CONSENT, JOINDER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND SECOND AMENDMENT TO PLEDGE AGREEMENT

Exhibit 10.22(B)

CONSENT, JOINDER AND SECOND AMENDMENT TO

LOAN AND SECURITY AGREEMENT

AND SECOND AMENDMENT TO PLEDGE AGREEMENT

THIS CONSENT, JOINDER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND FIRST AMENDMENT TO PLEDGE AGREEMENT (this “Second Amendment”) is made as of this 19^th day of December, 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”), 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 association (“Lender”).

W I T N E S S E T H:

WHEREAS, the Obligors (other than All Around and Break One Nine, Inc., a Texas corporation (“Break One”)) and the Lender are parties to a certain Loan and Security Agreement, dated as of August 20, 2014 (as amended, modified, supplemented or restated and in effect from time to time, collectively, the “Loan Agreement”);

WHEREAS, the Obligors (other than All Around and Break One) and the Lender are parties to a certain Pledge Agreement, dated as of August 20, 2014 (as amended, modified, supplemented or restated and in effect from time to time, collectively, the “Pledge Agreement”);

WHEREAS, the Obligors (other than All Around and Break One) have advised the Lender that simultaneously with the execution of this Amendment, the Obligors intend to consummate the All Around Merger (as defined below);

WHEREAS, pursuant to the terms and conditions of the Loan Agreement, the Pledge Agreement and the other Loan Documents, the Obligors (other than All Around and Break One) must obtain the written approval of the Lender prior to consummating the All Around Merger; and

WHEREAS, the Lender is willing to so consent to the All Around Merger and the joinder of All Around and Break One, provided that, inter alia, certain terms of the Loan Agreement and the Pledge Agreement are modified as set forth below.

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NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Obligors and the Lender agree as follows:

1. Capitalized Terms. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Loan Agreement.

2. Consent to the All Around Merger. The Obligors hereby represent and warrant to the Lender that RLT, Revolution Lighting – All Around, Inc., a Delaware corporation (“Merger Sub”), All Around, Break One and certain other shareholder parties are entering into that certain Agreement and Plan of Merger and Reorganization (the “All Around Merger Agreement”), whereas the Merger Sub will be merged into Break One (with Break One being the successor to the Merger Sub), and Break One will become a wholly-owned subsidiary of RLT, with Break One remaining the sole member of All Around (collectively, the “All Around Merger”). The Obligors further represent and warrant to the Lender that attached to this Second Amendment as Exhibit “A” are true and complete copies of (A) the All Around Merger Agreement and (B) Disclosure Schedules to the All Around Merger Agreement (collectively, the “Material Transaction Documents”). The Lender hereby consents to the All Around Merger, provided that each of the Conditions Precedent to Effectiveness set forth in Section 10 hereof shall be satisfied, all as determined by the Lender in its sole reasonable discretion.

3. Joinder; Grant of Security Interest. Effective as of the Second Amendment Effective Date, All Around and Break One each hereby:

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4. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:

““Guarantors”: Seesmart, Envirolight, Sentinel, Value Lighting Houston, and Break One, and each Borrower as to each other Borrower, and each other Person that guarantees payment or performance of Obligations.”

““Material Contract”: any agreement or arrangement to which an Obligor is party (other than the Loan Documents) (a) that is deemed to be a material contract under any securities law applicable to such Person, including the Securities Act of 1933; (b) for which breach, termination, nonperformance or failure to renew would reasonably be expected to have a Material Adverse Effect; (c) that relates to Subordinated Debt, or to Permitted Debt in an aggregate amount of $250,000 or more, (d) the Tri-State Agreement, (e) the Value Lighting Merger Agreement, and (f) the All Around Merger Agreement.”

““All Around Merger”: as defined in the Second Amendment.”

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““All Around Closing Consideration” means “Closing Consideration” as that term is defined in Section 1.6(b) of the All Around Merger Agreement in effect on the Second Amendment Effective Date, which Closing Consideration is $940,000, subject to the adjustments, if any, as set forth in the All Around Merger Agreement in effect on the Second Amendment Effective Date.”

