SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 25)*

Lighting Science Group Corporation

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

53224G103

(CUSIP Number)

Steven Wacaster

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)

May 2, 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) 14.10% (1)
(14)	Type of reporting person (see instructions) OO

(1) Based on 206,902,346 shares of common stock outstanding as of May 25, 2012.

CUSIP No. 53224G103

(1)	Names of reporting persons Pegasus Capital Advisors, L.P.
(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) WC
(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 17,907,627(1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 17,907,627(1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person. 17,907,627(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) 7.97% (2)
(14)	Type of reporting person (see instructions) PN

(1) Includes common stock issuable upon the exercise of an option to purchase 21,131 shares of the Issuer’s Series I Convertible Preferred Stock and the conversion of such shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock.

(2) Based on 206,902,346 shares of common stock outstanding as of May 25, 2012.

CUSIP No. 53224G103

(1)	Names of reporting persons Pegasus Capital Advisors GP, L.L.C.
(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 17,907,627 (1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 17,907,627 (1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 17,907,627 (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) 7.97% (1)
(14)	Type of reporting person (see instructions) OO

(1) Includes common stock issuable upon the exercise of an option to purchase 21,131 shares of the Issuer’s Series I Convertible Preferred Stock and the conversion of such shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock.

(2) Based on 206,902,346 shares of common stock outstanding as of May 25, 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 162,289,829
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 162,289,829
		(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) ¨
(13)	Percent of class represented by amount in Row (11) 78.44% (1)
(14)	Type of reporting person (see instructions) OO

(1) Based on 206,902,346 shares of common stock outstanding as of May 25, 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 162,289,829
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 162,289,829
		(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) ¨
(13)	Percent of class represented by amount in Row (11) 78.44% (1)
(14)	Type of reporting person (see instructions) OO

(1) Based on 206,902,346 shares of common stock outstanding as of May 25, 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 199,298,600(1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 199,298,600(1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 199,298,600(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) 83.72% (2)
(14)	Type of reporting person (see instructions) PN

(1) Includes options to purchase up to 53,286 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011. Also includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock. Includes common stock issuable upon the exercise of an option to purchase 21,131 shares of the Issuer’s Series I Convertible Preferred Stock and the conversion of such shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock.

(2) Based on 206,902,346 shares of common stock outstanding as of May 25, 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 162,289,829
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 162,289,829
		(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) ¨
(13)	Percent of class represented by amount in row (11) 78.44% (1)
(14)	Type of reporting person (see instructions) OO

(1) Based on 206,902,346 shares of common stock outstanding as of May 25, 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: 34,039,074(1)
		(8)	Shared voting power: -0-
		(9)	Sole dispositive power: 34,039,074(1)
		(10)	Shared dispositive power: -0-
(11)	Aggregate amount beneficially owned by each reporting person: 34,039,074(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): 14.30%(2)
(14)	Type of reporting person (see instructions): OO

(1) Includes options to purchase up to 53,286 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011. Also includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock. Includes common stock issuable upon the exercise of an option to purchase 21,131 shares of the Issuer’s Series I Convertible Preferred Stock and the conversion of such shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock.

(2) Based on 206,902,346 shares of common stock outstanding as of May 25, 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: 34,947,897(1)
		(8)	Shared voting power: -0-
		(9)	Sole dispositive power: 34,947,897(1)
		(10)	Shared dispositive power: -0-
(11)	Aggregate amount beneficially owned by each reporting person: 34,947,897(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): 14.54% (2)
(14)	Type of reporting person (see instructions): OO

(1) Includes options to purchase up to 53,286 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011. Also includes common stock issuable upon the conversion of 18,316 shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock. Includes common stock issuable upon the exercise of an option to purchase 21,131 shares of the Issuer’s Series I Convertible Preferred Stock and the conversion of such shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock.

(2) Based on 206,902,346 shares of common stock outstanding as of May 25, 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 199,298,600(1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 199,298,600(1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 199,298,600(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) 83.72% (2)
(14)	Type of reporting person (see instructions) PN

(1) Includes options to purchase up to 53,286 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011. Also includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock. Includes common stock issuable upon the exercise of an option to purchase 21,131 shares of the Issuer’s Series I Convertible Preferred Stock and the conversion of such shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock.

(2) Based on 206,902,346 shares of common stock outstanding as of May 25, 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 199,298,600(1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 199,298,600(1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 199,298,600(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) 83.72% (2)
(14)	Type of reporting person (see instructions) OO

(1) Includes options to purchase up to 53,286 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011. Also includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock. Includes common stock issuable upon the exercise of an option to purchase 21,131 shares of the Issuer’s Series I Convertible Preferred Stock and the conversion of such shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock.

(2) Based on 206,902,346 shares of common stock outstanding as of May 25, 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 216,285,584(1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 216,285,584(1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 216,285,584(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) 85.29% (2)
(14)	Type of reporting person (see instructions) OO

(1) Includes options to purchase up to 53,286 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011. Also includes common stock issuable upon the conversion of 33,893 shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock. Includes common stock issuable upon the exercise of an option to purchase 21,131 shares of the Issuer’s Series I Convertible Preferred Stock and the conversion of such shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock.

(2) Based on 206,902,346 shares of common stock outstanding as of May 25, 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 216,531,372(1)
		(8)	Shared voting power -0-
		(9)	Sole dispositive power 216,531,372(1)
		(10)	Shared dispositive power -0-
(11)	Aggregate amount beneficially owned by each reporting person 216,531,372(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) 85.38%(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, 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 84,034 shares of restricted common stock issued to Pegasus Capital Advisors IV, L.P. related to director compensation that are fully votable but that vested or will vest, as the case may be, in approximately equal installments on the first day of each fiscal quarter of 2012 and are subject to the Issuer’s Amended and Restated Equity-Based Compensation Plan. Also includes common stock issuable upon the conversion of 33,893 shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock. Includes common stock issuable upon the exercise of an option to purchase 21,131 shares of the Issuer’s Series I Convertible Preferred Stock and the conversion of such shares of Series I Convertible Preferred Stock at a ratio of approximately 847.46 shares of common stock for each share of Series I Convertible Preferred Stock. Includes options to purchase up to 53,286 shares of the Issuer’s common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011.

(2) Based on 206,902,346 shares of common stock outstanding as of May 25, 2012.

Amendment No. 25 to Schedule 13D

This Amendment No. 25 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, Amendment No. 21 filed on December 23, 2011, Amendment No. 22 filed on January 30, 2012, Amendment No. 23 filed on April 4, 2012, and Amendment No. 24 filed on April 24, 2012. Except as specifically provided herein, this Amendment No. 25 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 2. Identity and Background

Item 2 of this schedule is hereby supplemented and updated as follows:

Pegasus Capital Advisors, L.P. (“PCA”) is a Delaware limited partnership, with its principal offices at 99 River Road, Cos Cob, CT 06807. PCA is engaged in the business of investment. Current information concerning the identity and background of the general partner of PCA is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

Pegasus Capital Advisors GP, L.L.C. (“PCA GP,” and together with PCA, LED Holdings, PPAIV, PPLED, PPIV, LSGC Holdings, LSGC Holdings II, PCA Holdings, PIIV, PIGP, PCLLC, and Mr. Cogut, the “Reporting Persons”) is a Delaware limited liability company, with its principal offices at 99 River Road, Cos Cob, CT 06807. PCA GP is engaged in the business of investment. Current information concerning the identity and background of the sole owner and managing member of PCA GP is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding or (b) a party to any civil proceeding as a result of which it, he or she has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

PCA GP is the general partner of PCA. Craig Cogut is sole owner and managing member of PCA GP.

Mr. Cogut disclaims beneficial ownership of any of the Issuer’s securities as to which this Schedule 13D relates, and this Schedule 13D shall not be deemed an admission that Mr. Cogut is the beneficial owner of such securities for purposes of Section 13(d) or for any other purposes. In addition, PCLLC disclaims beneficial ownership of any of the Issuer’s securities directly held by PCA Holdings to which this Schedule 13D relates, and this Schedule 13D shall not be deemed an admission that PCLLC is the beneficial owner of such securities for purposes of Section 13(d) or for any other purpose. Furthermore, PCLLC, PIGP, PIIV, PPIV, PPLED and PPAIV each disclaims beneficial ownership of any of the Issuer’s securities directly held by LSGC Holdings to which this Schedule 13D relates, and this Schedule 13D shall not be deemed an admission that any of PCLLC, PIGP, PIIV, PPIV, PPLED or PPAIV is the beneficial owner of such securities for purposes of Section 13(d) or for any other purpose. PCLLC, PIGP and PIIV each disclaims beneficial ownership of any of the Issuer’s securities directly held by PPIV to which this Schedule 13D relates, and this Schedule 13D shall not be deemed an admission that any of PCLLC, PIGP or PIIV is the beneficial owner of such securities for purposes of Section 13(d) or for any other purpose. PCLLC, PIGP, PIIV and PPIV each disclaims beneficial ownership of any of the Issuer’s securities directly held by LSGC Holdings II to which this Schedule 13D relates, and this Schedule 13D shall not be deemed an admission that any of PCLLC, PIGP, PIIV or PPIV is the beneficial owner of such securities for purposes of Section 13(d) or for any other purpose. PCLLC, PIGP, PIIV, PPIV, PPLED, PPAIV and LSGC Holdings each disclaims beneficial ownership of any of the Issuer’s securities directly held by LED Holdings to which this Schedule 13D relates, and this Schedule 13D shall not be deemed an admission that any of PCLLC, PIGP, PIIV, PPIV, PPLED, PPAIV or LSGC Holdings is the beneficial owner of such securities for purposes of Section 13(d) or for any other purpose.

This Amendment No. 25 is being jointly filed by the Reporting Persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is attached as an exhibit hereto, pursuant to which the Reporting Persons have agreed to file the statement and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act.

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

Series G Subscription Agreement

On May 18, 2012, Lighting Science Group Corporation (the “Issuer”) entered into a Series G Unit Subscription Agreement (the “Subscription Agreement”) with PCA Holdings pursuant to which the Issuer issued 2,000 units (the “Series G Units”) of the Issuer’s securities to PCA Holdings at a price per Series G Unit of $1,000.00 (the “Series G Offering”) for total consideration of $2,000,000. Each Series G Unit consists of: (i) one share of the Issuer’s Series G Preferred Stock, par value $0.001 per share (the “Series G Preferred Stock”) and (ii) 83 shares of the Issuer’s common stock, par value $0.001 per share.

Pursuant to the Subscription Agreement, if, at any time while PCA Holdings holds any shares of Series G Preferred Stock purchased pursuant to the Subscription Agreement, the Issuer issues securities (other than pursuant to the Issuer’s equity-based compensation plans) that result in gross proceeds to the Issuer of at least $50,000,000 (a “Subsequent Issuance”), the Issuer must notify PCA Holdings of the terms and conditions of such Subsequent Issuance. Simultaneous with, and subject to the closing and terms and conditions of, such Subsequent Issuance, PCA Holdings would have the right to: (i) require the Issuer to use the proceeds of such Subsequent Issuance to redeem all of PCA Holdings’ Series G Preferred Stock or (ii) convert all or a portion of PCA Holdings’ Series G Preferred Stock into the securities issued in the Subsequent Issuance on substantially the same terms and conditions governing the Subsequent Issuance. If PCA Holdings elects to convert its shares of Series G Preferred Stock, PCA Holdings would retain all of the shares of common stock issued in conjunction with each converted share of Series G Preferred Stock.

In addition, if, at any time prior to November 17, 2013, the Issuer issues securities (other than issuances pursuant to the Issuer’s equity-based compensation plans or pursuant to a Subsequent Issuance) which PCA Holdings, in its sole reasonable discretion, determines are more favorable than the Series G Units, PCA Holdings may exchange all of its Series G Units, valued at the Liquidation Value (as defined in the Certificate of Designation concerning the Series G Preferred Stock) of the Series G Preferred Stock included in such Series G Units, for such newly issued securities.

