GREEN BALLAST, INC. 8% SENIOR SECURED CONVERTIBLE NOTEConvertible Security Agreement • October 26th, 2011 • Green Ballast, Inc. • 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)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”).
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.
AMENDMENT NO. 1 TO GREEN BALLAST, INC. 8% SENIOR SECURED CONVERTIBLE NOTE8% Senior Secured Convertible Note • October 26th, 2011 • Green Ballast, Inc.
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”).
Contract8% Senior Secured Note • October 26th, 2011 • Green Ballast, Inc. • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
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”).
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.
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”).
GREEN BALLAST EMPLOYMENT AGREEMENT (ADAMS)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 J. KEVIN ADAMS (the “Executive”).
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:
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”.
AGREEMENT OF SUBLEASESublease Agreement • 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 GREEN BALLAST, INC. 8% SENIOR SECURED NOTE8% Senior Secured Note • October 26th, 2011 • Green Ballast, Inc.
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”).
AMENDED AND RESTATED CLASS A COMMON STOCK PURCHASE WARRANT GREEN BALLAST, INC.Class a 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 1,500,000 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 A Common Stock Purchase Warrant, dated as of April 15, 2011, as amended on August 29, 2011, by and between the Company and the Holder.
AMENDED AND RESTATED CLASS B COMMON STOCK PURCHASE WARRANT GREEN BALLAST, INC.Class B 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 1,500,000 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 B Common Stock Purchase Warrant, dated as of April 15, 2011, as amended on August 29, 2011, by and between the Company and the Holder.
