SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 18)*

Lighting Science Group Corporation

(Name of Issuer)

Common Stock, par value $.001 per share
(Title of Class of Securities)

53224G103
(CUSIP Number)

Richard Weinberg
LED Holdings, LLC
c\o Pegasus Capital Advisors, L.P.
99 River Road
Cos Cob, CT 06807
(203) 869-4400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 9, 2011
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 53224G103 

1	NAMES OF REPORTING PERSONS LED Holdings, LLC 26-0299414
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			29,172,496
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			29,172,496
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	29,172,496
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	15.67% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 186,137,141 shares of common stock outstanding as of February 9, 2011.

CUSIP No. 53224G103  

1	NAMES OF REPORTING PERSONS PP IV (AIV) LED, LLC 26-0240524
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			162,289,829
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			162,289,829
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	162,289,829
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	87.19% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 186,137,141 shares of common stock outstanding as of February 9, 2011.

CUSIP No. 53224G103  

1	NAMES OF REPORTING PERSONS PP IV LED, LLC 26-0196366
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			162,289,829
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			162,289,829
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	162,289,829
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	87.19% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 186,137,141 shares of common stock outstanding as of February 9, 2011.

CUSIP No. 53224G103  

1	NAMES OF REPORTING PERSONS PEGASUS PARTNERS IV, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			165,259,526
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			165,259,526
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	165,259,526
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	88.78% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Based on 186,137,141 shares of common stock outstanding as of February 9, 2011.

CUSIP No. 53224G103  

1	NAMES OF REPORTING PERSONS LSGC Holdings LLC 27-3651400
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2 (e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			162,289,829
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			162,289,829
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	162,289,829
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	87.19%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 186,137,141 shares of common stock outstanding as of February 9, 2011.

CUSIP No. 53224G103  

1	NAMES OF REPORTING PERSONS PEGASUS INVESTORS IV, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			165,259,526
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			165,259,526
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	165,259,526
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	88.78% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Based on 186,137,141 shares of common stock outstanding as of February 9, 2011.

CUSIP No. 53224G103  

1	NAMES OF REPORTING PERSONS PEGASUS INVESTORS IV GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			165,259,526
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			165,259,526
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	165,259,526
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	88.78% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 186,137,141 shares of common stock outstanding as of February 9, 2011.

CUSIP No. 53224G103 

1	NAMES OF REPORTING PERSONS PEGASUS CAPITAL, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			165,259,526
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			165,259,526
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	165,259,526
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	88.78%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 186,137,141 shares of common stock outstanding as of February 9, 2011.

CUSIP No. 53224G103  

1	NAMES OF REPORTING PERSONS CRAIG COGUT
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			165,421,280
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			165,421,280
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	165,421,280
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	88.86% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Includes 12,000 shares of common stock underlying options issued to Pegasus Capital Advisors IV, L.P. related to director compensation that vested in four equal installments of 3,000 on April 23, 2010, July 1, 2010, October 1, 2010, and January 3, 2011, and 12,000 shares of common stock underlying options issued to Pegasus Capital Advisors IV, L.P. related to director compensation that vest in equal quarterly installments on the first trading day immediately following the end of each fiscal quarter of 2011 and are subject to the Issuer’s Amended and Restated Equity-Based Compensation Plan.

(2) Based on 186,137,141 shares of common stock outstanding as of February 9, 2011.

Amendment No. 18 to Schedule 13D

     This Amendment No. 18 amends and supplements the Schedule 13D (the “Schedule 13D”) filed on behalf of LED Holdings, LLC (“LED Holdings”), PP IV (AIV) LED, LLC (“PPAIV ”), PP IV LED, LLC (“PPLED ”), Pegasus Partners IV, L.P. (“PPIV ”), LSGC Holdings LLC (“LSGC Holdings”), Pegasus Investors IV, L.P. (“PIIV ”), Pegasus Investors IV GP, L.L.C. (“PIGP ”), Pegasus Capital, LLC (“PCLLC ”), and Craig Cogut (“Mr. Cogut”) with the Securities and Exchange Commission (the “SEC”) on October 15, 2007, as amended by Amendment No. 1 filed on April 11, 2008, Amendment No. 2 filed on May 1, 2008, Amendment No. 3 filed on July 30, 2008, Amendment No. 4 filed on January 12, 2009, Amendment No. 5 filed on February 20, 2009, Amendment No. 6 filed on May 22, 2009, Amendment No. 7 filed on August 17, 2009, Amendment No. 8 filed on September 1, 2009, Amendment No. 9 filed on March 8, 2010, Amendment No. 10 filed on March 24, 2010, Amendment No. 11 filed on April 28, 2010, Amendment No. 12 filed on May 14, 2010, Amendment No. 13 filed on July 2, 2010, Amendment No. 14 filed on July 16, 2010, Amendment No. 15 filed on November 5, 2010, Amendment No. 16 filed on December 28, 2010, and Amendment No. 17 filed on February 2, 2011. Except as specifically provided herein, this Amendment No. 18 supplements, but does not modify any of the disclosure previously reported in the Schedule 13D and the amendments referenced above. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D, as amended.

