STOCK SUBSCRIPTION AGREEMENT

Exhibit 4.2

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:

          (i) the Purchaser, at its election, may distribute to the Parent the Parent’s pro rata portion of any Common Stock and Series B Preferred Stock owned by the Purchaser based on the Parent’s ownership percentage in the Purchaser;

          (ii) the Parent, at its election, may exchange 100% of any Common Stock and Series B Preferred Stock of the Company (together, the “ Exchanged Stock ”) owned by the Parent as a result of the distribution described in clause (i) above for voting stock of the Company in the same class with the same rights, privileges and designations, including, without limitation, voting rights, as, and equal to the same number of, the Exchanged Stock owned by the Parent as of the date of the exchange (the “ Acquired Stock ”); and

          (iii) following such exchange, the Parent will distribute 100% of the Acquired Stock to its shareholder in complete liquidation.

      (b) The Company shall consider in good faith entering into the Reorganization as set forth in Section 2(a) above.

     If the Reorganization is consummated, the parties intend the Reorganization to qualify as a reorganization under Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the Company, the Purchaser and the Parent shall use reasonable efforts to cause the Reorganization to so qualify. Neither the Company nor any of its affiliates shall take any action that would cause the Reorganization not to qualify as a reorganization under Section 368(a)(1)(C) of the Code. The parties shall take the position for all purposes that the Reorganization qualifies as a reorganization under Section 368(a)(1)(C).

     3.  Purchasers’ Representations and Warranties . In order to induce the Company to accept the subscription made hereby, the Purchaser hereby represents and warrants to the Company that:

          (a) it has all requisite power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby. The execution and delivery of this Agreement and performance of its obligations under this Agreement and the consummation of the transactions contemplated hereby by Purchaser have been duly authorized by all requisite action by it and this Agreement constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws and subject to general principles of equity.

          (b) the execution and delivery by the Purchaser of this Agreement, and the consummation of the transactions contemplated hereby, including, but not limited to, the purchase of the Shares pursuant to this Agreement, do not and will not (with or without due notice, lapse of time, or both) (i) conflict with or result in a breach of any provision of the Purchaser’s articles of organization or operating agreement; (ii) conflict with, violate or result in a breach of the terms, conditions or provisions of, or constitute a default or result in the acceleration of any obligation under, or result in the cancellation or modification of, or permit termination of, or create a right of termination, or require any consent under any material agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound; or (iii) conflict with or violate the provisions of any law to which the Purchaser is subject, or any judgment, decree or order of any court or governmental authority binding upon the Purchaser, except for, in the case of clauses (ii) and (iii), any (x) conflict, violation, breach, default,

termination, right of termination, acceleration, cancellation, modification or failure to obtain such consent or (y) any judgment, decree or order of any court or governmental authority that, individually or in the aggregate, would not reasonably be expected to materially impair or delay Purchaser’s ability to promptly perform its obligations hereunder.

          (c) it i