The Issuer’s committee of non-employee directors approved the Series G Offering prior to the execution of the Subscription Agreement.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, which is included as Exhibit 10.2 to this Amendment No. 25 and is incorporated by reference herein.

Preferred Stock Exchange

On May 25, 2012, PCA Holdings and LSGC Holdings II notified the Issuer that pursuant to the terms of the Certificate of Designation of the Series G Preferred Stock (the “Series G COD”) and due to the occurrence of a Subsequent Transaction (as defined in the Series G COD), both PCA Holdings and LSGC Holdings II elected to exchange (the “Preferred Stock Exchange”) all of their shares of the Issuer’s Series G Preferred Stock for shares of the Issuer’s Series I Convertible Preferred Stock, par value $0.001 per share (the “Series I Preferred Stock”). Pursuant to the Preferred Stock Exchange, PCA Holdings exchanged 17,650 shares of the Issuer’s Series G Preferred Stock for 18,316 shares of the Issuer’s Series I Preferred Stock, and LSGC Holdings II exchanged 14,958 shares of the Issuer’s Series G Preferred Stock for 15,577 shares of the Issuer’s Series I Preferred Stock. Each share of Series I Preferred Stock is immediately convertible into approximately 847 shares of the Issuer’s common stock, subject to certain adjustments and alteration in the Stated Value (as defined in the Certificate of Designation of the Series I Preferred Stock, the “Series I COD”) described in the Series I COD. The Series I Preferred Stock has no expiration date. The shares of Series I Preferred Stock are entitled to dividends of the same type as any dividends or other distribution of any kind payable or to be made on outstanding shares of Common Stock, on an as converted basis. Upon the consummation of an underwritten public offering where (i) the gross proceeds received by the Issuer and any selling stockholders in the offering are no less than $100 million and (ii) the market capitalization of the Issuer immediately after consummation of the offering is no less than $500 million, each outstanding share of Series I Preferred Stock will automatically convert into Common Stock on terms described in the Series I COD.

So long as PCA and its affiliates (the “PCA Parties”) in the aggregate continue to beneficially own at least 2,500 shares of Series I Preferred Stock, the PCA Parties will have the right, on behalf of the holders of the Series I Preferred Stock, to elect a number of directors to the Board of Directors of the Issuer equal to the greater of: (i) two directors and (ii) the number of directors (rounded to the nearest whole number) equal to the product obtained by multiplying (A) the total number of directors that constitute the whole Board of Directors by (B) the percentage of the Issuer’s outstanding Common Stock and Common Stock equivalents beneficially owned at such time by the PCA Parties in the aggregate. Subject to applicable laws and regulations, at least one director elected by the

PCA Parties must be appointed to the Audit Committee of the Issuer’s Board of Directors. In the event that PCA Parties cease to hold the requisite number of Series I Preferred Stock, the holders of the Series I Preferred Stock will be entitled to elect one director to the Issuer’s Board of Directors so long as such shares of Series I Preferred Stock represent at least 10% or more of the Issuer’s capital stock (on an as-converted basis).

In addition, in connection with the Preferred Stock Exchange, the previously disclosed Participation Agreement dated December 19, 2011, that was included as an exhibit to this Schedule 13D, was amended to provide that PPIV would have the same pecuniary interest in common stock held directly by PCA Holdings following the Preferred Stock Exchange as it had immediately prior to the Preferred Stock Exchange.

The committee of nonemployee directors of the Issuer’s Board of Directors approved the Preferred Stock Exchange in advance of the Preferred Stock Exchange.

Exchange and Redemption Agreement

On May 25, 2012, the Issuer, LSGC Holdings and Continental Casualty Company (“CCC”) entered into an Exchange and Redemption Agreement (the “Exchange Agreement”). Pursuant to the Letter Agreement dated January 17, 2012, by and between the Issuer and LSGC Holdings, LSGC Holdings agreed to surrender to the Issuer 2,505,000 shares of the Issuer’s Common Stock in connection with the Issuer indemnifying LSGC Holdings upon the occurrence of certain events of default caused by the Issuer under the senior preferred membership interests in LSGC Holdings held by CCC, the mechanics of which were agreed to in the Exchange Agreement. In satisfaction of that indemnification obligation, the Issuer paid $16,228,543.12 to CCC.

The committee of non-employee directors of the Issuer’s Board of Directors approved the Exchange Agreement in advance of the Issuer, LSGC Holdings and CCC entering into the Exchange Agreement.

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 is included as Exhibit 10.3 to this Amendment No. 25 and is incorporated by reference herein.

Commitment Agreement

On May 25, 2012, the Issuer, PPIV, PCA Holdings, LSGC Holdings II and PCA entered into a Commitment Agreement (the “Commitment Agreement”) pursuant to which PPIV, PCA Holdings, LSGC Holdings II and PCA (collectively, the “Investors”) agreed to purchase or cause to be purchased (through assignment as discussed below) an aggregate of 21,131 shares of the Issuer’s Series I Preferred Stock by the four-month anniversary of the date of the Commitment Agreement (the “Maturity Date”). Pursuant to the Commitment Agreement, at any time and from time to time from the date of the Commitment Agreement until the Maturity Date, any of PPIV, PCA Holdings, LSGC Holdings II or PCA may assign its right to buy any amount of Series I Preferred Stock (or, if to a third party, the Issuer’s Series H Convertible Preferred Stock, par value $0.001 per share (the “Series H Preferred Stock”)) up to the 21,131 shares the Investors are committed to buy by the Maturity Date to any other person without the consent of the Issuer and the assignee will execute a subscription agreement with the Issuer. The purchase price per share of Series I Preferred Stock or Series H Preferred Stock will be $1,000.

The committee of non-employee directors of the Issuer’s Board of Directors approved the commitment Agreement in advance of the Issuer and the Investors entering into the Commitment Agreement.

The foregoing description of the Commitment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Commitment Agreement, which is included as Exhibit 10.4 to this Amendment No. 25 and is 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. 25 are incorporated herein by reference. Such information is based upon 206,902,346 shares of common stock outstanding as of May 25, 2012.

On March 23, 2012, the Issuer issued to Pegasus Capital Advisors IV, L.P. (“Pegasus Advisors”) 84,034 shares of restricted common stock valued at $1.19 per share as director fees for Richard Weinberg’s service on the Board of Directors of the Issuer. Because Richard Weinberg, a partner of an affiliate of Pegasus Advisors and an employee of an affiliate of Pegasus Advisors, serves on the Issuer’s Board as a representative of Pegasus Advisors, Mr. Weinberg does not have a right to any of the Issuer’s securities issued as director fees and Pegasus Advisors is entitled to receive all director fees payable by the Issuer in respect of Mr. Weinberg’s Board position. Pegasus Capital Advisors IV GP, LLC (“Pegasus Advisors GP”) is the general partner of Pegasus Advisors and Mr. Cogut is the sole owner and managing member of Pegasus Advisors GP. Mr. Cogut disclaims beneficial ownership of the securities directly held by Pegasus Advisors, and this disclosure shall not be deemed an admission that Mr. Cogut is the beneficial owner of such securities for purposes of Section 13(d) or for any other purpose.

The disclosure regarding the Subscription Agreement, the Preferred Stock Exchange, the Exchange Agreement and the Commitment Agreement in Item 4 is incorporated by reference herein.

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

Bridge Loan

On March 2, 2012, Leon Wagner (“Mr. Wagner”) executed a Promissory Note (the “Promissory Note”) with PCLLC pursuant to which PCLLC agreed to loan Mr. Wagner a sum of $2,000,000 (the “Bridge Loan”). The interest rate for the Promissory Note was 4% and the maturity date was the seven month anniversary of the date of the Promissory Note. Mr. Wagner ultimately used the proceeds from the Bridge Loan to purchase 2,000 Series G Units of the Issuer pursuant to a Subscription Agreement by and between Mr. Wagner and the Issuer dated May 2, 2012.

The foregoing description of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Promissory Note, which is included as Exhibit 10.1 to this Amendment No. 25 and is incorporated by reference herein.

Co-Sale Letter Agreement

On May 25, 2012, PCA and RW LSG Holdings LLC (“RW Holdings”) entered into a letter agreement (the “Letter Agreement”). Pursuant to the Letter Agreement, and subject to certain exceptions, in the event that PCA or certain of its affiliates proposes to transfer the Issuer’s securities, RW Holdings will be entitled to participate in such transfer on the same terms and conditions for up to RW Holdings’ pro rata share of the securities proposed to be transferred. RW Holdings’ rights under the Letter Agreement terminate when RW Holdings and its affiliates beneficially own less than 5% of the Issuer’s equity and debt securities, on an as-converted basis.

In addition, PCA agreed to cooperate with RW Holdings in the event of a Control Event (as defined in the Certificate of Designation of the Issuer’s Series H Preferred Stock (the “Series H COD”)) by providing an irrevocable proxy to RW Holdings to vote PCA’s and its affiliates’ Issuer securities. The irrevocable proxy will remain in effect until the satisfaction in full or the waiver of the Redemption (as defined in the Series H COD) obligation which gave rise to the Control Event, in each case in accordance with the terms of the Series H COD. The occurrence of a Control Event would not be within the control of PCA or any of its affiliates, because a Control Event occurs upon the exercise of certain redemption rights by RW Holdings or upon certain other redemption events outside of the control of PCA or any of its affiliates. Upon delivery of the irrevocable proxy, PCA will have no control over how the underlying shares are voted by RW Holdings.

Furthermore, if PCA or any its affiliates, on the one hand, or RW Holdings, on the other hand, exercises demand rights pursuant to their respective registration rights agreements, such exercising party shall deliver notice thereof to the other party, and such other party shall have the right to participate in such registration on a pari passu basis through a joint demand as discussed further below in the description of Amendment No. 1 to the Amended and Restated Registration Rights Agreement.

The foregoing description of the Letter Agreement does not purport to be a complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is included as Exhibit 10.5 to this Amendment No. 25 and is incorporated by reference herein.

Amendment No. 1 to Amended and Restated Registration Rights Agreement

As previously disclosed, on January 30, 2009, the Issuer entered into an Amended and Restated Registration Rights Agreement with PPIV (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, the Issuer granted PPIV the right for up to three demands for the registration of any shares of Common Stock held or subsequently acquired by PPIV or its affiliates, including Common Stock issuable upon exercise of warrants or any other convertible securities, and certain piggyback registration rights with respect to such securities.

On May 25, 2012, the Issuer, PPIV and LSGC Holdings entered into Amendment No. 1 to the Amended and Restated Registration Rights Agreement (“Amendment No. 1”). Amendment No. 1 amends the demand rights of PPIV and LSGC Holdings such that if RW Holdings or RW LSG Management Holdings LLC (“RW Management Holdings,” and together with RW Holdings, the “Riverwood Entities”) makes a demand for registration pursuant to the registration rights agreement entered into by the Riverwood Entities with the Issuer, PPIV and LSGC Holdings have the right to elect to participate in that demand registration pari passu with the Riverwood Entities, and such joint demand will not count against the three demands for registration available under the A&R Registration Rights Agreement. Similarly, if PPIV or LSGC Holdings makes a demand pursuant to the A&R Registration Rights Agreement, that party shall give notice to the Riverwood Entities of such demand and the Riverwood Entities shall have an equivalent right to elect to participate in a joint demand. In addition, pursuant to Amendment No. 1, PPIV and LSGC Holdings have agreed to enter into customary lock-ups in connection with registrations of the Issuer’s securities.

The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1, which is included as Exhibit 10.6 to this Amendment No. 25 and is incorporated by reference herein.

The disclosure regarding the Subscription Agreement, the Preferred Stock Exchange, the Exchange Agreement and the Commitment Agreement in Item 4 is incorporated by reference herein.

