event of any conflict between the terms of
this Agreement and any terms of any other Loan Document, the terms of the Loan
Document selected by Bank shall govern. All of the Loan Documents are by this
reference incorporated into this Agreement.
11.14
WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
BORROWER HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN
ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR
OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF BANK IN THE NEGOTIATION,
ADMINISTRATION, OR ENFORCEMENT THEREOF.
11.15
ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS CONTAIN THE
FINAL, ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT
MATTER HEREOF AND THEREOF AND ALL PRIOR AGREEMENTS, WHETHER WRITTEN OR ORAL,
RELATIVE HERETO AND THERETO WHICH ARE NOT CONTAINED HEREIN OR THEREIN ARE
SUPERSEDED AND TERMINATED HEREBY, AND THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties, intending to be legally bound hereby, have duly
executed this Agreement as of the day and year first written above.
BANK:
BANK OF TEXAS, N.A.,
a national banking association
By:
/s/Authorized Signatory
Name:
Title:
Address for Notices:
Bank of Texas, N.A.
4217 Swiss Avenue
Dallas, Texas 75204
Attention:
Ben Parkey, Assistant Vice President
Fax No.:
(214) 515-1750
Telephone No.: (214) 515-1748
e-mail: 
BORROWER:
LIGHTING SCIENCE GROUP CORPORATION,
a Delaware corporation
By:
/s/Stephen Hamilton
Name:
Stephen Hamilton
Title:
Chief Financial Officer
Address for Notices:
Lighting Science Group Corporation
2100 McKinney Ave., Suite 1555
Dallas, Texas 75201
Attention:
Steve Hamilton
Fax No.:
(214) 382-3630
Telephone No.: (214) 382-3631
email:

EXHIBIT A
COMPLIANCE CERTIFICATE
FOR QUARTER ENDED __________________________ (THE "SUBJECT QUARTER")
BANK:
BANK OF TEXAS, N.A.
BORROWER: LIGHTING SCIENCE GROUP CORPORATION
This Certificate is delivered under the Loan Agreement (the "Agreement") dated
as of June 29, 2006, between Borrower and Bank as such may have been amended,
supplemented or replaced. Capitalized terms used in this Certificate shall,
unless otherwise indicated, have the meanings set forth in the Agreement. On
behalf of Borrower, the undersigned certifies to Bank on the date hereof that
(a) no default or Event of Default has occurred and is continuing, (b) all
representations and warranties of Borrower contained in the Agreement and in the
other Loan Documents are true and correct in all material respects, and (c) the
information set forth below hereto is true and correct as of the last day of the
Subject Quarter:
DESCRIPTION OF COVENANT
CALCULATION AS OF:_______________
(1) Bookings (Section 8.1 of Agreement)
$___________________
(to equal or exceed $1,000,000.00)
In compliance
____ ____
yes no
LIGHTING SCIENCE GROUP CORPORATION
By:
Name:
Title:
SCHEDULE ONE
ADDITIONAL CONDITIONS PRECEDENT
1. Receipt by Bank of