REVOLUTION LIGHTING TECHNOLOGIES, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [—], 20[—] Senior Debt SecuritiesIndenture • October 22nd, 2014 • Revolution Lighting Technologies, Inc. • Electric lighting & wiring equipment • New York
INDENTURE, dated as of [—], 20[—], among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and [ TRUSTEE ], as trustee (the “Trustee”):
EXHIBIT 10-7 WARRANT AGREEMENT WARRANT AGREEMENT, dated as of 31st day of March, 1997, by and between Super Vision International, Inc., a Delaware corporation (the "Company") and Brett M. Kingstone (the "Employee"). The Company desires to provide an...Warrant Agreement • August 14th, 1997 • Super Vision International Inc • Drawing & insulating of nonferrous wire • Delaware
LEASE -----Agreement • November 20th, 2001 • Super Vision International Inc • Drawing & insulating of nonferrous wire • Florida
UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2016 • 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 2,775,000 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 416,250 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the Offering. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context req
W I T N E S S E T H: - - - - - - - - - -Registration Rights Agreement • November 20th, 2001 • Super Vision International Inc • Drawing & insulating of nonferrous wire
SUPER VISION INTERNATIONAL, INC. STOCK PURCHASE AGREEMENT DATED AS OF NOVEMBER 23, 1998 CLASS A COMMON STOCK $.001 PAR VALUE TABLE OF CONTENTSStock Purchase Agreement • December 1st, 1998 • Super Vision International Inc • Drawing & insulating of nonferrous wire • Delaware
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • March 29th, 2006 • Super Vision International Inc • Drawing & insulating of nonferrous wire • Florida
THIS BUSINESS LOAN AGREEMENT dated February 10, 2006, is made and executed between Super Vision International, Inc. (“Borrower”) and RBC CENTURA BANK (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrowers representations, warranties, and agreements as set forth in this Agreement (B) the granting, renewing, or extending of any Loan by tender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
AGREEMENTAgreement • November 20th, 2001 • Super Vision International Inc • Drawing & insulating of nonferrous wire • New Jersey
LOCK-UP AGREEMENTLock-Up Agreement • June 22nd, 2009 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • Delaware
THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into on June 18, 2009 between each person set forth on Schedule A to this Agreement (each, a “Holder”) and Nexxus Lighting, Inc., a Delaware corporation (the “Company”).
Common Stock ($.001 par value per share) Underwriting AgreementNexxus Lighting, Inc. • November 24th, 2009 • Drawing & insulating of nonferrous wire • Massachusetts
COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • December 8th, 2006 • Super Vision International Inc • Drawing & insulating of nonferrous wire • Delaware
THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 7, 2006, by and among SUPER VISION INTERNATIONAL, INC., a Delaware corporation (the “Company”), with its principal executive offices located at 8210 Presidents Drive, Orlando, Florida 32809, and the purchasers (collectively, the “Purchasers” and each a “Purchaser”) set forth on Schedule 1 hereof, with regard to the following:
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • June 22nd, 2009 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • Delaware
THIS NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is entered into as of June 18, 2009, by and among NEXXUS LIGHTING, INC., a Delaware corporation and its subsidiaries (collectively, the “Company”), with its principal executive offices located at 124 Floyd Smith Drive, Suite 300, Charlotte, North Carolina 28262, and the purchasers (collectively, the “Purchasers” and each a “Purchaser”) set forth on Schedule 1 hereof, with regard to the following:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2015 • Revolution Lighting Technologies, Inc. • Electric lighting & wiring equipment • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 5, 2015, by and among Revolution Lighting Technologies, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 177 Broad Street, 12th Floor, Stamford, CT 06901, Great American Insurance Company, a corporation organized under the laws of the State of Ohio, with its principal offices at 301 East Fourth Street, Cincinnati, OH 45202 (“Great American”), Great American Life Insurance Company, a corporation organized under the laws of the State of Ohio, with its principal offices at 301 East Fourth Street, Cincinnati, OH 45202 (“Great American Life”), and BFLT, LLC, an Ohio limited liability company (“BFLT”, and together with Great American and Great American Life, the “Purchasers”). This Agreement is being entered into pursuant to the Investment Agreement dated as of the date hereof between the Company and the Purchasers (the “Investment Ag
COLLATERAL AGENT AGREEMENT dated as of June 18, 2009 by and among Nexxus Lighting, Inc. Jay Weil, as Collateral Agent and the Noteholders from time to time hereunderCollateral Agent Agreement • June 22nd, 2009 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • New York
This COLLATERAL AGENT AGREEMENT, dated as of June 18, 2009 (this “Agreement”), is entered into by and among Nexxus Lighting, Inc., a Delaware corporation (the “Company”), Jay Weil, as collateral agent (the “Collateral Agent”) and the undersigned holders of the Company’s Secured Promissory Notes Due January 2011 (the “Transaction Notes” or the “Notes”) (each such holder individually, a “Noteholder” and all such holders together with permitted assignees thereof, collectively, the “Noteholders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 16th, 2012 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) effective as of the day of , 2012, by and between Revolution Lighting Technologies, Inc., a Delaware corporation (the “Company”) and , a director and/or officer of the Company (the “Indemnitee”).
