EX-10.2



 Exhibit 10.2 

Execution Version 

AMENDED AND RESTATED PROMISSORY NOTE 
  

			
	$9,564,991.66	 	May 2, 2017

 Revolution Lighting Technologies, Inc., a Delaware corporation (“Maker”), hereby
promises to pay to the order of Aston Capital, LLC (“Lender”), its successors and assigns, in lawful money of the United States of America, the sum of NINE MILLION FIVE HUNDRED SIXTY FOUR THOUSAND NINE HUNDRED NINETY
ONE DOLLARS AND SIXTY SIX CENTS ($9,564,991.66), together with accrued and unpaid interest thereon, at the rate or rates set forth below on April 1, 2019 (the “Maturity Date”). 

The unpaid principal amount of this Promissory Note shall bear interest at a rate per annum equal to nine percent (9%), calculated on the
basis of a 365 day year and the actual number of days elapsed. All payments on this Promissory Note shall be applied first in payment of accrued interest and any remainder in payment of principal. If any interest is determined to be in excess of the
then legal maximum rate, then that portion of each interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of the obligations evidenced by this
Promissory Note. 
 The principal amount of this Promissory Note plus all accrued and unpaid interest thereon shall be payable in
full on the Maturity Date. 
 This Promissory Note may be prepaid in whole or in part at any time, together with all accrued and unpaid
interest thereon, without premium or penalty. 
 In the event that Maker (a) shall fail to pay when due (whether at maturity, by reason
of acceleration or otherwise) any principal of or interest on this Promissor Note, (b) assigns this Promissory Note or Maker’s obligations hereunder without the prior written consent of Lender or (c) shall have breached any
representation or warranty set forth herein, then Lender may declare all obligations (including without limitation, outstanding principal and accrued and unpaid interest thereon) under this Promissory Note to be immediately due and payable without
presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. In the event that (i) Maker shall (A) generally not, or shall become unable to, or shall admit in writing its inability to, pay
its debts as such debts become due; (B) make an assignment for the benefit of creditors; (C) apply for or consent to the appointment of a custodian, receiver, trustee, sequestrator, conservator or similar official for it or a substantial
part of its assets; (D) voluntarily commence any proceeding or file any petition seeking relief under any federal, state or foreign bankruptcy, insolvency, receivership, reorganization, arrangement, readjustment of debt, dissolution,
liquidation or similar law or statute, whether now or hereafter in effect; (E) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause
(ii) below; (F) file an answer admitting the material allegations of a petition filed against it in any such proceeding; or (G) take any action for the purpose of effecting any of the foregoing or (ii) an involuntary proceeding shall
be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (x) relief in respect of Maker, or of a substantial part of the property or assets of Maker, under any federal, state or foreign bankruptcy,
insolvency, receivership, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar law or statute, whether now or hereafter in effect, (y) the appointment of a custodian, receiver, trustee, sequestrator,
conservator or similar official for Maker or a substantial part of any Maker’s assets, or (z) the winding up or liquidation of Maker; and any such proceeding or petition contemplated under this clause (ii) shall continue undismissed
for a period of sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered, then, upon the occurrence of any event contemplated in clause (i) or (ii) above, without any further action or notice on the
part of Lender, all outstanding amounts under this Promissory Note shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Maker. 

Maker hereby waives presentment, demand, notice of dishonor, protest, notice of protest and all other demands, protests and notices in
connection with the execution, delivery, performance, collection and enforcement of this Promissor Note. The Maker shall pay all costs of collection when incurred, including reasonable attorneys’ fees, costs and expenses. 







 This Promissory Note shall be construed and interpreted in accordance with, and be governed by
the internal laws of, the State of Delaware, without regard to principles of conflict of laws. 
 This Promissory Note may only be amended,
modified or terminated by an agreement in writing signed by the party to be charged. This Promissory Note shall be binding upon the permitted successors and assigns of the Maker and inure to the benefit of the Lender and its successors, endorsees
and assigns. This Promissory Note shall not be transfened without the express written consent of Lender, provided that if Lender consents to any such transfer or if notwithstanding the foregoing such a transfer occurs, then the provisions of this
Promissory Note shall be binding upon any successor to Maker and shall inure to the benefit of and be extended to any holder thereof. 

This Promissory Note amends, restates and supersedes in all respects the Promissory Note dated April 1, 2016 and any previous amendments
thereto. Upon Lender’s acceptance of this Promissory Note, the parties hereto acknowledge and agree that the April 1, 2016 Promissory Note shall be deemed cancelled hereby and shall be of no independent force and effect. 

The Maker has the ability to obtain additional short-term advances from the Lender. In the event that the Maker obtains such advances, and
amounts are not repaid by the Maker to the Lender with 90 days of receipt of the advance, the Promissory Note may be amended to include unpaid amounts at the Maker’s discretion. 

The Lender has the ability to provide collateral, subject to approval by the Audit Committee of the Maker, payable in cash. If the Lender
provides collateral to the Maker, the Lender has the ability to charge the Maker a market rate fee for such services, as approved by the Audit Committee of the Maker. If any such fee is not permitted to be paid in cash by any of the Maker’s
existing financing agreements, such fee may be paid in shares of the Maker’s common stock. 







 IN WITNESS WHEREOF, this Promissory Note has been duly
executed and delivered by the duly authorized officers of the parties hereto as of the date first written above. 
  

			
	 REVOLUTION LIGHTING TECHNOLOGIES, INC.

(“MARKER”)

		
	By:	 	




	Name:	 	James A. DePalma
	Title:	 	Chief Financial Officer


  

			
	 Address: 177 Broad Street

	 12th Floor

	 Stamford, CT 06901



  

					
	ASTON CAPITAL, LLC (“LENDER”)
			
	By:	 		 	




	Name:	 		 	Robert V. LaPenta, Jr.
	Title:	 		 	Partner