Exhibit B to Note and Warrant Purchase Agreement FORM OF WARRANTWarrant 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
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”).
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:
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”).
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”).
Exhibit A to Note and Warrant Purchase Agreement FORM OF SECURED PROMISSORY NOTESecured Promissory Note • June 22nd, 2009 • 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.
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”).
SECURITY AGREEMENTSecurity Agreement • June 22nd, 2009 • Nexxus Lighting, Inc. • Drawing & insulating of nonferrous wire • Delaware
THIS AGREEMENT is made as of June 18, 2009 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.