Item 3. Source and Amount of Funds or Other Consideration

The disclosure in Item 4 below is incorporated herein by reference.

Item 4. Purpose of Transaction

     On February 9, 2011, the Issuer entered into an Exchange Agreement (the “Exchange Agreement”) with LSGC Holdings pursuant to which LSGC Holdings exchanged 60,758,777 Series D Warrants, inclusive of the Exercise Price Credit (as defined below), and warrants to purchase 942,857 shares of Common Stock that were issued in connection with the Guaranty Agreement, dated July 25, 2008, by and between PPIV and the Issuer, for 54,500,000 shares of Common Stock. Pursuant to the Stock Purchase, Exchange and Recapitalization Agreement by and among the Issuer, LSGC Holdings, PPIV and LED Holdings, dated September 30, 2010, a credit towards the exercise of Series D Warrants was received by all of the holders of Series D Warrants which would vest upon the occurrence of certain events (the “Exercise Price Credit”).

     The Issuer’s Committee of Independent Directors, which is comprised entirely of independent directors, approved the Warrant Exchange on February 4, 2011, and engaged an independent financial advisor to assist in evaluating and negotiating the transaction.

     The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, which was filed as Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on February 10, 2011, and is incorporated herein by reference.

     On February 10, 2011, the Issuer filed a registration statement on Form S-1 (File No. 333-172165) (the “Registration Statement”). In connection with the Registration Statement, on February 10, 2011, each of LED Holdings, LSGC Holdings and PPIV entered into separate Lock-Up Agreements (the “Lock-Up Agreements”) with Credit Suisse Securities (USA) LLC (“Credit Suisse”) and J.P. Morgan Securities Inc., (“J.P. Morgan,” and with Credit Suisse, the “Representatives”), the joint book-running managers for the proposed offering to be made pursuant to the Registration Statement and representatives of the underwriters of the proposed offering to be made pursuant to the Registration Statement. Pursuant to the Lock-Up Agreements, LED Holdings, LSGC Holdings and PPIV agreed for a period from February 10, 2011, to 180 days after the offering date set forth on the final prospectus for the offering, subject to certain extensions (the “Lock-Up Period”), not to offer, sell, contract to sell, pledge or otherwise dispose of directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such aforementioned transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other agreements, without, in each case, the prior written consent of the Representatives. However, the Lock-Up Agreements state that, subject to certain requirements, the restrictions noted in the previous sentence shall not apply to: (a) the exercise of a warrant or an option to purchase, or the settlement of any other equity award for Common Stock (provided that any Common Stock received upon exercise of warrants or options (or the settlement of any other equity award) granted to the undersigned will be subject to the restrictions contained in the Lock-Up Agreements); (b) in the case of an option to purchase Common Stock expiring or restricted shares of Common Stock vesting during the Lock-up Period, the sale or transfer of Common Stock to the Issuer to satisfy any payment or withholding obligations in connection with the cashless exercise of such option or vesting of such restricted Common Stock, or in connection with any cashless exercise of a warrant to purchase Common Stock; (c) the conversion or exchange of any warrant, preferred stock or other equity interest of the Issuer into Common Stock (or the settlement of any equity award); provided that any Common Stock received upon such conversion or exchange will be subject to the restrictions contained in the Lock-Up Agreements; (d) transactions relating to any Common Stock acquired in open market transactions after the completion of the offering; (e) transfers of Common Stock or any security convertible into shares of Common Stock (1) as a bona fide gift or (2) to any affiliate of the undersigned; (f) distributions of Common Stock or any security convertible into Common Stock to any partner, member or stockholder of the undersigned (including any grants of equity of LSGC Holdings to any director or officer of the Issuer). LED Holdings, LSGC Holdings and PPIV also agreed pursuant to the Lock-Up Agreements not to make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for shares of Common Stock during the Lock-Up Period without the written consent of the Representatives.

     The summery of the Lock-Up Agreements in this Schedule 13D does not purport to be complete and is qualified in its entirety by reference to the Lock-Up Agreements, the form of which is filed as Exhibit 10.2.

