SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G *

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(B), (C) AND (D)

AND AMENDMENTS THERETO FILED PURSUANT TO §240.13D-2.

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1) 

Lighting Science Group Corporation

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

53224G103

(CUSIP Number)

April 27, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o       Rule 13d-1(b)

x       Rule 13d-1(c)

o       Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

1	NAMES OF REPORTING PERSONS Koninklijke Philips Electronics N.V.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)      o (b)      o N/A.
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 4,865,811 (2)
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 4,865,811 (2)
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,865,811 (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.60% (1) (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

_______________________

1 This calculation is based on 186,595,069 shares of Common Stock outstanding as of April 27, 2011 (as confirmed by the Issuer to the Reporting Person).

2 Refer to Item 4 below.

Item 1.

(a)         Name of Issuer

Lighting Science Group Corporation

(b)         Address of Issuer’s Principal Executive Offices

Building 2A, 1227 South Patrick Drive, Satellite Beach, FL 32937

Item 2.

(a)         Name of Person Filing

Koninklijke Philips Electronics N.V.

(b)         Address of Principal Business Office or, if none, Residence

Breitner Center, Amstelplein 2, 1096 BC Amsterdam, The Netherlands

(c)         Citizenship

The Netherlands

(d)         Title of Class of Securities

Common Stock, par value $.001 per share

(e)         CUSIP Number

53224G103

Item 3.                If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E), (1);
(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G), 2;

(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	o	A church plan that is excluded from the definition of an investment company under section3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable.

Item 4.              Ownership.

(a)         Amount beneficially owned:

On August 27, 2009, in connection with a litigation settlement, the Issuer issued to the Reporting Person a convertible note (the “Convertible Note”) in an aggregate amount of $5,000,000 in consideration of a $5,000,000 loan made by the Reporting Person to the Issuer.

On March 3, 2010, the Convertible Note was automatically converted into Units of the Issuer, on which date the outstanding aggregate principal and accrued interest on the Convertible Note was $5,362,465.75.  Each Unit consisted of (i) one share of the Issuer's Series D Non-Convertible Preferred Stock, and (ii) a warrant to purchase one share of the Issuer's Common Stock. After the conversion of the Convertible Note into the Units, the Reporting Person received 5,330,482 Units, which consisted of (i) 5,330,482 shares of the Issuer's Series D Non-Convertible Preferred Stock, and (ii) warrants to purchase 5,330,482 shares of the Issuer's Common Stock (the “Series D Warrants”).

Pursuant to the Stock Purchase, Exchange and Recapitalization Agreement by and among the Issuer, LSGC Holdings LLC, Pegasus Partners IV, L.P. and LED Holdings, LLC, dated September 30, 2010, all of the Issuer’s Series D Non-Convertible Preferred Stock was automatically converted into shares of the Issuer’s Common Stock upon the effectiveness of a Certificate of Amendment to the Issuer's Certificate of Incorporation that amended the Certificate of Designation concerning the Issuer's Series D Non-Convertible Preferred Stock (the "Certificate of Amendment"). The Certificate of Amendment became effective upon its filing with the Secretary of State of Delaware on December 21, 2010. As a result of that amendment, the 5,330,482 shares of Issuer's Series D Non-Convertible Preferred Stock held by the Reporting Person as of December 21, 2010 were converted into 3,506,538 shares of the Issuer’s Common Stock.

Pursuant to the Exchange Agreement between the Issuer and the Reporting Person, dated April 27, 2011 (the “Exchange Agreement”), the Reporting Person’s 5,330,482 Series D Warrants were exchanged for 1,359,273 shares of the Issuer’s Common Stock.  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, a copy of which is filed herewith as Exhibit 1 and is hereby incorporated herein by reference

In connection with the Exchange Agreement, the Reporting Person entered into a lock-up agreement, dated April 27, 2010 (the “Lock-Up Agreement”), with Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC.  Pursuant to the Lock-Up Agreement, among other things, the Reporting Person is restricted from selling any shares of the Issuer’s Common Stock for a period beginning on April 27, 2011 until the date that is 180 days after the public offering date to be set forth on the final prospectus contemplated to be filed by the Issuer for the public offering of the Issuer’s Common Stock (the “Lock-Up Period”). The Lock-Up Period will be automatically extended if: (1) during the last 17 days of the Lock-up Period the Issuer releases earnings results or material news or a material event; or (2) prior to the expiration of the Lock-Up Period, the Issuer announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, in which case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the release of the earnings results or announcement of the material news or material event, as applicable.  The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is filed herewith as Exhibit 2 and is hereby incorporated herein by reference.

