8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  March 28, 2012

 

GREEN BALLAST, INC.

 (Exact name of registrant as specified in its charter)

Delaware		000-54568		45-1629984
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
2620 Thousand Oaks Blvd., Suite 4000, Memphis, Tennessee			38118
(Address of principal executive offices)			(Zip Code)
	(901) 260-4400
	(Registrant's telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Amendments to Material Agreements

On March 31, 2012, Green Ballast, Inc. (the “Company”) entered into a fifth amendment (the “APA Amendment”) to the Asset Purchase Agreement dated April 15, 2011 with Gemini Master Fund, Ltd. (“Gemini”). The APA Amendment extended the date to May 1, 2012 by which the Company’s common stock must be traded or quoted on a trading market. The APA Amendment is hereby filed as Exhibit 10.1.  

 In connection with the Asset Purchase Agreement, the Company issued warrants to Gemini to purchase up to 5,000,000 shares of common stock.  The warrants contain provisions that require the holder to exercise the warrants under certain conditions. If the warrants are not so exercised, then a portion of the warrants become unexercisable. On March 28, 2012, the Company entered into an amendment to the warrants (the “Warrants Amendment”) to suspend the required exercise provisions of the warrants as long as the Lock-Up and Resale Restriction Agreement with Gemini, described below, is in effect.  The Warrants Amendment is hereby filed as Exhibit 4.3.

On March 31, 2012,  the Company entered into a fifth amendment (the “Gemini Note Amendment”) to its 8% Senior Secured Convertible Note issued on April 15, 2011 to Gemini. The Gemini Note Amendment extended the date to May 1, 2012 by which the Company would be considered in default for failure to cause shares of its common stock to be traded or quoted on a trading market. The Gemini Note Amendment is hereby filed as Exhibit 4.1.

On March 31, 2012, the Company entered into a fifth amendment (the “GBL Note Amendment”) to its 8% Senior Secured issued on April 15, 2011 to Green Ballast LLC (“GBL”). The GBL Note Amendment extended the date o May 1, 2012 by which the Company would be considered in default for failure to cause shares of its common stock to be traded or quoted on a trading market. The GBL Note Amendment is hereby filed as Exhibit 4.2.

GBL holds 32,500,000 shares of common stock of the Company. IRC - Interstate Realty Corporation (“IRC”) is the managing member of GBL.  IRC is the beneficial owner of the shares of common stock held by GBL by virtue of its voting and investment power over the shares. The Company’s Chief Executive Officer, J. Kevin Adams is the chairman and chief executive officer of IRC.  

Lock-Up Agreements

In order to comply with the requirements of the Financial Industry Regulatory Authority (“FINRA”) to allow member broker-dealers to make a market in the Company’s common stock and to facilitate the creation of an orderly trading market in the common stock, on March 28, 2012, the Company entered into Lock-Up and Resale Restriction Agreements (“Lock-Up Agreements”) with Gemini, GB Solutions LLC, J. Kevin Adams, Daniel Brown and William Bethell. Messrs. Adams, Brown and Bethell are executive officers of the Company. The Lock-Up Agreements limit the owner’s ability to sell its registered shares of common stock of the Company. In each of the Lock-Up Agreements, the owner agreed that for a period of 270 days, he would not sell, during any three-month period, an amount greater than (i) 1% of the outstanding shares of the Company, or (ii) the 4-week average trading volume of the Company’s shares. The Lock-Up Agreements are hereby filed as Exhibits 10.2 to 10.6.

Item 9.01	FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No.	Description
4.1	Amendment No.5 to 8% Senior Secured Convertible Note dated March 31, 2012.
4.2	Amendment No.5 to 8% Senior Secured Note dated March 31, 2012.
4.3	Amendment No.1 to Warrants dated March 28, 2012.
10.1	Amendment No.5 to Asset Purchase Agreement dated March 31, 2012 between Green Ballast, Inc. and Gemini Master Fund, Ltd.
10.2	Lock-Up and Resale Restriction Agreement dated March 28, 2012, between Green Ballast, Inc. and Gemini Master Fund, Ltd.
10.3	Lock-Up and Resale Restriction Agreement dated March 28, 2012, between Green Ballast, Inc. and GB Solutions, LLC.
10.4	Lock-Up and Resale Restriction Agreement dated March 28, 2012, between Green Ballast, Inc. and J. Kevin Adams.
10.5	Lock-Up and Resale Restriction Agreement dated March 28, 2012, between Green Ballast, Inc. and William Bethell.
10.6	Lock-Up and Resale Restriction Agreement dated March 28, 2012, between Green Ballast, Inc. and Daniel L.5 Brown.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 3, 2012

Green Ballast, Inc.