     The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons may acquire additional shares of Common Stock or may determine to purchase, sell or otherwise dispose of all or some of the shares of Common Stock and/or other securities of the Issuer or the Warrants exercisable for shares of Common Stock in the open market, in privately negotiated transactions or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to its investment decision.

     Except as set forth herein or in previous amendments to this Schedule 13D, as the case may be, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

     Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 18 are incorporated herein by reference. Such information is based upon 186,137,141 shares of Common Stock outstanding as of February 9, 2011.

     The disclosure regarding the Exchange Agreement and the Lock-Up Agreements in Items 3 and 4 is incorporated herein by reference.

     Except as set forth herein and in our previously filed amendments to Schedule 13D, as the case may be, there have been no other transactions in the class of securities reported on that were effected within the past sixty days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     The disclosures regarding the Exchange Agreement and the Lock-Up Agreements in Item 4 are incorporated herein by reference.

     The Exchange Agreement is incorporated by reference as Exhibit 10.1 and the Form of Lock-Up Agreement is included as Exhibit 10.2 to this Amendment No. 18.

Item 7. Material to be Filed as Exhibits

Exhibit	Description
10.1	Exchange Agreement, dated February 9, 2011, by and between Lighting Science Group Corporation and LSGC Holdings LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on February 10, 2011).
10.2	Form of Lock-Up Agreement, dated February 10, 2011.
99.1	Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 18, 2011

LED HOLDINGS, LLC
By:	/s/ Richard Weinberg
	Name: Richard Weinberg
	Title: Manager
PP IV (AIV) LED, LLC
By:	Pegasus Partners IV (AIV), L.P.,
	its sole member
By:	Pegasus Investors IV, L.P.,
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	general partner
By:	/s/ Richard Weinberg
	Name: Richard Weinberg
	Title: Vice President
PP IV LED, LLC
By:	Pegasus Partners, IV, L.P.,
	its sole member
By:	Pegasus Investors IV, L.P.,
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Richard Weinberg
	Name: Richard Weinberg
	Title: Vice President
PEGASUS PARTNERS IV, L.P.
By:	Pegasus Investors IV, LP
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Richard Weinberg
	Name: Richard Weinberg
	Title: Vice President
LSGC HOLDINGS LLC
By:	Pegasus Partners IV, L.P.,
	its managing member
By:	Pegasus Investors IV, L.P.,
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Steven Wacaster
	Name: Steven Wacaster
	Title: Vice President

PEGASUS INVESTORS IV, L.P.
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Richard Weinberg
	Name: Richard Weinberg
	Title: Vice President
PEGASUS INVESTORS IV GP, L.L.C.
By:	/s/ Richard Weinberg
	Name: Richard Weinberg
	Title: Vice President
PEGASUS CAPITAL, LLC
By:	/s/ Craig Cogut
	Name: Craig Cogut
	Title: President & Managing Member
	/s/ Craig Cogut
	CRAIG COGUT

EX-10.2

Exhibit 10.2

February 10, 2011

Lighting Science Group Corporation
1227 South Patrick Drive
Building 2A
Satellite Beach, Florida 32937

Credit Suisse Securities (USA) LLC
J.P. Morgan Securities Inc.,
  As Representatives of the Several Underwriters,
    c/o Credit Suisse Securities (USA) LLC,
        Eleven Madison Avenue,
        New York, New York 10010
    c/o J.P. Morgan Securities LLC,
        383 Madison Avenue,
        New York, New York 10179

Dear Sirs:

     As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering will be made (the “Public Offering”) that is intended to result in an orderly market for shares of Common Stock, par value $0.001 per share (the “Securities”) of Lighting Science Group Corporation, and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”) and J.P. Morgan Securities LLC (“J.P. Morgan” and together with Credit Suisse, the “Representatives”). In addition, the undersigned agrees that, without the prior written consent of the Representatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities.

     The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension.

     The undersigned agrees that on the 180^th day following the date of the prospectus (or, to the extent the 180^th day is not a business day, the first business day prior to the 180^th day following the date of the prospectus), the undersigned will contact the Company to determine whether the Lock-Up Period (as may have been extended pursuant to the terms of the previous paragraph) has expired. To the extent the undersigned contacts the Company prior to 10:00 a.m. New York City time and does not receive a response from the Company prior to 5:30 p.m. New York City time, the undersigned shall have satisfied its obligation to contact the Company under this paragraph; however, in no event

will the Company’s failure to respond affect whether the Lock-Up Period has been extended pursuant to the terms of the previous paragraph.

