Revolution Lighting Technologies, Inc. Sample Contracts

Revolution Lighting Technologies, Inc. – PROMISSORY NOTE (February 14th, 2019)

The unpaid principal amount of this Note shall bear interest from and after the date of this Note at a rate per annum which is at all times equal to the greater of (i) the One Month LIBOR Rate (hereinafter defined) then in effect plus three hundred seventy five (375) basis points (3.75%) or (ii) the current applicable interest rate under, and in accordance with the terms in, that certain Loan and Security Agreement by and between Maker, Bank of America, N.A. and others dated as of August 20, 2014, as the same has been and may in the future be amended, restated, supplemented or otherwise modified (the “BOA Loan Agreement”), including without limitation any default rate applicable thereunder as and when permitted to be imposed by Bank of America, N.A. (for the avoidance of doubt, if the BOA Termination (as defined below) has occurred, then this rate is determined to be zero), plus one hundred (100) basis points (1.00%) (the “Bank-Related Rate”). Interest hereunder will be calculated base

Revolution Lighting Technologies, Inc. – AMENDMENT TO FORBEARANCE AGREEMENT AND FIFTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (February 7th, 2019)

THIS AMENDMENT TO FORBEARANCE AGREEMENT AND FIFTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of this 7th day of February, 2019 by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“RLT”), LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liability company (“LIT”), TRI-STATE LED DE, LLC, a Delaware limited liability company (“Tri-State”), VALUE LIGHTING, LLC, a Delaware limited liability company (“Value Lighting”), ALL AROUND LIGHTING, L.L.C., a Texas limited liability company (“All Around”), ENERGY SOURCE, LLC, a Rhode Island limited liability company (“Energy Source”), REVOLUTION LIGHTING – E-LIGHTING, INC., a Delaware corporation (“RLT-E-Lighting”), SEESMART, LLC, a Delaware limited liability company (“Seesmart”), and TNT ENERGY, LLC, a Massachusetts limited liability company (“TNT Energy”, and together with RLT, LIT, Tri-State, Value Lighting, All Around, Energy Source, RLT-E-Lighting, and Seesmart, singly and collecti

Revolution Lighting Technologies, Inc. – PROMISSORY NOTE (January 18th, 2019)

The unpaid principal amount of this Note shall bear interest from and after the date of this Note at a rate per annum which is at all times equal to the greater of (i) the One Month LIBOR Rate (hereinafter defined) then in effect plus three hundred seventy five (375) basis points (3.75%) or (ii) the current applicable interest rate under, and in accordance with the terms in, that certain Loan and Security Agreement by and between Maker, Bank of America, N.A. and others dated as of August 20, 2014, as the same has been and may in the future be amended, restated, supplemented or otherwise modified (the “BOA Loan Agreement”), including without limitation any default rate applicable thereunder as and when permitted to be imposed by Bank of America, N.A. (for the avoidance of doubt, if the BOA Termination (as defined below) has occurred, then this rate is determined to be zero), plus one hundred (100) basis points (1.00%) (the “Bank-Related Rate”). Interest hereunder will be calculated base

Revolution Lighting Technologies, Inc. – PROMISSORY NOTE (December 11th, 2018)

The unpaid principal amount of this Note shall bear interest from and after the date of this Note at a rate per annum which is at all times equal to the greater of (i) the One Month LIBOR Rate (hereinafter defined) then in effect plus three hundred seventy five (375) basis points (3.75%) or (ii) the current applicable interest rate under, and in accordance with the terms in, that certain Loan and Security Agreement by and between Maker, Bank of America, N.A. and others dated as of August 20, 2014, as the same has been and may in the future be amended, restated, supplemented or otherwise modified (the “BOA Loan Agreement”), including without limitation any default rate applicable thereunder as and when permitted to be imposed by Bank of America, N.A. (for the avoidance of doubt, if the BOA Termination (as defined below) has occurred, then this rate is determined to be zero), plus one hundred (100) basis points (1.00%) (the “Bank-Related Rate”). Interest hereunder will be calculated base

Revolution Lighting Technologies, Inc. – FORBEARANCE AGREEMENT AND FOURTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (November 26th, 2018)

