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Exhibit 10.1
July 19, 2016
LSGC Holdings III LLC
c/o Pegasus Capital Advisors, L.P.
99 River Road
Cos Cob, CT 06807
Attention: Chief Financial Officer
RE: Amendment No. 1 to Preferred Stock Subscription and Support Agreement
Ladies and Gentlemen:
This Amendment No. 1 (this “Amendment”) is made to that certain Preferred Stock Subscription and Support Agreement (the “Subscription Agreement”), dated as of September 11, 2015, by and among Lighting Science Group Corporation (the “Company”), Pegasus Partners IV, L.P. (“Pegasus Fund IV”) and the person(s) (the “Purchasers”) listed on the Schedule of Purchasers attached thereto as Exhibit A, including LSGC Holdings III LLC (“Holdings III”). This Amendment shall be effective upon execution by the Company, Pegasus Fund IV and Holdings III (the “Amendment Effective Date”).
In consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
| 1. | Interpretation. All capitalized terms used herein shall have the meanings assigned thereto in the Subscription Agreement, unless otherwise defined herein. |
| 2. | Amendments to Subscription Agreement. |
| a. | Recitals. The fourth recital in the Subscription Agreement is hereby amended and restated in its entirety as follows: |
WHEREAS, the Company is authorized to sell: (i) 25,000 Series J Securities in a series of transactions commencing September 11, 2015 and ending on the earlier of (A) the sale of 25,000 Series J Securities to purchasers designated by the Chief Executive Officer, Chief Financial Officer or Secretary of the Company or (B) March 27, 2017 and (ii) such number of additional Series J Securities as are purchased pursuant to Section 14 of each of the Series H Certificate of Designation, the Series I Certificate of Designation and the Series J Certificate of Designation as a result of the sale of the Series J Securities to be issued as described in clause (i) above (such issuances described in clause (i) and (ii) above being collectively referred to as the “Series J Securities Offering”);
| b. | Definitions. Section 6(a) is hereby amended to insert the following definition: |
“Amendment Effective Date” shall mean July 19, 2016.
“Series J Securities Offering” shall have the meaning set forth in the recitals.
| c. | Notices. The address set forth under “If to the Company” in Section 6(h) of the Subscription Agreement is hereby amended and restated in its entirety as follows: |
Lighting Science Group Corporation
1350 Division Road, Suite 204
West Warwick, RI 02893
Attention: Philip J. Ragona, General Counsel
Tel: (321) 779-5520
Fax: (321) 779-5521
Email: ***@***
| 3. | Except as specifically amended herein, the Subscription Agreement shall continue in full force and effect in accordance with its original terms. |
| 4. | This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Delivery of executed counterparts of this Amendment by telecopy or by e-mail transmission of an Adobe portable document file (also known as a “PDF” file) shall be effective as originals. This Amendment shall be governed by the internal laws of the State of New York. |
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the Amendment Effective Date.
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| COMPANY:
Lighting Science Group Corporation
By: /s/ Ed Bednarcik Name: Ed Bednarcik Title: Chief Executive Officer |
Signature Page to Amendment No. 1 to
Preferred Stock Subscription and Support Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the Amendment Effective Date.
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| PEGASUS FUND IV:
Pegasus Partners IV, L.P.
By: PEGASUS INVESTORS IV, L.P., its general partner
By: PEGASUS INVESTORS IV (GP), L.L.C., its general partner
By: /s/ Daniel Stencel Name: Daniel Stencel Title: Chief Financial Officer
PURCHASER:
LSGC Holdings III LLC
By: PEGASUS PARTNERS V, L.P., its sole member
By: PEGASUS INVESTORS V, L.P., its general partner
By: PEGASUS INVESTORS V (GP), L.L.C., its general partner
By: /s/ Daniel Stencel Name: Daniel Stencel Title: Chief Financial Officer |
Signature Page to Amendment No. 1 to
Preferred Stock Subscription and Support Agreement