The Subscription Agreement, the Exchange Agreement and the Commitment Agreement are incorporated by reference as Exhibits 10.2, 10.3 and 10.4, respectively, to this Amendment No. 25 and are incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit	Description
10.1	Promissory Note, dated May 2, 2012, by and between Leon Wagner and Pegasus Capital, LLC.
10.2	Series G Unit Subscription Agreement, dated May 18, 2012, by and between Lighting Science Group Corporation and PCA LSG Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on May 24, 2012).
10.3	Exchange and Redemption Agreement, dated May 25, 2012, by and among Lighting Science Group Corporation, LSGC Holdings LLC and Continental Casualty Company.
10.4	Commitment Agreement, dated May 25, 2012, by and among Lighting Science Group Corporation, Pegasus Partners IV, L.P., PCA LSG Holdings, LLC, LSGC Holdings II LLC and Pegasus Capital Advisors, L.P.
10.5	Letter Agreement, dated May 25, 2012, by and between Pegasus Capital Advisors, L.P. and RW LSG Holdings LLC.
10.6	Amendment No.1 to the Amended and Restated Registration Right Agreement, dated May 25, 2012, by and between Lighting Science Group Corporation and Pegasus Partners IV, L.P.
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: May 31, 2012

LED HOLDINGS, LLC
By:	/s/ Steven Wacaster
	Name: Steven Wacaster
	Title: Manager
PEGASUS CAPITAL ADVISORS, L.P.
By:	Pegasus Capital Advisors GP, L.L.C., its general partner
By:	/s/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary
PEGASUS CAPITAL ADVISORS GP, L.L.C.
By:	/s/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary
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/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary
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/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary
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 and Secretary

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/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary
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/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary

PCA LSG HOLDINGS, LLC
By:	Pegasus Capital, LLC,
	its managing member
By:	/s/ Craig Cogut
	Name: Craig Cogut
	Title: President & Managing Member
PEGASUS INVESTORS IV, L.P.
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary
PEGASUS INVESTORS IV GP, L.L.C.
By:	/s/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary
PEGASUS CAPITAL, LLC
By:	/s/ Craig Cogut
	Name: Craig Cogut
	Title: President & Managing Member
	/s/ Craig Cogut
	CRAIG COGUT

Annex A

GENERAL PARTNER OF

PEGASUS CAPITAL ADVISORS, L.P.

Name	Position	Address
Pegasus Capital Advisors GP, L.L.C.	General Partner	99 River Road, Cos Cob, CT 06807

SOLE OWNER AND MANAGING MEMBER OF

PEGASUS CAPITAL ADVISORS GP, L.L.C.

Name	Position	Address
Craig Cogut	Sole Owner and Managing Member	99 River Road, Cos Cob, CT 06807

EX-10.1

EXHIBIT 10.1

PROMISSORY NOTE

$2,000,000 May 2, 2012

FOR VALUE RECEIVED, Mr. Leon Wagner (the “Borrower”) hereby unconditionally promises to pay to the order of Pegasus Capital, LLC (the “Lender”), in lawful money of the United States of America, in immediately available funds, this bridge loan in the principal amount of $2,000,000 (together with capitalized interest thereon, as hereinafter provided, the “Loan”) on the Maturity Date (as hereinafter defined), together with interest on the outstanding amount thereof (which shall be capitalized and added to the principal amount thereof, as hereinafter provided), from the date hereof until such principal amount is paid in full, at the rate or rates determined in accordance with, and payable at the times set forth in, Section 2.1 below.

1.        DEFINITIONS

As used in this Note, the following terms shall have the following meanings:

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, if applicable, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default Rate” means, at any time, a rate of interest equal to the Interest Rate in effect at such time, plus 2% per annum.

“Governmental Authority” means any United States federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body.

“Interest Rate” means, with respect to the Borrower, a rate per annum equal to 4%.

“Investment” means any direct or indirect advance, loan or other extension of credit (including without limitation by way of guarantee or similar arrangement) or capital contribution (by means of any transfer of cash or other property (tangible or intangible) to others or any payment for property or services solely for the account or use of others, or otherwise), or any purchase or acquisition of capital stock, bonds, notes, debentures or other similar instruments, except that an Investment shall not include any investment in Margin Stock, as defined under Regulation U promulgated by the Federal Reserve Board.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, hypothecation, pledge, encumbrance, charge or security interest or, in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

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“Maturity Date” means the earliest of (i) the Stated Maturity Date, (ii) the date on which the Borrower institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for the Borrower for all or any material part of the property of the Borrower; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of the Borrower and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to the Borrower or to all or any material part of the property of the Borrower is instituted without the consent of the Borrower and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding, and (iiii) a default by the Borrower under any other agreement, bond, debenture, note or other evidence of indebtedness for money borrowed, under any guaranty or under any mortgage or indenture pursuant to which there shall be issued or by which there shall be secured or evidenced any indebtedness for money borrowed by the Borrower, whether such indebtedness now exists or shall hereafter be created.

“Person” means any natural person, corporation, partnership, limited liability company, trust, joint venture, association, unincorporated organization or Governmental Authority.

“Stated Maturity Date” means the seven month anniversary of the date hereof.

2.        PAYMENTS

2.1        Principal and Interest; Overdue Amounts.    The outstanding principal amount of the Loan made to the Borrower and evidenced by this Note, together with interest thereon as hereinafter provided, shall be due and payable by the Borrower on the Maturity Date. All payments on this Note will be applied first to the payment of accrued interest and second to the payment of principal. Interest on the principal amount hereof will accrue at the Interest Rate; such interest to be “paid-in-kind” by being capitalized and added to the outstanding principal balance of the Loan annually on each anniversary of the date hereof (such that the same amount will no longer constitute accrued and unpaid interest but instead will be part of the principal of the Loan for all purposes). Interest will be calculated on the basis of a year of 365/366 days and charged for the actual number of days elapsed. Any amounts owing under this Note and not paid when due shall bear interest for each day from the due date thereof until paid in full at a rate per annum equal to the Default Rate, such interest to be payable on demand.

2.2        Manner of Payment.    Principal, interest, and all other amounts due under this Note will be payable, in U.S. dollars and in the form of immediately available funds, to the Lender to such account or at such address as designated from time to time by the Lender in writing to the Borrower. If any payment of principal or interest on this Note is due on a day that is not a Business Day, such payment will be due on the next succeeding Business Day, and such extension of time will be taken into account in calculating the amount of interest payable under this Note. All amounts due under this Note shall be payable without setoff, counterclaim or any other defense or deduction whatsoever.

2.3        Mandatory Prepayments.    Within two Business Days following receipt thereof by or on behalf of the Borrower, the Borrower shall prepay the Loan evidenced hereby (in whole or in part, together with all accrued but unpaid interest on the amount prepaid) in an amount equal to the amount of any cash distributions or payments made to the Borrower from

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personal IRA funds of the Borrower, including, without limitation, the proceeds from any assignment, sale, transfer, pledge, conveyance, disposition or Lien (each, a “Disposition”) thereof or thereon, other than in respect of a Disposition of Margin Stock, as defined under Regulation U promulgated by the Federal Reserve Board.

2.4        Optional Prepayments.    The Borrower may prepay the Loan evidenced hereby at any time in whole but not in part, together with accrued and unpaid interest thereon, without premium or penalty.

3.        REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER

3.1        Validity.    This Note and the Loan evidenced hereby constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their terms, and the execution, delivery and performance of this Note and the Loan by the Borrower does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Borrower is a party, or any judgment, order or decree to which the Borrower is subject.

3.2        Liens.    The Borrower shall not, without the prior written consent of the Lender: (i) create, incur, assume or permit to exist any Lien on any Investment or on any income or revenues or rights in respect thereof, or (ii) transfer, directly or indirectly, any Investments.

4.        MISCELLANEOUS

4.1        Waiver.    The Borrower hereby waives presentment, demand, protest, and notice of dishonor and protest.

4.2        Assignment.    This Note may be assigned or transferred by the Lender, in whole or in part, to any Person. The Borrower may not assign or transfer any of his obligations under this Note without the prior written consent of the Lender.

4.3        Notices.    All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if and when (a) delivered personally, (b) mailed by first class registered or certified mail, return receipt requested, postage prepaid, on the date certified by the U.S. Postal Service to have been received by the addressee, (c) sent by electronic mail, provided that sender personally calls the recipient and confirms receipt of such electronic mail, or (d) sent by a nationally recognized overnight express courier service, on the date certified by such courier service to have been received by the recipient, in each case as follows:

If to the Borrower:

Mr. Leon Wagner

860 UN Plaza, #37/38A

New York, NY 10017

lw@lwagner.com

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With a copy to:

Keith B. Stein, Esq.

Beys, Stein & Mobargha LLP

The Chrysler Building

405 Lexington Avenue, 7^th Floor

New York, NY 10174

kstein@beysstein.com

If to the Lender:

Pegasus Capital, LLC

99 River Road

Cos Cob, Connecticut 06807

Attention: Marge Renken

Telephone: (203) 869-4400

Facsimile: (203) 869-6940

Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the others notice in the manner herein set forth.

4.4        Headings.    The article and section headings contained in this Note are inserted for convenience only and will not affect in any way the meaning or interpretation of this Note.

4.5        Governing Law.    This Note and the performance of the obligations of the Borrower hereunder will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law principles.

4.6        Amendments and Waivers.    No amendment, modification, waiver, replacement, termination, or cancellation of any provision of this Note will be valid, unless the same shall be in writing and signed by the Borrower and the Lender. No waiver by the Lender of any default hereunder shall be deemed to extend to any prior or subsequent default hereunder or affect in any way any rights arising out of any prior or subsequent such occurrence. No failure or delay on the part of the Lender in exercising any right, power or privilege hereunder shall operate as a waiver of any privilege or right hereunder or preclude any other or further exercise of any other right, power or privilege.

4.7        Severability.    The provisions of this Note shall be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof.

4.8        Indemnification.    The Borrower will reimburse and indemnify the Lender, its affiliates and their respective partners, members, shareholders, officers, directors, employees, agents and advisors (collectively, the “Indemnified Parties”) from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements of any kind or nature whatsoever which may be imposed on, incurred by,

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or asserted against any Indemnified Party to the extent arising in connection with this Note, the Loan or the proceeds from any Investment or any action taken or omitted to be taken by any Indemnified Party in connection with any of the foregoing (collectively, “Indemnified Liabilities”), except those that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party.

4.9        Set-off.    If any amount owing to the Lender under this Note is not paid when due, the Lender is hereby authorized by the Borrower, at any time and from time to time thereafter, without notice, to set-off against, and to appropriate and apply to the payment of, the liabilities of the Borrower under this Note any and all liabilities owing by the Lender or any of its affiliates to the Borrower (whether matured or unmatured).

4.10        Entire Agreement.    This Note constitutes the entire agreement and understanding of the Lender and the Borrower in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the Lender and the Borrower, written or oral, to the extent they relate in any way with respect thereto.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Borrower has executed and delivered this Note as of the date first above written.

/s/ Leon Wagner

Name: Leon Wagner

EX-10.3

EXHIBIT 10.3

EXCHANGE AND REDEMPTION AGREEMENT

THIS EXCHANGE AND REDEMPTION AGREEMENT (this “Agreement”) is entered into as of May 25, 2012, by and between LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”), LSGC HOLDINGS LLC, a Delaware limited liability company (“LSGC Holdings”) and Continental Casualty Company, an Illinois insurance company (“CCC”).