THIS FORBEARANCE AGREEMENT AND FOURTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of this 21st day of November, 2018 by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“RLT”), LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liability company (“LIT”), TRI-STATE LED DE, LLC, a Delaware limited liability company (“Tri-State”), VALUE LIGHTING, LLC, a Delaware limited liability company (“Value Lighting”), ALL AROUND LIGHTING, L.L.C., a Texas limited liability company (“All Around”), ENERGY SOURCE, LLC, a Rhode Island limited liability company (“Energy Source”), REVOLUTION LIGHTING – E-LIGHTING, INC., a Delaware corporation (“RLT-E-Lighting”), SEESMART, LLC, a Delaware limited liability company (“Seesmart”), and TNT ENERGY, LLC, a Massachusetts limited liability company (“TNT Energy”, and together with RLT, LIT, Tri-State, Value Lighting, All Around, Energy Source, RLT-E-Lighting, and Seesmart, singly and collectively, joint

Revolution Lighting Technologies, Inc. – THIRTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (November 26th, 2018)

THIS THIRTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, (this “Thirteenth Amendment”) is made as of this 31st day of July, 2018 by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“RLT”), LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liability company (“LIT”), RELUME TECHNOLOGIES, LLC, a Delaware limited liability company (“Relume”), TRI-STATE LED DE, LLC, a Delaware limited liability company (“Tri-State”), VALUE LIGHTING, LLC, a Delaware limited liability company (“Value Lighting”), ALL AROUND LIGHTING, L.L.C., a Texas limited liability company (“All Around”), ENERGY SOURCE, LLC, a Rhode Island limited liability company (“Energy Source”), REVOLUTION LIGHTING – E-LIGHTING, INC., a Delaware corporation (“RLT-E-Lighting”), SEESMART, LLC, a Delaware limited liability company (“Seesmart”), and TNT ENERGY, LLC, a Massachusetts limited liability company (“TNT Energy”, and together with RLT, LIT, Relume, Tri-State, Value Lighting, All Around, Energy Sou

Revolution Lighting Technologies, Inc. – CONSOLIDATED PROMISSORY NOTE (November 26th, 2018)

This Note evidences term loans and advances that the Lenders have made to the Maker from time to time as set forth on the Schedule attached hereto. Maker and the Lenders hereby acknowledge and agree that all unpaid loans and advances made by Lenders and their affiliates to Maker and its subsidiaries on and prior to the date hereof are recorded in full on the Schedule attached hereto.

Revolution Lighting Technologies, Inc. – SECURITY AGREEMENT (November 26th, 2018)

This Security Agreement (this “Security Agreement”) is made this 21st day of November, 2018, by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation with its principal place of business located at 177 Broad Street, 12th Floor, Stamford, Connecticut 06901 (“Parent”) and each subsidiary of Parent party to this Security Agreement (together with Parent, each a “Grantor” and, collectively the “Grantors”) in favor of Aston Capital, LLC (“Aston Capital”), a Delaware limited liability company, as collateral agent (in such capacity, together with his successors and permitted assigns in such capacity, the “Agent”) for each of the Lenders (as defined below).

Revolution Lighting Technologies, Inc. – SUBORDINATION AND INTERCREDITOR AGREEMENT (November 26th, 2018)

THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of November 21, 2018, is made by (i) ROBERT V. LAPENTA a/k/a ROBERT LAPENTA, SR., an individual with a business address at 177 Broad Street, 12th Floor, Stamford, Connecticut 06901, solely in his capacity as a subordinated creditor hereunder (in such capacity, the “Individual Subordinated Creditor”), and (ii) ASTON CAPITAL, LLC, a Delaware limited liability company, solely in its capacity as a subordinated creditor hereunder (in such capacity, the “Company Subordinated Creditor”, and together with the Individual Subordinated Creditor, each a “Subordinated Creditor” and collectively the “Subordinated Creditors”), for the benefit of BANK OF AMERICA, N.A. (with its participants, successors and assigns, the “Lender”).

