Letter Agreement dated June 26, 2008



 Exhibit 10.9 
 NEXXUS LIGHTING, INC. 
 124 Floyd Smith Drive, Suite 300 
 Charlotte, North Carolina 28262 
 June 26, 2008 
 Zdenko Grajcar 
 Carey Burkett

 in care of Lumificient Corporation 
 8752 Monticello Lane N

 Maple Grove, Minnesota 55369 
 Dear Shareholders: 

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. 
 This letter, when
countersigned by you, shall confirm our agreement as follows: 
 1. The Purchaser Common Stock issued to the Shareholders as Initial Shares
and the Purchaser Common Stock which may be issued to the Shareholders as Earn-out Payments (the “Earn-out Shares”) will not result in such Shareholders (individually or together with any other person or entity with whom each such
Shareholder has identified, or will have identified, itself as part of a “group” in a public filing made with the Securities and Exchange Commission involving the Company’s securities) acquiring, or obtaining the right to acquire, in
excess of 19.999% of the outstanding shares of Common Stock or voting power of the Purchaser outstanding before the Closing. 
 2. In
connection with the transactions contemplated by the Stock Purchase Agreement, the Purchaser will not issue Purchaser Common Stock to the Shareholders in excess of 19.999% of the outstanding shares of Purchaser Common Stock or the voting power of
the Purchaser outstanding before the Closing (the “Threshold”) without first obtaining stockholder approval for such issuance. 
 3. If on any Payment Date, the delivery to the Shareholders of Earn-out Shares would result in the Purchaser issuing Purchaser Common Stock to the Shareholders in excess of the Threshold, (the “Excess Shares”), in lieu of
issuing the Excess Shares, the 








 
Purchaser may pay the Shareholders an amount equal to the value of the Excess Shares on such Payment Date. The value of the Excess Shares on the Payment Date
shall be equal to the number of Excess Shares to be delivered to the Shareholders multiplied by the closing sales price of the Purchaser Common Stock as reported by NASDAQ on the Payment Date. 
 4. Except as explicitly set forth herein, the Stock Purchase Agreement shall remain unmodified and in full force and effect. 
 5. This letter shall be governed by Delaware law, without regard to the conflicts of law principles thereof. 
  

			
	Very truly yours
	
	 NEXXUS LIGHTING, INC.,
 a Delaware
corporation

		
	By:	 	 /s/ Michael A. Bauer

	Name:	 	Michael A. Bauer
	Title:	 	President and Chief Executive Officer


 Agreed to this 26th day of June, 2008. 
  

	
	SHAREHOLDERS:
	
	 /s/ Zdenko Grajcar

	Zdenko Grajcar
	
	 /s/ Carey Burkett

	Carey Burkett