WHEREAS, the Company intends to issue shares (the “Issuance”) of Series H Preferred Stock, par value $0.001 per share, of the Company (“Series H Preferred Stock”) and/or Series I Preferred Stock, par value $0.001 per share, of the Company (“Series I Preferred Stock” and together with the Series H Preferred Stock, the “New Preferred Stock”) in an amount that, when aggregated with the issued and outstanding Series G Preferred Stock, par value $0.001 per share, of the Company (the “Series G Preferred Stock” and together with the New Preferred Stock, the “Preferred Stock”) will exceed $80.0 million;

WHEREAS, pursuant to that certain Letter Agreement, dated January 17, 2012, from the Company to LSGC Holdings (the “Letter Agreement”), the Company previously agreed to indemnify LSGC Holdings for, among other things, the cost of redeeming the 15,000,000 issued and outstanding senior preferred membership interests of LSGC Holdings (the “Class C Interests”), having a Liquidation Value plus any and unpaid Class C Accrued Dividends (each as defined in the Sixth Amended and Restated Limited Liability Company Agreement of LSGC Holdings, dated as of January 17, 2012 (the “LLC Agreement”)) of $16,228,543.12 in the aggregate as of the date hereof, in connection with, among other things, the Company having more than $80.0 million in aggregate principal amount of preferred equity outstanding; and

WHEREAS, the Company desires to sell to CCC and CCC desires to buy from the Company an aggregate of 6,000 shares of Series I Preferred Stock (the “CCC Purchaser Shares”), as the case may be, at an aggregate purchase price of $6,000,000 (the “CCC Purchase Consideration”), each with a stated value of $1,000 per share.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Flow of Funds; Surrender of Common Stock.

(a) On the date hereof, the Company shall pay an amount equal to (i) $16,228,543.12, less (ii) the CCC Purchase Consideration, in cash to CCC in the form of immediately available funds (the “Indemnification Payment”).

(b) On or promptly following the date hereof, LSGC Holdings shall surrender to the Company a certificate or certificates representing 2,505,000 shares of Common Stock (the “LSGC Holdings Common Stock”).

(c) On or promptly following CCC’s receipt of the Indemnification Payment, CCC shall surrender all of the Class C Interests to LSGC Holdings whereupon such Class C Interests will no longer be outstanding.

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2. Purchase of New Preferred Stock. CCC hereby agrees to subscribe for, and the Company hereby agrees to issue to CCC in consideration for the CCC Purchase Consideration, 6,000 shares of Series I Preferred Stock.

3. Delivery of Certificates. On or promptly following the date hereof, but no later than 20 days following the date hereof, the Company shall deliver to CCC, in accordance with this Agreement, certificate(s), as directed by CCC, representing the CCC Purchaser Shares.

4. Opinion of Counsel. On the date hereof, Haynes and Boone, LLP, counsel for the Company, shall have delivered to CCC a usual and customary opinion, substantially in the form attached hereto as Exhibit A, with respect to the issuance of the Series I Preferred Stock purchased hereby.

5. Acknowledgements.

(a) Upon payment by the Company of the Indemnification Payment in accordance with Section 1(a), LSGC Holdings hereby acknowledges and agrees that the Company shall have satisfied in full all of the Company’s obligations under the Letter Agreement.

(b) Upon surrender by LSGC Holdings of the LSGC Holdings Common Stock in accordance with Section 1(b), the Company hereby agrees and acknowledges that LSGC Holdings shall have satisfied in full all of LSGC Holdings’ obligations under the Letter Agreement.

(c) Upon payment by the Company of the Indemnification Payment on behalf of LSGC Holdings in accordance with Section 1(a), CCC hereby agrees and acknowledges that LSGC Holdings shall have satisfied in full all of LSGC Holdings’ obligations to redeem all of CCC’s Class C Interests for an amount in cash equal to the Liquidation Value plus any and unpaid Class C Accrued Dividends in the aggregate.

6. Company Representations and Warranties. The Company represents and warrants to each of the other parties that as of the date hereof:

(a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and carry on its business as presently conducted.

(b) The issuance, sale and delivery of the CCC Purchaser Shares and the payment of the Indemnification Payment in accordance with this Agreement have been duly authorized by all necessary corporate action on the part of the Company.

(c) This Agreement has been duly authorized and validly executed by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Company does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject.

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(d) After giving pro forma effect to the transactions contemplated hereby, Schedule 4(d) attached hereto sets forth, as of the close of business on the Business Day immediately preceding the date hereof, a true, complete and correct listing of all the Company’s outstanding: (i) shares of the Common Stock and (ii) securities convertible into or exchangeable for shares of the Company’s common stock (the “Derivative Securities”), including the applicable exercise price of such Derivative Securities, other than any Derivative Securities issued pursuant to the Company’s Amended and Restated Equity-Based Compensation Plan or the Company’s 2011 Employee Stock Purchase Plan (the “Management Equity”). Except as set forth in Schedule 4(d) and except for any Management Equity, the Company has no other outstanding equity securities.

(e) SEC Reports; Financial Statements

i. As of its filing date, the Form 10-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 16, 2012, as amended by the Forms 10-K/A filed by the Company with the SEC on April 30, 2012, and May 3, 2012 (the “Company SEC Documents”), complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the Sarbanes-Oxley Act of 2002, as the case may be, including, in each case, the rules and regulations promulgated thereunder.

ii. As of the date hereof the Company SEC Documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

iii. The financial statements (including the related notes thereto) included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended, all in accordance with GAAP and the applicable rules and regulations promulgated by the SEC. Since April 16, 2012, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, the rules of the SEC or policy or applicable law.

iv. Since April 16, 2012, there has been no material and adverse change or development, or event involving such a prospective change, in the condition, business, properties or results of operations of the Company and its subsidiaries.

(f) The offer and sale of the CCC Purchaser Shares by the Company to CCC in the manner contemplated by this Agreement will be exempt from the registration requirements of the 1933 Act.

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(g) The Company has complied in all material respects with the covenants set forth in (i) that certain Loan and Security Agreement, dated as of November 22, 2010, by and among the Company, the guarantors and lenders from time to time party thereto, Wells Fargo Bank, National Association, as agent, (or its successor) and Wells Fargo Capital Finance, LLC, as sole lead arranger, manager and bookrunner (or its successor) (the “Wells Facility”), including without limitation Section 4 thereof, and (ii) that certain Second Lien Letter of Credit, Loan and Security Agreement, dated September 20, 2011, by and among the Company, as borrower, the guarantors and lenders party from time to time thereto and Ares Capital Corporation, as agent (the “LC Facility” and together with the Wells Facility, the “Debt Facilities”). Immediately following the consummation of the transactions contemplated hereby, the Company will be in compliance in all material respects with the covenants set forth in the Debt Facilities. Immediately following the repayment of any Consideration as required under Section 9.7(b)(iii)(D) of the Wells Facility, the Company will be able to redraw amounts equal to at least such Consideration.

7. CCC Representations and Warranties. CCC represents and warrants to each of the other parties hereto that as of the date hereof:

(a) CCC is an insurance company, duly incorporated, validly existing and in good standing under the laws of the State of Illinois and has the requisite corporate power to own its properties and carry on its business as presently conducted.

(b) CCC has the full power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder, and to purchase, acquire and accept delivery of the CCC Purchaser Shares.

(c) This Agreement has been duly authorized and validly executed by CCC and constitutes the legal, valid and binding obligation of CCC, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by CCC does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which CCC is a party or any judgment, order or decree to which CCC is subject.

(d) The CCC Purchaser Shares to be acquired by the CCC are for its own account and are not being acquired with a view to, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities laws.

(e) CCC will not make any sale, transfer or other disposition of the CCC Purchaser Shares in violation of the 1933 Act, the 1934 Act, as amended, the rules and regulations promulgated thereunder or any applicable state securities laws.

(f) CCC is sophisticated in financial matters and is able to evaluate the risks and benefits of an investment in the CCC Purchaser Shares. CCC understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. CCC has carefully considered and has, to the extent CCC deems necessary, discussed with CCC’s professional legal, tax, accounting and financial advisers the suitability of its investment in the CCC Purchaser Shares.

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(g) CCC is able to bear the economic risk of its investment in the CCC Purchaser Shares for an indefinite period of time because the CCC Purchaser Shares have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. CCC: (i) understands and acknowledges that the CCC Purchaser Shares being issued to CCC have not been registered under the 1933 Act, nor under the securities laws of any state, nor under the laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to CCC or the fairness of the terms of its investment in the CCC Purchaser Shares.

(h) CCC has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the CCC Purchaser Shares and has had full access to such other information concerning the Company as has been requested.

(i) CCC became aware of the offering of the CCC Purchaser Shares other than by means of general advertising or general solicitation.

(j) CCC is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff

(k) CCC acknowledges that the certificates for the CCC Purchaser Shares will contain a legend substantially as follows:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

THE COMPANY MAY REQUEST A WRITTEN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL, WHICH MAY BE IN-HOUSE COUNSEL, SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH AN OFFER, SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE.”

Subject to any lock-up or other similar agreement that may apply to the CCC Purchaser Shares, the requirement that the CCC Purchaser Shares contain the legend set forth in clause (j) above shall cease and terminate upon the earlier of (i) when such shares are transferred pursuant to Rule 144 under the 1933 Act or (ii) when such securities are transferred in any other transaction if the transferor delivers to the Company a written opinion of counsel (which opinion and counsel, which may be in-house counsel, shall be reasonably satisfactory to the Company) to

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the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the 1933 Act upon any sale or other disposition of such securities without registration thereunder. Upon the consummation of an event described in (i) or (ii) above, the Company, upon surrender of certificates containing such legend, shall, at its own expense, deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend.

(l) CCC holds all rights, title and interests to the Class C Interests, free and clear of any liens or encumbrances, as of the date hereof.

8. LSGC Holdings Representations and Warranties. LSGC Holdings represents and warrants to each of the other parties hereto that as of the date hereof:

(a) LSGC Holdings is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and carry on its business as presently conducted.

(b) LSGC Holdings has the full power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.

(c) This Agreement has been duly authorized and validly executed by LSGC Holdings and constitutes the legal, valid and binding obligation of LSGC Holdings, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by LSGC Holdings does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which LSGC Holdings is a party or any judgment, order or decree to which LSGC Holdings is subject.

(d) LSGC Holdings holds all rights, title and interests to the LSGC Holdings Common Stock, free and clear of any liens or encumbrances (except as set forth in the Letter Agreement or the LLC Agreement), as of the date hereof.

9. General Provisions.

(a) Choice of Law. The laws of the State of Delaware without reference to any conflict of laws provisions thereof that would result in the application of the law of a different jurisdiction, will govern all questions concerning the construction, validity and interpretation of this Agreement.

(b) Venue. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any state court located within New Castle County, State of Delaware in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the Laws of the State of Delaware for such Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein.

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(c) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of each of the parties hereto.

(d) Counterparts. This Agreement may be executed in counterparts (including via facsimile or e-mail in .pdf format), each of which shall be an original and all of which shall constitute a single agreement.

(e) Headings. The headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

(f) Assignment. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns; provided that no party may assign any of its rights or obligations under this Agreement without the prior written consent of each of the other parties hereto.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first written above.

LIGHTING SCIENCE GROUP CORPORATION
By:	/s/ Gregory T. Kaiser
	Name: Gregory T. Kaiser
	Title: Chief Financial Officer

Signature Page to Exchange and Redemption Agreement

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

Signature Page to Exchange and Redemption Agreement

CONTINENTAL CASUALTY COMPANY
By:	/s/ Edward J. Lavin
Name: Edward J. Lavin
Title: Assistant Vice President

Signature Page to Exchange and Redemption Agreement

SCHEDULE 4(d)

Lighting Science Group Corporation

May 25, 2012

	Amount
Common Stock:
Common Stock		206,902,346
	Amount			Exercise Price
Preferred Stock:
Series H Preferred Stock		65,051	(1)		1.18	(2)
Series I Preferred Stock		62,365	(1)		1.18	(2)
	Amount			Exercise Price			Expiration Date
Warrants:
2007 PIPE Warrants		1,763,326			1.18		6/29/2012 to 11/05/2012
March Series D Warrants		319,222			5.57	(3)	3/3/2022
April Series D Warrants		921,610			5.59	(3)	4/19/2022
THD Warrants		5,123,714	(4)		1.95		2014 to 2018
Riverwood Warrant		18,092,511	(1)			(5)	5/24/2022

(1) Represents pro forma amount outstanding following Issuance and conversion of Series G Preferred Sock.