Revolution Lighting Technologies, Inc. – PROMISSORY NOTE (November 20th, 2018)

Revolution Lighting Technologies, Inc., a Delaware corporation (“Maker”), hereby promises to pay to the order of ROBERT V. LAPENTA, SR., an individual with a business address at 177 Broad Street, 12th Floor, Stamford, Connecticut 06901 (“Lender”), his heirs, successors and assigns, in lawful money of the United States of America, the sum of ONE MILLION DOLLARS ($1,000,000.00), made available to the Maker on the date hereof, together with accrued and unpaid interest thereon, at the rate or rates set forth below on July 20, 2020 (the “Maturity Date”).

Revolution Lighting Technologies, Inc. – PROMISSORY NOTE (November 14th, 2018)

Revolution Lighting Technologies, Inc., a Delaware corporation (“Maker”), hereby promises to pay to the order of ROBERT V. LAPENTA, SR., an individual with a business address at 177 Broad Street, 12th Floor, Stamford, Connecticut 06901 (“Lender”), his heirs, successors and assigns, in lawful money of the United States of America, the sum of NINE MILLION FIVE HUNDRED THOUSAND DOLLARS ($9,500,000.00), made available to the Maker in the principal amounts and dates as follows: (x) two million dollars ($2,000,000.00) on October 12, 2018, (y) two million five hundred thousand dollars ($2,500,000.00) on October 25, 2018, and (z) five million dollars ($5,000,000.00) on October 31, 2018, in each case, together with accrued and unpaid interest thereon, at the rate or rates set forth below on July 20, 2020 (the “Maturity Date”).

Revolution Lighting Technologies, Inc. – PROMISSORY NOTE (November 13th, 2018)

Revolution Lighting Technologies, Inc., a Delaware corporation (“Maker”), hereby promises to pay to the order of ROBERT V. LAPENTA, SR., an individual with a business address at 177 Broad Street, 12th Floor, Stamford, Connecticut 06901 (“Lender”), his heirs, successors and assigns, in lawful money of the United States of America, the sum of NINE MILLION FIVE HUNDRED THOUSAND DOLLARS ($9,500,000.00), made available to the Maker in the principal amounts and dates as follows: (x) two million dollars ($2,000,000.00) on October 12, 2018, (y) two million five hundred thousand dollars ($2,500,000.00) on October 25, 2018, and (z) five million dollars ($5,000,000.00) on October 31, 2018, in each case, together with accrued and unpaid interest thereon, at the rate or rates set forth below on July 20, 2020 (the “Maturity Date”).

Revolution Lighting Technologies, Inc. – EXCHANGE AGREEMENT (August 20th, 2018)

THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of August 3, 2018, is entered into by and among Revolution Lighting Technologies, Inc., a Delaware corporation (the “Company”) and Aston Capital, LLC, a Delaware limited liability company (“Aston”).

Revolution Lighting Technologies, Inc. – AMENDED AND RESTATED PROMISSORY NOTE (August 20th, 2018)

Revolution Lighting Technologies, Inc., a Delaware corporation (“Maker”), hereby promises to pay to the order of Aston Capital, LLC (“Lender”), its successors and assigns, in lawful money of the United States of America, the sum of FOURTEEN MILLION FIVE HUNDRED THIRTY TWO THOUSAND NINE HUNDRED SIXTY EIGHT DOLLARS AND EIGHTY EIGHT CENTS ($14,532,968.88), together with accrued and unpaid interest thereon, at the rate or rates set forth below on July 20, 2020 (the “Maturity Date”).

Revolution Lighting Technologies, Inc. – AMENDED AND RESTATED PROMISSORY NOTE (July 27th, 2017)

Revolution Lighting Technologies, Inc., a Delaware corporation (“Maker”), hereby promises to pay to the order of Aston Capital, LLC (“Lender”), its successors and assigns, in lawful money of the United States of America, the sum of NINE MILLION FIVE HUNDRED SIXTY FOUR THOUSAND NINE HUNDRED NINETY ONE DOLLARS AND SIXTY SIX CENTS ($9,564,991.66), together with accrued and unpaid interest thereon, at the rate or rates set forth below on April 1, 2019 (the “Maturity Date”).

