exv10w2






Exhibit 10.2




EXECUTION COPY




[Pegasus Capital Advisors, L.P. Letterhead]




July 25, 2008




Lighting Science Group Corporation

2100 McKinney Avenue

Dallas, TX 75201

Attention:




LIGHTING SCIENCE GROUP CORPORATION LOAN GUARANTY

Transaction Fee and Expense Fee Side Letter




Ladies and Gentlemen:




     Reference is made to the form of Guaranty (including the exhibit and other attachments
thereto, the “Guaranty”) contemplated to be entered into among BMO Capital Markets Financing, Inc.,
Bank of Montreal (together with BMO Capital Markets Financing, Inc., the “Lenders”) and Pegasus
Partners IV, L.P. (“Pegasus”), an affiliate of Pegasus Capital Advisors, L.P. (“PCA” or “us”),
pursuant to which Pegasus guarantees to the Lenders the full payment of a loan agreement (the “Loan
Agreement”) between the Lenders and Lighting Science Group Corporation (the “Company” or “you”).
PCA and you have agreed to execute this side letter (this “Side Letter”) in anticipation of the
execution of the Guaranty and Loan Agreement (together, the “Transaction”).



1. Transaction Fee.




     Upon closing of the Transaction, you agree to promptly pay PCA a nonrefundable transaction fee
in the amount of $150,000 in consideration for the arrangement of financing by PCA and the
structuring by PCA of the transactions contemplated by, and the negotiation by PCA of, the Asset
Purchase Agreement by and among LLI Acquisition, Inc., Lighting Science Group Corporation, Lamina
Lighting Incorporated and the Stockholders signatory thereto.



2. Expense Fee.




     Upon closing of the Transaction, you agree to promptly pay PCA a nonrefundable expense fee in
the amount of $100,000.



3. Assignments.




     The Company shall not assign its commitment under this Side Letter without the written consent
of PCA. This Side Letter shall be binding upon and inure to the benefit of the parties and their
permitted assigns and successors-in-interest.



4. Amendments.




     No provision of this Side Letter may be waived or amended except in a written instrument
signed by PCA, on the one hand, and the Company, on the other hand.



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5. Miscellaneous.




     This Side Letter may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have
been signed by each party and delivered to the other parties, it being understood that the parties
need not sign the same counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile
signature page were an original thereof.



     Each of the parties to this Side Letter shall execute such documents and perform such further
acts as may be reasonably required or necessary to carry out or to perform the provisions of this
Side Letter.



     This Side Letter shall be governed by, and construed in accordance with, the laws of the State
of New York, without regard to principles of conflicts of law thereof. Each party hereby waives
all right to a trial by jury in any action, suit or proceeding brought to enforce or defend any
rights or remedies under this Side Letter. Each party hereto irrevocably submits to the exclusive
jurisdiction of any New York state or federal court in any action or proceeding arising out of or
relating to this Side Letter, and hereby irrevocably agrees that all claims in respect of such
action or proceeding shall be heard and determined in such a New York state or federal court. Each
party irrevocably and unconditionally waives and agrees not to assert by way of motion, as a
defense or otherwise any claims that it is not subject to the jurisdiction of the above court, that
such action is brought in an inconvenient forum or that the venue of such action is improper. Each
party irrevocably consents to the service of any and all process in any such action, suit or
proceeding by the delivery of such process to such party at the address set forth on the first page
of this Side Letter.



[Remainder of this page intentionally left blank]




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If the foregoing correctly sets forth our understanding, please indicate your acceptance of the
terms hereof by returning to us an executed counterpart hereof, where upon this Side Letter shall
become a binding agreement between us and you.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	PEGASUS CAPITAL ADVISORS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Steven Wacaster	 	 
	 

	 	 	 	 

Name: Steven Wacaster
	 	 
	 

	 	 	 	Title: Vice President	 	 






Pegasus/LSGC Side Letter Signature Page




 









 





Accepted and agreed to as of

the date first above written:




LIGHTING SCIENCE GROUP CORPORATION.




	 	 	 	 	 
	By
	 	/s/ Stephen Hamilton	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






Pegasus/LSGC Side Letter Signature Page