AMENDED AND RESTATED CLASS C COMMON STOCK PURCHASE WARRANT GREEN BALLAST, INC.Common Stock Purchase Warrant • October 26th, 2011 • Green Ballast, Inc.
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”), dated as of October 21, 2011, certifies that, for value received, GEMINI MASTER FUND, LTD. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the seventh (7th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Green Ballast, Inc., a Delaware corporation (the “Company”), up to 2,000,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant amends and restates the Class C Common Stock Purchase Warrant, dated as of April 15, 2011, as amended on August 29, 2011, by and between the Company and the Holder.
GREEN BALLAST, INC. 8% SENIOR SECURED CONVERTIBLE NOTEGreen Ballast, Inc. • October 26th, 2011 • New York
This 8% Senior Secured Convertible Note of Green Ballast, Inc., a Delaware corporation (the “Company”), having its principal place of business at 2620 Thousand Oaks Blvd., Suite 4000, Memphis, Tennessee 38118 (this “Note”, and together with the GBL Note, the “Notes”), is duly authorized and validly issued pursuant to that certain Asset Purchase Agreement, dated on or about the date hereof, between among the Company and the Holder (as defined below), as amended, modified or supplemented from time to time in accordance with its terms (the “Purchase Agreement”)
SECURITY AGREEMENTSecurity Agreement • October 26th, 2011 • Green Ballast, Inc. • New York
This SECURITY AGREEMENT, dated as of April 15, 2011 (this “Agreement”), is among Green Ballast, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors”, and together with the Company, the “Debtors”), and Gemini Master Fund, Ltd. (“Gemini”) and Green Ballast LLC (“GBL”, and together with Gemini and with their endorsees, transferees and assigns, the “Secured Parties”, and each individually, a “Secured Party”).
GREEN BALLAST EMPLOYMENT AGREEMENT (BETHELL)Green Ballast Employment Agreement • October 26th, 2011 • Green Ballast, Inc. • Tennessee
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 23rd day of June, 2011 (the “Effective Date”), by and between GREEN BALLAST, INC., a Delaware corporation (the “Company”), and WILLIAM BETHELL (the “Executive”).
LOCK-UP AND RESALE RESTRICTION AGREEMENTLock-Up and Resale Restriction Agreement • April 3rd, 2012 • Green Ballast, Inc. • Electric lighting & wiring equipment
THIS LOCK-UP AND RESALE RESTRICTION AGREEMENT is made and entered into as of the 28th day of March, 2012, by and between Green Ballast, Inc., a Delaware corporation (the “Company”) and GB Solutions, LLC (“Holder”).
PURCHASE AGREEMENTPurchase Agreement • June 30th, 2015 • Green Ballast, Inc. • Electric lighting & wiring equipment • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 18th day of January, 2013 by and between Green Ballast, Inc., a Delaware corporation (the “Company”), and the Investor party hereto (the “Investor”).
AMENDMENT NO. 5 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 3rd, 2012 • Green Ballast, Inc. • Electric lighting & wiring equipment
THIS AMENDMENT NO. 5, dated as of March 31, 2012 (the “Amendment”), to the Asset Purchase Agreement, dated as of April 15, 2011 (the “Agreement”), as amended from time to time, between Green Ballast, Inc., a Delaware corporation (the “Company”), and Gemini Master Fund, Ltd., a Cayman Islands corporation (the “Seller”).
GREEN BALLAST, INC. 12% SENIOR SECURED NOTEGreen Ballast, Inc. • April 19th, 2012 • Electric lighting & wiring equipment • New York
This 12% Senior Secured Note of Green Ballast, Inc., a Delaware corporation (the “Company”), having its principal place of business at 2620 Thousand Oaks Blvd., Suite 4000, Memphis, Tennessee 38118 (this “Note”, and together with the other 12% Senior Secured Note issued on or about the date hereof pursuant to the Loan Agreement (as defined below), the “Notes”), is duly authorized and validly issued.
AMENDMENT NO. 5 TO GREEN BALLAST, INC. 8% SENIOR SECURED CONVERTIBLE NOTEGreen Ballast, Inc. • April 3rd, 2012 • Electric lighting & wiring equipment
THIS AMENDMENT NO. 5, dated as of March 31, 2012 (the “Amendment”), to the 8% Senior Secured Convertible Note, dated as of April 15, 2011, as amended from time to time (the “Gemini Note”), by Green Ballast, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 3 TO GREEN BALLAST, INC. 8% SENIOR SECURED NOTEGreen Ballast, Inc. • February 3rd, 2012 • Electric lighting & wiring equipment
THIS AMENDMENT NO. 3, dated as of January 31, 2012 (the “Amendment”), to the 8% Senior Secured Note, dated as of April 15, 2011, as amended from time to time (the “GBL Note”), by Green Ballast, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 2 TO GREEN BALLAST, INC. 8% SENIOR SECURED NOTEGreen Ballast, Inc. • December 6th, 2011 • Electric lighting & wiring equipment
THIS AMENDMENT, dated as of November 28, 2011 (the “Amendment”), to the 8% Senior Secured Note, dated as of April 15, 2011 (the “GBL Note”), by Green Ballast, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO GREEN BALLAST, INC. 8% SENIOR SECURED CONVERTIBLE NOTEGreen Ballast, Inc. • October 26th, 2011
THIS AMENDMENT, dated as of August 29, 2011 (the “Amendment”), to the 8% Senior Secured Convertible Note, dated as of April 15, 2011 (the “Gemini Note”), by Green Ballast, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 26th, 2011 • Green Ballast, Inc.