Revolution Lighting Technologies, Inc. – TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (May 2nd, 2017)

THIS TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, (this “Twelfth Amendment”) is made as of this 12th day of April, 2017 by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“RLT”), LUMIFICIENT CORPORATION, a Minnesota corporation (“Lumificient”), LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liability company (“LIT”), SEESMART TECHNOLOGIES, LLC, a Delaware limited liability company (“Seesmart Tech”), RELUME TECHNOLOGIES, INC., a Delaware corporation (“Relume”). TRI-STATE LED DE, LLC, a Delaware limited liability company (“Tri-State”), VALUE LIGHTING, LLC, a Delaware limited liability company (“Value Lighting”), ALL AROUND LIGHTING, L.L.C., a Texas limited liability company (“All Around”). ENERGY SOURCE, LLC, a Rhode Island limited liability company (“Energy Source”), REVOLUTION LIGHTING – E-LIGHTING, INC., a Delaware corporation (“RLT-E-Lighting”), SEESMART, INC., a Delaware corporation (“Seesmart”), and TNT ENERGY, LLC, a Massachusetts limited

Revolution Lighting Technologies, Inc. – CONSENT AND TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND SEVENTH AMENDMENT TO PLEDGE AGREEMENT (March 9th, 2017)

THIS CONSENT AND TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND SEVENTH AMENDMENT TO PLEDGE AGREEMENT (this “Tenth Amendment”) is made as of this 3rd day of November, 2016 by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“RLT”), LUMIFICIENT CORPORATION, a Minnesota corporation (“Lumificient”), LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liability company (“LIT”), SEESMART TECHNOLOGIES, LLC, a Delaware limited liability company (“Seesmart Tech”), RELUME TECHNOLOGIES, INC., a Delaware corporation (“Relume”), TRI-STATE LED DE, LLC, a Delaware limited liability company (“Tri-State”), VALUE LIGHTING, LLC, a Delaware limited liability company (“Value Lighting”), ALL AROUND LIGHTING, L.L.C., a Texas limited liability company (“All Around”), ENERGY SOURCE, LLC, a Rhode Island limited liability company (“Energy Source”), REVOLUTION LIGHTING – E-LIGHTING, INC., a Delaware corporation (“RLT-E-Lighting”), SEESMART, INC., a Delaware corporation (“Seesm

Revolution Lighting Technologies, Inc. – AMENDED MANAGEMENT SERVICES AGREEMENT (March 9th, 2017)

THIS AGREEMENT (this “Agreement”) is entered into on January 5, 2017, by and between Aston Capital, LLC, a Delaware limited liability company (the “Consultant”) and Revolution Lighting Technologies, Inc., a Delaware corporation (including its subsidiaries, the “Company”).

Revolution Lighting Technologies, Inc. – REIMBURSEMENT AGREEMENT (February 1st, 2017)

This Reimbursement Agreement (this “Agreement”) is made as of January 26, 2017, by and among ROBERT V. LAPENTA (the “Limited Recourse Guarantor”), SEESMART, INC., a Delaware corporation (“Seesmart Inc.”), RELUME TECHNOLOGIES, INC., a Delaware corporation (“Relume”), TRI-STATE LED DE, LLC, a Delaware limited liability company (“Tri-State”), VALUE LIGHTING, LLC, a Delaware limited liability company (“Value DE”), ALL AROUND LIGHTING, L.L.C., a Texas limited liability company (“All Around”), REVOLUTION LIGHTING – E-LIGHTING, INC., a Delaware corporation (“RVL-E”), ENERGY SOURCE, LLC, a Rhode Island limited liability company (“Energy Source”), TNT ENERGY LLC, a Massachusetts corporation (“TNT Energy”), REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“Parent”), LUMIFICIENT CORPORATION, a Minnesota corporation (“Lumificient”), SEESMART TECHNOLOGIES, LLC, a Delaware limited liability company (“Seesmart LLC”), and LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liabil

Revolution Lighting Technologies, Inc. – ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, EIGHTH AMENDMENT TO PLEDGE AGREEMENT AND RATIFICATION OF GUARANTY (February 1st, 2017)

