EXHIBIT 4.3 


STOCKHOLDER VOTING AGREEMENT 


          THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made, entered into, and effective as of October 4,
2007, by and among Lighting Science Group Corporation, a Delaware corporation (“LSG”), LED Holdings, LLC, a Delaware limited liability company (“LED”), and the persons listed on Schedule A to this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”). 


RECITALS 


          WHEREAS, concurrently with the execution and delivery of this Agreement, LSG and LED are entering into that certain Exchange and Contribution Agreement (the “Exchange Agreement”), which provides, among other things, for the exchange of LSG Series B Preferred Stock (as defined in the Exchange Agreement) for the Acquired Assets (as defined in the
Exchange Agreement), all on the terms and subject to the conditions set forth in the Exchange Agreement; 


          WHEREAS, as an inducement and a condition to entering into the Exchange Agreement, LED and the Stockholders have agreed to enter into this Agreement; and 


          WHEREAS, each capitalized term used herein but not otherwise defined shall have the meaning as set forth in the Exchange Agreement. 


AGREEMENT 


          NOW, THEREFORE, in and as consideration of and for the foregoing premises and the representations, warranties, agreements, and covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 


          1.          Voting. During the term of this Agreement, the Stockholders and LED agree to
vote, or cause to be voted (at all meetings of stockholders of LSG and pursuant to all written consents in lieu of voting at a meeting), all shares of LSG’s voting securities now or hereafter owned by them, whether beneficially or otherwise, or
as to which they have voting power (the “Shares”) in accordance with the provisions of this Agreement. 


          2.          Board of Directors. 


            (a)           Voting.
      The Board of Directors of LSG (the “Board
      of Directors”) shall consist
      of nine (9) directors. For as long as any shares of LSG Series B Preferred
      Stock are outstanding, each of the Stockholders and LED agree to vote,
      or cause to be voted, all Shares owned by such Person, in such a manner
      as may be necessary to elect as members of the Board of Directors the following
      individuals: 

  

	 	
    i.
	     	
Four (4) persons designated by holders of a majority of the LSG Series B Preferred Stock (the “Series B Directors”);

  
	 
	                            	
    ii.
	 	
Four (4) persons designated by the Board of Directors, who initially shall be Ronald E. Lusk, Donald Harkleroad, Daryl Snadon, and Robert Bachman (the “Common
Directors”); and

  
	 
	 	iii. 
	 	The Chief Executive Officer of LSG.
	 	 	 	 












            (b)           Vacancies.
      In the event that any Common Director is removed for cause, resigns or
      is otherwise unable or unwilling to serve as a director of LSG prior to
      the expiration of the term of such Common Director, the holders of the
      LSG Series B Preferred Stock will take such action necessary to cause the
      election or appointment of a replacement director designated by the remaining
      Common Directors to fill the vacancy and serve as a director of LSG for
      the unexpired term of such Common Director. In the event that any Series
      B Director is removed for cause, resigns or is otherwise unable or unwilling
      to serve as a director of LSG prior to the expiration of the term of such
      Series B Director, the holders of the LSG Series B Preferred Stock will
      take such action necessary to cause the election or appointment of a replacement
      director designated by the remaining Series B Directors to fill the vacancy
      and serve as a director of LSG for the unexpired term of such Series B
      Director. 



          3.          Reasonable Efforts to Cooperate. Subject to the terms and conditions of this
Agreement, each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, and/or advisable under applicable laws to consummate
and make effective the transactions contemplated by this Agreement. Each party hereto shall promptly consult with the other parties hereto and provide any necessary information and material with respect to all filings made by any party hereto with
any Governmental Authority in connection with this Agreement and the transactions contemplated hereby. 


