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AMENDMENT TO THE
LIGHTING SCIENCE GROUP CORPORATION
AMENDED AND RESTATED EQUITY-BASED COMPENSATION PLAN
This AMENDMENT TO
THE LIGHTING SCIENCE GROUP CORPORATION AMENDED AND RESTATED
EQUITY-BASED COMPENSATION PLAN (this “
Amendment ”), dated as of August 21, 2009,
is made and entered into by Lighting Science Group Corporation, a
Delaware corporation (the “ Company ”).
Terms used in this Amendment with initial capital letters that are
not otherwise defined herein shall have the meanings ascribed to
such terms in the Lighting Science Group Corporation Amended and
Restated Equity-Based Compensation Plan (the “
Plan ”).
WHEREAS ,
Section 10(c) of the Plan provides that the Board of Directors of
the Company (the “ Board ”) may amend the
Plan at any time, provided that any amendment to increase the share
limitation shall be subject to the approval of the Company’s
stockholders;
WHEREAS ,
the Board desires to amend the Plan, subject to stockholder
approval, to increase the aggregate number of shares of Stock that
may be issued or transferred under the Plan set forth in
Section 4 of the Plan; and
WHEREAS ,
the Board intends to submit this Amendment to the Company’s
stockholders for approval no later than the next annual meeting of
the stockholders.
NOW,
THEREFORE , in accordance with Section 10(c) of the Plan, the
Company here
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