(2) Each share of Series H Preferred Stock and Series I Preferred Stock is convertible into the number of shares of Common Stock equal to the quotient obtained by dividing (a) the $1,000 stated value of such share by (b) the $1.18 conversion price of such share.

(3) Pursuant to the Warrant Agreement, each holder has a credit of $4.85 (for the Warrants issued on March 3, 2010) or $4.88 (for the Warrants issued on April 19, 2010) for each share of common stock issuable upon exercise of such Warrant. The credit may only be used to fund the payment of the exercise price of all or a portion of such holder’s Warrants upon the earlier of: (i) the passage of eight years from the date of issuance of such Warrant or (ii) a Liquidation Event (as defined in the Warrant Agreement) of the Company.

(4) As of the date hereof, the THD Warrant has only partially vested and is exercisable to purchase 1,000,000 shares of Common Stock.

(5) The exercise price of the Riverwood Warrant is variable and will be determined at the time of exercise.

EXHIBIT A

The [Purchaser Shares] have been duly authorized by all necessary corporate action of the Company, and when issued and paid for by [Purchaser] in accordance with the terms and conditions of the Exchange and Redemption Agreement, the [Purchaser Shares] will be validly issued, fully paid, and non-assessable.

Exhibit A

EX-10.4

EXHIBIT 10.4

COMMITMENT AGREEMENT

THIS COMMITMENT AGREEMENT to purchase preferred stock (this “Agreement”) is entered into as of May 25, 2012, by and between LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”), PEGASUS CAPITAL ADVISORS, L.P., a Delaware limited partnership (“PCA”), PEGASUS PARTNERS IV, L.P., a Delaware limited partnership (“PPIV”), PCA LSG Holdings, LLC, a Delaware limited liability company (“PCA Holdings”) and LSGC Holdings II LLC, a Delaware limited liability company (“Holdings II” and together with PCA, PPIV and PCA Holdings, the “Investors”).

WHEREAS, the Company desires to sell to the Investors and the Investors desire to commit to purchase (the “Commitment”) 21,131 shares of the Company’s Series I Preferred Stock, par value $0.001 per share (“Series I Preferred Stock”) or, in the case of assignment to a non-affiliated third party, shares of Series I Preferred Stock or Series H Preferred Stock, par value $0.001 per share (the “Series H Preferred Stock,” and such 21,131 shares less (i) any shares of Series H Preferred Stock sold by the Company after the date first written above and (ii) any shares of Series I Preferred Stock sold by the Company after the date first written above, and in each of the case of clauses (i) and (ii), solely after the time that the Company has received in the aggregate $67,069,000.00 in total proceeds from the sale of Series H Preferred Stock and/or Series I Preferred Stock to RW LSG Holdings, LLC and other investors on the date first written above, are referred to herein as the “Commitment Shares”); and

WHEREAS, the Investors have agreed to purchase all, but not less than all, of the unpurchased Commitment Shares no later than the four-month anniversary of the date hereof (the “Maturity Date”).

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Purchase and Sale of Commitment Shares.

a. At any time and from time to time (each a “Transaction Date”) on or prior to the Maturity Date, each Investor or its Assignees (as defined below) (each, an “Exercising Purchaser”) may give notice (a “Transaction Notice”), a form of which is attached hereto as Exhibit A, of its election to purchase all or less than all of the unpurchased Commitment Shares (in the form of Series I Preferred Stock if by an Investor or its affiliates, or in the form of Series H Preferred Stock or Series I Preferred Stock if by a third party assignee) by (x) executing a subscription agreement reasonably acceptable to the Company and the Exercising Purchaser (a “Preferred Subscription Agreement”) and having substantially the same representations and warranties and indemnities as those set forth in that certain Preferred Stock Subscription Agreement, dated as of the date first written above, by and between the Company, RW LSG Holdings LLC and certain other parties signatories thereto, and substantially the same covenants as those set forth in Sections 4(b), 4(d) and 4(h) thereof (provided, that if such Exercising Purchaser is an Investor or an affiliate of an Investor, such indemnities shall not cover or be in respect of breaches or inaccuracies of any representations, warranties, covenants or obligations of the Company to the extent directly caused by the fraud, bad faith or willful

misconduct of that Investor or any of its affiliates (other than the Company or its subsidiaries) in its individual capacity, rather than indirectly through the Company or its subsidiaries) and (y) fulfilling all of its obligations to purchase thereunder; provided, that (i) a Transaction Notice for more than the number of unpurchased Commitment Shares shall be deemed to be for all (but not more than all) of the unpurchased Commitment Shares and the aggregate purchase price therefor shall be adjusted accordingly and (ii) to the extent that the Company cannot make representations and warranties as of the effective date of a Preferred Subscription Agreement, the Company shall make such representations and warranties as of the date of this Agreement; provided, further, however, that notwithstanding anything herein to the contrary, the failure of the Company, the Investors and/or such Assignee to execute a subscription agreement with respect to the Commitment Shares unpurchased as of the Maturity Date shall not in any way relieve the obligation of the Investors to purchase or cause to be purchased such shares as forth in Section 2 on the Maturity Date. The price per Commitment Share shall be equal to $1,000.00 per share (the aggregate price for all such Commitment Shares is referred to herein as the “Purchase Price”).

b. On each Transaction Date, pursuant to the associated Transaction Notice, the Exercising Purchaser shall purchase from the Company and the Company shall sell to the Exercising Purchaser the number of Commitment Shares set forth in the applicable Transaction Notice in accordance with the terms and conditions of this Agreement and the applicable Preferred Subscription Agreement.

2. Maturity of the Commitment; Commitment to Purchase Commitment Shares. On the Maturity Date, the Investors shall purchase or cause to be purchased all unpurchased Commitment Shares for the Purchase Price.

3. Assignment of the Right to Purchase Commitment Shares. Subject to applicable law, at any time and from time to time, without the prior consent of the Company, the Investors may, from and after the time that that the Company has received in the aggregate $67,069,000.00 in total proceeds from the sale of Series H Preferred Stock and/or Series I Preferred Stock to RW LSG Holdings, LLC and other investors, assign all or less than all of the right to purchase Commitment Shares hereunder to any other person (an “Assignee”); provided, that such assignment shall not relieve the Investors of any of their respective obligations hereunder.

4. Company Representations and Warranties. The Company represents and warrants to Investor that as of the date hereof:

a. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and carry on its business as presently conducted.

b. The issuance, sale and delivery of the Commitment Shares in accordance with this Agreement has been duly authorized by all necessary corporate action on the part of the Company.

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c. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Company does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject.

d. After giving pro forma effect to the transactions contemplated hereby, Schedule 4(d) attached hereto sets forth, as of the close of business on the business day immediately preceding the date hereof, a true, complete and correct listing of all the Company’s outstanding: (i) shares of the Company’s common stock and (ii) securities convertible into or exchangeable for shares of the Company’s common stock (the “Derivative Securities”), including the applicable exercise price of such Derivative Securities, other than any Derivative Securities issued pursuant to the Company’s Amended and Restated Equity-Based Compensation Plan or the Company’s 2011 Employee Stock Purchase Plan (the “Management Equity”). Except as set forth in Schedule 4(d) and except for any Management Equity, the Company has no other outstanding equity securities.

e. SEC Reports; Financial Statements

i. As of its filing date, the Form 10-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 16, 2012, as amended by the Forms 10-K/A filed by the Company with the SEC on April 30, 2012, and May 3, 2012 (the “Company SEC Documents”), complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the Sarbanes-Oxley Act of 2002, as the case may be, including, in each case, the rules and regulations promulgated thereunder.

ii. Except to the extent that information contained in the Company SEC Documents has been revised or superseded by a document the Company subsequently filed with the SEC, the Company SEC Documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

iii. The financial statements (including the related notes thereto) included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and their respective

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consolidated results of operations and cash flows for the periods then ended, all in accordance with GAAP and the applicable rules and regulations promulgated by the SEC. Since April 16, 2012, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, the rules of the SEC or policy or applicable law.

iv. Since April 16, 2012, there has been no material and adverse change or development, or event involving such a prospective change, in the condition, business, properties or results of operations of the Company and its subsidiaries.

f. The Company agrees and acknowledges that the Commitment Shares acquired by Investor or its affiliates are subject to that certain Amended and Restated Registration Rights Agreement, dated as of January 23, 2009, as amended as of the date first written above, by and between the Company and Pegasus Partners IV, L.P., and that the Commitment Shares (including each of their components), and any securities exchanged therefor, shall constitute Registrable Securities (as defined therein).

g. The offer and sale of the Commitment Shares by the Company to Investor or its Assignees, as applicable, in the manner contemplated by this Agreement will be exempt from the registration requirements of the 1933 Act.

h. The Company has complied in all material respects with the covenants set forth in (i) that certain Loan and Security Agreement, dated as of November 22, 2010, by and among the Company, the guarantors and lenders from time to time party thereto, Wells Fargo Bank, National Association, as agent, (or its successor) and Wells Fargo Capital Finance, LLC, as sole lead arranger, manager and bookrunner (or its successor) (the “Wells Facility”), including without limitation Section 4 thereof, and (ii) that certain Second Lien Letter of Credit, Loan and Security Agreement, dated September 20, 2011, by and among the Company, as borrower, the guarantors and lenders party from time to time thereto and Ares Capital Corporation, as agent (the “LC Facility” and together with the Wells Facility, the “Debt Facilities”). Immediately following the consummation of the transactions contemplated hereby, the Company will be in compliance in all material respects with the covenants set forth in the Debt Facilities. Immediately following the repayment of any Consideration as required under Section 9.7(b)(iii)(D) of the Wells Facility, the Company will be able to redraw amounts equal to at least such Consideration.

5. Investor Representations and Warranties. Each Investor severally and not jointly represents and warrants to the Company that as of the date hereof:

a. Investor has the full power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder, and to purchase, acquire and accept delivery of the Commitment Shares.

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b. The Commitment Shares to be acquired by the Investor are for its own account and are not being acquired with a view to, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities laws.

c. Investor has, and will have on the Maturity Date, access to sufficient funds to consummate the transactions contemplated hereby, including to pay the Purchase Price and the fees and expenses of Investor related to the transactions contemplated hereby. There are no circumstances or conditions that could reasonably be expected to prevent or substantially delay the availability of such funds at the Maturity Date.

d. Investor will not make any sale, transfer or other disposition of the Commitment Shares in violation of the 1933 Act, the 1934 Act, as amended, the rules and regulations promulgated thereunder or any applicable state securities laws.

e. Investor is sophisticated in financial matters and is able to evaluate the risks and benefits of an investment in the Commitment Shares. Investor understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Investor has carefully considered and has, to the extent Investor deems necessary, discussed with Investor’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Commitment Shares.

f. Investor is able to bear the economic risk of its investment in its Commitment Shares for an indefinite period of time because the Commitment Shares have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Investor: (i) understands and acknowledges that the Commitment Shares being issued to Investor have not been registered under the 1933 Act, nor under the securities laws of any state, nor under the laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to Investor or the fairness of the terms of its investment in the Commitment Shares.

g. Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Commitment Shares and has had full access to such other information concerning the Company as has been requested.

h. This Agreement constitutes the legal, valid and binding obligation of Investor, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Investor is a party or any judgment, order or decree to which Investor is subject.

i. Investor became aware of the offering of the Commitment Shares other than by means of general advertising or general solicitation.

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j. Investor is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff.

k. Investor acknowledges that the certificates for the Commitment Shares will contain a legend substantially as follows:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

THE COMPANY MAY REQUEST A WRITTEN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH AN OFFER, SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE.”

