exv4w1






Exhibit 4.1




AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT




          THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as
of January 23, 2009, by and among Lighting Science Group Corporation, a Delaware corporation (the
“Company”), and Pegasus Partners IV, L.P.
(the “Investor”).




          WHEREAS, the Investor and the Company previously entered into a Registration Rights Agreement
dated as of July 25, 2008 (the “Original Agreement”);




          WHEREAS, on January 7, 2009, the Investor acquired two warrants to purchase Common Stock of
the Company, each dated December 31, 2008, which warrants provide that the Company and the holder
thereof will agree upon reasonable registration rights related to the Common Stock underlying such
warrants; and




          WHEREAS, rather than execute a new registration rights agreement covering the Common Stock
underlying such warrants, the Investor and the Company desire to amend and restate the Original
Agreement.




          NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:




1. DEFINITIONS. The following capitalized terms used herein have the following meanings:




          “Affiliate” means, with respect to any specified Person, a Person that directly or indirectly,
through one or more intermediaries, controls or is controlled by, or is under common control with,
the Person specified.




          “Agreement” means this Amended and Restated Registration Rights Agreement, as further amended,
restated, supplemented, or otherwise modified from time to time.




          “Commission” means the Securities and Exchange Commission, or any other federal agency then
administering the Securities Act or the Exchange Act.




          “Common Stock” means the common stock, par value $0.001 per share, of the Company.




          “Company” is defined in the preamble to this Agreement.




          “Convertible Securities” means any evidences of indebtedness, including bonds and debentures,
shares, including preferred stock, warrants, options or other securities that are convertible into
or exchangeable or exercisable for Common Stock.




          “Demand Registration” is defined in Section 2.1.1.




          “Demanding Holder” is defined in Section 2.1.1.




 









 








          “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor act,
and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in
effect at the time.




          “Form S-3” is defined in Section 2.3.




          “Form S-3 Registration” is defined in Section 2.3.




          “Guarantors” means the Persons listed on Schedule A.




          “Indemnified Party” is defined in Section 4.3.




          “Indemnifying Party” is defined in Section 4.3.




          “Investor” is defined in the preamble to this Agreement.




          “Investor Indemnified Party” is defined in Section 4.1.




          “Majority-in-Interest” is defined in Section 2.1.1.




          “Maximum Number of Securities” is defined in Section 2.1.4.




          “Pegasus Parties” means, collectively, the Investor and any transferee of the Investor that is
an Affiliate of the Investor to whom rights, duties and obligations under this Agreement or under
the Original Agreement are or were assigned by the Investor in accordance with Section 6.2 of this
Agreement or the Original Agreement, as applicable; provided, that any such transferee that ceases
to hold Registrable Securities shall no longer be a “Pegasus Party.”




          “Person” means an individual or a corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint stock company,
government (or an agency or political subdivision thereof) or other entity of any kind.




          “Piggy-Back Registration” is defined in Section 2.2.1.




          “Pro Rata” is defined in Section 2.1.3.




          “Registrable Securities” means (i) all of the shares of Common Stock owned or held as of the
date of this Agreement by the Investor or any Pegasus Party or acquired at any time hereafter if at
such time the Investor or a Pegasus Party holds Registrable Securities, including any shares of
Common Stock issuable pursuant to the conversion, exchange or exercise of any Convertible
Securities; (ii) any shares of Common Stock owned or held by, or issuable pursuant to the
conversion, exchange or exercise of any Convertible Securities to, a transferee of the Investor to
whom rights, duties and obligations under this Agreement are assigned by the Investor in accordance
with Section 6.2; and (iii) any shares of capital stock or other securities of the Company issued
as a dividend or other distribution with respect to or in exchange for or in replacement of any of
the Registrable Securities described in (i) and (ii) above; provided, that as to any particular
Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a
Registration Statement with respect to the sale of such securities shall have become



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effective under the Securities Act and such securities shall have been sold, transferred, disposed
of or exchanged pursuant to such Registration Statement; (b) such securities shall have been
otherwise transferred, new certificates for them not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of them shall not
require registration under the Securities Act; (c) such securities shall have ceased to be
outstanding, or (d) such securities are saleable under Rule 144 of the Securities Act without
regard to any volume limitation requirements under Rule 144 of the Securities Act.




