exv10w1






Exhibit 10.1




FIRST AMENDMENT TO CONVERTIBLE NOTE




     THIS FIRST AMENDMENT TO CONVERTIBLE NOTE (the “First Amendment”) is entered into on August 10,
2009 effective as of July 31, 2009, among LIGHTING SCIENCE GROUP CORPORATION, a Delaware
corporation (“Borrower”) and PEGASUS PARTNERS IV, L.P., a Delaware limited partnership (“Lender”).
Unless stated otherwise, each term defined in the Note has the same meaning when used in this First
Amendment.



     WHEREAS, Borrower has entered into that certain Convertible Note agreement, dated as of May
15, 2009, between Borrower and Lender, pursuant to which Borrower may borrow up to an aggregate
principal sum of $31,649,999.39 from Lender (as renewed, extended, amended, or restated from time
to time, the “Note”); and



     WHEREAS, Borrower and Lender have agreed to revise and amend the Note to extend the Maturity
Date.



     NOW, THEREFORE, in consideration of these premises and other sufficient and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree,
as follows:



     1. AMENDMENT.




(a) Section 5 of the Note is hereby amended in its entirety as follows:




“5. Repayments. The principal and interest of this Note shall be due and
payable on the Maturity Date. As used herein, “Maturity Date” shall mean the
earlier of (a) August 31, 2009 or (b) the Closing Date (as hereinafter defined);
provided, that if the registration statement for the Offering (as hereinafter
defined) of Borrower (the “Registration Statement”) is declared effective by the
Securities and Exchange Commission (the “SEC”) prior to August 31, 2009, the
Maturity Date shall be the Closing Date (as hereinafter defined); provided further,
that in no event shall the Maturity Date be later than September 15, 2009.”




(b) Section 16 of the Note is hereby amended in its entirety as follows:




“16. Offering. Borrower will use its best efforts to conduct a rights
offering (the “Offering”) during the third fiscal quarter of 2009, which shall
consist of the offering of at least 38,916,295 Units (as hereinafter defined and
including the number of Units that may be acquired pursuant to this Note) at a price
of $1.006 per Unit. As used herein “Unit” means, collectively: (i) 1.006 shares of
Borrower’s newly designated Series D Non-Convertible Preferred Stock, which shall
have the designations, powers, preferences and rights set forth in the form of
Certificate of Designation attached hereto as Exhibit A (the “Series D Preferred
Shares”), and (ii) a Warrant to purchase one share of Borrower’s common stock for
$6.00, which Warrant shall be substantially in the form of Exhibit B attached hereto
(the “Warrant”). Borrower will use its reasonable best efforts to cause the
Registration Statement for the Offering to be declared effective by the SEC as soon
as reasonably possible, but in no event later than August 31, 2009.”



     (c) Section 17(a) of the Note is hereby amended in its entirety as follows:



First Amendment




 









 






“(a) If the Registration Statement for the Offering is declared effective by the SEC
prior to August 31, 2009, then Lender shall be deemed to have converted all of the
then outstanding principal balance and accrued and unpaid interest of this Note (the
“Convertible Debt”), into a number of Units equal to one Unit for each $1.006 of
Convertible Debt (the “Automatic Conversion”).”



     2. CONDITIONS PRECEDENT. This First Amendment is effective only upon the execution
and delivery of this First Amendment by both Borrower and Lender.



     3. NO OTHER AMENDMENTS. Except as expressly amended herein, the terms of the Note
shall remain in full force and effect.



     4. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     5. OTHER AGREEMENTS. This First Amendment and the Note, together with the other
documents and instruments delivered in connection therewith, represent the final agreement between
the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements by the parties. There are no unwritten oral agreements between the parties.



[Remainder of page intentionally blank;

Signature Pages follow.]




First Amendment




2









 





EXECUTED as of the date first stated above.




BORROWER:




LIGHTING SCIENCE GROUP CORPORATION,

a Delaware corporation




	 	 	 	 	 
	By: 

Name:

	 	/s/ Kathryn L. Reynolds
 

Kathryn L. Reynolds
	 	 
	Title:

	 	Chief Financial Officer	 	 






LENDER:




PEGASUS PARTNERS IV, L.P.,

a Delaware limited partnership




	 	 	 	 	 
	By:

	 	Pegasus Investors IV, LP

its general partner	 	 
	 
	 	 	 	 
	By:

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

its general partner	 	 
	 
	 	 	 	 
	By:

	 	Steven Wacaster
 

Name: Steven Wacaster

Title: Vice President