SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 22)*

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)

January 17, 2012

(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.    ¨

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)  ¨        (b)  ¨
(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) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 29,172,496
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 29,172,496
		(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) ¨
(13)	Percent of class represented by amount in Row (11) 14.20% (1)
(14)	Type of reporting person (see instructions) OO

(1) Based on 205,409,393 shares of common stock outstanding as of January 19, 2012.

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)  ¨        (b)  ¨
(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) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 164,794,829
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 164,794,829
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 164,794,829
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 80.23% (1)
(14)	Type of reporting person (see instructions) OO

(1) Based on 205,409,393 shares of common stock outstanding as of January 19, 2012.

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)  ¨        (b)  ¨
(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) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 164,794,829
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 164,794,829
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 164,794,829
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 80.23% (1)
(14)	Type of reporting person (see instructions) OO

(1) Based on 205,409,393 shares of common stock outstanding as of January 19, 2012.

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)  ¨        (b)  ¨
(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) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 170,537,426(1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 170,537,426(1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 170,537,426(1)
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 83.00% (2)
(14)	Type of reporting person (see instructions) PN

(1) Includes options to purchase up to 61,586 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011.

(2) Based on 205,409,393 shares of common stock outstanding as of January 19, 2012.

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)  ¨        (b)  ¨
(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) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 164,794,829
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 164,794,829
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 164,794,829
(12)	Check if the aggregate amount in row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in row (11) 80.23% (1)
(14)	Type of reporting person (see instructions) OO

(1) Based on 205,409,393 shares of common stock outstanding as of January 19, 2012.

CUSIP No. 53224G103

(1)	Names of reporting persons: LSGC Holdings II LLC
(2)	Check the appropriate box if a member of a group (see instructions): (a)  ¨        (b)  ¨
(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):
(6)	Citizenship or place of organization: DE
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power: 2,772,900(1)
		(8)	Shared voting power: -0-
		(9)	Sole dispositive power: 2,772,900(1)
		(10)	Shared dispositive power: -0-
(11)	Aggregate amount beneficially owned by each reporting person: 2,772,900(1)
(12)	Check if the aggregate amount in row (11) excludes certain shares (see instructions):
(13)	Percent of class represented by amount in row (11): 1.35%(2)
(14)	Type of reporting person (see instructions): CO

(1) Includes options to purchase up to 61,586 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011.

(2) Based on 205,409,393 shares of common stock outstanding as of January 19, 2012.

CUSIP No. 53224G103

(1)	Names of reporting persons: PCA LSG Holdings, LLC I.R.S. Identification Nos. of above persons (entities only): 45-3836143
(2)	Check the appropriate box if a member of a group (see instructions): (a)  ¨        (b)  ¨
(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): ¨
(6)	Citizenship or place of organization: DE
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power: 1,028,536(1)
		(8)	Shared voting power: -0-
		(9)	Sole dispositive power: 1,028,536(1)
		(10)	Shared dispositive power: -0-
(11)	Aggregate amount beneficially owned by each reporting person: 1,028,536(1)
(12)	Check if the aggregate amount in row (11) excludes certain shares (see instructions): ¨
(13)	Percent of class represented by amount in row (11): 0.50% (2)
(14)	Type of reporting person (see instructions): OO

(1) Includes options to purchase up to 61,586 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011.

(2) Based on 205,409,393 shares of common stock outstanding as of January 19, 2012.

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)  ¨        (b)  ¨
(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) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 170,537,426(1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 170,537,426(1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 170,537,426(1)
(12)	Check if the aggregate amount in row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in row (11) 83.00% (2)
(14)	Type of reporting person (see instructions) PN

(1) Includes options to purchase up to 61,586 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011.

(2) Based on 205,409,393 shares of common stock outstanding as of January 19, 2012.

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)  ¨        (b)  ¨
(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) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 170,537,426 (1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 170,537,426 (1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 170,537,426 (1)
(12)	Check if the aggregate amount in row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in row (11) 83.00% (2)
(14)	Type of reporting person (see instructions) OO

(1) Includes options to purchase up to 61,586 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011.

(2) Based on 205,409,393 shares of common stock outstanding as of January 19, 2012.

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)  ¨        (b)  ¨
(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) ¨
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 171,504,376 (1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 171,504,376 (1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 171,504,376 (1)
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 83.47%(2)
(14)	Type of reporting person (see instructions) OO

(1) Includes options to purchase up to 61,586 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011.

