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Exhibit 4.4



EXECUTION VERSION 


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 


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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 PiggyBack 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 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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               (ii) 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 


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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 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