THIS ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, EIGHTH AMENDMENT TO PLEDGE AGREEMENT AND RATIFICATION OF GUARANTY (this “Eleventh Amendment”) is made as of this 26th day of January, 2017 by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“RLT”), LUMIFICIENT CORPORATION, a Minnesota corporation (“Lumificient”), LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liability company (“LIT”), SEESMART TECHNOLOGIES, LLC, a Delaware limited liability company (“Seesmart Tech”), RELUME TECHNOLOGIES, INC., a Delaware corporation (“Relume”), TRI-STATE LED DE, LLC, a Delaware limited liability company (“Tri-State”), VALUE LIGHTING, LLC, a Delaware limited liability company (“Value Lighting”), ALL AROUND LIGHTING, L.L.C., a Texas limited liability company (“All Around”), ENERGY SOURCE, LLC, a Rhode Island limited liability company (“Energy Source”), REVOLUTION LIGHTING – E-LIGHTING, INC., a Delaware corporation (“RLT-E-Lighting”), SEESMART, INC., a Delaware

Revolution Lighting Technologies, Inc. – CONSENT, JOINDER AND NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND SIXTH AMENDMENT TO PLEDGE AGREEMENT (May 9th, 2016)

THIS CONSENT, JOINDER AND NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND SIXTH AMENDMENT TO PLEDGE AGREEMENT (this “Ninth Amendment”) is made as of this 6th day of May, 2016 by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“RLT”), LUMIFICIENT CORPORATION, a Minnesota corporation (“Lumificient”), LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liability company (“LIT”), SEESMART TECHNOLOGIES, LLC, a Delaware limited liability company (“Seesmart Tech”), RELUME TECHNOLOGIES, INC., a Delaware corporation (“Relume”), TRI-STATE LED DE, LLC, a Delaware limited liability company (“Tri-State”), VALUE LIGHTING, LLC, a Delaware limited liability company (“Value Lighting”), ALL AROUND LIGHTING, L.L.C., a Texas limited liability company (“All Around”), ENERGY SOURCE, LLC, a Rhode Island limited liability company (“Energy Source”), REVOLUTION LIGHTING – E-LIGHTING, INC., a Delaware corporation (“RLT-E-Lighting”), SEESMART, INC., a Delaware corporation (“See

Revolution Lighting Technologies, Inc. – UNDERWRITING AGREEMENT (May 3rd, 2016)
Revolution Lighting Technologies, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG REVOLUTION LIGHTING TECHNOLOGIES – TNT ENERGY, LLC TNT ENERGY LLC TIMOTHY M. BLANCHARD AND THEODORE A. CARMONE, JR. DATED AS OF MAY 2, 2016 (May 2nd, 2016)

This Note shall, at the option of the holder, become immediately due and payable without notice or demand upon the occurrence of any of the following events (each, an “Event of Payment”): (a) commencement by the Maker of a voluntary proceeding seeking relief under any applicable bankruptcy, insolvency or other similar law, or seeking appointment of a trustee, receiver, liquidator or other similar official for the Maker, or consent to any of the foregoing by the Maker, or an assignment for the benefit of the creditors of the Maker; or (b) commencement of an involuntary proceeding against the Maker under any bankruptcy, insolvency or other similar law, or seeking appointment of a trustee, receiver, liquidator or other similar official for the Maker, which proceeding remains undismissed and unstayed for sixty (60) days, or entry of an order for relief against the Maker under federal bankruptcy law. For purposes of this Note, the term “Sale” shall mean the sale of all or substantially all

Revolution Lighting Technologies, Inc. – CONSENT AND SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND FIFTH AMENDMENT TO PLEDGE AGREEMENT (May 2nd, 2016)

THIS CONSENT AND SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND FIFTH AMENDMENT TO PLEDGE AGREEMENT (this “Seventh Amendment”) is made as of this 19th day of April, 2016 by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“RLT”), LUMIFICIENT CORPORATION, a Minnesota corporation (“Lumificient”), LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liability company (“LIT”), SEESMART TECHNOLOGIES, LLC, a Delaware limited liability company (“Seesmart Tech”), RELUME TECHNOLOGIES, INC., a Delaware corporation (“Relume”), TRI-STATE LED DE, LLC, a Delaware limited liability company (“Tri-State”), VALUE LIGHTING, LLC, a Delaware limited liability company (“Value Lighting”), ALL AROUND LIGHTING, L.L.C., a Texas limited liability company (“All Around”), ENERGY SOURCE, LLC, a Rhode Island limited liability company (“Energy Source”), and REVOLUTION LIGHTING – E-LIGHTING, INC., a Delaware corporation (“RLT-E-Lighting”), and SEESMART, INC., a Delaware corporation

