Revolution Lighting Technologies Closes Acquisition Of Seesmart Technologies, Inc.

Revolution Lighting Technologies Closes Acquisition Of Seesmart Technologies,
                                     Inc.

Creates dynamic platform for accelerated growth across multiple vertical
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PR Newswire

CHARLOTTE, N.C., Dec. 20, 2012

CHARLOTTE, N.C., Dec. 20, 2012 /PRNewswire/ -- Revolution Lighting
Technologies, Inc. (RVLT), a leader in advanced LED lighting technology, today
announced that it has closed its acquisition of Seesmart Technologies, Inc.

Seesmart, based in Simi Valley, California, is a leading LED solutions
provider with a broad range of products serving the commercial, industrial,
and institutional lighting markets. Seesmart's exclusive network of over 50
distributors has completed hundreds of LED projects in both retrofit and new
construction applications. Seesmart has become a leader by combining a full
line of high-quality lamps and fixtures with an exclusive network of trained
distributors who educate end-users on the proper selection and installation of
LED products. We believe this combination makes Seesmart's value proposition
unique in the LED lighting market. Seesmart's pipeline of potential projects
currently exceed $1 billion and include large school districts, commercial
office and retail buildings, industrial facilities, and government buildings.
Seesmart's customers, which include SL Green, Memorial Sloan-Kettering Cancer
Center, the City of Los Angeles, Idealease, and the Cerebral Palsy
Associations of New York, enjoy the benefits of significant energy savings,
reduced maintenance, a rapid payback, and a more sustainable facility.

"We are very pleased to have Seesmart become a Revolution Lighting
Technologies company. With their superior service, their unique and extensive
distributor network, and their large pipeline of business prospects, we expect
Seesmart to grow rapidly and be profitable in 2013 and beyond," said Robert V.
LaPenta, Chairman of Revolution.

"Seesmart is excited to have a team of dedicated, successful professionals
working with us to assist our company in reaching its full potential. With
the track record of the Revolution team, we look forward to being a power
player in the LED lighting industry," said Ken Ames, Chief Executive Officer
of Seesmart.

Under the terms of the agreement, Revolution paid approximately $20 million,
with 50 percent of the consideration in shares of Revolution stock and 50
percent in cash. Revolution has reserved approximately 14 million shares of
common stock for issuance to holders of Seesmart common stock and convertible
notes pursuant to the transaction. The approximately $10 million of cash
consideration paid pursuant to the agreement was funded from the sale of new
Revolution convertible preferred stock to RVL Holdings, an entity managed by
Aston Capital, LLC and controlled by Robert V. LaPenta. The preferred stock
will be convertible into approximately 14 million shares of Revolution common
stock following the effectiveness of stockholder approval consistent with the
rules of the Nasdaq Stock Market and will bear an annual payment in kind
dividend at a rate per annum of 10% of the original issuance price. The
company will provide a more detailed description of the terms and conditions
of the transaction in a Current Report on Form 8-K to be filed with the SEC.

For more information, please visit the Revolution Lighting Technologies, Inc.
web site at www.rvlti.com.

Certain of the above statements contained in this press release are
forward-looking statements that involve a number of risks and uncertainties,
including the satisfaction of closing conditions prior to the consummation of
the acquisition of Seesmart and the anticipated benefits of such acquisition.
Such forward-looking statements are within the meaning of that term in Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Reference is made to Revolution Lighting's filings under the
Securities Exchange Act for additional factors that could cause actual results
to differ materially. Revolution Lighting Technologies, Inc. undertakes no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise. Readers
are cautioned that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual
results may differ materially from those indicated in the forward-looking
statements as a result of various factors. Readers are cautioned not to place
undue reliance on these forward-looking statements.

SOURCE Revolution Lighting Technologies, Inc.

Website: http://www.rvlti.com
Contact: Gary Langford, Chief Financial Officer, Revolution Lighting
Technologies, Inc., +1-704-405-0416
 
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