THIRD AMENDMENT TO LOANAND SECURITY AGREEMENT

Exhibit 10.22(C)

THIRD AMENDMENT TO

LOAN AND SECURITY AGREEMENT

THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Third Amendment”) is made as of this 17^th 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 association (“Lender”).

W I T N E S S E T H:

WHEREAS, the Obligors 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, reference is made to the Lender’s April 14, 2015 correspondence to the Borrower Agent (the “ROR Letter”) pursuant to which, among other things, the Lender advised the Borrowers of the existence and continuation of certain Events of Default (the “Stated Events of Default”), and as a result thereof and in accordance with its rights under the Loan Agreement, implemented the Default Rate; and

WHEREAS, the Obligors and the Lender have agreed to enter into this Third Amendment to address the matters set forth in the ROR Letter.

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. Stated Events of Default. The Lender hereby agrees to waive the Stated Events of Default. The waiver of the Stated Events of Default is a one-time waiver only, and shall not be deemed to constitute an agreement by the Lender to waive any future breach of provisions of the Loan Agreement. Further, nothing contained herein shall be deemed to constitute a waiver of any other Event of Default, which may exist as of the date hereof.

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3. Default Rate. Interest accruing at the Default Rate is hereby waived retroactively from April 13, 2015; provided, however, the Lender reserves the right to implement the Default Rate in the future in accordance with its rights under the Loan Agreement.

4. April Overadvance. The Lender acknowledges and agrees that upon the effectiveness of this Third Amendment, the April Overadvance (as defined in the ROR Letter) shall have been eliminated.

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

“Borrowing Base: on any date of determination, an amount equal to the lesser of:

(a) the Revolver Commitment; or

(b) the sum of:

(i) 85% of the Value of Eligible Accounts; plus

(ii) the lesser of (A) 70% of the Value of Eligible Inventory; or (B) 85% of the NOLV Percentage of the Value of Eligible Inventory; plus

(iii) 100% of the Pledged Cash Collateral; minus

(iv) the Availability Reserve.”

“As of the Third Amendment Effective Date, the Pledgor is a non-recourse Guarantor to the extent set forth in Pledgor’s Guaranty dated as of the Third Amendment Effective Date.”

“Notwithstanding the foregoing, the Pledgor is not an Obligor.”

“For avoidance of doubt, the Cash Collateral Pledge Agreement and the Guaranty executed by the Pledgor constitute Security Documents.”

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“Borrower Agent has advised Lender that Borrowers intend to retain one (1) of the following four (4) financial consultants: (i) Stuart W. Noyes of Winter Harbor, LLC, (ii) Howard Gross of Richter Consulting, (iii) Harvey Mason, Jr. of Capstone Partners LLC, or (iv) Philip J. Gund of M. Marotta Gund & Dzera, LLC (the “Financial Consultant”) as Borrowers’ business and financial consultant with respect to Borrowers’ business operation by no later than May 1, 2015. Borrowers covenant and agree that Borrowers shall engage the Financial Consultant by no later than said date and shall continue to retain Financial Consultant, or such other financial consultant acceptable to Lender in Lender’s sole and exclusive discretion, so long as this Agreement is in effect or until December 31, 2015, provided that no Event of Default shall have occurred and be continuing. In connection with the foregoing, Borrowers:

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6. Post-Third 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 Third Amendment Effective Date (collectively the “Post-Third 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-Third Amendment Obligations shall constitute an Event of Default under the Loan Agreement:

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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 except for the Stated Events of Default, no other 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:

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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