Stockholder Voting Agreement, dated as of October 4, 2007, by and between Lighting Science Group Corporation, LED Holdings, LLC and certain stockholders

Exhibit 4.4

STOCKHOLDER VOTING AGREEMENT

THIS STOCKHOLDER VOTING AGREEMENT (this "Agreement") is made, entered into, and effective as of October 4, 2007, by and among Lighting Science Group Corporation, a Delaware corporation ("LSG"), LED Holdings, LLC, a Delaware limited liability company ("LED"), and the persons listed on Schedule A to this Agreement (each, a "Stockholder" and, collectively, the "Stockholders").

WHEREAS, concurrently with the execution and delivery of this Agreement, LSG and LED are entering into that certain Exchange and Contribution Agreement (the "Exchange Agreement"), which provides, among other things, for the exchange of LSG Series B Preferred Stock (as defined in the Exchange Agreement) for the Acquired Assets (as defined in the Exchange Agreement), all on the terms and subject to the conditions set forth in the Exchange Agreement;

WHEREAS, as an inducement and a condition to entering into the Exchange Agreement, LED and the Stockholders have agreed to enter into this Agreement; and

WHEREAS, each capitalized term used herein but not otherwise defined shall have the meaning as set forth in the Exchange Agreement.

NOW, THEREFORE, in and as consideration of and for the foregoing premises and the representations, warranties, agreements, and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Voting. During the term of this Agreement, the Stockholders and LED agree to vote, or cause to be voted (at all meetings of stockholders of LSG and pursuant to all written consents in lieu of voting at a meeting), all shares of LSG's voting securities now or hereafter owned by them, whether beneficially or otherwise, or as to which they have voting power (the "Shares") in accordance with the provisions of this Agreement.
2. Board of Directors.

1. Voting. The Board of Directors of LSG (the "Board of Directors") shall consist of nine (9) directors. For as long as any shares of LSG Series B Preferred Stock are outstanding, each of the Stockholders and LED agree to vote, or cause to be voted, all Shares owned by such Person, in such a manner as may be necessary to elect as members of the Board of Directors the following individuals:

1. Four (4) persons designated by holders of a majority of the LSG Series B Preferred Stock (the "Series B Directors");
2. Four (4) persons designated by the Board of Directors, who initially shall be Ronald E. Lusk, Donald Harkleroad, Daryl Snadon, and Robert Bachman (the "Common Directors"); and
3. The Chief Executive Officer of LSG.

2. Vacancies. In the event that any Common Director is removed for cause, resigns or is otherwise unable or unwilling to serve as a director of LSG prior to the expiration of the term of such Common Director, the holders of the LSG Series B Preferred Stock will take such action necessary to cause the election or appointment of a replacement director designated by the remaining Common Directors to fill the vacancy and serve as a director of LSG for the unexpired term of such Common Director. In the event that any Series B Director is removed for cause, resigns or is otherwise unable or unwilling to serve as a director of LSG prior to the expiration of the term of such Series B Director, the holders of the LSG Series B Preferred Stock will take such action necessary to cause the election or appointment of a replacement director designated by the remaining Series B Directors to fill the vacancy and serve as a director of LSG for the unexpired term of such Series B Director.

3. Reasonable Efforts to Cooperate. Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, and/or advisable under applicable laws to consummate and make effective the transactions contemplated by this Agreement. Each party hereto shall promptly consult with the other parties hereto and provide any necessary information and material with respect to all filings made by any party hereto with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby.
4. Representations and Warranties of Each Stockholder. Each Stockholder and LED hereby represent and warrant, severally and not jointly, as follows:

1. Ownership of Shares. Such Stockholder or LED is the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning shall apply for all purposes of this Agreement) of, and have the sole power to vote and dispose of, the number of Shares set forth opposite the name of such Stockholder on Schedule A or LED on Schedule B hereto, free and clear of any security interests, liens, charges, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including, without limitation, any restriction on the right to vote, sell, or otherwise dispose of such Shares), except, in each case, as may exist by reason of this Agreement or pursuant to applicable law. The number of Shares set forth opposite the name of such Stockholder on Schedule A or LED on Schedule B hereto represents all of the shares of capital stock of LSG beneficially owned by such Stockholder or LSG as of the date of this Agreement. Except as permitted by this Agreement, the Shares beneficially owned by such Stockholder or LED, and the certificates representing such Shares are now, and at all times during the term hereof shall be, held by such Stockholder or LED, or by a nominee or custodian for the benefit of such Stockholder or LED, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever, except for any such liens or proxies arising hereunder.

2. Power; Binding Agreement. Such Stockholder or LED has the power and authority to enter into and perform all of such Stockholder's or LED's obligations under this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder or LED and, assuming due execution and delivery by, and enforceability against such Stockholder or LED, constitutes a legal, valid and binding agreement of such Stockholder or LED, enforceable against such Stockholder or LED in accordance with its terms, except as such enforcement may be limited by any equitable defense. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder or LED is a trustee,

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or any party to any other agreement or arrangement, whose consent is required for the execution and delivery of this Agreement or the consummation by such Stockholder or LED of the transactions contemplated thereby.

3. Consents; No Conflicts. No filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by such Stockholder or LED, the consummation by such Stockholder or LED of the transactions contemplated hereby and the compliance by such Stockholder or LED with the provisions hereof and none of the execution and delivery of this Agreement by such Stockholder or LED, the consummation by such Stockholder or LED of the transactions contemplated hereby or compliance by such Stockholder or LED with any of the provisions hereof, except in cases in which any conflict, breach, default or violation described below would not interfere with the ability of such Stockholder or LED to perform such Stockholder's or LED's obligations hereunder, shall (i) conflict with or result in any breach of any organizational documents applicable to LED, (ii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, stockholders agreement or voting trust, to which such Stockholder or LED is a party or by which such Stockholder or LED or any properties or assets of such Stockholder or LED may be bound, or (iii) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Stockholder or LED or any properties or assets of such Stockholder or LED.

5. Termination. This Agreement shall terminate upon the second (2^nd) anniversary of the Closing.
6. No Limitation. Notwithstanding any other provision hereof, nothing in this Agreement shall be construed to prohibit any Stockholder that is or has been designated as a member of the Board of Directors, or any designee of LED to the Board of Directors, from taking any action solely in his or her capacity as a member of the Board of Directors or from exercising his or her fiduciary duties as a member of such Board of Directors.
7. Miscellaneous.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Stockholder Voting Agreement effective as of the date first written above.

SCHEDULE A

SCHEDULE B