          “Registration Statement” means a registration statement filed by the Company with the
Commission in compliance with the Securities Act and the rules and regulations promulgated
thereunder for a public offering and sale of Registrable Securities (other than a registration
statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only
securities proposed to be issued in exchange for securities or assets of another entity).




          “Securities Act” means the Securities Act of 1933, as amended, or any successor act, and the
rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect
at the time.




          “Underwriter” means a securities dealer who purchases any Registrable Securities as principal
in an underwritten offering and not as part of such dealer’s market-making activities.




2. REGISTRATION RIGHTS.




     2.1 Demand Registration.



          2.1.1 Request for Registration. At any time and from time to time, the holders of a
majority-in-interest of the Registrable Securities (determined on a fully diluted basis) (the
“Majority-in-Interest”), may make a written demand for registration under the Securities Act of all
or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand
Registration shall specify the number of shares of Registrable Securities proposed to be sold and
the intended method(s) of distribution thereof. The Company shall promptly notify all other holders
of Registrable Securities of such demand, and each such holder that wishes to include all or a
portion of such holder’s Registrable Securities in the Demand Registration (each such holder
including Registrable Securities in such registration, a “Demanding Holder”) shall so notify the
Company within fifteen (15) days after the receipt by the holder of the notice from the Company.
Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities
included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section
3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand
Registrations under this Section 2.1.1 in respect of Registrable Securities.




          2.1.2 Effective Registration. A registration will not count as a Demand Registration until the
Registration Statement filed with the Commission with respect to such Demand Registration
registering all of the Registrable Securities specified in the notice received pursuant to Section
2.1.1, determined on the basis described in Section 2.1.1, has been declared effective and the
Company has complied with all of its obligations under this Agreement with respect thereto;
provided, that if, after such Registration Statement has been declared effective, the offering of
Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or



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injunction of the Commission or any other governmental agency or court, the Registration Statement
with respect to such Demand Registration will be deemed not to have been declared effective, unless
and until: (i) such stop order or injunction is removed, rescinded or otherwise terminated, and
(ii) a Majority-in-Interest of the Demanding Holders thereafter elect to continue the offering;
provided, further, that the Company shall not be obligated to file a second Registration Statement
until a Registration Statement that has been filed is counted as a Demand Registration or is
terminated.




          2.1.3 Reduction of Offering. If the Company chooses to engage in an underwritten public
offering of a Demand Registration and if the managing Underwriter or Underwriters for a Demand
Registration that is to be an underwritten offering advises the Company and the Demanding Holders
in writing that the dollar amount or number of Registrable Securities which the Demanding Holders
desire to sell, taken together with all other shares of Common Stock or other securities which the
Company desires to sell and the shares of Common Stock or other securities, if any, as to which
registration has been requested pursuant to written contractual piggy-back registration rights held
by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or
maximum number of securities that can be sold in such offering without adversely affecting the
proposed offering price, the timing, the distribution method, or the probability of success of such
offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum
Number of Securities”), then the Company shall include in such registration: (i) first, the
Registrable Securities as to which Demand Registration has been requested by the Demanding Holders
and the Registrable Securities, if any, as to which a Piggy-Back Registration has been requested
pursuant to Section 2.2.1 (pro rata in accordance with the number of securities that each such
Person has requested be included in such registration, regardless of the number of securities held
by each such Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without
exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (i), the shares of Common Stock or other
securities that the Company desires to sell that can be sold without exceeding the Maximum Number
of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities
for the account of other Persons that the Company is obligated to register pursuant to written
contractual arrangements with such Persons and that can be sold without exceeding the Maximum
Number of Securities.




          2.1.4 Withdrawal. If a Majority-in-Interest of the Demanding Holders disapprove of the terms
of any underwriting or are not entitled to include all of their Registrable Securities in any
offering, such Majority-in-Interest of the Demanding Holders may elect to withdraw from such
offering by giving written notice to the Company and the Underwriter or Underwriters of their
request to withdraw prior to the effectiveness of the Registration Statement filed with the
Commission with respect to such Demand Registration. If the Majority-in-Interest of the Demanding
Holders withdraws from a proposed offering relating to a Demand Registration, then such
registration shall not count as a Demand Registration provided for in Section 2.1.1.




