UNDERWRITING AGREEMENTUnderwriting Agreement • November 26th, 2014 • Revolution Lighting Technologies, Inc. • Electric lighting & wiring equipment • New York
Revolution Lighting Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell (the “Offering”) to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), an aggregate of 8,000,000 authorized but unissued shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”). The Company has granted the Underwriters the option to purchase an aggregate of up to 1,200,000 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the Offering.
EXCHANGE AGREEMENTExchange Agreement • November 26th, 2014 • Revolution Lighting Technologies, Inc. • Electric lighting & wiring equipment
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of November 25, 2014 (the “Effective Date”), is entered into by and among Revolution Lighting Technologies, Inc., a Delaware corporation (the “Company”) and RVL 1 LLC, a Delaware limited liability company (the “Holder”).