STOCK PLEDGE AND SECURITY AGREEMENTStock Pledge and Security Agreement • June 22nd, 2009 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • Delaware
THIS STOCK PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into effective as of the 18th day of June, 2009, by and between Nexxus Lighting, Inc., a Delaware corporation (the “Pledgor”) and Jay Weil, as collateral agent (“Collateral Agent”) for the secured parties (“the Secured Parties”) pursuant to that certain Collateral Agent Agreement, dated of even date herewith, among Pledgor, Collateral Agent and the Secured Parties (the “Collateral Agent Agreement”).
AMENDED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 9th, 2017 • Revolution Lighting Technologies, Inc. • Electric lighting & wiring equipment • New York
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”).
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • May 1st, 2008 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • Minnesota
This Employment and Non-Competition Agreement (this “Agreement”), is dated as of the 1st day of May, 2008 (the “Effective Date”) and is entered into by and between Nexxus Lighting, Inc., a Delaware corporation (“Employer”) and Zdenko Grajcar, an individual resident in the State of Minnesota (the “Employee”).
SETTLEMENT and LICENSE AGREEMENTSettlement and License Agreement • April 3rd, 2007 • Super Vision International Inc • Drawing & insulating of nonferrous wire • Massachusetts
THIS SETTLEMENT and LICENSE AGREEMENT (the “Agreement”) dated as of the 4th day of December 2006 (the “Effective Date”), is entered into between Color Kinetics Incorporated, a Delaware corporation (“CK” or “Color Kinetics”) and Super Vision International, Inc., a Delaware corporation (“SV” or “Super Vision”), (collectively the “parties”).
Exhibit A to Common Stock and Warrant Purchase Agreement FORM OF BASE WARRANTWarrant Purchase Agreement • December 8th, 2006 • Super Vision International Inc • Drawing & insulating of nonferrous wire • Delaware
SUPER VISION INTERNATIONAL, INC., a Delaware corporation (the “Company”), hereby certifies that ______________________________________, its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time commencing on the effective date (the “Effective Date”), which shall be the date of the Closing (as defined in the Common Stock and Warrant Purchase Agreement (the “Securities Purchase Agreement”), dated as of December 7, 2006, by and among the Company and the Purchasers listed on Schedule 1 thereto), and terminating on the fifth anniversary of such date (the “Termination Date”) up to _____________ shares (each, a “Share” and collectively the “Shares”) of the Company’s Class A Common Stock, $.001 par value per Share (the “Class A Common Stock”), at an exercise price per Share equal to Two Dollars and Twenty Three Cents ($2.23) (the “Exercise Price”). The number of Shares purchasable hereun
ContractRevolution Lighting Technologies, Inc. • August 6th, 2015 • Electric lighting & wiring equipment
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BY LENDER IN FAVOR OF BANK OF AMERICA, N.A., DATED AUGUST 5, 2015.
SETTLEMENT AND PATENT LICENSE AGREEMENTSettlement and Patent License Agreement • November 14th, 2012 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • New York
WHEREAS, Philips is in the business of making and selling LED-based luminaires and retrofit bulbs and has developed and acquired valuable technology and intellectual property rights for the control of such devices;
CONSENT AND TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND SEVENTH AMENDMENT TO PLEDGE AGREEMENTLoan and Security Agreement • March 9th, 2017 • Revolution Lighting Technologies, Inc. • Electric lighting & wiring equipment • New York
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
Exhibit A to Note and Warrant Purchase Agreement FORM OF SECURED PROMISSORY NOTENexxus Lighting, Inc. • June 22nd, 2009 • Drawing & insulating of nonferrous wire
THIS SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.
NEXXUS LIGHTING, INC. PREFERRED STOCK EXCHANGE AGREEMENTPreferred Stock Exchange Agreement • October 29th, 2009 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • Delaware
THIS PREFERRED STOCK EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2009 (the “Signing Date”), by and between Nexxus Lighting, Inc., a Delaware corporation (the “Company”), and each of the holders (individually, a “Shareholder,” and collectively, the “Shareholders”) of shares of the Company’s Series A Preferred Stock, $.001 par value per share (the “Series A Shares”) set forth on Schedule I hereto. The Company and the Shareholders are sometimes referred to herein individually as a “Party” or collectively as the “Parties.” Certain capitalized terms used herein are defined in Section 7.07 of this Agreement.
SEPARATION, TERMINATION AND RELEASE AGREEMENTSeparation, Termination and Release Agreement • March 27th, 2009 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • Minnesota
This Separation, Termination and Release Agreement (this “Agreement”) is made by and among Paul Streitz and his heirs, executors, administrators, successors, assigns and other personal representatives (“Streitz”), Streitz Properties, LLC, a Minnesota limited liability company (“Streitz Properties”), Nexxus Lighting, Inc., a Delaware corporation (“Nexxus”) and Advanced Lighting Systems, LLC, a Delaware limited liability company (“ALS”) and the affiliates, subsidiaries, parents, predecessors, successors and assigns of Streitz Properties, ALS and Nexxus. Streitz, Streitz Properties, Nexxus and ALS are sometimes collectively referred to herein as the “Parties.”
