X0306 4 2013-02-21 0 0000917523 Revolution Lighting Technologies, Inc. RVLT 0001347872 DePalma James C/O ASTON CAPITAL, LLC 177 BROAD STREET STAMFORD CT 06901 1 0 1 0 Common Stock, par value $0.001 per share 115000 D Common Stock, par value, $0.001 per share 46153692 I By limited liability company Series B Convertible Preferred Stock, par value $0.001 per s 0.13 Common Stock, par value $0.001 per share 153 2 I By limited liability company Series C Convertible Preferred Stock, par value $0.001 per s 0.6889 Common Stock, par value $0.001 per share 14515894 10000 I By limited liability company Series E Convertible Redeemable Preferred Stock, par $0.001 1.17 2013-02-21 4 P 0 5000 1000 A Common Stock, par value $0.001 per share 4273504 5000 I By limited liability company As of February 21, 2013, RVL 1 LLC ("RVL") held directly (i) 46,153,692 shares of shares of common stock, par value $0.001 (the "Common Stock"), (ii) 2 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Stock"), (iii) 10,000 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Stock") and (iv) 5,000 shares of Series E Convertible Redeemable Preferred Stock, par value $0.001 per share (the "Series E Stock"). Aston Capital, LLC ("Aston") is the managing member of RVL. James A. DePalma is an officer of RVL and a member and officer of Aston. As a result of the foregoing, Mr. DePalma possesses the power to vote and to direct the disposition of the securities of the Company beneficially owned by RVL and may be deemed to beneficially own such securities. Mr. DePalma's interest in the securities reported herein is limited to the extent of his pecuniary interest, if any. As of February 21, 2013, the 2 shares of Series B Stock are convertible into 153 shares of Common Stock at the option of the holder, RVL, at a conversion of $0.13 per share, subject to certain anti-dilution adjustments and has no expiration date. As of February 21, 2013, the 10,000 shares of Series C Stock are non-convertible. The Series C Stock is not currently convertible but will become convertible into 14,515,894 shares of Common Stock at any time at the option of the holder RVL, at a conversion price of $0.6889 per share, subject to certain anti-dilution adjustments, after Revolution Lighting Technologies, Inc. (the "Company") has complied with the requirements of Rule 14c-2 of the Securities Exchange Act of 1934, as amended, with respect to the written consent of the majority stockholder of the Company, dated as of December 20, 2012, approving the issuance of Common Stock upon conversion of the Series C Stock pursuant to Nasdaq Listing Rule 5635. The Series C Stock has no expiration date. As of February 21, 2013, the 5,000 shares of Series E Stock are non-convertible. The Series E Stock is not currently convertible but will become convertible into 4,273,504 shares of Common Stock at any time at the option of the holder RVL, at a conversion price of $1.17 per share, subject to certain anti-dilution adjustments, after the Company has complied with the requirements of Rule 14c-2 of the Securities Exchange Act of 1934, as amended, with respect to the written consent of the majority stockholder of the Company, dated as of February 21, 2013, approving the issuance of Common Stock upon conversion of the Series E Stock pursuant to Nasdaq Listing Rule 5635. The Series E Stock has no expiration date. /s/ James A. DePalma 2013-02-25