Subject to any lock-up or other similar agreement that may apply to the Commitment Shares, the requirement that the Commitment Shares contain the legend set forth in clause (j) above shall cease and terminate upon the earlier of (i) when such shares are transferred pursuant to Rule 144 under the 1933 Act or (ii) when such securities are transferred in any other transaction if the transferor delivers to the Company a written opinion of counsel (which opinion and counsel shall be reasonably satisfactory to the Company) to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the 1933 Act upon any sale or other disposition of such securities without registration thereunder. Upon the consummation of an event described in (i) or (ii) above, the Company, upon surrender of certificates containing such legend, shall, at its own expense, deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend.

6. Indemnification by the Company. The Company shall save, defend, indemnify and hold harmless each Investor and its affiliates and each of their respective partners, managers equityholders, officers, directors, employees, agents, advisors and affiliates and the respective representatives, successors and assigns of each of the foregoing from and against any and all losses, damages, liabilities, deficiencies, claims, diminution of value, interest, awards, judgments, penalties, costs and expenses (including attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing), asserted against, incurred, sustained or suffered by any of the foregoing as a result of, arising out of or relating to any breach of any representation, warranty or covenant made by the Company and contained in this Agreement and the schedule hereto.

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7. General Provisions.

a. Choice of Law. The laws of the State of Delaware without reference to the conflict of laws provisions thereof, will govern all questions concerning the construction, validity and interpretation of this Agreement.

b. Amendment and Waiver; Third Party Beneficiaries. The provisions of this Agreement may be amended and waived only with the prior written consent of RW LSG Holdings LLC, the Company and Investor. RW LSG Holdings LLC shall be a third party beneficiary of this Agreement and shall have the right to enforce all of the rights and benefits set forth herein on behalf of the Company.

c. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute a single agreement.

d. Delivery by Facsimile or Email. This Agreement, to the extent signed and delivered by means of a facsimile machine or email with scan or facsimile attachment, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of a facsimile machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or email as a defense to the formation or enforceability of a contract, and each such party forever waives any such defense.

e. Headings. The headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

f. Assignment. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns; provided, that the Company may not assign any of its rights or obligations under this Agreement without the prior written consent of Investor.

g. Termination. Each party’s rights and obligations under this Agreement shall terminate upon a Change of Control (as defined in the Series H Preferred Stock Certificate of Designation of the Company, as may be amended from time to time) of the Company.

h. Remedies. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, may occur in the event that the parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that, RW LSG Holdings LLC, the Company and each Investor shall be entitled to an injunction, specific performance and other

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equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which RW LSG Holdings, LLC, the Company and each Investor is entitled at law or in equity. Each of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that (i) there is adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. Any party hereto seeking an injunction or injunctions to prevent breaches of this Agreement when expressly available pursuant to the terms of this Agreement and to enforce specifically the terms and provisions of this Agreement when expressly available pursuant to the terms of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first written above.

COMPANY:
LIGHTING SCIENCE GROUP CORPORATION
By:	/s/ Gregory T. Kaiser
Name:	Gregory T. Kaiser
Title:	Chief Financial Officer

Signature Page to Commitment Agreement

INVESTOR:
PEGASUS CAPITAL ADVISORS, L.P.
By:	Pegasus Capital Advisors GP, LLC, its general partner
By:	/s/ Steven Wacaster
Name:	Steven Wacaster
Title:	Vice President

[Signature Page to Commitment Agreement]

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 and Secretary

[Signature Page to Commitment Agreement]

LSGC HOLDINGS II 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/ Jason Schaefer
Name:	Jason Schaefer
Title:	General Counsel and Secretary

[Signature Page to Commitment Agreement]

PCA LSG HOLDINGS, LLC
By:	/s/ Jason Schaefer
Name:	Jason Schaefer
Title:	General Counsel and Secretary

[Signature Page to Commitment Agreement]

Exhibit A

[Exhibit A]

EX-10.5

EXHIBIT 10.5

May 25, 2012

Pegasus Capital Advisors, L.P.

c/o Pegasus Capital Advisors

99 River Road

Cos Cob, CT 06807

Gentlemen:

Reference is made to the Series H Preferred Stock Subscription Agreement, dated as of the date hereof (the “Subscription Agreement”), between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and RW LSG Holdings LLC, a Delaware limited partnership (“Purchaser”), pursuant to which Purchaser shall acquire shares of Series H Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series H Preferred”) issued pursuant to the certificate of designation with respect to the Series H Preferred, a copy of which is attached as Exhibit A hereto (the “Series H Certificate”), which Series H Preferred will be convertible into shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”). Certain capitalized terms used herein are defined in Section 5 below; capitalized terms used but not defined herein will have the meanings therefor set forth in the Series H Certificate. To induce Purchaser to enter into the Subscription Agreement, you have agreed to enter into this letter agreement providing for certain agreements with respect to certain potential future events or transactions involving Pegasus Capital Advisors, L.P. (“PCA”) and/or its Affiliates (collectively with PCA, the “Pegasus Group”). Therefor, for good and valuable consideration, the receipt of which is hereby acknowledged, each of the parties to this letter agreement hereby agrees as follows:

1. In the event of any Transfer of Company Securities by the Pegasus Group to an unaffiliated third party, Purchaser and (x) prior to a Control Event (as defined in the Series H Certificate) any Affiliate to whom Purchaser has transferred Company Securities and (y) following a Control Event, any person or entity to whom Purchaser has transferred Company Securities in a single transaction by which Purchaser Transfers greater than 25% of the Capital Stock acquired pursuant to the Subscription Agreement, calculated on an as-converted to Common Stock basis (Purchaser, collectively with the persons or entities identified in clauses (x) and (y), the “Co-Sale Offerees”) shall have the right to participate in such Transfer by selling a pro rata share of Company Securities as calculated in accordance with this Section 1. Each Co-Sale Offeree’s pro rata share shall be, (A) in the event that such Transfer is in respect of Capital Stock or other Company Securities convertible, exchangeable or exercisable for Capital Stock, equal to the product of (i) the number of shares of Capital Stock (on an as converted basis) to be transferred and (ii) a fraction, the numerator of which is the total Capital Stock (on an as converted basis) owned by such Co-Sale Offeree and the denominator of which is the total Capital Stock (on an as converted basis) owned by all Co-Sale Offerees and the Pegasus Group at such time and (B) in the event that such Transfer is in respect of Company Securities not convertible, exchangeable or exercisable for Capital Stock, equal to the product of (i) the fair market value of such Company Securities to be transferred and (ii) a fraction, the numerator of which is the fair market value of such Company Securities owned by such Co-Sale Offeree and the denominator of which is fair market value of such Company Securities owned by all Co-Sale Offerees and the Pegasus Group at such time. The term “fair market value” shall mean the fair market value (1) as determined based on the purchase price of the Company Securities in the proposed Transfer, (2) if not so determinable, as mutually agreed by the parties hereto in writing

or (3) if they cannot agree after seven (7) days following the initiation of discussions between the parties with respect thereto, the fair market value as determined by an independent appraiser selected by the parties hereto, the fees and expenses of which shall be paid in inverse proportion (based on the difference in the parties’ proposed valuation submitted to the independent appraiser) to such determination. Such participation must be in accordance with the following procedures and is subject to the following limitations:

a. A member of the Pegasus Group shall give Purchaser not less than ten (10) days prior written notice (the “Co-Sale Notice”) of any proposed Transfer of Company Securities by any member of the Pegasus Group other than a transfer (i) to an Affiliate of any member of the Pegasus Group, (ii) a pro rata in-kind distribution or dividend to the equityholders of Pegasus Partners IV, L.P. who were equityholders thereof on the date hereof (provided, that such distribution or dividend shall not result in a Transfer to any such equityholder of more than 15% of the Company Securities held by the Pegasus Group as of the date hereof; provided, further, that such distribution or dividend shall not be structured so as to avoid the occurrence or triggering of a Change of Control (as defined in the Series H Certificate)), (iii) pursuant to any transaction which gives rise to registration rights (whether “demand” or “piggy-back”) under that certain Registration Rights Agreement, by and among the Company and RW LSG Holdings LLC and RW LSG Management Holdings LLC, dated as of the date hereof, (iv) pursuant to that certain Commitment Agreement, dated as of the date hereof, by and between the Company, PCA, Pegasus Partners IV, L.P., PCA LSG Holdings, LLC and LSGC Holdings II LLC (provided, that such Transfer is made in accordance with the terms thereof, as in effect from time to time), and (v) pursuant to the exercise of an Optional Redemption Right (as defined in the certificate of designation for the Series I Convertible Preferred Stock, par value $0.001 per share, of the Company) or (vi) by PCA LSG Holdings, LLC with respect to not more than 17,650 Series G Units (“Series G Units”), each comprised of (A) one share of Series G Preferred Stock, par value $0.001 per share, of the Company (“Series G Preferred Stock”) and (B) and 83 shares of Common Stock or any shares of Series G Preferred Stock or Common Stock issued pursuant to a purchase thereof, and any securities of the Company into which the Series G Units or the Series G Preferred Stock or Common Stock issued pursuant to a purchase thereof may be converted or exchanged. Such Co-Sale Notice shall set forth (i) the quantity and type of Company Securities proposed to be Transferred by all members of the Pegasus Group, the purchase price proposed to be paid therefor and the payment terms, (ii) the Company’s calculation of the quantity of Company Securities that the Co-Sale Offerees shall be entitled to Transfer to the Co-Sale Buyer and the purchase price therefor (to the extent the Pegasus Group is Transferring any Company Securities other than those convertible, exchangeable or exercisable for Capital Stock), in each case calculated as provided in this Section 1, on an as-converted to Common Stock basis and (iii) the identity of the proposed transferee (the “Co-Sale Buyer”) and any other material terms and conditions of such sale, including the proposed transfer date. The parties hereby agree (x) to use their commercially reasonable efforts to cause the Company to prepare the calculations set forth in clause (ii) of the preceding sentence and (y) if the Company fails to deliver such calculations in a reasonable time frame, the parties shall jointly prepare such calculations. The failure of the Company to prepare such calculations will not toll the ten (10) day notice period set forth above. The Co-Sale Offerees will have the right, exercisable by written notice to PCA within ten (10) days after receipt of the Co-Sale Notice, to elect to sell up to their respective pro rata share of Company Securities to

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the Co-Sale Buyer in such proposed Transfer, upon the same terms and conditions with respect to payment as the Pegasus Group (and to the extent different members of the Pegasus are selling on different terms, the most favorable to the Co-Sale Offerees thereof). The failure of any Co-Sale Offeree to respond within such 10-day period shall be deemed to be a waiver of such Co-Sale Offeree’s rights to participate in such proposed Transfer pursuant to this Section 1.a. If the number of shares Company Securities elected to be Transferred by the Co-Sale Offerees pursuant to this Section 1.a together with the Company Securities proposed to be Transferred by the Pegasus Group is greater than the Company Securities the Co-Sale Buyer wishes to acquire, the amount of Company Securities to be sold by the Pegasus Group shall be proportionately reduced, based on Company Securities proposed to be Transferred to the extent necessary to provide for such sales of Company Securities hereunder by the Co-Sale Offerees.

b. The closing of any proposed Transfer in respect of which a Co-Sale Notice has been delivered shall occur simultaneously with respect to the Pegasus Group and the Co-Sale Offerees. At such closing, the Co-Sale Offerees electing to sell Company Securities shall deliver to the Co-Sale Buyer the Company Securities to be sold thereto and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Company Securities in accordance with Section 1.a hereof.

c. In connection with a Transfer of Company Securities by a member of the Pegasus Group in which a Co-Sale Transferee has elected to participate, each such Co-Sale Offeree may be required to the make the same representations and warranties, and agree to the same indemnities, covenants and other agreements as each member of the Pegasus Group, provided, however, that with respect to individual representations and warranties of any stockholder as to the unencumbered title to its Company Securities and the power, authority and legal right to Transfer such Company Securities, which are, for the avoidance of doubt, required to be made without exception, such individual representations and warranties may differ from those made by the Pegasus Group based on the specific facts and circumstances related to such Co-Sale Offeree and no Co-Sale Offeree shall be liable for breaches of any representation or warranty with respect to the unencumbered title to Company Securities and/or the power, authority and legal right to Transfer such Company Securities of any member of the Pegasus Group; provided further, however, that (i) no Co-Sale Offeree shall be required to make, or otherwise be subject to any liability in respect of, any representations or warranties or indemnities, covenants or agreements with respect to the proposed Transfer other than on a several and not joint basis, (ii) in no event shall any Co-Sale Offeree be obligated to agree to any non-compete, non-solicit, no-hire or other restrictive covenant in connection with such Transfer, and (iii) in no event shall any Co-Sale Offeree be liable for any amount in excess of the proceeds (net of any fees and expenses of such Transfer, including, without limitation, those of the Co-Sale Offerees, which shall be borne pro rata by all participants in such transaction) actually paid to such Co-Sale Offeree in such proposed Transfer.

d. No member of the Pegasus Group shall structure the terms of any proposed Transfer in a manner intended to unreasonably limit the ability of the Co-Sale Offerees to participate in the proposed Transfer. In furtherance of the foregoing, no member of the Pegasus Group shall prohibit or seek to prohibit, exercise any veto right it may be entitled to, fail to provide or withhold any necessary consent it may be entitled to, or take any action or fail to take any action which could restrict or limit the right of any Co-Sale Offeree to participate in the proposed Transfer.

