Note and Warrant Purchase Agreement FORM OF SECURED PROMISSORY NOTE

Exhibit 10.2

Exhibit A

to

Note and Warrant Purchase Agreement

FORM OF SECURED PROMISSORY NOTE

THIS SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

NEXXUS LIGHTING, INC.

SECURED PROMISSORY NOTE

FOR VALUE RECEIVED , and upon and subject to the terms and conditions set forth herein, Nexxus Lighting, Inc., a Delaware corporation (“ Issuer ”), hereby promises to pay to the order of                     , a                      (together with its permitted successors and assigns, “ Holder ”), the principal sum of              UNITED STATED DOLLARS (U.S. $            ) on the Maturity Date, together with interest as provided herein. This Note was issued under and is subject to a Note and Warrant Purchase Agreement (the “ Purchase Agreement ”) dated as of June 18, 2009 among Issuer, payee and certain other parties. Capitalized terms used and not otherwise defined herein will have the respective meanings given to such terms in the Purchase Agreement.

1. Maturity Date . This Note will mature, and be due and payable in full, on January 5, 2011 (the “ Maturity Date ”).

2. Interest . From and after the date hereof, all outstanding principal of this Note will bear simple interest at the rate of ten percent (10%) per annum. On the date that is 365 days after the date of this Note, Issuer shall pay the then accrued interest on this Note. Upon the occurrence and during the continuance of any Event of Default (as hereinafter defined) under this Note, all outstanding principal of this Note shall bear interest at the rate of twenty four percent (24%) per annum. All outstanding principal and accrued but unpaid interest on this Note shall be payable on the Maturity Date.

3. Security . Repayment of this Note is secured, pari passu with Holders of all other Notes issued pursuant to the Purchase Agreement, by a security interest in substantially all the assets of Issuer pursuant to a security agreement, related collateral assignments and such other necessary documents entered into by Issuer in favor of Jay Weil, as collateral agent for the purchasers.

4. Prepayment . Issuer may prepay this Note prior to the Maturity Date, without premium or penalty upon written notice to Holder; provided that any prepayment of this Note shall only be made if simultaneously therewith the Issuer makes a pro rata prepayment (based on the then outstanding principal amount of all such Notes) to holders of all of the other Notes issued pursuant to the Purchase Agreement.

5. Transfer . Holder may transfer this Note in compliance with applicable U.S. federal and state and/or foreign securities laws and in accordance with Section 5.1 of the Purchase Agreement.

6. Events of Default . An “Event of Default” will occur if:

(a) The Issuer fails to pay (a) any principal of this Note or any other Note issued pursuant to the Purchase Agreement when such amount becomes due and payable in accordance with the terms thereof and such payment is not made within three Business Days of when it is due, or (b) any interest on the Note or any other payment of money required to be made to the Holder pursuant to this Note and such payment is not made within three Business Days of when it is due and the Issuer receives notice thereof from the Collateral Agent; or

(b) Any representation or warranty made to the Holders in any Transaction Document or in any certificate, agreement or instrument executed and delivered to the Holders by the Issuer or any of its subsidiaries or by its accountants or officers pursuant to any Transaction Document is false, inaccurate or misleading in any material respect on the date as of which made, and the Issuer receives notice thereof from the Collateral Agent; or

(c) the Issuer or any of its subsidiaries defaults in the performance of any term, covenant, agreement, condition, undertaking or provision of any Transaction Document, or any financial or other covenants with respect to the Issuer’s then outstanding Series A-1 Preferred Stock as set forth in Section 1.06 of the Exchange Agreement between the Company and the holders of shares of its Series A-1 Preferred Stock, or if no shares of the Issuer’s Series A-1 Preferred Stock are outstanding, the financial and other covenants set forth in Section 4.8 of the Preferred Stock and Warrant

2

Purchase Agreement dated November 12, 2008 between the Company and the purchasers listed on Schedule 1 thereof, and such default is not cured or waived within five (5) Business Days after the Issuer receives notice of such default from the Collateral Agent; or

(d) (i) The Issuer or any of its subsidiaries fails to pay any principal of or interest on any of its Material Indebtedness for a period longer than the grace period, if any, provided for such payment; or (ii) any default, other than one described in Section 8(d)(i), under any instrument or agreement evidencing, creati