          4.          Representations and Warranties of Each Stockholder. Each Stockholder and LED
hereby represent and warrant, severally and not jointly, as follows:


            (a)           Ownership
        of Shares. Such Stockholder or LED
        is the “beneficial owner” (as defined in Rule 13d-3 under the
        Securities Exchange Act of 1934, as amended, which meaning shall apply
        for all purposes of this Agreement) of, and have the sole power to vote
        and dispose of, the number of Shares set forth opposite the name of such
        Stockholder on Schedule A or
        LED on Schedule B hereto,
        free and clear of any security interests, liens, charges, encumbrances,
        equities, claims, options or limitations of whatever nature and free
        of any other limitation or restriction (including, without limitation,
        any restriction on the right to vote, sell, or otherwise dispose of such
        Shares), except, in each case, as may exist by reason of this Agreement
        or pursuant to applicable law. The number of Shares set forth opposite
        the name of such Stockholder on Schedule
        A or LED on Schedule
        B hereto represents all of the shares
        of capital stock of LSG beneficially owned by such Stockholder or LSG
        as of the date of this Agreement. Except as permitted by this Agreement,
        the Shares beneficially owned by such Stockholder or LED, and the certificates
        representing such Shares are now, and at all times during the term hereof
        shall be, held by such Stockholder or LED, or by a nominee or custodian
        for the benefit of such Stockholder or LED, free and clear of all liens,
        proxies, voting trusts or agreements, understandings or arrangements
        or any other rights whatsoever, except for any such liens or proxies
        arising hereunder. 

             (b)           Power;
        Binding Agreement. Such Stockholder
        or LED has the power and authority to enter into and perform all of such
        Stockholder’s or LED’s obligations under this Agreement. This
        Agreement has been duly and validly executed and delivered by such Stockholder
        or LED and, assuming due execution and delivery by, and enforceability
        against such Stockholder or LED, constitutes a legal, valid and binding
        agreement of such Stockholder or LED, enforceable against such Stockholder
        or LED in accordance with its terms, except as such enforcement may be
        limited by any equitable defense. There is no beneficiary or holder of
        a voting trust certificate or other interest of any trust of which such
        Stockholder or LED is a trustee, 



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  or any party to any other agreement
      or arrangement, whose consent is required for the execution and delivery
      of this Agreement or the consummation by such Stockholder or LED of the
      transactions contemplated thereby.

             (c)           Consents;
        No Conflicts. No filing with, and
        no permit, authorization, consent or approval of, any Governmental Authority
        is necessary for the execution and delivery of this Agreement by such
        Stockholder or LED, the consummation by such Stockholder or LED of the
        transactions contemplated hereby and the compliance by such Stockholder
        or LED with the provisions hereof and none of the execution and delivery
        of this Agreement by such Stockholder or LED, the consummation by such
        Stockholder or LED of the transactions contemplated hereby or compliance
        by such Stockholder or LED with any of the provisions hereof, except
        in cases in which any conflict, breach, default or violation described
        below would not interfere with the ability of such Stockholder or LED
        to perform such Stockholder’s or LED’s obligations hereunder,
        shall (i) conflict with or result in any breach of any organizational
        documents applicable to LED, (ii) result in a violation or breach of,
        or constitute (with or without notice or lapse of time or both) a default
        (or give rise to any third party right of termination, cancellation,
        modification or acceleration) under, any of the terms, conditions or
        provisions of any note, loan agreement, bond, mortgage, indenture, license,
        contract, commitment, arrangement, understanding, agreement or other
        instrument or obligation of any kind, including, without limitation,
        any voting agreement, proxy arrangement, pledge agreement, stockholders
        agreement or voting trust, to which such Stockholder or LED is a party
        or by which such Stockholder or LED or any properties or assets of such
        Stockholder or LED may be bound, or (iii) violate any order, writ, injunction,
        decree, judgment, order, statute, rule or regulation applicable to such
        Stockholder or LED or any properties or assets of such Stockholder or
        LED.



          4.          Termination. This Agreement shall terminate upon the second (2nd) anniversary of the Closing. 


          5.          No Limitation. Notwithstanding any other provision hereof, nothing in this
Agreement shall be construed to prohibit any Stockholder that is or has been designated as a member of the Board of Directors, or any designee of LED to the Board of Directors, from taking any action solely in his or her capacity as a member of the
Board of Directors or from exercising his or her fiduciary duties as a member of such Board of Directors. 


          6.          Miscellaneous.


            (a)           Entire
        Agreement. This Agreement constitutes
        the entire agreement between the parties hereto with respect to the subject
        matter hereof and supersedes all other prior agreements and understandings,
        both written and oral, between the parties hereto with respect to the
        subject matter hereof.

             (b)           Assignment.
      This Agreement shall not be assigned by operation of law or otherwise without
      the prior written consent of each Stockholder (in the case of an assignment
      by LED) or LED (in the case of an assignment by any Stockholder); provided, however,
      that LED may assign the rights and obligations of LED hereunder to any
      affiliate or subsidiary of LED, but no such assignment shall relieve LED
      of the obligations of LED hereunder.