(b)         Percent of class:

As confirmed to the Reporting Person by the Issuer on April 27, 2011, there were 186,595,069 shares of Common Stock outstanding as of April 27, 2011. Based on this, the Reporting Person may be deemed to be the beneficial owner of approximately 2.6% of the total number of shares of Common Stock outstanding.

(c)         Number of shares as to which the person has:

(i)	Sole power to vote or to direct the vote: 4,865,811 shares
(ii)	Shared power to vote or to direct the vote: 0 shares
(iii)	Sole power to dispose or to direct the disposition of: 4,865,811 shares
(iv)	Shared power to dispose or to direct the disposition of: 0 shares

Item 5.              Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6.              Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.              Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.              Identification and Classification of Members of the Group.

Not applicable.

Item 9.              Notice of Dissolution of Group.

Not applicable.

Item 10.           Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Dated:  May 25, 2011

KONINKLIJKE PHILIPS ELECTRONICS N.V.
By:	/s/ Michael L. Manning
	Name: Michael L. Manning
	Title:  Attorney-In-Fact

EXHIBIT INDEX

Exhibit No.	Description
1	Exchange Agreement, dated April 27, 2011, between the Issuer and the Reporting Person.
2	Lock-Up Agreement, dated April 27, 2010, between the Reporting Person, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC.

EX-99.A

 Execution Version

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (this “Agreement”) is made effective as of April 27, 2011, by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and Koninklijke Philips Electronics N.V. (“Philips”).

WHEREAS, the Company has filed a registration statement for a public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and intends to engage in the Public Offering as soon as reasonably practicable;

WHEREAS, the Company’s current capital structure includes warrants to purchase 6,501,526 shares of Common Stock on the terms set forth in that certain Warrant Agreement (the “Series D Warrant Agreement”), dated as of December 22, 2010, by and between the Company and American Stock Transfer & Trust Company, a New York corporation (“Series D Warrants”);

WHEREAS, pursuant to that certain Stock Purchase, Exchange and Recapitalization Agreement (the “Recapitalization Agreement”), dated as of September 30, 2010, by and among the Company, Pegasus Partners IV, L.P., a Delaware limited partnership (“Pegasus IV”), LSGC Holdings LLC, a Delaware limited liability company, and LED Holdings, LLC, a Delaware limited liability company, the Company credited each of the holders of the Series D Warrants, including Philips, with an amount equal to all the Exercise Price Accrual and LV Accrual (each as defined in Certificate of Designation for the Company’s Series D Preferred Stock as it existed upon execution of the Recapitalization Agreement) not otherwise distributed to the holders of Series D Warrants (the “Accrual Credit”);

WHEREAS, the Company believes the number of outstanding Series D Warrants and the related Accrual Credit are impediments to the successful completion of the Public Offering, and that it is in the best interests of the Company and its stockholders (other than Philips) to reduce the number of Series D Warrants outstanding in order to facilitate the Public Offering;

WHEREAS, Philips beneficially owns a Series D Warrant to purchase 5,330,482 shares of Common Stock (the “Exchange Warrant”), representing approximately 82% of the outstanding Series D Warrants and the accompanying Accrual Credit of $25,845,441; and

WHEREAS, in order to facilitate the Public Offering, Philips is willing to exchange its Exchange Warrant and Accrual Credit for shares of Common Stock on the terms and conditions set forth herein.

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

1.           Exchange of Exchange Warrant for Common Stock.  Philips shall exchange the Exchange Warrant and all of its Accrual Credit for 1,359,273 shares of Common Stock (the “Exchange Shares”).

2.           Delivery of Certificates.  On or prior to the date hereof, Philips shall deliver to the Company, in accordance with this Agreement, evidence of ownership of the Exchange Warrant reasonably satisfactory to the Company.  On or promptly following the date hereof, the Company shall deliver to Philips in accordance with this Agreement a duly executed certificate representing the Exchange Shares.

3.           Company Representations and Warranties.  The Company represents and warrants to Philips 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 Exchange Shares in accordance with this Agreement has been duly authorized by all necessary corporate action on the part of the Company.

(c)           This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, and the execution, delivery and performance of this Agreement by the Company does not conflict with, violate or cause a breach of (i) any provision of the certificate of incorporation, bylaws or other organizational documents of the Company, (ii) any agreement, contract or instrument to which the Company is a party or (iii) any law, judgment, order or decree to which the Company is subject or otherwise applicable to the Company.

(d)           Capitalization

(i) Schedule 3(d)(i) attached hereto sets forth a true, complete and correct listing, as of the date hereof (after giving effect to all of the transactions contemplated by this Agreement) of all of the Company’s outstanding: (i) shares of Common Stock; (ii) shares of preferred stock (“Preferred Stock”), and (iii) securities convertible into or exchangeable or exercisable for shares of 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 (the “Management Equity”).

-2-

(ii) Except for the Derivative Securities, any Management Equity and the Exchange Shares to be issued pursuant to this Agreement, no subscription, warrant, option, convertible security, stock appreciation, preemptive right or other right (contingent or other) to purchase or acquire any shares of any class of capital stock of the Company or any of its Subsidiaries (as hereinafter defined) is authorized or outstanding, and except for the Derivative Securities, the Management Equity, the Exchange Shares and the shares of Common Stock the Company expects to issue in conjunction with the Public Offering, there is not any commitment of the Company or any of its Subsidiaries to issue any shares, warrants, options or other such rights or to distribute to holders of any class of its capital stock, any evidences of indebtedness or assets. As used in this Agreement, “Subsidiary” means, with respect to the Company, any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock or other ownership interest entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination thereof.

(e)           SEC Reports; Financial Statements

(i) As of their respective filing dates, the most recent Form 10-K and Form 10-Q filed by the Company with the Securities and Exchange Commission (the “SEC,” and such filings, the “Company SEC Documents”) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”) and the Securities Exchange Act of 1934, as amended (the “1934 Act”), as the case may be, including, in each case, the rules and regulations promulgated thereunder.

(ii) Except to the extent that information contained in any Company SEC Document has been revised or superseded by a document the Company subsequently filed with the SEC (prior to the date hereof), none of the Company SEC Documents contains any untrue statement of a material fact or omits 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.

-3-

(iii) The financial statements (including the related notes thereto) included (or incorporated by reference) 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 generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) 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 (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount), all in accordance with GAAP and the applicable regulations promulgated by the SEC.

(iv) Subsequent to the filing of the Company’s most recent financial statements with the SEC, 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 Exchange Shares by the Company to Philips in the manner contemplated by this Agreement will be exempt from the registration requirements of the 1933 Act.

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

(a)           Philips is the sole and exclusive owner of the Exchange Warrant free and clear of any liens, encumbrances, or charges of any nature whatsoever, and Philips has not transferred, hypothecated, pledged or otherwise disposed of the Exchange Warrant or any interest therein.

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

(c)           The Exchange Shares are being acquired for Philips’ own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities laws.

(d)           Philips does not intend to make any sale, transfer or other disposition of the Exchange Shares in violation of the 1933 Act or the 1934 Act or the rules and regulations promulgated thereunder or any applicable state securities laws.

-4-

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

(f)           Philips is able to bear the economic risk of its investment in the Exchange Shares for an indefinite period of time because the Exchange 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.  Philips: (i) understands and acknowledges that the Exchange Shares 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 Philips or the fairness of the terms of its investment in the Exchange Shares.

(g)           Philips has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Exchange Shares.

(h)           This Agreement constitutes the legal, valid and binding obligation of Philips, enforceable against it in accordance with its terms, and the execution, delivery and performance of this Agreement by Philips does not and will not conflict with, violate or cause a breach of (i) any provision of the certificate of incorporation, bylaws or comparable organizational documents of Philips, (ii) any agreement, contract or instrument to which Philips is a party or (iii) any law, judgment, order or decree to which Philips is subject or otherwise applicable to Philips.

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

(j)           Philips is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff.

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

-5-

“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.”

5.           Indemnification

           (a)           Indemnification Provisions for Philips’ Benefit.  The Company will indemnify and hold Philips and its affiliates, and their respective officers, directors, managers, employees, agents, representatives, stockholders and similarly situated persons (collectively, “Representatives”), harmless from and pay any and all Damages (as defined below) directly or indirectly resulting from, relating to, arising out of or attributable to any violation or breach of any representation, warranty, covenant or agreement the Company has made in this Agreement, including as a result of any Action (as defined below) initiated by a third party that is directly or indirectly related to a violation or breach of any such representation, warranty, covenant or agreement of the Company.