2.2 Piggy-Back Registration.




          2.2.1 Piggy-Back Rights. Except with respect to the registration statements filed or to be



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filed under Rule 415 pursuant to that certain Securities Purchase Agreement, dated as of March 9,
2007, between the Company and the investors party thereto, if at any time the Company proposes to
file a Registration Statement under the Securities Act with respect to an offering of equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities, by the Company for its own account or for stockholders of the Company for
their account (or by the Company and by stockholders of the Company including, without limitation,
pursuant to Section 2.1 or 2.3), other than a Registration Statement (i) filed in connection with
any employee stock option or other benefit plan, (ii) for an exchange offer or offering of
securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is
convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then
the Company shall (x) give written notice of such proposed filing to the holders of Registrable
Securities as soon as practicable but in no event less than ten (10) days before the anticipated
filing date, which notice shall describe the amount and type of securities to be included in such
offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter
or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in
such notice the opportunity to register the sale of such number of Registrable Securities as such
holders may request in writing within ten (10) days following receipt of such notice (a “Piggy-Back
Registration”). The Company shall cause such Registrable Securities to be included in such
registration and shall use its reasonable best efforts to cause the managing Underwriter or
Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to
be included in a Piggy-Back Registration on the same terms and conditions as any similar securities
of the Company and to permit the sale or other disposition of such Registrable Securities in
accordance with the intended method(s) of distribution thereof. All holders of Registrable
Securities proposing to distribute their securities through a Piggy-Back Registration that involves
an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with
the Underwriter or Underwriters selected for such Piggy-Back Registration.




          2.2.2 Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back
Registration that is to be an underwritten offering advises the Company and the holders of
Registrable Securities in writing that the dollar amount or number of securities which the Company
desires to sell, taken together with shares of Common Stock or other securities, if any, as to
which registration has been demanded pursuant to written contractual arrangements with Persons
other than the holders of Registrable Securities hereunder, the Registrable Securities as to which
registration has been requested under this Section 2.2, and the shares of Common Stock or other
securities, if any, as to which registration has been requested pursuant to the written contractual
piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of
Securities, then the Company shall include in any such registration:




          (i) If the Registration is a Demand Registration or a Form S-3 Registration, the provisions of
Section 2.1.3 shall apply and references to Demand Registration in Section 2.1.3 shall be deemed to
refer to a Form S-3 Registration as required;




          (ii) If the registration is undertaken for the Company’s account: (A) first, the shares of
Common Stock or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (A), the shares of



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Common Stock or other securities, if any, requested to be registered pursuant to Section 2.2.2(ii)
of that certain Amended and Restated Registration Rights Agreement dated April 22, 2008, by and
among the Company and the investors signatory thereto, that can be sold without exceeding the
Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other
securities, if any, that are Registrable Securities, as to which registration has been requested
pursuant to the applicable written contractual piggy-back registration rights of such security
holders, Pro Rata, that can be sold without exceeding the Maximum Number of Securities; and (D)
fourth, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account
of other Persons that the Company is obligated to register pursuant to written contractual
piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum
Number of Securities; and




          (iii) If the registration is a “demand” registration undertaken at the demand of Persons other
than the holders of Registrable Securities pursuant to written contractual arrangements with such
Persons, (A) first, the shares of Common Stock or other securities for the account of the demanding
Persons that can be sold without exceeding the Maximum Number of Securities; (B) second, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clause (A),
the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to
which registration has been requested pursuant to the terms hereof, that can be sold without
exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock
or other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other
securities for the account of other Persons that the Company is obligated to register pursuant to
written contractual arrangements with such Persons, that can be sold without exceeding the Maximum
Number of Securities.




          2.2.3 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s
request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written
notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by
Persons making a demand pursuant to written contractual obligations) may withdraw a Registration
Statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any
such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable
Securities in connection with such Piggy-Back Registration as provided in Section 3.3.




     2.3 Registrations on Form S-3. Any Pegasus Party may at any time and from time to time,
request in writing that the Company register (a “Form S-3 Registration”) the resale of any or all
of such Registrable Securities on Form S-3 or any similar short-form registration which may be
available at such time (“Form S-3”). Upon receipt of such written request, the Company will
promptly give written notice of the proposed registration to all other holders of Registrable
Securities, and, as soon as practicable thereafter, subject to the provisions of Section 2.2,
effect the registration of all or such portion of such holder’s or holders’ Registrable Securities
as are



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specified in such request, together with all or such portion of the Registrable Securities or other
securities of the Company, if any, or any other holder or holders that are joining in such request
as are specified in a written request given within fifteen (15) days after receipt of such written
notice from the Company; provided, that the Company shall not be obligated to effect any such
registration pursuant to this Section 2.3 (i) if Form S-3 is not available for such offering or
(ii) if the holders of the Registrable Securities, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at any aggregate price to the public of less than
$500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand
Registrations effected pursuant to Section 2.1.



