Exhibit B to Note and Warrant Purchase Agreement FORM OF WARRANTWarrant Agreement • July 2nd, 2008 • 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 (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 26, 2008, by and among the Company and the Purchasers listed on Schedule 1 thereto), and terminating on the third anniversary of such date (the “Termination Date”) up to shares (each, a “Share” and collectively the “Shares”) of the Company’s Common Stock, $.001 par value per Share (the “Common Stock”), at an exercise price per Share equal to ($ ) (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof. Capitalized terms used and not otherwise d
LOCK-UP AGREEMENTLock-Up Agreement • July 2nd, 2008 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • Delaware
THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into on June 26, 2008 between each person set forth on Schedule A to this Agreement (each, a “Holder”) and Nexxus Lighting, Inc., a Delaware corporation (the “Company”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • July 2nd, 2008 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • Delaware
THIS NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is entered into as of June 26, 2008, 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:
COLLATERAL AGENT AGREEMENT dated as of June 26, 2008 by and among Nexxus Lighting, Inc. Jay Weil, as Collateral Agent and the Noteholders from time to time hereunderCollateral Agent Agreement • July 2nd, 2008 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • New York
This COLLATERAL AGENT AGREEMENT, dated as of June 26, 2008 (this “Agreement”), is entered into by and among Nexxus Lighting, Inc., a Delaware corporation (the “Company”), Jay Weil, as collateral agent (the “Agent”) and undersigned holders of the Company’s Secured Promissory Notes Due December 2009 (the “Transaction Notes”) (each such holder individually, a “Noteholder” and all such holders together with permitted assignees thereof, collectively, the “Noteholders”).
STOCK PLEDGE AND SECURITY AGREEMENTStock Pledge and Security Agreement • July 2nd, 2008 • 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 26th day of June, 2008, 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”).
LIMITED LIABILITY COMPANY EQUITY INTEREST PLEDGE AND SECURITY AGREEMENTLimited Liability Company Equity Interest Pledge and Security Agreement • July 2nd, 2008 • 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 26th day of June, 2008, 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”).
NEXXUS LIGHTING, INC. Charlotte, North Carolina 28262 June 26, 2008Stock Purchase Agreement • July 2nd, 2008 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire
Reference is made to the Stock Purchase Agreement dated as of April 30, 2008 (the “Stock Purchase Agreement”) by and among Lumificient Corporation, a Minnesota corporation (the “Company”), the shareholders of the Company listed on Schedule I thereto (the “Shareholders”) and Nexxus Lighting, Inc., a Delaware corporation (the “Purchaser”). Among other things, under the terms of the Stock Purchase Agreement, the Shareholders received total cash consideration of $1.1 million (subject to a $200,000 indemnity Holdback Amount), an aggregate of 475,000 shares of the Purchaser’s Common Stock and, based upon certain future earn-out formulations (“Earn-out Payments”), may receive up to an aggregate of 1,725,000 additional shares of the Purchaser’s Common Stock. Capitalized terms used in this letter and not defined shall have the same meanings ascribed to such terms in the Stock Purchase Agreement.
SECURITY AGREEMENTSecurity Agreement • July 2nd, 2008 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • Delaware
THIS AGREEMENT is made as of June 26, 2008 between NEXXUS LIGHTING, INC., as debtor, a Delaware corporation (“Debtor”), and Jay Weil, as collateral agent (“Collateral Agent”) for the secured parties (“Secured Parties”) pursuant to that certain Collateral Agent Agreement (the “Collateral Agent Agreement”) dated as of the date hereof among Debtor, Collateral Agent and Secured Parties.
Exhibit A to Note and Warrant Purchase Agreement FORM OF SECURED PROMISSORY NOTESecured Promissory Note • July 2nd, 2008 • Nexxus Lighting, Inc. • 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.