THIS AMENDMENT, dated as of August 29, 2011 (the “Amendment”), to the Asset Purchase Agreement, dated as of April 15, 2011 (the “Agreement”), between Green Ballast, Inc., a Delaware corporation (the “Company”), and Gemini Master Fund, Ltd., a Cayman Islands corporation (the “Seller”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 26th, 2011 • Green Ballast, Inc. • New York
This SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this 15th day of April, 2011, by and between GREEN BALLAST, INC., a Delaware corporation (the “Company”), and GREEN BALLAST LLC, a Tennessee limited liability company (the “Investor”).
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 6th, 2011 • Green Ballast, Inc. • Electric lighting & wiring equipment
THIS AMENDMENT, dated as of November 28, 2011 (the “Amendment”), to the Asset Purchase Agreement, dated as of April 15, 2011 (the “Agreement”), between Green Ballast, Inc., a Delaware corporation (the “Company”), and Gemini Master Fund, Ltd., a Cayman Islands corporation (the “Seller”).
STOCK SURRENDER AGREEMENTStock Surrender Agreement • October 22nd, 2012 • Green Ballast, Inc. • Electric lighting & wiring equipment • Delaware
This Stock Surrender Agreement (the “Agreement”) dated as of October 16, 2012, by and among J. Kevin Adams, Daniel L. Brown and William Bethell (collectively, “Senior Management”) and the persons listed on Schedule A (each such person listed on Schedule A being hereinafter referred to as a “Shareholder” and collectively, the “Shareholders”) and Green Ballast, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO WARRANTSGreen Ballast, Inc. • May 28th, 2013 • Electric lighting & wiring equipment
This AMENDMENT TO WARRANTS (“Amendment”) is made effective as of April 16, 2013 by and between Green Ballast, Inc., a Delaware corporation (“Company”), and GEMINI MASTER FUND, LTD., a Cayman Islands company (“Holder”), amending those three certain 7-year warrants to purchase Common Stock of the Company issued by the Company to the Holder on or about April 15, 2011, including (A) a warrant to purchase 1,500,000 shares of Common Stock at an exercise price of $0.30, (B) a warrant to purchase 1,500,000 shares of Common Stock at an exercise price of $0.40, and (C) a warrant to purchase 2,000,000 shares of Common Stock at an exercise price of $0.60, which warrants have been subject to various amendments since the date of issuance thereof (as amended, the “Warrants”); capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Warrants.
AMENDMENT NO. 4 TO GREEN BALLAST, INC. 8% SENIOR SECURED CONVERTIBLE NOTEGreen Ballast, Inc. • March 6th, 2012 • Electric lighting & wiring equipment
THIS AMENDMENT NO. 4, dated as of February 29, 2012 (the “Amendment”), to the 8% Senior Secured Convertible Note, dated as of April 15, 2011, as amended from time to time (the “Gemini Note”), by Green Ballast, Inc., a Delaware corporation (the “Company”).
STOCK SURRENDER AGREEMENTStock Surrender Agreement • June 30th, 2015 • Green Ballast, Inc. • Electric lighting & wiring equipment • Tennessee
This Stock Surrender Agreement (the “Agreement”) dated as of December 18, 2014, by and among Green Ballast, LLC, a Tennessee limited liability company (“Shareholder”) and Green Ballast, Inc., a Delaware corporation (the “Company”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 26th, 2011 • Green Ballast, Inc. • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of April 15, 2011, is made by GREEN BALLAST, INC., a Delaware corporation (the “Company” or “Grantor”), in favor of GEMINI STRATEGIES, LLC, as collateral agent (“Agent”) for Gemini Master Fund, Ltd. and Green Ballast LLC (collectively, together with their endorsees, transferees and assigns, the “Lenders”), which are the holders of 8% Senior Secured Notes issued by the Company in the original aggregate principal amount of up to $3,600,000.
LOCK-UP AND RESALE RESTRICTION AGREEMENTLock-Up and Resale Restriction Agreement • April 3rd, 2012 • Green Ballast, Inc. • Electric lighting & wiring equipment
THIS LOCK-UP AND RESALE RESTRICTION AGREEMENT is made and entered into as of the 28th day of March, 2012, by and between Green Ballast, Inc., a Delaware corporation (the “Company”) and Gemini Master Fund, Ltd. (“Holder”).