3. REGISTRATION PROCEDURES.




     3.1 Filings; Information. Whenever the Company is required to effect the registration of any
Registrable Securities pursuant to Section 2, the Company shall use its reasonable best efforts to
effect the registration and sale of such Registrable Securities in accordance with the intended
method(s) of distribution thereof as expeditiously as practicable, and in connection with any such
request:



          3.1.1 Filing Registration Statement. The Company shall, as expeditiously as possible and in
any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to
Section 2.1, prepare and file with the Commission a Registration Statement on any form for which
the Company then qualifies or which counsel for the Company shall deem appropriate and which form
shall be available for the sale of all Registrable Securities to be registered thereunder in
accordance with the intended method(s) of distribution thereof, and shall use its reasonable best
efforts to cause such Registration Statement to become and remain effective for the period required
by Section 3.1.3; provided, that the Company shall have the right to defer any Demand Registration
for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to
deferment of any demand registration to which such Piggy-Back Registration relates, in each case if
the Company shall furnish to the holders a certificate signed by the Chief Executive Officer or
Chairman of the Board of the Company stating that, in the good faith judgment of the Board of
Directors of the Company, it would be materially detrimental to the Company and its stockholders
for such Registration Statement to be effected at such time; provided, further, that the Company
shall not have the right to exercise the right set forth in the immediately preceding proviso more
than once in any 365-day period in respect of a Demand Registration hereunder.




          3.1.2 Copies. The Company shall, prior to filing a Registration Statement or prospectus, or
any amendment or supplement thereto, furnish without charge to the holders of Registrable
Securities included in such registration, and such holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration
Statement (in each case including all exhibits thereto and documents incorporated by reference
therein), the prospectus included in such Registration Statement (including each preliminary
prospectus), and such other documents as the holders of Registrable Securities included in such
registration or legal counsel for any such holders may request in order to facilitate the
disposition of the Registrable Securities owned by such holders.




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          3.1.3 Amendments and Supplements. The Company shall prepare and file with the Commission such
amendments, including post-effective amendments, and supplements to such Registration Statement and
the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable
Securities and other securities covered by such Registration Statement have been disposed of in
accordance with the intended method(s) of distribution set forth in such Registration Statement or
such securities have been withdrawn.




          3.1.4 Notification. After the filing of a Registration Statement, the Company shall promptly,
and in no event more than two (2) business days after such filing, notify the holders of
Registrable Securities included in such Registration Statement of such filing, and shall further
notify such holders promptly and confirm such advice in writing in all events within two (2)
business days of the occurrence of any of the following: (i) when such Registration Statement
becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes
effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the
Company shall take all actions required to prevent the entry of such stop order or to remove it if
entered); and (iv) any request by the Commission for any amendment or supplement to such
Registration Statement or any prospectus relating thereto or for additional information or of the
occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of the securities covered by such Registration
Statement, such prospectus will not contain an untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein not
misleading, and promptly make available to the holders of Registrable Securities included in such
Registration Statement any such supplement or amendment; except that before filing with the
Commission a Registration Statement or prospectus or any amendment or supplement thereto, including
documents incorporated by reference, the Company shall furnish to the holders of Registrable
Securities included in such Registration Statement and to the legal counsel for any such holders,
copies of all such documents proposed to be filed sufficiently in advance of filing to provide such
holders and legal counsel with a reasonable opportunity to review such documents and comment
thereon, and the Company shall not file any Registration Statement or prospectus or amendment or
supplement thereto, including documents incorporated by reference, to which such holders or their
legal counsel shall object.