     The first sentence of the first paragraph hereof shall not apply to: (a) the exercise of a warrant or an option to purchase, or the settlement of any other equity award for Securities (provided that any Securities received upon exercise of warrants or options (or the settlement of any other equity award) granted to the undersigned will be subject to the restrictions contained in this Agreement); (b) in the case of an option to purchase Securities expiring or restricted Securities vesting during the Lock-up Period, the sale or transfer of Securities to the Company to satisfy any payment or withholding obligations in connection with the cashless exercise of such option or vesting of such restricted Securities, or in connection with any cashless exercise of a warrant to purchase Securities; (c) the conversion or exchange of any warrant, preferred stock or other equity interest of the Company into Securities (or the settlement of any equity award); provided that any Securities received upon such conversion or exchange will be subject to the restrictions contained in this Agreement; (d) transactions relating to any Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period); (e) transfers of Securities or any security convertible into Securities (1) as a bona fide gift or (2) to any affiliate of the undersigned; (f) distributions of Securities or any security convertible into Securities to any partner, member or stockholder of the undersigned (including any grants of equity of LSGC Holdings LLC to any director or officer of the Company, (“Holdings Equity Grants”)), provided that in the case of any transfer or distribution pursuant to clauses (e) and (f) herein, (i) each transferee shall sign and deliver a lock-up agreement in the form of this Agreement (ii) (w) with respect to transfers under (e)(1) and (f) (other than transfers of Securities or any security convertible into Securities to affiliates of the undersigned and Holdings Equity Grants, which are governed by (x) below), such transfer or distribution would not require a filing by any party under the Exchange Act, and no filing shall be voluntarily made, during the Lock-Up Period (other than a filing on a Form 5 made after the expiration of the Lock-Up Period), (x) with respect to transfers under (e)(2) and Holdings Equity Grants, such transfer or distribution would not require a filing by any party under the Exchange Act, and no filing shall be voluntarily made, during the 30-day period following the Public Offering Date (other than a filing on a Form 5 made after the expiration of the Lock-Up Period), subject to applicable law as a result of actions taken by parties other than, and unaffiliated with, the undersigned, (y) the Representatives shall be afforded with a draft of, and opportunity to provide comments on, any filing at least 48 hours prior to the making of such filing and (z) all filings as a result of actions voluntarily taken by the undersigned after the 30-day period following the Public Offering Date through the end of the Lock-Up Period shall be made on no more than two dates during the Lock-Up Period, (iii) in the case of transfers under (e)(1), such transfer shall not involve a disposition for value, and (iv) in the case of distributions under (f), such distribution shall not involve an exchange of cash, and (g) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Securities; provided that such plan does not provide for the transfer of Securities during the Lock-Up Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company during the Lock-Up Period.

     In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Agreement.

     This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if (i) the Company, in its sole discretion, determines not to proceed with the Public Offering and has provided written notice to the Representatives of such determination, (ii) the Underwriting Agreement is executed by all parties, but is subsequently terminated by any party thereto pursuant to the terms of the Underwriting Agreement prior to any sale of Securities thereunder, or (iii) the Public Offering Date shall not have occurred on or before November 15, 2011. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

EX-99.1

Exhibit 99.1

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D

     The undersigned hereby agree as follows:

     (i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

     (ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: February 18, 2011

LED HOLDINGS, LLC
By:	/s/ Richard Weinberg
	Name: Richard Weinberg
	Title: Manager
PP IV (AIV) LED, LLC
By:	Pegasus Partners IV (AIV), L.P.,
	its sole member
By:	Pegasus Investors IV, L.P.,
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	general partner
By:	/s/ Richard Weinberg
	Name: Richard Weinberg
	Title: Vice President
PP IV LED, LLC
By:	Pegasus Partners, IV, L.P.,
	its sole member
By:	Pegasus Investors IV, L.P.,
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Richard Weinberg
	Name: Richard Weinberg
	Title: Vice President

PEGASUS PARTNERS IV, L.P.
By:	Pegasus Investors IV, LP
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Richard Weinberg
	Name: Richard Weinberg
	Title: Vice President
LSGC HOLDINGS LLC
By:	Pegasus Partners IV, L.P.,
	its managing member
By:	Pegasus Investors IV, L.P.,
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Steven Wacaster
	Name: Steven Wacaster
	Title: Vice President
PEGASUS INVESTORS IV, L.P.
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Richard Weinberg
	Name: Richard Weinberg
	Title: Vice President
PEGASUS INVESTORS IV GP, L.L.C.
By:	/s/ Richard Weinberg
	Name: Richard Weinberg
	Title: Vice President
PEGASUS CAPITAL, LLC
By:	/s/ Craig Cogut
	Name: Craig Cogut
	Title: President & Managing Member
	/s/ Craig Cogut CRAIG COGUT