(2) Based on 205,409,393 shares of common stock outstanding as of January 19, 2012.

CUSIP No. 53224G103

(1)	Names of reporting persons CRAIG COGUT
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(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) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 171,666,130 (1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 171,666,130 (1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 171,666,130 (1)
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 83.54%(2)
(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 vested 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. Includes options to purchase up to 61,586 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011.

(2) Based on 205,409,393 shares of common stock outstanding as of January 19, 2012.

Amendment No. 22 to Schedule 13D

This Amendment No. 22 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”), LSGC Holdings II LLC (“LSGC Holdings II”), PCA LSG Holdings, LLC (“PCA 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”), as the case may be, 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, Amendment No. 17 filed on February 2, 2011, Amendment No. 18 filed on February 18, 2011, Amendment No. 19 filed on May 26, 2011, Amendment No. 20 filed on December 13, 2011 and Amendment No. 21 filed on December 23, 2011. Except as specifically provided herein, this Amendment No. 22 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

Assignments of Series G Units Option

Pursuant to the terms of Series G Unit Subscription Agreement (the “Series G Subscription Agreement”) dated December 1, 2011, by and among Lighting Science Group Corporation (the “Issuer”), PCA Holdings, PPIV, Ensemble Lights, LLC, Mark Kristoff, Alan Docter, Belfer Investment Partners L.P., Lime Partners, LLC and LSGC Holdings II, on January 17, 2012, PPIV assigned a portion of its option (the “Option”) to purchase the Issuer’s Series G Units (“Series G Units”) under the Series G Subscription Agreement to Continental Casualty Company (“CCC”) and CCC executed a joinder to the Series G Subscription Agreement and partially exercised the Option by electing to purchase 5,000 Series G Units (the “Series G Unit Investment”). As a result of the assignment of the Option by PPIV and the purchase of Series G Units by CCC, the Option held by PPIV, PCA Holdings and LSGC Holdings II was reduced to an option to purchase 892 Series G Units. Each Series G Unit consists of: (a) one share of the Issuer’s Series G Preferred Stock (the “Series G Preferred Stock”) and (b) 83 shares of the Issuer’s common stock.

Also pursuant to the terms of the Series G Subscription Agreement, on January 19, 2012, PCA Holdings assigned a portion of the Option to an additional investor (the “Additional Investor”) for no consideration and that Additional Investor executed a joinder to the Series G Subscription Agreement and partially exercised the Option by electing to purchase 150 Series G Units. As a result of the assignment of the Option by PCA Holdings and the purchase of the Series G Units by the Additional Investor, the Option held by PPIV, PCA Holdings and LSGC Holdings II was reduced to an option to purchase 742 Series G Units.

According to the Issuer’s Current Report on Form 8-K filed with the SEC on January 23, 2012, through January 20, 2012, the Issuer had issued 39,258 Series G Units and raised an aggregate of approximately $39.3 million pursuant to the Series G Subscription Agreement and the Subscription Agreement dated as of November 17, 2011, by and among the Issuer, PCA Holdings and PPIV (the “Series F Subscription Agreement,” and together with the Series G Subscription Agreement, the “Private Placements”).

Letter Agreement Between PPIV and CCC

In consideration for the Series G Unit Investment and certain other mutual promises contained in a Letter Agreement dated January 17, 2012 (the “CCC Letter Agreement”), between PPIV and CCC, PPIV agreed to amend and restate LSGC Holdings’ limited liability company agreement (the “LLC Agreement”) to amend the terms of the Class C Preferred Interests (the “Class C Preferred Interests”) of LSGC Holdings issued by LSGC Holdings to CCC pursuant to the Binding Term Sheet dated May 13, 2011 (the “Binding Term Sheet”) such that the dividend rate on the Class C Preferred Interests and the number of shares of the Issuer’s common stock associated therewith are substantially the same as those of the Series G Preferred Stock. In order to make the number of shares of the Issuer’s common stock associated with the Class C Preferred Interests substantially the same as the number of shares of the Issuer’s common stock associated with the Series G Preferred Stock, LSGC Holdings agreed to accelerate the transfer to CCC of 281,250 shares of the Issuer’s common stock due to CCC on May 26, 2012, and 281,250 shares of the Issuer’s common stock due to CCC on May 26, 2013, and to transfer an additional 120,000 shares of the Issuer’s common stock to CCC.

