FIRST AMENDMENT TO CONVERTIBLE
NOTE
THIS FIRST
AMENDMENT TO CONVERTIBLE NOTE (the “ First
Amendment ”) is entered into on August 10, 2009
effective as of July 31, 2009, among LIGHTING SCIENCE GROUP
CORPORATION, a Delaware corporation (“
Borrower ”) and PEGASUS PARTNERS IV,
L.P. , a Delaware limited partnership (“
Lender ”). Unless stated otherwise, each term
defined in the Note has the same meaning when used in this First
Amendment.
WHEREAS, Borrower
has entered into that certain Convertible Note agreement, dated as
of May 15, 2009, between Borrower and Lender, pursuant to which
Borrower may borrow up to an aggregate principal sum of
$31,649,999.39 from Lender (as renewed, extended, amended, or
restated from time to time, the “ Note
”); and
WHEREAS, Borrower
and Lender have agreed to revise and amend the Note to extend the
Maturity Date.
NOW, THEREFORE, in
consideration of these premises and other sufficient and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree, as follows:
(a)
Section 5 of the Note is hereby amended in its entirety
as follows:
“5.
Repayments . The principal and interest of this Note shall
be due and payable on the Maturity Date. As used herein, “
Maturity Date ” shall mean the earlier of
(a) August 31, 2009 or (b) the Closing Date (as
hereinafter defined); provided , that if the registration
statement for the Offering (as hereinafter defined) of Borrower
(the “ Registration Statement ”) is
declared effective by the Securities and Exchange Commission (the
“ SEC ”) prior to August 31, 2009,
the Maturity Date shall be the Closing Date (as hereinafter
defined); provided further , that in no event shall the
Maturity Date be later than September 15,
2009.”
(b)
Section 16 of the Note is hereby amended in its
entirety as follows:
“16.
Offering . Borrower will use its best e