           As used herein, the term “Damages” means all losses (including diminution in value), damages and other costs and expenses of any kind or nature whatsoever, whether known or unknown, contingent or vested, matured or unmatured, and whether or not resulting from third-party claims, including costs (including reasonable fees and expenses of attorneys, other professional advisors and expert witnesses and the allocable portion of the relevant person’s internal costs) of investigation, preparation and litigation, in connection with any action, suit, arbitration, mediation, investigation or similar proceeding  (an “Action”) or threatened Action.

           (b)          Indemnification Provisions for the Company’s Benefit.  Philips will indemnify and hold the Company and its affiliates, and their respective Representatives, harmless from and pay any and all Damages directly or indirectly resulting from, relating to, arising out of or attributable to any violation or breach of any representation, warranty, covenant or agreement Philips has made in this Agreement, including as a result of any Action (as defined below) initiated by a third party that is directly or indirectly related to a violation or breach of any such representation, warranty, covenant or agreement of Philips.

-6-

(c)           Indemnification Claim Procedures.

(i) In order for Philips or its affiliates or their respective Representatives (each a “Philips Indemnified Party”), or alternatively, for the Company or its affiliates or their respective Representatives (each, together with each Philips Indemnified Party, an “Indemnified Party”), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving any Damages or any claims or demands made by any person against such Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the Company or Philips, as applicable (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the Third Party Claim and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request.  The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 5 except to the extent that the Indemnifying Party is materially prejudiced by such failure.

(ii) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Damages that may result from a Third Party Claim pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 15 days of receipt of notice from the Indemnified Party of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party, with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party.  The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof.  If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period referred to in, and otherwise in accordance with, the first sentence of this Section 5(c)(ii), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim, in its sole discretion, at the cost and expense of the Indemnifying Party.  If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii)  the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest.  If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified

-7-

Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party in connection with the defense of such Third Party Claim.  If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder.

(iii) The Indemnifying Party shall promptly pay and reimburse any Indemnified Party for any Damages incurred by it in connection with any Third Party Claim for which the Indemnified Party is entitled to indemnification hereunder upon notice thereof from the Indemnified Party, provided that if any such payment is made after five business days from the date that the Indemnifying Party received such notice (each, a “Payment Due Date”), such payment shall accrue interest at a rate of 5% from the relevant Payment Due Date until the date that payment of such amount and any interest accrued thereon is paid in full to the Indemnified Party.

(iv) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other person before action is brought or claim is made against it hereunder by the Indemnified Party.

(v) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party.  The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 5 except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Section 5.

-8-

6.           General Provisions.

(a)           Notices.  Any notice or other communication required or permitted hereunder shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by first class certified mail, postage prepaid, by nationally recognized overnight courier, or by facsimile (if a copy of such notice is also sent by first class certified mail within one day of the facsimile transmission) addressed to such party at the address or facsimile number set forth below or such other address or facsimile number as may hereafter be designated in writing by the addressee to the addressor listing all parties:

if to the Company, to:

Lighting Science Group Corporation

Building 2A, 1227 South Patrick Drive

Satellite Beach, FL 32937

Fax: (321) 779-5521

Attn: General Counsel

with a copy (which shall not constitute notice) to:

Greg R. Samuel

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, TX 75219

Fax: (214) 200-0577

if to Philips to:

Royal Philips Electronics

Amstelplein 2, 1096 BC

Building HBT 12

P.O. Box 77900, 1070 MX

Amsterdam, The Netherlands

Attn:           Marcio Barbosa

Head of Corporate Finance

with a copy (which shall not constitute notice) to:

Philips Lighting North America

3 Burlington Woods Drive

Burlington, MA 01803

Attn. Michael L. Manning

Fax: (781) 418-7988

-9-

with a copy (which shall not constitute notice) to:

Sullivan & Cromwell

125 Broad Street

New York, New York 10004-2498

Attn. Matthew G. Hurd

Fax: (212)558-3588

or, in any case, at such other address or addresses as shall have been furnished in writing by such party to the other parties hereto.  All such notices, requests, consents and other communications shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of mailing, on the fifth business day following the date of such mailing, (c) in the case of delivery by overnight courier, on the business day following the date of delivery to such courier, and (d) in the case of facsimile, when received.