In addition, pursuant to the CCC Letter Agreement, if at any time on or prior to November 17, 2013, CCC exercises its rights pursuant to Section 8 of the Series G Subscription Agreement to convert all of its Series G Units into newly issued securities of the Issuer or if any amendments are made to the dividend rate of the Issuer’s Series G Preferred Stock or the number of shares of the Issuer’s common stock associated therewith (the “MFN Securities”), then LSGC Holdings shall amend the terms of the Class C Preferred Interests such that the dividend rate on the Class C Preferred Interests and the number of shares of common stock associated therewith are substantially the same as the MFN Securities. If upon the conversion of the Series G Units to MFN Securities, CCC is required to return to the Issuer some or all of the Issuer’s common stock acquired as part of the purchase of Series G Units, then CCC will return to LSGC Holdings that same proportion of shares of the Issuer’s common stock as part of the amendment to the terms of the Class C Preferred Interests. Alternatively, if upon the conversion of the Series G Units to MFN Securities, the Issuer is required to issue additional shares of common stock to CCC, then LSGC Holdings will be required to issue to CCC that same proportion of shares of the Issuer’s common stock as part of the amendment to the terms of the Class C Preferred Interests.

Letter Agreement Between the Issuer and LSGC Holdings

On January 17, 2012, the Issuer entered into a Letter Agreement (the “Issuer Letter Agreement”) with LSGC Holdings.

The foregoing descriptions of the CCC Letter Agreement and the Issuer Letter Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the CCC Letter Agreement and the Issuer Letter Agreement, which are included as Exhibits 10.1 and 10.2 to this Amendment No. 22 and are incorporated by reference herein.

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 Issuer’s securities in the open market, as applicable, 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. 22 are incorporated herein by reference. Such information is based upon 205,409,393 shares of common stock outstanding as of January 19, 2012.

The disclosure regarding the CCC Letter Agreement and the Issuer Letter Agreement and the related disclosure in Item 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 disclosure regarding the CCC Letter Agreement and the Issuer Letter Agreement in Item 4 is incorporated herein by reference.

The CCC Letter Agreement and the Issuer Letter Agreement are included as Exhibits 10.1 and 10.2 to this Amendment No. 22 and are incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit	Description
10.1	Letter Agreement, dated January 17, 2012, by and between Pegasus Partners IV, L.P. and Continental Casualty Company.
10.2	Letter Agreement, dated January 17, 2012, 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 January 23, 2012).
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: January 27, 2012

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
LSGC HOLDINGS II 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/ Steven Wacaster
	Name: Steven Wacaster
	Title: Vice President

PCA LSG HOLDINGS, LLC
By:	/s/ Richard Weinberg
	Name: Richard Weinberg
	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-10.1

Exhibit 10.1

LSGC Holdings LLC

c/o Pegasus Partners IV, L.P.

99 River Road

Cos Cob, CT 06807

January 17, 2012

Continental Casualty Company

333 S. Wabash

Chicago, IL 60604

Attn: Edward J. Lavin, 23rd Floor
Phone:	(312)822-2990
Fax:	(312)894-3742
E-mail:	edward.lavin@cna.com

Attn: Michael Hass, 23rd Floor
Phone:	(312)822-6592
Fax:	(312)894-3742
Email:	michael.hass@cna.com

Re: Sixth Amended and Restated LLC Agreement of LSGC Holdings LLC

Ladies and Gentlemen:

Reference is made to that certain Subscription Agreement (the “Series G Subscription Agreement”), dated as of December 1, 2011, by and among Lighting Science Group Corporation, a Delaware corporation (the “LSGC”), PCA LSG Holdings, LLC, a Delaware limited liability company (“PCA Holdings”), Pegasus Partners IV, L.P., a Delaware limited partnership (“PPIV”), LSGC Holdings II LLC, a Delaware limited liability company (“Holdings II”), Ensemble Lights, LLC, a Delaware limited liability company, Belfer Investment Partners L.P., a Delaware limited partnership, Lime Partners, LLC, a Delaware limited liability company, Mr. Mark Kristoff and Mr. Alan Docter, and to that certain Joinder Agreement thereto (the “Joinder”), to be executed concurrently herewith, by Continental Casualty Company, an Illinois insurance company (“CCC”), pursuant to which CCC shall contribute $5.0 million (the “Series G Unit Investment”) to LSGC in exchange for 5,000 Series G Units (as defined in the Series G Subscription Agreement).

