Execution Version
STOCK SUBSCRIPTION AGREEMENT
THIS STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of April 22,
2008, by and among Lighting Science Group Corporation., a Delaware corporation (the
“Company”), LED Holdings, LLC, a Delaware limited liability company (the
“Purchaser”) and PP IV LED LLC, a Delaware limited liability company and a beneficial owner
of the Purchaser (“Parent”).
R E C I T A L S:
A. Pursuant to Section 9 of that Certificate of Designation of Preferred Stock of the Company
to be designated Series B Preferred Stock, dated October 4, 2007 (the “Series B
Designation”), the Purchaser, as the holder of a majority of the Series B Preferred Stock, is
entitled to cause the Company to sell to Purchaser up to $10,000,000 in shares of the Company
common stock, $0.001 par value per share (the “Common Stock”) at a price equal to 85% of
the average closing price of the Common Stock (as reported for consolidated transactions with
respect to securities listed on the principal national securities exchange on which the Common
Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading
on any national securities exchange, then in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotations System or such other system
then in use or, if the Common Stock is not quoted by any such organization, then as furnished by a
New York Stock Exchange member firm selected by the Corporation) for the thirty (30) consecutive
trading days immediately prior to the purchase.
B. The Purchaser desires to exercise its right under Section 9 of the Series B Designation as
modified herein.
C. The Company, as guarantor, and its wholly-owned subsidiary, Lighting Science Coöperatief
U.A. (the “Buyer”), a cooperative incorporated under the laws of the Netherlands are
entering into a Share Purchase Agreement, dated as of even date herewith (the “Purchase
Agreement”) with C. van de Vrie Holding B.V., a private company with limited liability
incorporated under the laws of the Netherlands (“C Holding”), W. van de Vrie Holding B.V.,
a private company with limited liability incorporated under the laws of the Netherlands (“W
Holding”), R.Q. van de Vrie Holding B.V., a private company with limited liability incorporated
under the laws of the Netherlands (“RQ Holding”), Q. van de Vrie Jr. Holding B.V., a
private company with limited liability incorporated under the laws of the Netherlands (“Q
Holding”), Y.B. van de Vrie Holding B.V., a private company with limited liability incorporated
under the laws of the Netherlands (“YB Holding” and together with C Holding, W Holding, RQ
Holding and Q Holding, the “Sellers”), Mr. C. van de Vrie, an individual residing in the
Netherlands, Mr. W. van de Vrie, an individual residing in the Netherlands, Mr. R. Q. van de Vrie,
an individual residing in the Netherlands, Mr. Q. van de Vrie, an individual residing in the
Netherlands, Mr. Y.B. Borghart van de Vrie, an individual residing in the Netherlands and Lighting
Partner B.V., a private company with limited liability incorporated under the laws of the
Netherlands (the “Target”), pursuant to which the Buyer will acquire all of the outstanding
capital shares of the Target (the “Acquisition”) from the Sellers for a combination of $5,000,000 in cash
paid by the Buyer and guaranteed by the Company and 4,632,000 shares (the “Consideration
Shares”) of Common Stock.
D. In order to consummate the Acquisition, the Company desires to sell to the Purchaser, and
the Purchaser desires to purchase from the Company, the Shares (as defined below), subject to the
terms and conditions set forth in this Agreement. The date on which such sale and purchase occur
is referred to herein as the “Closing Date.”
E. In order to induce the Company to sell the Shares to the Purchaser, and in consideration
thereof, the Purchaser is willing to agree to the restrictions and interests created by this
Agreement with respect to the Shares.
F. The Company acknowledges that Parent desires to enter into the reorganization with the
Company as described in Section 2 of this Agreement (the “Reorganization”).
G. In order to induce the Purchaser to purchase the Shares from the Company, the Company will
consider in good faith entering into such Reorganization with Parent.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and
conditions contained herein, the parties hereto agree as follows:
1. Sale and Purchase of Shares. The Company shall sell to the Purchaser, subject to
the conditions and restrictions contained in this Agreement, and the Purchaser shall purchase from
the Company, that number of shares of Common Stock (the “Shares”) equal to the quotient
obtained by dividing (x) $10,000,000, by (y) $4.80, which is equal to approximately 95% of the
average closing price of a share of Common Stock (as reported for consolidated transactions with
respect to securities listed on the principal national securities exchange on which the Common
Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading
on any national securities exchange, then in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotations System or such other system
then in use or, if the Common Stock is not quoted by any such organization, then as furnished by a
New York Stock Exchange member firm selected by the Corporation) for the thirty (30) consecutive
trading days immediately prior to (but not including) the Closing Date, for an aggregate purchase
price of $10,000,000 (the “Purchase Price”). The closing of the purchase and sale of the
Shares hereunder (the “Closing”) shall be held on the date hereof, or at such other time
and place upon which the parties hereto shall agree. At the Closing, the Company will deliver to
the Purchaser a certificate or certificates, registered in the Purchaser’s name, representing the
number of Shares purchased hereunder, against payment of the Purchase Price therefor, by a check or
wire transfer per the Company’s instructions for the Purchase Price payable to the Company.
2. Reorganization.
(a) The Company, the Purchaser and Parent acknowledge that: