ex10-1.htm


Exhibit 10.1

 



 

 

July 19, 2016

 

 

LSGC Holdings III LLC

c/o Pegasus Capital Advisors, L.P.

99 River Road

Cos Cob, CT 06807

Attention: Chief Financial Officer

 

 

RE:     Amendment No. 1 to Preferred Stock Subscription and Support Agreement

 

Ladies and Gentlemen:

 

This Amendment No. 1 (this “Amendment”) is made to that certain Preferred Stock Subscription and Support Agreement (the “Subscription Agreement”), dated as of September 11, 2015, by and among Lighting Science Group Corporation (the “Company”), Pegasus Partners IV, L.P. (“Pegasus Fund IV”) and the person(s) (the “Purchasers”) listed on the Schedule of Purchasers attached thereto as Exhibit A, including LSGC Holdings III LLC (“Holdings III”). This Amendment shall be effective upon execution by the Company, Pegasus Fund IV and Holdings III (the “Amendment Effective Date”).

 

In consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

	 	
1.
	
Interpretation. All capitalized terms used herein shall have the meanings assigned thereto in the Subscription Agreement, unless otherwise defined herein.



 

	 	
2.
	
Amendments to Subscription Agreement.



 

	 	
a.
	
Recitals. The fourth recital in the Subscription Agreement is hereby amended and restated in its entirety as follows:



 

WHEREAS, the Company is authorized to sell: (i) 25,000 Series J Securities in a series of transactions commencing September 11, 2015 and ending on the earlier of (A) the sale of 25,000 Series J Securities to purchasers designated by the Chief Executive Officer, Chief Financial Officer or Secretary of the Company or (B) March 27, 2017 and (ii) such number of additional Series J Securities as are purchased pursuant to Section 14 of each of the Series H Certificate of Designation, the Series I Certificate of Designation and the Series J Certificate of Designation as a result of the sale of the Series J Securities to be issued as described in clause (i) above (such issuances described in clause (i) and (ii) above being collectively referred to as the “Series J Securities Offering”);

 

	 	
b.
	
Definitions. Section 6(a) is hereby amended to insert the following definition: 



 

“Amendment Effective Date” shall mean July 19, 2016.

 

“Series J Securities Offering” shall have the meaning set forth in the recitals.

 


 

 




 


 

	 	
c.
	
Notices. The address set forth under “If to the Company” in Section 6(h) of the Subscription Agreement is hereby amended and restated in its entirety as follows:



 

Lighting Science Group Corporation  

1350 Division Road, Suite 204 

West Warwick, RI 02893 

Attention: Philip J. Ragona, General Counsel 

Tel: (321) 779-5520  

Fax: (321) 779-5521  

Email: phil.ragona@lsgc.com

 

	 	
3.
	
Except as specifically amended herein, the Subscription Agreement shall continue in full force and effect in accordance with its original terms.



 

	 	
4.
	
This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Delivery of executed counterparts of this Amendment by telecopy or by e-mail transmission of an Adobe portable document file (also known as a “PDF” file) shall be effective as originals. This Amendment shall be governed by the internal laws of the State of New York.



 

*     *     *     *     *

 


 

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the Amendment Effective Date.

 

	
 
	
COMPANY:

 

Lighting Science Group Corporation

 

 

By:     /s/ Ed Bednarcik                                                    

      Name:     Ed Bednarcik 

      Title:       Chief Executive Officer 



 

 

Signature Page to Amendment No. 1 to

Preferred Stock Subscription and Support Agreement

 


 

 




 


 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the Amendment Effective Date.

 

	
 
	
PEGASUS FUND IV:

 

Pegasus Partners IV, L.P.

 

By: PEGASUS INVESTORS IV, L.P.,          

its general partner

 

By: PEGASUS INVESTORS IV (GP), L.L.C.,         

its general partner

 

 

By: /s/ Daniel Stencel

Name:      Daniel Stencel

Title:        Chief Financial Officer

 

 

 

PURCHASER:

 

LSGC Holdings III LLC

 

By: PEGASUS PARTNERS V, L.P.,

its sole member

 

By: PEGASUS INVESTORS V, L.P.,          

its general partner

 

By: PEGASUS INVESTORS V (GP), L.L.C.,         

its general partner

 

 

By: /s/ Daniel Stencel

Name:      Daniel Stencel

Title:        Chief Financial Officer



 

 

Signature Page to Amendment No. 1 to

Preferred Stock Subscription and Support Agreement