             (c)           Successors
        and Assigns. Without limiting any
        other rights LED or the Stockholders may have hereunder in respect of
        any transfer of any Shares, each Stockholder and 



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  LED agrees that this Agreement
      and the obligations hereunder shall not attach to the Shares beneficially
      owned by such Stockholder and LED and shall not be binding upon any person
      to which legal or beneficial ownership of such Shares shall pass, whether
      by operation of law or otherwise, other than LED’s or such Stockholder’s
      heirs, guardians, administrators, successors or affiliates.

             (d)           Amendment.
      This Agreement may not be amended, changed, supplemented or otherwise modified
      except by an instrument in writing signed by the Stockholders and LED.

             (e)           Notice.
      All notices, requests, claims, demands and other communications hereunder
      shall be in writing and shall be given (and shall be deemed to have been
      duly received if given) by hand delivery or by facsimile transmission with
      confirmation of receipt, as follows:

  	          	If to LED: 
	 	 
	 	         LED
          Holdings, LLC 
	 	         11390
          Sunrise Gold Circle #800 
	 	         Rancho
          Cordova, CA 95742 
	 	         Attention:
          Chief Executive Officer 
	 	         Telephone:
          (610) 745-9590 
	 	         Facsimile:
          (908) 281-6033 
	 	 
	 	 
	 	with a copy (which shall
          not constitute notice) to: 
	 	 
	 	         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 a Stockholder: 
	 	 
	 	         At
          the addresses and facsimile numbers set forth on Schedule
          A hereto. 




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  	          	with a copy
          (which shall not constitute notice) to: 
	 	 
	 	         Haynes
          and Boone, LLP 
	 	         901
          Main Street, Suite 3100 
	 	         Dallas,
          Texas 75202-3789 
	 	          Attention:
      Greg R. Samuel, Esq. 

	 	         Fax:
          214.200.0577 



   or to such other address or facsimile
      number as the person to whom notice is given may have previously furnished
      to the other parties hereto in writing in the manner set forth above.

             (f)           Severability.
      Whenever possible, each provision or portion of any provision of this Agreement
      shall be interpreted in such manner as to be effective and valid under
      applicable law but if any provision or portion of any provision of this
      Agreement is held to be invalid, illegal or unenforceable in any respect
      under any applicable law or rule in any jurisdiction such invalidity, illegality
      or unenforceability shall not affect any other provision or portion of
      any provision in such jurisdiction, and this Agreement shall be reformed,
      construed and enforced in such jurisdiction as if such invalid, illegal
      or unenforceable provision or portion of any provision had never been contained
      herein.

             (g)           Remedies.
      All rights, powers and remedies provided under this Agreement or otherwise
      available in respect hereof at law or in equity shall be cumulative and
      not alternative, and the exercise of any thereof by any party shall not
      preclude the simultaneous or later exercise of any other such right, power
      or remedy by such party.

             (h)           Waiver.
      The failure of any party hereto to exercise any right, power or remedy
      provided under this Agreement or otherwise available in respect hereof
      at law or in equity, or to insist upon compliance by any other party hereto
      with its obligations hereunder, and any custom or practice of the parties
      at variance with the terms hereof, shall not constitute a waiver by such
      party of its right to exercise any such or other right, power or remedy
      or to demand such compliance.

             (i)            Third
        Parties. This Agreement shall be
        binding upon and inure solely to the benefit of each party hereto and
        any other third party successor, and nothing in this Agreement, express
        or implied, is intended to confer upon any other person any rights or
        remedies of any nature whatsoever under or by reason of this Agreement.

             (j)            Governing
        Law. This Agreement shall be governed
        by, and construed in accordance with, the laws of the State of Delaware.