““All Around Payment Conditions”: means the following conditions with respect to any payment in cash of (i) adjustments, if any, to the All Around Closing Consideration required to be paid after the Second Amendment Effective Date to the Shareholders (as that term is defined in the All Around Merger Agreement) pursuant to the terms and conditions of the All Around Merger Agreement, (ii) any All Around Earnout Payments, and (iii) any All Around Parent Shares Consideration:

(a) before and after giving effect to such payment, no Event of Default shall have occurred and be continuing;

(b) before and after giving effect to such payment, Availability shall be no less than $5,000,000; and

(c) after giving effect to such payment, the proforma Fixed Charge Coverage shall be at least 1.25 to 1.0.”

““All Around Earnout Payments”: means the “Earnout Consideration” as that term is defined in Section 1.6(c) of the All Around Merger Agreement in effect on the Second Amendment Effective Date required to be paid to the Shareholders (as that term is defined in the All Around Merger Agreement) pursuant to the terms and conditions of the All Around Merger Agreement.”

““All Around Merger Agreement”: as defined in the Second Amendment.”

““All Around Parent Shares Consideration” means “Parent Shares Consideration” as that term is defined in Section 1.6(d) of the All Around Merger Agreement in effect on the Second Amendment Effective Date.”

““Material Transaction Documents”: as defined in the Second Amendment.”

““Post-Second Amendment Obligations”: as defined in the Second Amendment.”

““Second Amendment” means that certain Consent, Joinder and Second Amendment to Loan and Security Agreement and Second Amendment to Pledge Agreement, dated as of December 19, 2014, by and among the Obligors and the Lender.”

““Second Amendment Effective Date”: means December 19, 2014.”

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“(j) any adjustments to the All Around Closing Consideration required to be paid in cash after the Second Amendment Effective Date to the Shareholders (as that term is defined in the All Around Merger Agreement) pursuant to the terms and conditions of the All Around Merger Agreement, unless the Borrower Agent has certified to Lender within five (5) Business Days prior to the making of such payment, that the All Around Payment Conditions have been and will continue to be satisfied;

(k) All Around Earnout Payments in cash, unless the Borrower Agent has certified to Lender within five (5) Business Days prior to the making of such payment, that the All Around Payment Conditions have been and will continue to be satisfied; and

(l) All Around Parent Shares Consideration in cash, unless the Borrower Agent has certified to Lender within five (5) Business Days prior to the making of such payment, that the All Around Payment Conditions have been and will continue to be satisfied.”

5. Amendments to Pledge Agreement. The Pledge Agreement is hereby amended as follows:

6. Post-Second Amendment Obligations. The Obligors hereby agree to deliver the following duly completed and executed items to the Lender by no later than thirty (30) days after the Second Amendment Effective Date (collectively the “Post-Second Amendment Obligations”), all in the form and substance reasonably satisfactory to the Lender, and the Obligors further agree that any failure by the Obligors to duly and timely comply with the Post-Second Amendment Obligations shall constitute an Event of Default under the Loan Agreement; provided that the Obligors expressly acknowledge and agree that no Accounts or Inventory of All Around and/or Break One can be deemed to be Eligible Accounts or Eligible Inventory (even if so otherwise qualified as Eligible Accounts or Eligible Inventory as determined by the Lender in accordance with the terms and conditions of the Loan Agreement) until each of the Post-Second Amendment Obligations are satisfied:

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7. Ratification of Loan Documents. Except as specifically amended by this Amendment, all of the terms and conditions of the Loan Agreement and of each of the other Loan Documents shall remain in full force and effect. The Obligors hereby ratify, confirm, and reaffirm all of the representations, warranties and covenants contained therein. Further, the Obligors warrant and represent that no Event of Default exists, and nothing contained herein shall be deemed to constitute a waiver by the Lender of any Event of Default which may nonetheless exist as of the date hereof.

8. Breach. Without limiting the provisions of the Loan Documents, a breach of any agreement, covenant, warranty, representation or certification of the Obligors under this Amendment and/or the failure of the Obligors to perform its obligations under this Amendment shall constitute an Event of Default under the Loan Agreement.

9. Waiver. Each Obligor acknowledges, confirms and agrees that it has no claims, counterclaims, offsets, defenses or causes of action against the Lender with respect to amounts outstanding under the Loan Agreement or otherwise. To the extent such claims, counterclaims, offsets, defenses and/or causes of actions should exist, whether known or unknown, at law or in equity, each Obligor hereby WAIVES same and RELEASES the Lender from any and all liability in connection therewith.

10. Conditions Precedent to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the sole satisfaction of the Lender:

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11. Miscellaneous.

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IN WITNESS WHEREOF, the parties have executed this Amendment as a sealed instrument by their respective duly authorized officers.

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