement shall control. The Loan Agreement and this Amendment No. 5 to Loan Agreement shall be read and construed as one agreement. 

  
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 7. Further Assurances. The parties hereto shall execute and deliver such additional documents and
take such additional action as may be necessary or desirable to effectuate the provisions and purposes of this Amendment No. 5 to Loan Agreement. 
 8. Governing Law. The validity, interpretation and enforcement of this Amendment No. 5 to Loan Agreement and any dispute arising hereunder, whether in contract, tort, equity or otherwise,
shall be governed by the internal laws of the State of New York, but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

 9. Binding Effect. This Amendment No. 5 to Loan Agreement shall be binding upon and inure to the benefit of each of the parties
hereto and their respective successors and assigns. 
 10. Counterparts. This Amendment No. 5 to Loan Agreement may be executed in
any number of counterparts, but all of such counterparts shall together constitute but one and the same agreement. In making proof of this Amendment No. 5 to Loan Agreement, it shall not be necessary to produce or account for more than one
counterpart thereof signed by each of the parties hereto. Delivery of an executed counterpart of this Amendment No. 5 to Loan Agreement by telecopier or other electronic method of communication shall have the same force and effect as delivery
of an original executed counterpart of this Amendment No. 5 to Loan Agreement. Any party delivering an executed counterpart of this Amendment No. 5 to Loan Agreement by telecopier or other electronic method of communication also shall
deliver an original executed counterpart of this Amendment No. 5 to Loan Agreement, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment No. 5 to
Loan Agreement as to such party or any other party. 
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 By the signature hereto of their duly authorized officers, the parties hereto agree as set
forth herein. 
  

			
	 Very truly yours,
  

BORROWER:
  
 LIGHTING SCIENCE GROUP CORPORATION

		
	By:	 	/s/ Gregory T. Kaiser
	Name:	 	Gregory T. Kaiser
	Title:	 	Chief Financial Officer


  

			
	 GUARANTORS:
  

BIOLOGICAL ILLUMINATION, LLC

		
	By:	 	/s/ Fred Maxik
	Name:	 	Fred Maxik
	Title:	 	Manager


  

			
	 LSGC, LLC, as Guarantor
  

By: Lighting Science Group Corporation, its sole member

		
	By:	 	/s/ Gregory T. Kaiser
	Name:	 	Gregory T. Kaiser
	Title:	 	Assistant Secretary


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[Acknowledgment to Amendment No. 5 to LSA] 








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	 AGREED:
  

AGENT AND LENDER:
  
 WELLS FARGO BANK, NATIONAL ASSOCIATION

		
	By:	 	/s/ Wanda Alveiro
	Name:	 	Wanda Alveiro
	Title:	 	Vice President


  

[Acknowledgment to Amendment No. 5 to LSA]