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2. Pursuant to Section 5(e) of the Series H Certificate, in the event of a Control Event (as defined therein), Purchaser shall have the right to take certain actions as provided in the Series H Certificate. PCA agrees, on behalf of the Pegasus Group, that to facilitate the exercise by Purchaser of its rights under the Series H Certificate, a proxy in the form attached as Exhibit B hereto (“Proxy”) will be executed and delivered to Purchaser immediately upon request upon the occurrence of a Control Event by each member of the Pegasus Group that owns (or to the extent that any such securities are owned in “street name”, beneficially owns) voting Company Securities as of such date, and by each other member of the Pegasus Group that subsequently owns voting Company Securities during the duration of such Control Event. PCA (a) represents and warrants that no member of the Pegasus Group has entered, and covenants that during the term of this letter agreement no member of the Pegasus Group will enter, into any voting agreement or voting trust other than for Company directors who are affiliated with members of the Pegasus Group or as set forth in the Series H Certificate and (b) represents and warrants that no member of the Pegasus Group has granted, and covenants that during the term of this letter agreement no member of the Pegasus Group will grant, a proxy or power of attorney, in each case in clauses (a) and (b) with respect to voting Company Securities of such member to the extent inconsistent with the terms of the Proxy and the obligations to enter into thereto hereunder. PCA also agrees to, and to cause each other member of the Pegasus Group to, take such further action or execute such other instruments as may be necessary to effectuate the intent of this Section 2 and the Proxy and hereby revokes any proxy previously granted with respect to the Company Securities as held on the date hereof that would be inconsistent with the Proxy if executed on the date hereof.

3. At least ten (10) business days prior to PCA or any member of the Pegasus Group, on the one hand, or the Purchaser, on the other hand (either, as the case may be, the “Noticing Party”) exercising any demand registration right or plans to initiate an underwritten shelf take-down pursuant to any registration rights agreement that they may be party to with the Company, the Noticing Party shall deliver to the other party (i.e., Purchaser or PCA, as the case may be, the “Recipient Party”), written notice thereof, which notice shall include in reasonable detail a description of the proposed registration or underwritten shelf takedown, the number of Company Securities proposed to be registered, the timing of such registration or underwritten shelf takedown, the proposed method and plan of distribution, and the other terms and conditions of such proposed registration or underwritten shelf takedown. If Recipient Party or any of its Affiliates notifies the Noticing Party in writing prior to the expiration of such ten (10) business day period of its desire to also exercise its demand registration rights or initiate such an underwritten shelf takedown pursuant to its registration rights agreement with the Company, the Noticing Party, on the one hand, and Recipient Party and its Affiliates, on the other hand, shall each coordinate their respective demand registration rights and underwritten shelf takedowns such that each shall be deemed to be a “demanding” or “initiating” or comparable party pursuant to its respective registration rights agreement with the Company. Each of the Pegasus Group, on the one hand, and Purchaser and its Affiliates, on the other hand, agree that if they both intend to register and/or Transfer securities pursuant to a registration statement of the Company in circumstances in which a managing underwriter has informed the Company that not all of their respective Company Securities so elected may be registered or Transferred, each agrees that it shall only Transfer Company Securities pursuant to such registration statement on a pari passu basis, whether in connection with a demand registration, shelf registration, or piggyback registration.

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4. Each party hereto represents that this letter agreement has been duly and validly executed and delivered by such party and, assuming due authorization, execution and delivery by the other party hereto, constitutes a legal, valid and binding obligation of such party, enforceable against it in accordance with its terms.

5. As used herein, the following capitalized terms shall have the meanings set forth below:

“Company Securities” means any Equity Securities or any debt securities of the Company.

“Transfer” means, as a noun, any voluntary or involuntary transfer, sale, pledge or hypothecation or other disposition, whether directly or indirectly and whether through one or a series of transactions (including by way of a change of control of any member of the Pegasus Group), and, as a verb, voluntarily or involuntarily to transfer, sell, pledge or hypothecation or otherwise dispose of, whether directly or indirectly and whether through one or a series of transactions.

6. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each of PCA and Purchaser or, in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall affect or operate as a waiver thereof nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any waiver, permit, consent or approval of any kind or character on the part of Purchaser of any breach or default under this Agreement or any such waiver of any provision or condition of this Agreement must be in writing by Purchaser and shall be effective only to the extent in such writing specifically set forth.

7. Any and all notices or other communications required or permitted to be delivered hereunder shall be deemed properly delivered if (i) delivered personally, (ii) mailed by first class, registered or certified mail, return receipt requested, postage prepaid, (iii) sent by next day or overnight mail or delivery or (iv) sent by facsimile transmission (with a follow up copy under (iii) above): if to Riverwood, c/o Riverwood Capital Management, 70 Willow Road, Suite 100, Menlo Park, CA 94025, Attention: Jeffrey T. Parks, Facsimile: (650) 618-7114; and if to the Pegasus Group, Pegasus Capital Advisors, 99 River Road, Cos Cob, CT, 06807, Fax (203) 869-6940, Attn: General Counsel. Any party may change the name and address of the designee to whom notice shall be sent by giving written notice of such change to the other party.

8. If any term, provision, covenant or restriction of this letter agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this letter agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Upon such determination that any term, provision, covenant or restriction of this letter agreement is invalid, void, unenforceable or against regulatory policy, the parties hereto shall negotiate in good faith to modify this letter agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

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9. This letter agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, formal or informal, among the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Purchaser may assign all or any of its rights and obligations hereunder to (i) any of Purchaser’s Affiliates to whom the Capital Stock held by Purchaser is Transferred in a Permitted Transfer or (ii) in accordance with clause (y) of Section 1 above. Purchaser’s rights under this agreement shall terminate at such time that it, together with its Affiliates, beneficially owns less than 5.0% of the Company Securities they collectively own as of the date hereof (as calculated on an as converted basis).

10. The parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Accordingly, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this letter agreement, the party or parties who are or are to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this letter agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

11. This letter agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of laws principles that would result in the application of the law of a different jurisdiction.

12. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any state court located within New Castle County, State of Delaware in connection with any matter based upon or arising out of this letter agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 7 hereof is reasonably calculated to give actual notice.

13. This letter agreement may be executed in two or more counterparts (including via facsimile and email in PDF format), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

[Remainder of page intentionally left blank]

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If the foregoing sets forth the understanding between us, please so indicate on the enclosed signed copy of this letter in the space provided therefor and return it to us, whereupon this letter shall constitute a binding agreement among us.

Very truly yours,
RW LSG HOLDINGS LLC
By:	/s/ Michael E. Marks
Name:	Michael E. Marks
Title:	Director & CEO

Accepted and agreed to:
PEGASUS CAPITAL ADVISORS, L.P.
By:	Pegasus Capital Advisors GP, LLC, its general partner
By:	/s/ Steven Wacaster
	Name: Steven Wacaster
	Title: Vice President

EXHIBIT A

SERIES H CERTIFICATE

[See attached]

EXHIBIT B

IRREVOCABLE PROXY

                                          (“Stockholder”), a stockholder of Lighting Science Group Corporation, a Delaware corporation (the “Company”), hereby irrevocably appoints RW LSG Holdings LLC (“Primary Investor”), and any designee thereof (provided, that any such designee is an Affiliate of the Primary Investor and is acting on its behalf), as the sole and exclusive attorneys and proxies of the undersigned, with full power of with full power of substitution and resubstitution, to the full extent of the undersigned’s rights with respect to the voting of all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in the common stock or preferred stock of the Company (“Capital Stock”) owned by Stockholder (or to the extent that any such Capital Stock is owned in “street name”, beneficially owned), including without limitation any Capital Stock acquired directly or indirectly by Stockholder after the date hereof, including without limitation, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange, change of such shares, or otherwise, or upon exercise or conversion of any securities, that are, from time to time, owned by Stockholder (collectively, the “Covered Shares”), commencing on the date of a Control Event (as such term is defined in the Certificate of Designation with respect to the Series H Convertible Preferred Stock of the Company (the “Series H Certificate”; capitalized terms used but not defined herein shall have the meaning set forth in the Series H Certificate)) and continuing until the satisfaction in full or the waiver of the Redemption obligation which gave rise to the Control Event, in each case in accordance with the terms of the Series H Certificate (the “Termination Date”). The Primary Investor’s rights hereunder shall terminate at such time that it, together with its Affiliates, beneficially owns less than 5.0% of the Company Securities they collectively own as of May 25, 2012 (as calculated on an as converted basis).

Until the Termination Date, this proxy is irrevocable to the extent permitted under Section 212 of the Delaware General Corporation Law, is coupled with an interest and is granted pursuant to the letter agreement dated May 25, 2012 between RW LSG Holdings LLC and Pegasus Capital Advisors, L.P. (the “Letter Agreement”). Upon the execution hereof, all prior proxies given by the undersigned with respect to the Covered Shares are hereby revoked and no subsequent proxies will be given. The attorneys and proxies named above will be empowered at any time prior to the Termination Date to vote or cause to be voted all of the Covered Shares at every meeting of Company stockholders and at every adjournment thereof, and on every action or approval by written consent of Company stockholders, solely to take such actions as Primary Investor is entitled to take in exercise of its rights upon the occurrence of a Control Event pursuant to the terms of the Series H Certificate and solely in accordance therewith.

Notwithstanding anything contained in this Proxy, this Proxy shall terminate when the Letter Agreement terminates.

[STOCKHOLDER]
By:
	Name:
	Title:
Date:

EX-10.6

EXHIBIT 10.6

AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS

AGREEMENT

This AMENDMENT NO.1 (this “Amendment”) TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of May 25, 2012, by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”), and Pegasus Partners IV, L.P. (the “Investor”) and amends that certain Amended and Restated Registration Rights Agreement, dated as of January 23, 2009, by and between the Company and the Investor (the “Registration Rights Agreement”). This Amendment clarifies and implements the intent of the Registration Rights Agreement.

1. The first reference to the “Company” in Section 2.1.3 of the Registration Rights Agreement should be read as “the Investor or any Pegasus Party.”