Revolution Lighting Technologies, Inc. – REVOLUTION LIGHTING TECHNOLOGIES, INC. INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (May 2nd, 2016)

On May 2, 2016, Revolution Lighting Technologies – TNT Energy LLC (the “Acquisition Subsidiary”), a Delaware limited liability company and a wholly owned subsidiary of Revolution Lighting Technologies, Inc. (“Revolution” or the “Company”) entered into a membership interest purchase agreement (the “Acquisition Agreement”) with TNT Energy, LLC, a Massachusetts limited liability company (“TNT”), and Timothy M. Blanchard and Theodore A. Carmone Jr. (each a “Member” and collectively, the “Members”). Pursuant to the Acquisition Agreement, the Company, through the Acquisition Subsidiary will acquire all of the outstanding membership interests of TNT. The following unaudited pro forma condensed consolidated balance sheet as of December 31, 2015 and unaudited pro forma condensed consolidated statement of operations for the year then ended have been prepared to give pro forma effect to the acquisition, which is accounted for as a purchase, as if the acquisition and the related issuances of Revol

Revolution Lighting Technologies, Inc. – CONSENT AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND RATIFICATION OF GUARANTY (May 2nd, 2016)

THIS CONSENT AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND RATIFICATION OF GUARANTY (this “Eighth Amendment”) is made as of this 19th day of April, 2016 by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“RLT”), LUMIFICIENT CORPORATION, a Minnesota corporation (“Lumificient”), LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liability company (“LIT”), SEESMART TECHNOLOGIES, LLC, a Delaware limited liability company (“Seesmart Tech”), RELUME TECHNOLOGIES, INC., a Delaware corporation (“Relume”), TRI-STATE LED DE, LLC, a Delaware limited liability company (“Tri-State”), VALUE LIGHTING, LLC, a Delaware limited liability company (“Value Lighting”), ALL AROUND LIGHTING, L.L.C., a Texas limited liability company (“All Around”), ENERGY SOURCE, LLC, a Rhode Island limited liability company (“Energy Source”), REVOLUTION LIGHTING – E-LIGHTING, INC., a Delaware corporation (“RLT-E-Lighting”), and SEESMART, INC., a Delaware corporation (“Seesmart”, and

Revolution Lighting Technologies, Inc. – CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND FIRST AMENDMENT TO PLEDGE AGREEMENT (March 10th, 2016)

THIS CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND FIRST AMENDMENT TO PLEDGE AGREEMENT (this “Amendment”) is made as of this 29th day of September, 2014 by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“RLT”), LUMIFICIENT CORPORATION, a Minnesota corporation (“Lumificient”), LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liability company (“LIT”), SEESMART TECHNOLOGIES, LLC, a Delaware limited liability company (“Seesmart Tech”), RELUME TECHNOLOGIES, INC., a Delaware corporation (“Relume”), TRI-STATE LED DE, LLC, a Delaware limited liability company (“Tri-State”), and VALUE LIGHTING, LLC, a Delaware limited liability company (“Value Lighting”, and together with RLT, Lumificient, LIT, Seesmart Tech, Relume and Tri-State, singly and collectively, jointly and severally, “Borrowers” and each a “Borrower”), the Guarantors party hereto, and BANK OF AMERICA, N.A., a national banking association (“Lender”).

Revolution Lighting Technologies, Inc. – CONSENT, JOINDER AND SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND FOURTH AMENDMENT TO PLEDGE AGREEMENT (March 10th, 2016)