          3.1.5 State Securities Laws Compliance. The Company shall use its reasonable best efforts to
(i) register or qualify the Registrable Securities covered by the Registration Statement under such
securities or “blue sky” laws of such jurisdictions in the United States as the holders of
Registrable Securities included in such Registration Statement (in light of their intended plan of
distribution) may request and (ii) take such action necessary to cause such Registrable Securities
covered by the Registration Statement to be registered with or approved by such other governmental
authorities as may be necessary by virtue of the business and operations of the Company and do any
and all other acts and things that may be necessary or advisable to enable the holders of
Registrable Securities included in such Registration Statement to consummate the disposition of
such Registrable Securities in such jurisdictions; provided, that the Company shall not be required
to qualify generally to do business in any jurisdiction where it would not otherwise be required to
qualify but for this paragraph or subject itself to taxation in any such jurisdiction.




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          3.1.6 Agreements for Disposition. The Company shall enter into customary agreements
(including, if applicable, an underwriting agreement in customary form) and take such other actions
as are reasonably required in order to expedite or facilitate the disposition of such Registrable
Securities. The representations, warranties and covenants of the Company in any underwriting
agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall
also be made to and for the benefit of the holders of Registrable Securities included in such
Registration Statement. No holder of Registrable Securities included in such Registration Statement
shall be required to make any representations or warranties in the underwriting agreement except,
if applicable, with respect to such holder’s organization, good standing, authority, title to
Registrable Securities, lack of conflict of such sale with such holder’s material agreements and
organizational documents, and with respect to written information relating to such holder that such
holder has furnished in writing expressly for inclusion in such Registration Statement. Holders of
Registrable Securities shall agree to such covenants and indemnification and contribution
obligations for selling stockholders as are customarily contained in agreements of that type.
Further, such holders shall cooperate fully in the preparation of the Registration Statement and
other documents relating to any offering in which they include securities pursuant to Section 2
hereof. Each holder shall also furnish to the Company such information regarding itself, the
Registrable Securities held by such holder, as applicable, and the intended method of disposition
of such securities as shall be reasonably required to effect the registration of the Registrable
Securities.




          3.1.7 Cooperation. The Chief Executive Officer of the Company and all other officers and
members of the management of the Company shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the preparation of the
Registration Statement with respect to such offering and all other offering materials and related
documents, and participation in meetings with Underwriters, attorneys, accountants and potential
investors.




          3.1.8 Records. The Company shall make available for inspection by the holders of Registrable
Securities included in such Registration Statement, any Underwriter participating in any
disposition pursuant to such Registration Statement and any attorney, accountant or other
professional retained by any holder of Registrable Securities included in such Registration
Statement or any Underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, as shall be necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to supply all information
requested by any of them in connection with such Registration Statement.




          3.1.9 Opinions and Comfort Letters. The Company shall furnish to each holder of Registrable
Securities included in any Registration Statement a signed counterpart, addressed to such holder,
of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort
letter from the Company’s independent public accountants delivered to any Underwriter. In the event
no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of
Registrable Securities included in such Registration Statement, at any time that such holder elects
to use a prospectus, an opinion of counsel to the Company to the effect that the Registration
Statement containing such prospectus has been declared effective and that no stop order is in
effect.




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          3.1.10 Earnings Statement. The Company shall comply with all applicable rules and regulations
of the Commission and the Securities Act, and make available to its stockholders, as soon as
practicable, an earnings statement covering a period of twelve (12) months, beginning within three
(3) months after the effective date of the Registration Statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.




          3.1.11 Listing. The Company shall use its reasonable best efforts to cause all Registrable
Securities included in any registration to be listed on such exchanges or otherwise designated for
trading in the same manner as similar securities issued by the Company are then listed or
designated or, if no such similar securities are then listed or designated, in a manner
satisfactory to the holders of a Majority-in-Interest of the Registrable Securities included in
such registration.




     3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale
registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company,
pursuant to a written insider trading compliance program adopted by the Company’s Board of
Directors, of the ability of all “insiders” covered by such program to transact in the Company’s
securities because of the existence of material non-public information, each holder of Registrable
Securities included in any registration shall immediately discontinue disposition of such
Registrable Securities pursuant to the Registration Statement covering such Registrable Securities
until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv)
or the restriction on the ability of “insiders” to transact in the Company’s securities is removed,
as applicable, and, if so directed by the Company, each such holder will deliver to the Company all
copies, other than permanent file copies then in such holder’s possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such notice.



