CONSENT AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND RATIFICATION OF GUARANTY

Exhibit 10.2

CONSENT AND EIGHTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

AND RATIFICATION OF GUARANTY

THIS CONSENT AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND RATIFICATION OF GUARANTY (this “Eighth Amendment”) is made as of this 19^th 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 together with RLT, Lumificient, LIT, Seesmart Tech, Relume, Tri-State, Value Lighting, All Around, Energy Source, and RLT-E-Lighting, singly and collectively, jointly and severally, “Borrowers” and each a “Borrower”), the Guarantors party hereto (each a “Guarantor” and collectively, jointly and severally, the “Guarantors”; and, together with the Borrowers, each an “Obligor” and collectively, jointly and severally, the “Obligors”), 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”); and

WHEREAS, pursuant to the terms and conditions of that certain Guaranty, dated as of August 20, 2014, made by the Guarantors in favor of the Lender and the Secured Parties (as amended, supplemented, modified and in effect, collectively, the “Guaranty”), the Guarantors have guaranteed the Guaranteed Obligations of the Borrowers under the Loan Agreement and the other Loan Documents.

WHEREAS, the Obligors have requested that the Lender agrees to the increase of the Revolver Commitment by $2,000,000, to a new maximum of $27,000,000 in the aggregate.

WHEREAS, the Lender is willing to so agree to the increase of the Revolver Commitment by $2,000,000, to a new maximum of $27,000,000 in the aggregate, subject to adjustments as set forth herein; provided that, inter alia, certain terms of the Loan 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. Agreement to Increase the Revolver Commitment. The Lender hereby agrees to the increase of the Revolver Commitment by $2,000,000, to a new maximum of $27,000,000 in the aggregate, subject to adjustments as set forth herein, 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. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:

““Pledged Cash Collateral: means all of Pledgor’s right, title and interest in and to the cash and other assets more particularly described in the Cash Collateral Pledge Agreement and which shall be under the sole dominion and control of the Lender. As of the Eighth Amendment Effective Date, the aggregate amount of Pledged Cash Collateral is $7,000,000.”

““Revolver Commitment: Lender’s obligation to make Revolver Loans and to issue Letters of Credit in an amount up to $27,000,000 in the aggregate, which amount shall automatically be reduced to $25,000,000 in the aggregate if Pledgor terminates Pledgor’s Guaranty pursuant to the terms and conditions thereof.”

““Eighth Amendment” means that certain Consent and Eighth Amendment to Loan and Security Agreement, dated as of April 19, 2016, by and among. the Obligors and the Lender.”

““Eighth Amendment Effective Date”: means April 19, 2016.”

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

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4. Post-Seventh Amendment Obligations. The Obligors hereby agree to satisfy the Post-Seventh Amendment Obligations (as defined in the Seventh Amendment), as determined by Lender in its sole discretion, by no later than May 2, 2016.

5. Post-Eighth Amendment Obligations. The Obligors hereby agree to deliver the following duly completed and executed items to the Lender by no later than April 22, 2016 (collectively the “Post-Eighth 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-Eighth Amendment Obligations shall constitute an Event of Default under the Loan Agreement:

6. 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.

7. Ratification of Guaranty. Except as specifically amended by this Amendment, all of the terms and conditions of the Guaranty shall remain in full force and effect. Although not necessary to effectuate this Amendment, the Guarantors hereby ratify, confirm and reaffirm, all and singular, each of the terms and conditions of the Guaranty, and each of the warranties and representations made by the Guarantors in the Guaranty. The Guarantors acknowledge, confirms and agree that the Guaranteed Obligations include, without limitation, those arising under the Loan Agreement, as amended by this Amendment, and any future modifications, amendments, substitutions or renewals thereof.

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.

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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 WAlVES 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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