Lighting Science Group Privately Places Common Stock at $4.00 per Share

SATELLITE BEACH, Fla., May 17, 2011 /PRNewswire/ -- Lighting Science Group Corporation (OTCBB: LSCG), a leading American maker of LED lighting, received gross commitments, before deducting placement agent commissions and certain legal fees, of $33 million for the private sale of shares of its common stock.  The Company sold all of the shares in the private placement at a purchase price of $4.00 per share subject to price protection in connection with a qualified public offering of its securities within the next 12 months.

Geveran Investments, Ltd. committed to purchase 6,250,000 shares and Al Bawardi Enterprises LLC committed to purchase 387,500 shares of Lighting Science Group common stock in off-shore offerings pursuant to Regulation S of the Securities Act of 1933, as amended, for an aggregate gross purchase price of $26.55 million.

In addition, LSGC Holdings II LLC ("Holdings II"), an affiliate of LSGC Holdings LLC ("Holdings"), Lighting Science Group's largest stockholder, purchased 1,635,800 shares of Lighting Science Group common stock for a purchase price of $6.54 million.  Holdings II funded its purchase by converting the $6.54 million outstanding balance on the demand note issued to it by Lighting Science Group.  Holdings and Holdings II are each controlled by affiliates of Pegasus Capital Advisors, L.P. ("Pegasus Capital").  In addition, the Company has extended to Holdings the right to purchase an additional 3,750,000 shares on the same terms until June 15, 2011.  Subject to the negotiation and execution of definitive documentation between Holdings and its prospective third party investor, Holdings has indicated to the Company that it intends to purchase such additional shares.

"We have some of the most advanced and affordable LED lighting products in the world," said Jim Haworth, Chief Executive Officer of Lighting Science Group. "The proceeds from these offerings will help us continue our market expansion strategy and rapid sales growth."

The securities were offered to Holdings and Holdings II pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, and the safe harbors for sales provided by Regulation D thereunder.  The securities issued to Geveran Investments, Ltd. and Al Bawardi Enterprises LLC cannot be resold except in compliance with Regulation S or pursuant to another applicable exemption from registration.

About Lighting Science

Lighting Science Group Corporation (OTCBB: LSCG) designs, develops, manufactures and markets LED lighting solutions that are environmentally friendlier and more energy efficient than traditional lighting products.  Lighting Science Group offers retrofit LED lamps in form factors that match the form factor of traditional lamps or bulbs and LED luminaires for a range of applications including public and private infrastructure for both indoor and outdoor applications.  Lighting Science Group's Advanced Projects Group business unit designs, develops and manufactures custom LED lighting solutions for architectural and artistic projects.  Lighting Science Group is headquartered in Satellite Beach, Florida; the Company's European operations are based in Goes, The Netherlands; and, the Company has a sales office in Sydney, Australia.  Lighting Science Group employs approximately 600 workers building lighting products from domestic and imported parts.  Lighting Science Group is a Pegasus Capital portfolio company.  More information about Lighting Science Group is available at www.lsgc.com.

Forward Looking Statements Certain statements in this press release may constitute "forward-looking statements" made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.  These statements include, but are not limited to, statements concerning the performance of LSCG and its products and/or use terminology such as "anticipate," "assume," "believe," "estimate," "expect," "goal," "intend," "plan," "project," "seek," "target" and variations of such words and similar expressions.  Such statements reflect the current view of LSCG with respect to future events and are subject to certain risks, uncertainties and assumptions.  Known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those contemplated by these statements.  In evaluating these statements, you should carefully review the risk factors detailed under "Risk Factors" in our most recent filings with the Securities and Exchange Commission that may cause our actual results to differ materially from these forward-looking statements.  

SOURCE Lighting Science Group Corporation