     3.3 Registration Expenses. The Company shall bear all costs and expenses incurred in
connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration
pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all
expenses incurred in performing or complying with its other obligations under this Agreement,
whether or not the Registration Statement becomes effective, including, without limitation: (i) all
registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky”
laws (including fees and disbursements of counsel in connection with blue sky qualifications of the
Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including,
without limitation, all salaries and expenses of its officers and employees); (v) the fees and
expenses incurred in connection with the listing of the Registrable Securities as required by
Section 3.1.11; (vi) Financial Industry Regulatory Authority, Inc. fees; (vii) fees and
disbursements of counsel for the Company and fees and expenses for independent certified public
accountants retained by the Company (including the expenses or costs associated with the delivery
of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and
expenses of any special experts retained by the Company in connection with such registration and
(ix) the fees and expenses of one legal counsel selected by the holders of a Majority-in-Interest
of the Registrable Securities included in such registration. The Company shall have no obligation
to pay any underwriting discounts or selling commissions attributable to the Registrable Securities
being sold by the holders thereof, which underwriting discounts or



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selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all
selling stockholders and the Company shall bear the expenses of the Underwriter pro rata in
proportion to the respective amount of shares each is selling in such offering.



     3.4 Information. The holders of Registrable Securities shall provide such information as may
reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the
preparation of any Registration Statement, including amendments and supplements thereto, in order
to effect the registration of any Registrable Securities under the Securities Act pursuant to
Section 2 and in connection with the Company’s obligation to comply with federal and applicable
state securities laws.



4. INDEMNIFICATION AND CONTRIBUTION.




     4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless the
Investor and each other holder of Registrable Securities, and each of their respective officers,
employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any,
who controls the Investor or any other holder of Registrable Securities (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified
Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether
joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement)
of a material fact contained in any Registration Statement under which the sale of such Registrable
Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained in the Registration Statement, or any amendment or supplement to such
Registration Statement, or arising out of or based upon any omission (or alleged omission) to state
a material fact required to be stated therein or necessary to make the statements therein not
misleading, or any violation by the Company of the Securities Act or any rule or regulation
promulgated thereunder applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration; and the Company shall promptly reimburse the
Investor Indemnified Party for any legal and any other expenses reasonably incurred by such
Investor Indemnified Party in connection with investigating and defending any such expense, loss,
judgment, claim, damage, liability or action; provided, that the Company will not be liable in any
such case to the extent that any such expense, loss, claim, damage or liability arises out of or is
based upon any untrue statement or allegedly untrue statement or omission or alleged omission made
in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or
any such amendment or supplement, in reliance upon and in conformity with information furnished to
the Company, in writing, by the selling holder with which such Investor Indemnified Party is
affiliated expressly for use therein. The Company also shall indemnify any Underwriter of the
Registrable Securities, their officers, affiliates, directors, partners, members and agents and
each Person who controls such Underwriter on substantially the same basis as that of the
indemnification provided above in this Section 4.1.



     4.2 Indemnification by Holders of Registrable Securities. Each selling holder of Registrable
Securities will, in the event that any registration is being effected under the Securities Act
pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and
hold harmless the Company, each of its directors and officers and each Underwriter (if any), and
each other selling holder and each other Person, if any, who controls another selling holder



11









 







or such Underwriter within the meaning of the Securities Act, against any losses, claims,
judgments, damages or liabilities, whether joint or several, insofar as such losses, claims,
judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or allegedly untrue statement of a material fact contained in any Registration
Statement under which the sale of such Registrable Securities was registered under the Securities
Act, any preliminary prospectus, final prospectus or summary prospectus contained in the
Registration Statement, or any amendment or supplement to the Registration Statement, or arise out
of or are based upon any omission or the alleged omission to state a material fact required to be
stated therein or necessary to make the statement therein not misleading, if the statement or
omission was made in reliance upon and in conformity with information furnished in writing to the
Company by such selling holder expressly for use therein, and shall reimburse the Company, its
directors and officers, and each other selling holder or controlling Person for any legal or other
expenses reasonably incurred by any of them in connection with investigation or defending any such
loss, claim, damage, liability or action. Each selling holder’s indemnification obligations
hereunder shall be several and not joint and shall be limited to the amount of any net proceeds
actually received by such selling holder from the sale of Registrable Securities which gave rise to
such indemnification obligation.



