Lighting Science Group Corporation and its subsidiary, LSG MLS JV Holdings Inc., entered into an operating agreement with MLS Co. Ltd. relating to the formation of Global Value Lighting, LLC on March 20, 2017. Pursuant to the License Agreement, the company granted GVL a royalty-free, non-exclusive, non-transferrable license in and to substantially all of the company’s patent portfolio and a royalty-free, non-exclusive, non-transferrable license in and to one trademark of the company, in each case, for use in the Business. The company owns and retains, and will continue to own and retain, all right, title and interest in and to the Licensed Assets. Under the License Agreement, GVL has the right, in its sole discretion, to appoint third parties to manufacture, promote, distribute, market and sell private label LED products that are based on the licensed patents. Improvements, enhancements or modifications to the licensed patents under the License Agreement that are discovered, developed or acquired by GVL during the term of the License Agreement will be owned by GVL and will be licensed back to the company on a royalty-free, non-exclusive basis. Improvements, enhancements or modifications to the licensed patents under the License Agreement that are discovered, developed or acquired by the company during the term of the License Agreement will be owned by the company. The License Agreement will terminate on the earlier of the date that GVL is dissolved or liquidated pursuant to the Operating Agreement, LSG JV Holdings ceases to be a member of GVL pursuant to the Operating Agreement or a party terminates the License Agreement due to a material default by another party. Notwithstanding the foregoing, the term of the License Agreement may be extended for a period of 10 years in the event that LSG JV Holdings’ membership interest in GVL is repurchased following a material default by LSG JV Holdings of its obligations pursuant to the Operating Agreement or LSG JV Holdings elects to require the repurchase of its membership interest in GVL pursuant to the Operating Agreement. Upon termination of the License Agreement, any and all licenses granted by the company to GVL will immediately terminate, subject to certain exceptions.