October 11, 2007 8K Exhibit 4.3




                                                                              Exhibit 4.3





REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered
into as of the 4th day of October, 2007, by and between Lighting Science Group Corporation, a Delaware corporation (the
"Company") and LED Holdings,  LLC (the "Investor" ). 

WHEREAS, upon the terms and subject to the conditions of the Exchange and Contribution Agreement, by and
between the Company and the Investor, dated as of the date hereof, the Company has agreed to issue and sell to the Investor
Preferred Stock and;

WHEREAS, the Investor and the Company desire to enter into this Agreement to provide the Investor with
certain rights relating to the registration of shares of Common Stock and Preferred Stock. 

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:


"Agreement" means this Agreement, as 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. 

"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, 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. 

"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. 

"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. 

"Preferred Stock" means the Series B Preferred Stock, par value $0.001 per share,
of the Company.

"Pro Rata" is defined in Section 2.1.3.

"Register," "Registered" and
"Registration" mean a registration effected by preparing and filing a registration statement or similar
document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective. 

"Registrable Securities" mean all of the shares of Common Stock and the shares of
Common Stock issuable pursuant to the conversion of the Preferred Stock owned or held by the Investor and the transferees of the
Investor. Registrable Securities include 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 such Registrable Securities. 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 effective under the Securities Act and such securities shall have been sold, transferred, disposed of or
exchanged in accordance with 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) the
Registrable Securities are saleable under Rule 144(k) 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). 




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"Securities Act" means the Securities Act of 1933, as amended, 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 held by the Investor or the transferees of the Investor (determined on a fully diluted basis, i.e., assuming the
conversion of all Registrable Securities consisting of Preferred Stock, 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 holders of Registrable
Securities of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder's Registrable
Securities in the Demand Registration (each such holder including shares of 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, however, 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 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





                                                 3







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 (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 filed under Rule 415 pursuant to either: (i) the Registration Rights Agreement, dated as of May 12, 2005, between the Company and the
Purchasers listed on Exhibit A thereto or (ii) that certain Securities Purchase Agreement, dated as of
March 9, 2007, between LSG 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), other than a Registration Statement (i) filed in connection with any employee stock option





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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: 




	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 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 (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 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 





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	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 that the Company desires to sell 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 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; 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.    The holders of Registrable Securities may at any time and from time to
time, request in writing that the Company register 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"); provided, however,
that the Company shall not be obligated to effect such request through an underwritten offering. 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, effect the registration of all or such portion of such holder's or holders' Registrable Securities as are specified in
such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other
holder or holders 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, however, 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. 





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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, however, 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, however, 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. 

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.






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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, however, 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.


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





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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 principal 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. 


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,





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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) National Association of Securities Dealers, 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 selling commissions shall be borne by such
holders. Additionally, in an





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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 and each 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, however, 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




                                                 11








holder and each other Person, if any, who controls another selling holder 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, however, 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 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 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, however, 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




                                                 12








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, 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 file any reports required to be filed by it under the
Securities Act and the Exchange Act 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




                                                 13








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. 




6.    MISCELLANEOUS. 


6.1    Other Registration Rights.    Except with respect to (i) the Company's 6% Convertible Preferred Stock, (ii) the investors purchasing
Common Stock pursuant to that certain Securities Purchase Agreement, dated as of March 9, 2007, between LSG and the investors
party thereto and (iii) the Guarantors, the Company represents and warrants 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.  The Investor hereby agrees that it shall not cause the Company to file with the Commission a
Registration Statement covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to
Rule 415 under the Securities Act at any time prior to the date that is one (1) year from the date of this Agreement.


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 holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable
Securities in conjunction with and to the extent of any transfer by any holder of at least 1% of the Registrable Securities outstanding at
the time of such transfer.  This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the
parties and their respective successors and the permitted assigns of the Investor or holder of Registrable Securities or of any assignee
of the Investor or 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 8.04): 


If to LED:LED Holdings, Inc.

  11390 Sunrise Gold Circle #800

   Rancho Cordova, CA  95742

   Attention:Chief Executive Officer

   Telephone:(610) 745-9590

   Facsimile:(908) 281-6033


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






                                                 14






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:



Morrison Cohen LLP

   909 Third Avenue

   New York, NY  10022

   Attention:  David A. Scherl, Esq.

   Telephone:(212) 735-8600

   Facsimile:(212) 735-8708




If to LSG:Lighting Science Group Corporation

   2100 McKinney Avenue

   Dallas, TX

   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

   901 Main Street

   Suite 3100

   Dallas, TX  75202

   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 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. 




                                                 15







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. 

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




                                                 16








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] 


                                                 17













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


By: _________________________________

Name: 

Title:   


LED HOLDINGS, LLC 


By: _________________________________

Name: 

Title:   



 

 

 













[Registration Rights Agreement]











Schedule A

Guarantors