     4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any Person of any notice
of any loss, claim, damage or liability or any action in respect of which indemnity may be sought
pursuant to Section 4.1 or 4.2, such Person (the “Indemnified Party”) shall, if a claim in respect
thereof is to be made against any other Person for indemnification hereunder, notify such other
Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or
action; provided, that the failure by the Indemnified Party to notify the Indemnifying Party shall
not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such
Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually and
materially prejudiced by such failure. If the Indemnified Party is seeking indemnification with
respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party
shall be entitled to participate in such claim or action, and, to the extent that it wishes,
jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel
reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the
Indemnified Party of its election to assume control of the defense of such claim or action, the
Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses
subsequently incurred by the Indemnified Party in connection with the defense thereof other than
reasonable costs of investigation; provided, that in any action in which both the Indemnified Party
and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to
employ separate counsel (but no more than one such separate counsel) to represent the Indemnified
Party and its controlling Persons who may be subject to liability arising out of any claim in
respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party,
with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the
written opinion of counsel of such Indemnified Party, representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests between them. No
Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to
entry of judgment or effect any settlement of any claim or pending or threatened proceeding in
respect of which the Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party,



12









 







unless such judgment or settlement includes an unconditional release of such Indemnified Party from
all liability arising out of such claim or proceeding.



4.4 Contribution.




          4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action
referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such
loss, claim, damage, liability or action in such proportion as is appropriate to reflect the
relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the
actions or omissions which resulted in such loss, claim, damage, liability or action, as well as
any other relevant equitable considerations. The relative fault of any Indemnified Party and any
Indemnifying Party shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.




          4.4.2 The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the
immediately preceding Section 4.4.1.




          4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim,
damage, liability or action referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be
required to contribute any amount in excess of the dollar amount of the net proceeds (after payment
of any underwriting fees, discounts, commissions or taxes) actually received by such holder from
the sale of Registrable Securities which gave rise to such contribution obligation. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.




5. UNDERWRITING AND DISTRIBUTION.




     5.1 Rule 144. The Company covenants that it shall (a) file any reports required to be filed by
it under the Securities Act and the Exchange Act in order to maintain its status as a “reporting
issuer” under Rule 144(c)(1) under the Securities Act and (b) use commercially reasonable efforts
to obtain eligibility to use Form S-3, and shall take such further action as the holders of
Registrable Securities may reasonably request, all to the extent required from time to time to
enable such holders to sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such
rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the
Commission.



13









 





6. MISCELLANEOUS.




     6.1 Other Registration Rights. Except with respect to (i) the investors purchasing Common
Stock pursuant to that certain Securities Purchase Agreement, dated as of March 9, 2007, between
the Company and the investors party thereto, (ii) the Guarantors, (iii) the investors purchasing
Common Stock and Preferred Stock pursuant to that certain Exchange and Contribution Agreement,
dated as of October 4, 2007, between the Company and LED Holdings, LLC and (iv) the sellers
receiving Common Stock pursuant to that certain Share Purchase Agreement, dated as of April 22,
2008, between the Company and the sellers party thereto, the Company represents and warrants to
each party hereto that no Person, other than a holder of the Registrable Securities, has any right
to require the Company to register any shares of the Company’s capital stock for sale or to include
shares of the Company’s capital stock in any registration filed by the Company for the sale of
shares of capital stock for its own account or for the account of any other Person.



     6.2 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and
obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in
part. This Agreement and the rights, duties and obligations of the Investor or any subsequent
holder of Registrable Securities hereunder may be freely assigned by the Investor or such other
holder of Registrable Securities in conjunction with and to the extent of any transfer by the
Investor or such other holder of Registrable Securities to any Person; provided, that none of the
rights, duties or obligations of the Investor or such other holder of Registrable Securities shall
be assignable unless: (i) the aggregate amount of Registrable Securities transferred to such
transferee amounts to at least 1% of the then issued and outstanding Common Stock, which for
Convertible Securities, shall be calculated in accordance with Section 13 of the Exchange Act and
the rules and regulations promulgated thereunder; and (ii) such transferee signs a joinder
agreement to this Agreement in a form reasonably satisfactory to the Company. This Agreement and
the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties
hereto and their respective successors and the permitted assigns of the Investor or such other
holder of Registrable Securities or of any assignee of the Investor or such other holder of
Registrable Securities. This Agreement is not intended to confer any rights or benefits on any
Persons that are not party hereto other than as expressly set forth in Article 4 and this Section
6.2.