(b)          Choice of Law.  The laws of the State of New York without reference to the conflict of laws provisions thereof, will govern all questions concerning the construction, validity and interpretation of this Agreement.

(c)           Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be amended or modified nor any provisions waived except as set forth in Section 6(e).

(d)           Assignment; No Third Party Beneficiaries.  This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by any party hereto.  This Agreement is not intended to confer any rights or benefits on any persons other than (i) with respect to Section 5 only, the Indemnified Parties and (ii) the parties hereto.  Any assignment in violation of this Section 6(d) shall be null and void ab initio.

           (e)          Amendment and Waiver.  The provisions of this Agreement may be amended only with the prior written consent of the Company and Philips and may be waived with the prior written consent of the party against whom the waiver is sought.  No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege, nor will any waiving of any right, power or privilege operate to waive any other subsequent right, power or privilege.  The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies provided by law.

 (f)          Severability.  The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability or the other provisions hereof.  If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

 (g)        Counterparts.  This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute a single agreement.

* * * * *

-10-

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:  CFO and Corporate Secretary

KONINKLIJKE PHILIPS ELECTRONICS N.V.

By:  /s/ Michael L. Manning                     

Name:  Michael L. Manning

Title:  Attorney-In-Fact

Signature Page to Exchange Agreement

Schedule 3(d)(i)

Common Stock Outstanding	186,595,069
Beneficially Owned Shares		Exercise Price
Stock Options	12,696,053	$0.60 to $10.80
Warrants
2007 PIPE Warrants	3,160,281	1.60
Line of Credit Guarantors	121,375	6.00
ABM Warrants	20,000	8.00
Icurie Warrants	6,250	6.40
March Series D Warrants	301,268	5.90
April Series D Warrants	869,776	5.92
THD Warrants	5,000,000	2.00
	9,478,950
Fully Diluted Common Stock	208,770,072

EX-99.B

April 27, 2011

Lighting Science Group Corporation

1227 South Patrick Drive

Building 2A

Satellite Beach, Florida  32937

Credit Suisse Securities (USA) LLC

J.P. Morgan Securities LLC,

  As Representatives of the Several Underwriters,

    c/o Credit Suisse Securities (USA) LLC,

             Eleven Madison Avenue,

                New York, New York  10010

    c/o J.P. Morgan Securities LLC,

383 Madison Avenue,

 New York, New York  10179

Dear Sirs:

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

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

The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.

The first sentence of the first paragraph hereof shall not apply to: (a) the exercise of a warrant or an option to purchase, or the settlement of any other equity award for Securities (provided that any Securities received upon exercise of warrants or options (or the settlement of any other equity award) granted to the undersigned will be subject to the restrictions contained in this Agreement), (b) in the case of an option to purchase Securities expiring or restricted Securities vesting during the Lock-up Period, the sale or transfer of Securities to the Company to satisfy any payment or withholding obligations in connection with the cashless exercise of such option or vesting of such restricted Securities, or in connection with any cashless exercise of a warrant to purchase Securities, (c) the conversion or exchange of any warrant, preferred stock or other equity interest of the Company into Securities (or the settlement of any equity award); provided that any Securities received upon such conversion or exchange will be subject to the restrictions contained in this Agreement, (d) transactions relating to any Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing that indicates a sale or other disposition of the Securities by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period; (e) transfers of Securities or any security convertible into Securities (1) as a bona fide gift or (2) to any affiliate of the undersigned, (f) distributions of Securities or any security convertible into Securities to any partner, member or stockholder of the undersigned, provided that in the case of any transfer or distribution pursuant to clauses (e) and (f) herein, (i) each transferee shall sign and deliver a lock-up agreement in the form of this Agreement, and (ii) no filing by any party under the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period (other than a filing on a Form 5 made after the expiration of the Lock-Up Period) and (iii) such transfer shall not involve a disposition for value, and (g) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Securities; provided that such plan does not provide for the transfer of Securities during the Lock-Up Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company during the Lock-Up Period.

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

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

Very truly yours,

KONINKLIJKE PHILIPS ELECTRONICS N.V.

By:  /s/ Michael L. Manning

Name:  Michael L. Manning

Title:  Attorney-In-Fact

-2-