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, 2016Membership Interest Purchase Agreement • May 2nd, 2016 • Revolution Lighting Technologies, Inc. • Electric lighting & wiring equipment • Massachusetts
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
LEASE AGREEMENTLease Agreement • March 28th, 2008 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire
THIS LEASE AGREEMENT (this “Lease”) is made effective this 24th day of August, 2007, by and between Floyd Smith Office Park, LLC, as landlord (“Landlord”), and Nexxus Lighting, as tenant (“Tenant”).
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • January 30th, 2013 • Revolution Lighting Technologies, Inc. • Drawing & insulating of nonferrous wire • North Carolina
THIS SEPARATION AND GENERAL RELEASE AGREEMENT (this “Separation Agreement”) is entered into between MICHAEL A. BAUER, with an address at 2420 Spur Lane, Concord, NC 28027 (“Employee”) and REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (“Employer”). Employer, together with its past, present and future direct and indirect parent organizations, subsidiaries, affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and their official capacities), and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, in their individual and their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing, is collectively referred to in this Separation Agreement as the “Released Parties.”
FORM OF RESTRICTED SHARE AWARD AGREEMENT REVOLUTION LIGHTING TECHNOLOGIES, INC.Restricted Share Award Agreement • May 15th, 2013 • Revolution Lighting Technologies, Inc. • Drawing & insulating of nonferrous wire • Delaware
This Restricted Share Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Revolution Lighting Technologies, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
LIMITED LIABILITY COMPANY EQUITY INTEREST PLEDGE AND SECURITY AGREEMENTLimited Liability Company Equity Interest Pledge and Security Agreement • June 22nd, 2009 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • Delaware
THIS LIMITED LIABILITY COMPANY EQUITY INTEREST PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into effective as of the 18 day of June, 2009, by and between Nexxus Lighting, Inc., a Delaware corporation (the “Pledgor”) and Jay Weil, as collateral agent (“Collateral Agent”) for the secured parties (“the Secured Parties”) pursuant to that certain Collateral Agent Agreement, dated of even date herewith, among Pledgor, Collateral Agent and the Secured Parties (the “Collateral Agent Agreement”).
Exhibit B to Note and Warrant Purchase Agreement FORM OF WARRANTWarrant Purchase Agreement • June 22nd, 2009 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • Delaware
NEXXUS LIGHTING, INC., a Delaware corporation (the “Company”), hereby certifies that , its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time commencing on the effective date of this Warrant (the “Effective Date”), which shall be the date of the Closing (as defined in the Note and Warrant Purchase Agreement (the “Securities Purchase Agreement”), dated as of June 18, 2009, by and among the Company and the Purchasers listed on Schedule 1 thereto), and terminating on the third anniversary of the date of this Warrant (the “Termination Date”) up to shares (each, a “Share” and collectively the “Shares”) of the Company’s Common Stock, $.001 par value per Share (the “Common Stock”), at an exercise price per Share equal to Six Dollars and Forty Three Cents ($6.43) (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as prov
ContractAsset Purchase Agreement • October 28th, 2010 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • Delaware
ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of October 28, 2010 between Nexxus Lighting, Inc., a Delaware corporation (“Seller”) and Next Step Products, LLC, a Wyoming limited liability company (“Purchaser”). The Seller and the Purchaser are sometimes referred to herein as the “Parties.”
AGREEMENT AND PLAN OF MERGER BY AND AMONG REVOLUTION LIGHTING TECHNOLOGIES, INC., RELUME ACQUISITION COMPANY, INC., RELUME TECHNOLOGIES, INC., BERINGEA INVEST MICHIGAN LLC, as the Noteholder Representative AND THE NOTEHOLDERS NAMED HEREIN Dated as of...Agreement and Plan of Merger • August 15th, 2013 • Revolution Lighting Technologies, Inc. • Drawing & insulating of nonferrous wire • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2013 (this “Agreement”), by and among Revolution Lighting Technologies, Inc., a Delaware corporation (“Parent”), Relume Acquisition Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Relume Technologies, Inc., a Delaware corporation (the “Company”), Beringea Invest Michigan LLC, a Delaware limited liability company, as Noteholder Representative (“Noteholder Representative”), and the Persons listed on Schedule 1.1(a) (collectively, the “Noteholders”).
LOAN AND SECURITY AGREEMENT Dated as of August 20, 2014 REVOLUTION LIGHTING TECHNOLOGIES, INC., LUMIFICIENT CORPORATION LIGHTING INTEGRATION TECHNOLOGIES, LLC, SEESMART TECHNOLOGIES, LLC, RELUME TECHNOLOGIES, INC., TRI-STATE LED DE, LLC, and VALUE...Loan and Security Agreement • August 26th, 2014 • Revolution Lighting Technologies, Inc. • Drawing & insulating of nonferrous wire • New York
THIS LOAN AND SECURITY AGREEMENT is dated as of August 20, 2014, 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”).