     6.3 Notices. All notices, requests, demands, claims and other communications that are required
or may be given pursuant to this Agreement must be in writing and delivered personally against
written receipt, by facsimile or by reputable domestic or international overnight courier to the
parties at the following addresses (or to the attention of such other Person or at such other
address as any party may provide to the other party by notice in accordance with this Section 6.3):



14









 





If to any Pegasus Party:




Pegasus Partners IV, L.P.

505 Park Avenue, 22nd Floor

New York, NY 10022

Attention: Richard Weinberg; Steven Wacaster

Telephone: (212) 710-2500

Facsimile: (212) 355-2303



with a copy to (which shall not constitute notice):




Pegasus Capital Advisors, L.P.

505 Park Avenue, 22nd Floor

New York, NY 10022

Attention: Richard Weinberg; Steven Wacaster

Telephone: (212) 710-2500

Facsimile: (212) 355-2303



and with a copy (which shall not constitute notice) to:




Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

Attention: Bruce S. Mendelsohn, Esq.

Telephone: (212) 872-1000

Facsimile: (212) 872-1002



If to the Company:




Lighting Science Group Corporation

2100 McKinney Avenue

Dallas, TX 75201

Attention: Chief Executive Officer

Telephone: (214) 382-3630

Facsimile: (214) 722-1391



with a copy (which shall not constitute notice) to:




Haynes and Boone LLP

2323 Victory Avenue

Suite 700

Dallas, TX 75219

Attention: Gregory Samuel, Esq.

Telephone: (214) 651-5645

Facsimile: (214) 200-0577



Any such notice, request, demand, claim or other communication will be deemed to have been given
(a) if personally delivered, when so delivered, (b) if sent by facsimile, upon transmission


15









 






with electronic confirmation thereof or (c) if sent by reputable domestic or international
overnight courier, when received.




     6.4 Severability. This Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may
be possible that is valid and enforceable.



     6.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall
be deemed an original, and all of which taken together shall constitute one and the same
instrument.



     6.6 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto
and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, representations, understandings, negotiations and discussions between
the parties, whether oral or written.



     6.7 Modifications and Amendments. No amendment, modification or termination of this Agreement
shall be binding upon any party unless executed in writing by such party.



     6.8 Titles and Headings. Titles and headings of Sections of this Agreement are for convenience
only and shall not affect the construction of any provision of this Agreement.



     6.9 Waivers and Extensions. Any party to this Agreement may waive any right, breach or default
which such party has the right to waive, provided that such waiver will not be effective against
the waiving party unless it is in writing, is signed by such party, and specifically refers to this
Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or
default waived has occurred. Any waiver may be conditional. No waiver of any breach of any
agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding
breach thereof nor of any other agreement or provision herein contained. No waiver or extension of
time for performance of any obligations or acts shall be deemed a waiver or extension of the time
for performance of any other obligations or acts.



     6.10 Remedies Cumulative. In the event that the Company fails to observe or perform any
covenant or agreement to be observed or performed under this Agreement, the Investor or any other
holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or
action at law, whether for specific performance of any term contained in this Agreement or for an
injunction against the breach of any such term or in aid of the exercise of any power granted in
this Agreement or to enforce any other legal or equitable right, or to take any one or more of such
actions, without being required to post a bond. None of the rights, powers or remedies conferred
under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be
cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement
or now or hereafter available at law, in equity, by statute or otherwise.



16









 





     6.11 Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. Each of the parties
hereby agrees that any action, proceeding or claim against it arising out of or relating in any way
to this Agreement shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.



     6.12 Waiver of Trial by Jury. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE
RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTOR IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by
their duly authorized representatives as of the date first written above.



	 	 	 	 	 
	 	LIGHTING SCIENCE GROUP CORPORATION

 	 
	 	By:  	/s/ Stephen Hamilton
 	 
	 	 	Name:  	Stephen Hamilton 	 
	 	 	Title:  	Vice President - Finance 	 
	 
	 	 PEGASUS PARTNERS IV, L.P.



By: Pegasus Investors IV, LP

       its general partner



By: Pegasus Investors IV GP, L.L.C.,

       its general partner

 	 
	 	By:  	              

 /s/ Richard Weinberg
 	 
	 	 	Name:  	Richard Weinberg 	 
	 	 	Title:  	Vice President 	 
	 




Signature
Page to Amended and Restated Registration Rights Agreement

 









 





Schedule A




Guarantors