             (k)           Specific
        Performance; Consent to Jurisdiction.
        The parties agree that irreparable damage would occur in the event that
        any of the provisions of this Agreement were not performed in accordance
        with their specific terms or were otherwise breached. It is accordingly
        agreed that the parties shall be entitled to an injunction or injunctions
        to prevent breaches of this Agreement and to enforce specifically the
        terms and provisions of this Agreement in any state court located in
        the State of New York, County of New York, or any Federal court located
        in the Southern District of New York, this being in addition to any other
        remedy to which they are entitled at law or in equity. In addition, each
        of the parties hereto (i) consents to submit itself to the personal jurisdiction
        of any state court located in the State of New York, County of New York,
        or any 



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  Federal court located in the Southern
      District of New York in the event any dispute arises out of this Agreement
      or any transaction contemplated by this Agreement, (ii) agrees that it
      shall not attempt to deny or defeat such personal jurisdiction by motion
      or other request for leave from any such court and (iii) agrees that it
      shall not bring any action relating to this Agreement or any transaction
      contemplated by this Agreement in any court other than any such court.
      The parties hereto irrevocably and unconditionally waive any objection
      to the laying of venue of any action, suit or proceeding arising out of
      this Agreement or the transactions contemplated hereby in the courts of
      the State of New York, County of New York or in any Federal court located
      in the Southern District of New York, and hereby further irrevocably and
      unconditionally waive and agree not to plead or claim in any such court
      that any such action, suit or proceeding brought in any such court has
      been brought in a inconvenient forum.

             (l)           Headings.
      The descriptive headings used herein are inserted for convenience of reference
      only and are not intended to be part of or to affect the meaning or interpretation
      of this Agreement.

             (m)          Counterparts.
      This Agreement may be executed in counterparts (by fax or otherwise), each
      of which shall be deemed to be an original, but all of which, taken together,
      shall constitute one and the same agreement.



Remainder of Page Intentionally Left Blank. Signature Page(s) to Follow. 

 

 

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EXHIBIT 4.3 


          IN WITNESS WHEREOF, the parties hereto have executed and delivered this Stockholder Voting Agreement effective as of the date first written above. 


  	LSG: 
	 	 
	Lighting Science
          Group Corporation 
	 
	 	 
	By: 	 

	Name:   	 

	Title: 	 

	 	 
	LED: 
	 	 
	 	 
	LED Holdings,
          LLC 
	 	 
	By: 	 

	Name: 	 

	Title: 	 

	 	 
	STOCKHOLDERS: 
	 
	 	 
	 	 
	Ronald D. Lusk 
	 	 
	 	 
	 	 
	Donald Harkleroad 
	 	 
	 	 
	 	 
	Daryl Snadon 
	 	 
	 
	USGT Investors,
          L.P. 
	By: USGT Investors
          Management Company, Inc., 
	its General
          Partner 
	 
	 	 
	By: 	 

	Name: 	Robert E. Bachman 
	Title: 	President 


  














EXHIBIT 4.3 


SCHEDULE A 


Stockholders 

	  	 Name of Stockholder
  
	    Shares
    

	 	
Ronald Lusk
  	 
  	
6,910,258 shares of Common Stock
  
	 	
8238 Forest Hills Blvd.
  	 

  
	 	
Dallas, TX 75218
  	 

  
	 	
Fax: 214.722.1391
  	 

  
	 	
Donald Harkleroad
  	   	
2,455,903 shares of Common Stock
  
	 	
The Bristol Company
  	 

  
	 	
Suite 500
  	 

  
	 	
2091 Governors Lake Drive
  	 

  
	 	
Norcross, GA 30071
  	 

  
	 	
Fax: 678.533.9010
  	 

  
	 	
Daryl Snadon
  	   	
2,908,950 shares of Common Stock
  
	 	
Beltway Development Company
  	 

  
	 	
15280 Addison Road
  	 

  
	 	
Suite 300
  	 

  
	 	
Addison, TX 75001
  	 

  
	 	
Fax: 972.385.8039
  	 

  
	 	
Robert Bachman
  	   	
2,596,922 shares of Common Stock
  
	 	
USGT Investors, L.P.
  	 

  
	 	
3838 Oak Lawn Avenue
  	 

  
	 	
Suite 1775
  	 

  
	 	
Dallas, TX 75219
  	 

  
	 	
Fax: 214.661.7760
  	 

  















EXHIBIT 4.3 


SCHEDULE B 


LED 

	  	Name
          of Stockholder 
	  Shares 

	 	
LED Holdings, LLC
  	 	
2,000,000 shares of LSG Series B
  
	 	 

  	
Preferred Stock
  
	 	 

  	 
	 	 

  	
318,574,665 shares of Common Stock