By  /s/ J. Kevin Adams

Name:	J. Kevin Adams
Title:	Chief Executive Officer

EX-4.1

EXHIBIT 4.1

AMENDMENT NO. 5 TO

GREEN BALLAST, INC.

8% SENIOR SECURED CONVERTIBLE NOTE

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”).

WHEREAS, the Company issued the Gemini Note to Gemini Master Fund, Ltd., a Cayman Islands corporation (the “Holder”) on April 15, 2011; and

WHEREAS, the Company and the Holder desire to enter into this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Company and the Holder agree as follows:

1. Section 7(a)(vi) of the Gemini Note is hereby amended by deleting Section 7(a)(vi) in its entirety and replacing it with the following:

vi.           if at any time after May 1, 2012, the Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listing or quotation for trading thereon within five (5) Trading Days, or the Company fails to use its best efforts to cause the Common Stock to be listed or quoted on a Trading Market after May 1, 2012; provided however, that in the event the Company (i) files an S-1 to register for resale the Holder’s Common Stock (including the Conversion Shares issuable upon conversion thereof) and (ii) reasonably diligently responds to comments from the Commission or otherwise uses its best efforts to seek effectiveness of the S-1, the Company shall not be deemed to be in default or breach of this Note if the Commission fails to declare the S-1 effective by February 1, 2012, thereby causing to delay or prevent the Common Stock from becoming eligible for listing or quotation for trading on a Trading Market;

2.Except to the extent amended hereby, the Gemini Note shall remain in full force and effect.

3.All capitalized terms used herein, and not otherwise defined herein, have the respective meanings given to such terms in the Gemini Note.

4.This Amendment may be executed in any number of counterparts, each of which shall constitute an original document.  Electronic signatures, whether by fax, e-mail, or other electronic means, shall be treated as original signatures.

[Signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed the day and year first set forth above.

COMPANY:

GREEN BALLAST, INC.

By:   /s/ Kevin Adams  

Name:	Kevin Adams
Title:	Chief Executive Officer

HOLDER:

GEMINI MASTER FUND, LTD.

By: GEMINI STRATEGIES, LLC, as investment manager

By:   /s/ Steven Winters

Name:	Steven Winters
Title:	Managing Member

2

EX-4.2

EXHIBIT 4.2

AMENDMENT NO. 5 TO

GREEN BALLAST, INC.

8% SENIOR SECURED NOTE

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”).

WHEREAS, the Company issued the GBL Note to Green Ballast LLC, a Tennessee limited liability company (the “Holder”) on April 15, 2011; and

WHEREAS, the Company and the Holder desire to enter into this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Company and the Holder agree as follows:

1. Section 6(a)(vi) of the GBL Note is hereby amended by deleting Section 6(a)(vi) in its entirety and replacing it with the following:

vi.           if at any time after May 1, 2012, the Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listing or quotation for trading thereon within five (5) Trading Days, or the Company fails to use its best efforts to cause the Common Stock to be listed or quoted on a Trading Market after May 1, 2012; provided however, that in the event the Company (i) files an S-1 to register for resale the Holder’s Common Stock (including the Conversion Shares issuable upon conversion thereof) and (ii) reasonably diligently responds to comments from the Commission or otherwise uses its best efforts to seek effectiveness of the S-1, the Company shall not be deemed to be in default or breach of this Note if the Commission fails to declare the S-1 effective by February 1, 2012, thereby causing to delay or prevent the Common Stock from becoming eligible for listing or quotation for trading on a Trading Market;

2.Except to the extent amended hereby, the GBL Note shall remain in full force and effect.

3.All capitalized terms used herein, and not otherwise defined herein, have the respective meanings given to such terms in the GBL Note.

4.This Amendment may be executed in any number of counterparts, each of which shall constitute an original document.  Electronic signatures, whether by fax, e-mail, or other electronic means, shall be treated as original signatures.

[Signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed the day and year first set forth above.

COMPANY:

GREEN BALLAST, INC.

By:   /s/ Kevin Adams  

Name:	Kevin Adams
Title:	Chief Executive Officer

COMPANY:

GREEN BALLAST, LLC

By:   /s/ Kevin Adams  

Name:	Kevin Adams
Title:	Chief Executive Officer

EX-4.3

EXHIBIT 4.3

AMENDMENT NO. 1 TO

WARRANTS

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”).

WHEREAS, on or about April 15, 2011, the Company issued the Holder three 7-year warrants (collectively, “Warrants”), 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;

WHEREAS, on or about the date hereof, the Company and the Holder are entering into a Resale Restriction Agreement which limits the Holder’s right to sell shares of Common Stock as described therein (“Leak-Out Agreement”); and

WHEREAS, the Company and the Holder desire to enter into this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Company and the Holder agree as follows:

1. So long as the Leak-Out Agreement is in effect, Section 2(f) (Forced Exercise) of the Warrants shall not apply and be of no force or effect.

2.Except to the extent amended hereby, the Warrants shall remain in full force and effect.

3.All capitalized terms used herein, and not otherwise defined herein, have the respective meanings given to such terms in the Warrants.

4.This Amendment may be executed in any number of counterparts, each of which shall constitute an original document.  Electronic signatures, whether by fax, e-mail, or other electronic means, shall be treated as original signatures.

[Signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed the day and year first set forth above.

COMPANY:

GREEN BALLAST, INC.

By:   /s/ Kevin Adams  

Name:	Kevin Adams
Title:	Chief Executive Officer

HOLDER:

GEMINI MASTER FUND, LTD.

By: GEMINI STRATEGIES, LLC, as investment manager

By:   /s/ Steven Winters

Name:	Steven Winters
Title:	President

2

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 5 TO ASSET PURCHASE AGREEMENT

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”).

WHEREAS, the Company and the Seller (collectively, the “Parties”) entered into the Agreement on April 15, 2011; and

WHEREAS, the Parties desire to enter into this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed:

1.The Company and the Seller agree as follows:

 Section 5(a) of the Agreement is hereby amended by deleting Section 5(a) in its entiretyand replacing it with the following:

(a)           Public Company.  On or prior to November 1, 2011, the Company shall file with the Commission either (i) a Form 10 to register the Common Stock under the Exchange Act or(ii) an S-1 to register for resale all Underlying Shares (which may include other shares of Common Stock, including without limitation a primary sale of Common Stock by the Company) under the Securities Act.  At all times after May 1, 2012 until such time as the Seller no longer holds the Gemini Note, the Company shall (i) cause itself to be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed thereunder, and (ii) cause all shares of its Common Stock (including the Underlying Shares) to be listed, traded or quoted on a Trading Market. The Company shall take all actions, including preparing and filing any required documents, reasonably necessary to effect the listing or quotation of the Common Stock on a Trading Market on or prior to such date.  Without limiting the foregoing, so long as the Gemini Note is outstanding, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Seller and make publicly available in accordance with Rule 144(c) such information as is required for the Seller to sell the Securities and Underlying Shares under Rule 144.  The Company further covenants that it will take such further action as any holder of Securities or Underlying Shares may reasonably request, to the extent required from time to time to enable such Person to sell such Securities or Underlying Shares without registration under the Securities Act within the requirements of the exemption provided by Rule 144. Notwithstanding the foregoing, in the event that the Company (i) files an S-1 to register for resale all Underlying Shares in accordance with this Section 5(a) and (ii) reasonably diligently responds to comments from the Commission or otherwise uses its best efforts to seek effectiveness of the S-1, the Company shall not be deemed to be in default or breach of the covenant in this Section 5(a) if the Commission fails to declare the S-1 effective by February 1, 2012.

2.Except to the extent amended hereby, the Agreement shall remain in full force and effect.

3.All capitalized terms used herein, and not otherwise defined herein, have the respective meanings given to such terms in the Agreement.

4.This Amendment may be executed in any number of counterparts, each of which shall constitute an original document.  Electronic signatures, whether by fax, e-mail, or other electronic means, shall be treated as original signatures.

