exv10w1






Exhibit 10.1




Lighting Science Group Corporation

First Amendment To

Bank of Montreal Loan Authorization Agreement and Demand Note

Date July 24, 2009




Bank of Montreal

Chicago, Illinois




Ladies and Gentlemen:




     Reference is hereby made to (i) that certain Bank of Montreal Loan Authorization Agreement
dated as of July 25, 2008 (the Bank of Montreal Loan Authorization Agreement, as amended and as the
same may be amended from time to time, being referred to herein as the “Loan Agreement”), between
Lighting Science Group Corporation, a Delaware corporation (the “Borrower”) and Bank of Montreal
(the “Bank”) and (ii) that certain Demand Note
dated as of July 25, 2008 (the “Note”) made by the
Borrower payable to the order of the Bank. All capitalized terms used herein without definition
shall have the same meanings herein as such terms have in the Loan Agreement.



     The Borrower has requested that the Bank amend the “Maturity Date” section of the Loan
Agreement and make certain other amendments to the Loan Agreement and the Note, and the Bank is
willing to do so under the terms and conditions set forth in this agreement (herein, the
“Amendment”).



Section 1. Amendments.




     Subject
to the satisfaction of all conditions precedent set forth in Section 2 below, the Loan
Agreement and the Note shall be and hereby are amended as follows:



     1.1. The date “July 25, 2009” appearing in the “Maturity Date” section of the Loan Agreement
shall be deleted and replaced with the date “August 24, 2009”.



     1.2.
The phrase “one (1) year from the date hereof” appearing in Section 5 of the Loan
Agreement shall be deleted and replaced with the date “August 24, 2009”.



     1.3. The date “July 25, 2009” appearing in the first sentence of the Note shall be deleted and replaced
with the date “August 24, 2009”.



Section 2. Conditions Precedent.




     2.1. The Borrower and the Bank shall have executed and delivered this Amendment.



     2.2. The Borrower and the Bank shall have executed the Allonge to Demand Note dated as of even
date herewith.



 









 





     2.3.
The Bank shall have received copies (executed or certified, as may be appropriate) of all
legal documents or proceedings taken in connection with the execution and delivery of this Amendment
to the extent the Bank or its counsel may reasonably request.



     2.4. Legal matters incident to the execution and delivery of this Amendment shall be
satisfactory to the Bank and its counsel.



     2.5.
Pegasus Partners IV, L.P. shall have executed and delivered to the Bank its
acknowledgement and consent to this Amendment.



Section 3. Representations.




     In order to induce the Bank to execute and deliver this Amendment, the Borrower hereby
represents to the Bank that as of the date hereof the representations
and warranties set forth in the
Loan Agreement are and shall be and remain true and correct and the Borrower is in compliance with
the terms and conditions of the Loan Agreement.



Section 4. Miscellaneous.




     4.1. Except as specifically amended herein, the Loan Agreement and the Note shall each
continue in full force and effect in accordance with its original terms. Reference to this specific Amendment
need not be made in the Loan Agreement, the Note, or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Loan
Agreement, any reference in any of such items to the Loan Agreement or the Note being sufficient to refer to the Loan
Agreement or the Note, as applicable, as amended hereby.



     4.2.
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. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This Amendment shall be governed by the
internal laws of the State of New York.



(SIGNATURE PAGE TO FOLLOW)




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     This First Amendment to Bank of Montreal Loan Authorization Agreement and Demand Note is
entered into as of the date first written above.



	 	 	 	 	 
	 	Lighting Science Group Corporation

 	 
	 	By:  	/s/ Kathryn L. Reynolds
 	 
	 	 	Printed Name:  	Kathryn L. Reynolds 	 
	 	 	Its: Chief Financial Officer 	 
	 




     Accepted and agreed to.



	 	 	 	 	 
	 	Bank of Montreal

 	 
	 	By:  	/s/ Denise Sidlo
 	 
	 	 	Printed Name:  	Denise Sidlo 	 
	 	 	Its:  Director 	 
	 




 









 








Guarantor’s Acknowledgement And Consent

Dated July 24, 2009





     The
undersigned, Pegasus Partners IV, L.P., heretofore executed and delivered to the Bank a
Guaranty dated July 25, 2008 (as amended, the “Guaranty”). The undersigned hereby consents to the
First Amendment to Bank of Montreal Loan Authorization Agreement and
Demand Note set forth above and
confirms that the Guaranty and all of the undersigned’s obligations thereunder remain in full force
and effect. The undersigned further agrees that the consent of the undersigned to any further
amendments to the Loan Agreement shall not be required as a result of this consent having been
obtained, except to the extent, if any, required by the Guaranty.



	 	 	 	 	 
	 	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
 	 
	 	 	Printed Name:  	Daniel Stencel 	 
	 	 	Its:  CFO