MARKETING SERVICES AGREEMENTMarketing Services Agreement • October 26th, 2011 • Green Ballast, Inc. • Tennessee
This Marketing Services Agreement ("Agreement") is made as of April 15, 2011, between Green Ballast, Inc. ("GBI") and IRC – Interstate Realty Corporation ("IRC") with reference to the following facts:
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 26th, 2011 • Green Ballast, Inc.
This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is entered into as of _____________, 20____, between Green Ballast, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Recipient”).
AMENDMENT NO. 5 TO GREEN BALLAST, INC. 8% SENIOR SECURED NOTEGreen Ballast, Inc. • April 3rd, 2012 • Electric lighting & wiring equipment
THIS AMENDMENT NO. 5, dated as of March 31, 2012 (the “Amendment”), to the 8% Senior Secured Note, dated as of April 15, 2011, as amended from time to time (the “GBL Note”), by Green Ballast, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO WARRANTSGreen Ballast, Inc. • April 1st, 2013 • Electric lighting & wiring equipment • New York
This AMENDMENT TO WARRANTS (“Amendment”) is made effective as of October 16, 2012, by and between Green Ballast, Inc., a Delaware corporation (“Company”), and GEMINI MASTER FUND, LTD., a Cayman Islands company (“Holder”).
ContractGreen Ballast, Inc. • June 30th, 2015 • Electric lighting & wiring equipment • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
ACCOUNTING SERVICES AGREEMENTAccounting Services Agreement • October 26th, 2011 • Green Ballast, Inc. • Tennessee
This Accounting Services Agreement ("Agreement") is made as of April 15, 2011, between Green Ballast, Inc. ("GBI") and IRC – Interstate Realty Corporation ("IRC") with reference to the following facts:
AMENDMENT NO. 4 TO GREEN BALLAST, INC. 8% SENIOR SECURED NOTEGreen Ballast, Inc. • March 6th, 2012 • Electric lighting & wiring equipment
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 26th, 2011 • Green Ballast, Inc. • New York
This Asset Purchase Agreement (the “Agreement”) is entered into as of April 15, 2011 by and between Green Ballast, Inc., a Delaware corporation (the “Company”), and Gemini Master Fund, Ltd., a Cayman Islands corporation (the “Seller”). The Company and the Seller are referred to collectively herein as the “Parties”.
AMENDMENT NO. 1 TO GREEN BALLAST, INC. 12% SENIOR SECURED NOTEGreen Ballast, Inc. • July 20th, 2012 • Electric lighting & wiring equipment
THIS AMENDMENT NO. 1, dated as of July 16, 2012 (the “Amendment”), to the 12% Senior Secured Note, dated as of April 16, 2012, as amended from time to time (the “GBL Note”), by Green Ballast, Inc., a Delaware corporation (the “Company”).
AGREEMENT OF SUBLEASEAgreement of Sublease • October 26th, 2011 • Green Ballast, Inc.
THIS AGREEMENT OF SUBLEASE (“Sublease”) is entered into as of the 15th day of April, 2011, (the “Commencement Date”) by and between Green Ballast, Inc., hereinafter referred to as SUBLESSEE) and CB Richard Ellis Memphis, LLC (hereinafter referred to as SUBLESSOR).
AMENDMENT NO. 1 TO WARRANTSGreen Ballast, Inc. • April 3rd, 2012 • Electric lighting & wiring equipment
THIS AMENDMENT NO. 1 TO WARRANTS (“Amendment”) is entered into as of March 28, 2012 between Gemini Master Fund, Ltd., a Cayman Islands corporation (the “Holder”), and Green Ballast, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 2 TO GREEN BALLAST, INC. 8% SENIOR SECURED CONVERTIBLE NOTEGreen Ballast, Inc. • December 6th, 2011 • Electric lighting & wiring equipment
THIS AMENDMENT, dated as of November 28, 2011 (the “Amendment”), to the 8% Senior Secured Convertible Note, dated as of April 15, 2011 (the “Gemini Note”), by Green Ballast, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO GREEN BALLAST, INC. 8% SENIOR SECURED NOTEGreen Ballast, Inc. • October 26th, 2011
THIS AMENDMENT, dated as of August 29, 2011 (the “Amendment”), to the 8% Senior Secured Note, dated as of April 15, 2011 (the “GBL Note”), by Green Ballast, Inc., a Delaware corporation (the “Company”).
LOAN AGREEMENTLoan Agreement • April 19th, 2012 • Green Ballast, Inc. • Electric lighting & wiring equipment • New York
This LOAN AGREEMENT (the “Agreement”) is made as of this 16th day of April, 2012, by and among GREEN BALLAST, INC., a Delaware corporation (the “Company”), GREEN BALLAST LLC, a Tennessee limited liability company (“GBL”), and GEMINI MASTER FUND, LTD., a Cayman Islands corporation (“Gemini”, an together with GBL, “Lenders”).
