EXHIBIT 10.2


 


AIF# 90.1273


FIRST
AMENDMENT

TO

TRADEMARK LICENSE AGREEMENT


 


This FIRST AMENDMENT TO TRADEMARK LICENSE
AGREEMENT (“this Amendment”) is made this 17th day of April, 2013 by and between SQL Lighting & Fans, LLC, a limited
liability company with a place of business at 500 Sun Valley Road, Roswell, Georgia 30076, (“Licensee”) and GE Trademark
Licensing, Inc., a Delaware corporation with a place of business at 8 Southwoods Blvd, Albany, NY 12211 (“GE”)
with reference to the following background:


 


A. GE and Licensee entered into an agreement entitled TRADEMARK
LICENSE AGREEMENT dated June 15, 2011 pursuant to which GE granted to Licensee a license to use the GE monogram
logo and certain other trademarks as provided therein (the “Agreement”).


 


B. GE and Licensee desire by this agreement entitled “FIRST
AMENDMENT TO TRADEMARK LICENSE AGREEMENT” (the “Amendment”) to amend the Agreement as hereinafter provided.


 


NOW, THEREFORE, in consideration of the
mutual promises contained herein, the parties hereby agree as follows:


 


1. Capitalized terms used in this Amendment shall have the meanings
given to such terms in the Agreement.


 


2. Section 4.1 of the Agreement is hereby amended to extend
the expiration of Term from December 31, 2016 to December 31, 2017.


 


3. Section 3.3 of the Agreement is hereby amended to delete the royalty and payment information and replaced in its entirety
with the following:


 


Royalty and Payment
Schedule for Year 2011 & 2012


(Commencement Date
through November 30, 2012)


 


	Payment
    Due Date	Royalty
	December
    26, 2012	Five
    percent (5%) of Net Sales for the period from the Commencement Date through November 30, 2012





 



    	 	 	 



    	 



    




Royalty and Payment Schedule for Payment Base Years 2013 - 2017


 


	Payment
    Due Date	2013	2014	2015	2016	2017
	March
    26	$0	$210,000
    plus Calculated Additional Royalty	$280,000
    plus Calculated Additional Royalty	$330,000
    plus Calculated Additional Royalty	$360,000
    plus Calculated Additional Royalty
	June
    26	$0	$420,000
    plus Calculated Additional Royalty	$560,000
    plus Calculated Additional Royalty	$660,000
    plus Calculated Additional Royalty	$720,000
    plus Calculated Additional Royalty
	September
    26	$0	$630,000
    plus Calculated Additional Royalty	$840,000
    plus Calculated Additional Royalty	$990,000
    plus Calculated Additional Royalty	$1,080,000 plus Calculated Additional Royalty

	October
    30	$400,000	$0	$0	$0	$0
	December
    26	Calculated
    Additional Royalty	$840,000
    plus Calculated Additional Royalty	$1,120,000
    plus Calculated Additional Royalty	$1,320,000
    plus Calculated Additional Royalty	$1,440,000 plus Calculated Additional Royalty



 


 


Net Sales Minimum for Payment
Base Years 2013 - 2017


 


		2013	2014	2015	2016	2017
	Net
                                         Sales Minimum
	$8,000,000	$42,000,000	$56,000,000	$66,000,000	$72,000,000


 


For each Payment Due Date, the “Calculated
Additional Royalty” is calculated as follows:


 


	·		(Net Sales less the Net Sales Minimum from above table),



	·		Multiplied by 0.05,



	·		Less the amount of any prior payments of Calculated Additional Royalty during the
Contract Year.



 




For purposes of the formula immediately above:


 


	·		If the foregoing calculation results in zero or a negative number, then the Calculated
Additional Royalty due shall be zero



	·		Net Sales in measured from December 1 of the prior Contract Year through the end of
the month preceding the payment due date. (E.g., for the March 26th payment, Net Sales are measured from December 1 through February
28/29; for the June 26th payment, Net Sales are measured from December 1 through May 30, etc.)





 



    	 	 	 



    	 



    




2. Section
8.2 of the Agreement is hereby amended to delete the wire transfer information and replace it in its entirety with the
following:


 


	 	Account
    Title	GE
    TRADEMARK LICENSING, INC.
	 	Bank Name	DEUTSCHE
    BANK TRUST COMPANY AMERICA
	 	Account
    No.	[REDACTED]
	 	Treasury
    Code	U127
	 	Swift Code	BKTRUS33
	 	ABA #	021001033


 


4. Attachment
1 to the Agreement is hereby amended to delete the definition of “Licensed Products” and replace it in its entirety
with the following:


 


As used in this Agreement, Licensed
Products shall mean the following products bearing the Mark: Safety Quick Light Devices, ceiling fans, ceiling fans with light
kits, or light kits intended for use with ceiling fans that have or use a “safety quick light” device, which is an
interlocking device for a quick connect/install of light fixtures and fans. For the avoidance of doubt, the “safety quick
light” device includes, among others, two components: (a) a receptacle that is attached to the power supply and (b) a
mating component that is attached to fans. The attachment of the first components to she power supply and the second component
to the ceiling fan enables fast and safe installation.


 


5. The
modifications to the Agreement set forth in this Amendment shall be effective as of the date first above written.


 


6. Except
as expressly modified by this Amendment, all of the terms and conditions of the Agreement, including its appendices, remain
in full force and effect.


 


IN WITNESS WHEREOF, GE and Licensee
have caused this Amendment to be executed by their duly authorized representatives as of the date first above written.



 





	“LICENSEE”	 	“GE”
	SQL LIGHTING & FANS, LLC	 	GE TRADEMARK LICENSING, INC.
	By:	/s/ Rani Kohen	 	By:	/s/ Songrong Tang
	Name:	Roni Kohen	 	Name:	Songrong Tang
	Title: 	Chairman	 	Title:	VP - Trademark Operation
	Date:	April 17, 2013	 	Date:	April 17, 2013