0001005794-12-000025 Sample Contracts

LOCK-UP AND RESALE RESTRICTION AGREEMENT
Lock-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”).

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AMENDMENT NO. 5 TO ASSET PURCHASE AGREEMENT
Asset 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”).

AMENDMENT NO. 5 TO GREEN BALLAST, INC. 8% SENIOR SECURED CONVERTIBLE NOTE
Green 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”).

LOCK-UP AND RESALE RESTRICTION AGREEMENT
Lock-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”).

AMENDMENT NO. 5 TO GREEN BALLAST, INC. 8% SENIOR SECURED NOTE
Green 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 NO. 1 TO WARRANTS
Green 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”).

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