On May 26, 2011, LSGC Holdings LLC, a Delaware limited liability company (“Holdings”), issued 15,000,000 senior preferred membership interests in Holdings (the “Class C Preferred Interests”) and distributed 562,500 shares of common stock of LSGC, par value $0.001 per share (“Common Stock”), to CCC for $15,000,000.00 (the “Class C Investment”) pursuant to that certain Binding Term Sheet, dated May 13, 2011, by and between Holdings and CCC, upon the execution of that certain Fifth Amended and Restated Limited Liability Company Agreement of Holdings, dated May 26, 2011, by and between Holdings and CCC (as such may be amended from time to time, including pursuant to this letter agreement, the “Holdings LLC Agreement”).

In connection with the Series G Unit Investment, and in consideration for the Series G Unit Investment and the mutual promises contained herein, PPIV and CCC hereby agree to the following:

1. PPIV shall amend the Holdings LLC Agreement, as set forth in Exhibit A, and CCC hereby consents to such amendments as evidenced by its acknowledgment and signature set forth below.

2. At any time on or prior to November 17, 2013, if CCC exercises its rights pursuant to Section 8 of the Series G Subscription Agreement to convert all of its Series G Units (as defined therein) into newly issued securities of LSGC or if any amendments are made to the dividend rate on the Series G Preferred Stock of LSGC, par value $0.001 per share (the “Series G Preferred Stock”), or the shares of Common Stock associated therewith (“MFN Securities”), Holdings shall amend the terms of the Class C Preferred Interests, including by way of amendment to or restatement of the Holdings LLC Agreement, such that the dividend rate on the Class C Preferred Interests and the number of shares of Common Stock associated therewith are substantially the same as the MFN Securities. For the avoidance of doubt, if as part of such amendment(s) or restatement(s) CCC is required to return to LSGC some or all of the Common Stock acquired as part of the Series G Units purchased pursuant to the Joinder, CCC shall return to Holdings that same proportion of the shares of Common Stock CCC had previously received from Holdings as part of this letter agreement (including any shares distributed after the date of this letter agreement in accordance with this Paragraph 2) and the Initial Investment.

3. PPIV and CCC agree that, in the exercise of its rights and obligations pursuant to the foregoing Paragraph 2, Clause 23(j)(ii) of the Holdings LLC Agreement notwithstanding, Holdings shall (and hereby is authorized to) amend or cause to be amended, the Holdings LLC Agreement, and to make such arrangements, as necessary, such that the dividend rate on the Class C Preferred Interests and the number of shares of Common Stock associated therewith are substantially the same as the MFN Securities.

4. On or promptly following the date hereof, Holdings shall deliver or cause to be delivered to CCC a certificate or certificates representing 682,500 shares of Common Stock.

5. Clause 9(d)(iii) of the Holdings LLC Agreement notwithstanding, Holdings and CCC hereby agree that the distributions of Common Stock by Holdings to CCC contemplated by the foregoing Paragraphs 2 and 4 shall not, alone, constitute distributions of Common Stock by Holdings resulting in the Class C Preferred Interests becoming due and payable.

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6. Upon the redemption or repurchase by LSGC of any of the issued and outstanding Series G Preferred Stock (or MFN Securities, if any) or any other Permitted Preferred Equity (as defined in the Holdings LLC Agreement), Holdings shall, or shall cause LSGC to, redeem the Class C Preferred Interests. For the avoidance of doubt, a conversion or exchange as contemplated by Section 8 of the Series G Subscription Agreement shall not constitute a repurchase of Series G Preferred Stock for these purposes.

[Signature page follows]

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Very truly yours,
PEGASUS PARTNERS IV, L.P.
By: Pegasus Investors IV, L.P., its general partner
By: Pegasus Investors IV GP, L.L.C., its general partner
By:	/s/ Jason Schaefer
Name: Jason Schaefer
Title:  General Counsel & Secretary

Agreed and acknowledged:
CONTINENTAL CASUALTY COMPANY
By:	/s/ Albert J. Miralles, Jr.
Name: Albert J. Miralles, Jr. Title:   Senior Vice President and Treasurer

[Signature Page to Letter Agreement to Continental Casualty Company]

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: January 27, 2012

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
LSGC HOLDINGS II 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/ Steven Wacaster
	Name: Steven Wacaster
	Title: Vice President
PCA LSG HOLDINGS, LLC
By:	/s/ Richard Weinberg
	Name: Richard Weinberg
	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