2. The following definitions shall be added, in the appropriate alphabetical order, to Section 1 of the Registration Rights Agreement:

“Equity Securities” means (i) any capital stock or other share capital; (ii) any securities directly or indirectly convertible into or exchangeable for any capital stock or other share capital or containing any profit participation features; (iii) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, other share capital or securities containing any profit participation features or to subscribe for or to purchase any securities directly or indirectly convertible into or exchangeable for any capital stock, other share capital or securities containing any profit participation features; or (iv) any securities issued or issuable with respect to the securities referred to in clauses (i) through (iii) above in connection with a combination of shares, exchange, recapitalization, merger, consolidation or other reorganization.

“Following Holdback Period” is defined in Section 6.1.

“Geveran Shares” means all of the securities that could be requested to be included in any registration pursuant to that certain Registration Rights Agreement, dated as of June 6, 2011, by and between the Company and Geveran Investments Ltd.

“Holdback Extension” is defined in Section 6.1.

“Home Depot Shares” means all of the securities that could be requested to be included in any registration pursuant to that certain Registration Rights Agreement, dated as of January 14, 2011, by and between the Company and The Home Depot, Inc.

“Joint Demand Registration” is defined in Section 2.1.5.

“Joint Notice” is defined in Section 2.1.5.

“Marketed Underwritten Shelf Take-Down” means an Underwritten Shelf Take-Down involving a customary “road show” (including an “electronic road show”) or other substantial marketing effort by one or more Underwriters.

“Non-Marketed Underwritten Shelf Take-Down” means any Underwritten Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down.

“Pegasus Shares” is defined in Section 2.1.5.

“Public Offering” means the sale of the Company’s Common Stock for cash to the public pursuant to an effective Registration Statement filed under the Securities Act.

“QPO Holdback Period” is defined in Section 6.1.

“Qualified Public Offering” means the sale of the Company’s Common Stock for cash to the public pursuant to an effective Registration Statement filed under the Securities Act, such sale to be pursuant to a firmly committed underwritten Public Offering of the Common Stock on The NASDAQ Stock Market or the New York Stock Exchange, where (a) the gross proceeds received by the Company and any selling stockholders in the offering are no less than $100,000,000 and (b) the market capitalization of the Company immediately after consummation of the offering is no less than $500,000,000.

“Recipients” is defined in Section 2.1.5.

“Riverwood Shares” means all of the securities that could be requested to be included in any registration pursuant to that certain Registration Rights Agreement, dated as of May 25, 2012, by and among the Company, RW LSG Holdings LLC and RW LSG Management Holdings LLC (the “Riverwood Registration Rights Agreement”).

“Sale Transaction” is defined in Section 6.1.

“Senders” is defined in Section 2.1.5.

“Shelf Take-Down” is defined in Section 2.3.

“Underwritten Shelf Take-Down” means a Shelf Take-Down which, at the request of the Demand Holder, is to be in the form of a registration in which securities of the Company are sold to an Underwriter or Underwriters on a firm commitment basis for reoffering to the public.

3. The following section shall be added at the end of Section 2 as a new section, 2.1.5:

“Joint Demand Registration. Notwithstanding anything to the contrary in this Agreement, prior to a person making a demand for a Demand Registration under either the Riverwood Registration Rights Agreement or this Agreement, as applicable, subsequent to the first Qualified Public Offering, such person shall provide notice (with the information required by Section 2.2 hereof or by Section 3.1(a) of the Riverwood Registration Rights Agreement, respectively), in the case of a demand proposed to be made under the Riverwood Registration Rights Agreement, to the persons with demand registration rights under this Agreement, or, in the case of a demand proposed to be made under this Agreement, to the persons with demand registration rights under the Riverwood Registration Rights Agreement (the persons receiving such notice, the

“Recipients” and the persons sending such notice, the “Senders”). Within 10 business days of receiving such notice, the Recipients may give written notice (the “Joint Notice”) to the Senders that the Recipients have chosen that such registration be conducted as a joint demand registration (“Joint Demand Registration”) of both the Riverwood Shares and the Registrable Securities (for purposes of this Section 2.1.5, the “Pegasus Shares”). If the Joint Notice is timely given to the Senders, the Recipients and Senders shall together present a joint demand for a Joint Demand Registration to the Company. A Joint Demand Registration will not count against the maximum number of Demand Registrations permitted by Section 2.1.1. Upon election of a Joint Demand Registration, the Demand Holders (as defined in the Riverwood Registration Rights Agreement) of Riverwood Shares as a group and the Demanding Holders of Pegasus Shares as a group requesting securities to be included on such Joint Demand Registration shall have the right to include an equal number of shares if the offering is underwritten and the managing underwriter or underwriters for the Joint Demand Registration advises that the dollar amount or number of securities requested to be included exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering. For the avoidance of doubt, the Joint Demand shall be considered a Demand Registration of both the Riverwood Shares and the Pegasus Shares, and any shares requested to be included by other holders pursuant to contractual rights would only be included in the registration after all of the requested Pegasus Shares and Riverwood Shares were included in such registration. Selection of counsel for Selling Demanding Holders (as defined in the Riverwood Registration Rights Agreement) of Riverwood Shares and the Demanding Holders of Pegasus Shares shall be a joint decision. Should an Underwritten Shelf Takedown be requested with respect to Riverwood Shares or Pegasus Shares, the rights to be included in such Underwritten Shelf Takedown shall be the same as if it were a demand registration after the first Qualified Public Offering.”

4. For the avoidance of doubt, Section 2.3 of the Registration Rights Agreement shall be amended by adding the following at the end thereof:

“Any Pegasus Party may initiate an unlimited number of offerings or sales (which may be underwritten or non-underwritten) of all or part of the Registrable Securities included on Form S-3 (a “Shelf Take-Down”), and with respect to each Shelf Take-Down, each other holder of Registrable Securities included in a Form S-3 shall be entitled to sell their pro rata portion of Registrable Securities that they previously requested be included in such Form S-3. Notwithstanding anything herein to the contrary, for the avoidance of doubt, any Shelf Take-Down that is underwritten (other than a Marketed Underwritten Shelf Take-Down) will not count as a Demand Registration under Section 2.1.1. If such Shelf Take-Down is a Marketed Underwritten Shelf Take-Down, the non-initiating holders of Registrable Securities and other holders with contractual piggy-back rights will have the right to sell in such Shelf Take-Down their pro rata portion of Registrable Securities that they previously requested be included in such Form S-3 pursuant to, and in accordance with, the provisions applicable to Piggy-Back Registrations as set forth in Section 2.2. If such Shelf Take-Down is a Non-Marketed Underwritten Shelf Take-Down, none of the non-initiating holders of Registrable Securities nor any other person will have the right to sell in such Shelf Take-Down any of the Registrable Securities they previously had requested be included on such Shelf Registration Statement.”

5. The following shall be added as the new Section 6, and the existing Section 6 shall be renumbered as Section 7:

“6. Holdback Agreements.

6.1 No holder of Registrable Securities shall sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) (a “Sale Transaction”) of any Equity Securities of the Company, or any securities convertible into or exchangeable or exercisable for any such Equity Securities, during the seven (7) day period prior to and the 180 day period beginning on the effective date of the Company’s initial Qualified Public Offering (or such shorter period of time as is sufficient and appropriate, in the sole discretion of the managing Underwriter) (the “QPO Holdback Period”), except as part of such Qualified Public Offering provided, that the following persons are restricted in the same manner and for the same duration (A)(i) all of the Company’s affiliates and executive officers and all of the members of the Board of Directors, and (ii) the holders of Riverwood Shares and any successors, assigns and transferees, and (B) if such persons are selling stockholders in the Company’s initial Qualified Public Offering, (i) the holders of Home Depot Shares and any successors, assigns and transferees and (ii) the holders of Geveran Shares and any successors, assigns and transferees thereof, in each such case. In connection with any underwritten registrations (other than the initial Qualified Public Offering), no holder of Registrable Securities shall effect any such Sale Transaction during the seven (7) day period prior to and the 90 day period beginning on the effective date of such offering (or such shorter period of time as is sufficient and appropriate, in the sole discretion of the managing Underwriter) (each, a “Following Holdback Period”); provided, that the following persons are restricted in the same manner and for the same duration (A) (i) all of the Company’s affiliates and executive officers and all of the members of the Board of Directors, and (ii) the holders of Riverwood Shares and any successors, assigns and transferees, and (B) if such persons are selling stockholders in the underwritten public offering (other than the initial Qualified Public Offering), (i) the holders of Home Depot Shares and any successors, assigns and transferees and (ii) the holders of Geveran Shares and any successors, assigns and transferees thereof, in each such case. If (i) the Company issues an earnings release or other material news or a material event relating to the Company and its subsidiaries occurs, in either case during the last 17 days of the QPO Holdback Period or any Following Holdback Period (as applicable) or (ii) prior to the expiration of the QPO Holdback Period or any Following Holdback Period (as applicable), the Company announces that it will release earnings results during the 16 day period beginning upon the expiration of such period, then to the extent necessary for a managing or co managing Underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4) (or any successor rule), the QPO Holdback Period or any Following Holdback Period (as applicable) shall be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”); provided, that the following persons are restricted in the same manner and for the same duration: (A)(i) all of the Company’s affiliates and executive officers and all of the members of the Board of Directors, and (ii) the holders of Riverwood Shares and any successors, assigns and transferees, and (B) if such persons are

selling stockholders in the applicable underwritten offering, (i) the holders of Home Depot Shares and any successors, assigns and transferees and (ii) the holders of Geveran Shares and any successors, assigns and transferees thereof, in each such case. The Company shall promptly notify the Pegasus Parties of any earnings release, news or event that may give rise to a Holdback Extension. Subject to the provisos included in this Section 6.1, the Company may impose stop transfer instructions with respect to the Equity Securities (or other securities) subject to the foregoing restriction until the end of such period, including any period of Holdback Extension.

6.2 The Company (a) shall not effect any public sale or distribution of its Equity Securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) day period prior to and during such period of time as may be determined by the Underwriters managing the underwritten registration following the effective date of any underwritten Demand Registration, a Joint Demand Registration or any underwritten Piggy-Back Registration (not to exceed 180 days in connection with the Company’s initial Qualified Public Offering or 90 days in all other cases, except in each case as extended during the period of any Holdback Extension), except as part of such underwritten registration or pursuant to registrations on Form S–8 or any successor form and unless the Underwriters managing the registered public offering otherwise agree in writing, and (b) shall take commercially reasonable efforts to cause each holder of at least 1% of its Equity Securities, or any securities convertible into or exchangeable or exercisable for Equity Securities, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (as extended by any Holdback Extension), except as part of such underwritten registration, if otherwise permitted, unless the Underwriters managing the registered public offering otherwise agree in writing.”

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.

LIGHTING SCIENCE GROUP CORPORATION
By:	/s/ Gregory T. Kaiser
Name:	Gregory T. Kaiser
Title:	Chief Financial Officer
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/ Steven Wacaster
Name:	Steven Wacaster
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

Signature Page to Amendment to

Amended and Restated Registration Rights Agreement

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: May 31, 2012

LED HOLDINGS, LLC
By:	/s/ Steven Wacaster
	Name: Steven Wacaster
	Title: Manager
PEGASUS CAPITAL ADVISORS, L.P.
By:	Pegasus Capital Advisors GP, L.L.C., its general partner
By:	/s/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary
PEGASUS CAPITAL ADVISORS GP, L.L.C.
By:	/s/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary
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/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary

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/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary

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 and Secretary
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/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary
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/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary
PCA LSG HOLDINGS, LLC
By:	Pegasus Capital, LLC,
	its managing member
By:	/s/ Craig Cogut
	Name: Craig Cogut
	Title: President & Managing Member
PEGASUS INVESTORS IV, L.P.
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary

PEGASUS INVESTORS IV GP, L.L.C.
By:	/s/ Jason Schaefer
	Name: Jason Schaefer
	Title: General Counsel and Secretary
PEGASUS CAPITAL, LLC
By:	/s/ Craig Cogut
	Name: Craig Cogut
	Title: President & Managing Member
	/s/ Craig Cogut
	CRAIG COGUT