THIS CONSENT, JOINDER AND SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND FOURTH AMENDMENT TO PLEDGE AGREEMENT (this “Sixth Amendment”) is made as of this 27th day of October, 2015 by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“RLT”), LUMIFICIENT CORPORATION, a Minnesota corporation (“Lumificient”), LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liability company (“LIT”), SEESMART TECHNOLOGIES, LLC, a Delaware limited liability company (“Seesmart Tech”), RELUME TECHNOLOGIES, INC., a Delaware corporation (“Relume”), TRI-STATE LED DE, LLC, a Delaware limited liability company (“Tri-State”), VALUE LIGHTING, LLC, a Delaware limited liability company (“Value Lighting”), ALL AROUND LIGHTING, L.L.C., a Texas limited liability company (“All Around”), ENERGY SOURCE, LLC, a Rhode Island limited liability company (“Energy Source”), and REVOLUTION LIGHTING – E-LIGHTING, INC., a Delaware corporation (“RLT-E-Lighting”, and together with RLT, Lumificient,

Revolution Lighting Technologies, Inc. – THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (March 10th, 2016)

THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Third Amendment”) is made as of this 17th day of April, 2015 by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“RLT”), LUMIFICIENT CORPORATION, a Minnesota corporation (“Lumificient”), LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liability company (“LIT”), SEESMART TECHNOLOGIES, LLC, a Delaware limited liability company (“Seesmart Tech”), RELUME TECHNOLOGIES, INC., a Delaware corporation (“Relume”), TRI-STATE LED DE, LLC, a Delaware limited liability company (“Tri-State”), VALUE LIGHTING, LLC, a Delaware limited liability company (“Value Lighting”), and ALL AROUND LIGHTING, L.L.C., a Texas limited liability company (“All Around”, and together with RLT, Lumificient, LIT, Seesmart Tech, Relume, Tri-State and Value Lighting, singly and collectively, jointly and severally, “Borrowers” and each a “Borrower”), the Guarantors party hereto, and BANK OF AMERICA, N.A., a national banking associati

Revolution Lighting Technologies, Inc. – CONSENT AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (March 10th, 2016)

THIS CONSENT AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Fourth Amendment”) is made as of this 10th day of June, 2015 by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“RLT”), LUMIFICIENT CORPORATION, a Minnesota corporation (“Lumificient”), LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liability company (“LIT”), SEESMART TECHNOLOGIES, LLC, a Delaware limited liability company (“Seesmart Tech”), RELUME TECHNOLOGIES, INC., a Delaware corporation (“Relume”), TRI-STATE LED DE, LLC, a Delaware limited liability company (“Tri-State”), VALUE LIGHTING, LLC, a Delaware limited liability company (“Value Lighting”), and ALL AROUND LIGHTING, L.L.C., a Texas limited liability company (“All Around”, and together with RLT, Lumificient, LIT, Seesmart Tech, Relume, Tri-State and Value Lighting, singly and collectively, jointly and severally, “Borrowers” and each a “Borrower”), the Guarantors party hereto, and BANK OF AMERICA, N.A., a national bank

Revolution Lighting Technologies, Inc. – THIRD CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REVOLUTION LIGHTING TECHNOLOGIES, INC. (March 10th, 2016)

Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), Revolution Lighting Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

Revolution Lighting Technologies, Inc. – CONSENT, JOINDER AND FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND THIRD AMENDMENT TO PLEDGE AGREEMENT (March 10th, 2016)

THIS CONSENT, JOINDER AND FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND THIRD AMENDMENT TO PLEDGE AGREEMENT (this “Fifth Amendment”) is made as of this 5th day of August, 2015 by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“RLT”), LUMIFICIENT CORPORATION, a Minnesota corporation (“Lumificient”), LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liability company (“LIT”), SEESMART TECHNOLOGIES, LLC, a Delaware limited liability company (“Seesmart Tech”), RELUME TECHNOLOGIES, INC., a Delaware corporation (“Relume”), TRI-STATE LED DE, LLC, a Delaware limited liability company (“Tri-State”), VALUE LIGHTING, LLC, a Delaware limited liability company (“Value Lighting”), ALL AROUND LIGHTING, L.L.C., a Texas limited liability company (“All Around”), and ENERGY SOURCE, LLC, a Rhode Island limited liability company (“Energy Source”, and together with RLT, Lumificient, LIT, Seesmart Tech, Relume, Tri-State, Value Lighting, and All Around, singly and col

Revolution Lighting Technologies, Inc. – CONSENT, JOINDER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND SECOND AMENDMENT TO PLEDGE AGREEMENT (March 10th, 2016)

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