[Signature page to follow.]

2 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed the day and year first set forth above.

COMPANY:

GREEN BALLAST, INC.

By:   /s/ Kevin Adams  

Name:	Kevin Adams
Title:	Chief Executive Officer

SELLER:

GEMINI MASTER FUND, LTD.

By: GEMINI STRATEGIES, LLC, as investment manager

By:   /s/ Steven Winters

Name:	Steven Winters
Title:	Managing Member

3

EX-10.2

EXHIBIT 10.2

LOCK-UP AND RESALE RESTRICTION AGREEMENT

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”).

WITNESSETH:

WHEREAS, 13,000,000 shares of common stock of the Company were registered for the Holder as part of the Company’s S-1 Registration Statement (“Registered Shares”); and

WHEREAS, the Company and the Holder have agreed to restrict the number of Registered Shares that can be sold publicly in the manner set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holder agrees that as of the date hereof and for a period of 270 days hereafter, the Holder will not transfer, sell, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, his or its registered shares, other than for estate planning purposes or in a private transaction, except as follows:

The amount of Registered Shares that can be sold in any three-month period will be limited to the greater of (i) one percent (1%) of the shares or other units of that class outstanding, or (ii) the average weekly trading volume during the four (4) calendar weeks preceding the filing of a Form 144, or if no such notice is required, the date of receipt of the order to execute the transaction.  The Holder also agrees to provide such shares for sale as the Holder, the Company and/or market maker all mutually determine are necessary to meet demand and create an orderly market, subject to applicable laws, regulations and restrictions.

The Holder further agrees that if the Holder attempts to sell, transfer or otherwise dispose of his or its Registered Shares in violation of this agreement, the Company (i) may instruct its transfer agent not to transfer such securities, (ii) may provide a copy of this letter agreement to the Company’s transfer agent for the purpose of instructing the Company’s transfer agent to place a legend on the certificate(s) evidencing the securities subject hereto and disclosing that any transfer, sale, assignment, pledge or hypothecation of such securities is subject to the terms of this letter agreement, and (iii) may issue stop-transfer instructions to the transfer agent for the period contemplated by this letter agreement for such securities.

Notwithstanding anything contained herein, this agreement shall not apply in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company.

This agreement shall be binding upon the Holder, and his or its agents, heirs, successors, assigns and beneficiaries.

The Holder agrees that any breach of this agreement will cause the Company irreparable damage for which there is no adequate remedy at law.  If there is a breach or threatened breach of this letter agreement by the Holder, the Company shall be entitled to the issuance of an immediate injunction without notice to restrain the breach or threatened breach.

The Holder agrees that he or it has not entered into any agreements or understanding with other shareholders or any unaffiliated third parties, nor will the Holder enter into any agreement with any other shareholder or third party, to sell the Company shares as a group.  The Holder certifies he or it is not aware of any plan on anyone’s part, and certainly not on the Holder’s part, to manipulate or promote the Company’s shares in any improper manner and certainly not in any matter that would or could raise any issues as described in Red Flag No. 3 to the appendix to the Commission’s release No. 34-41110.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Agreement as of the day and year first above written.

The “Company”

Green Ballast, Inc.

By: /s/ Mary F. Sharp

The “Holder”

Gemini Master Fund, Ltd.

By: Gemini Strategies, LLC Inc.

By: /s/ Steven W. Winters

By: Steven W. Winters

Its: President

EX-10.3

EXHIBIT 10.3

LOCK-UP AND RESALE RESTRICTION AGREEMENT

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”).

WITNESSETH:

WHEREAS, the Holder is the owner of a total of 2,000,000 shares of common stock of the Company of which 2,000,000 shares were registered as part of the Company’s S-1 Registration Statement (“Registered Shares”); and

WHEREAS, the Company and the Holder have agreed to restrict the number of Registered Shares that can be sold publicly in the manner set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holder agrees that as of the date hereof and for a period of 270 days hereafter, the Holder will not transfer, sell, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, his or its registered shares, other than for estate planning purposes or in a private transaction, except as follows:

The amount of Registered Shares that can be sold in any three-month period will be limited to the greater of (i) one percent (1%) of the shares or other units of that class outstanding, or (ii) the average weekly trading volume during the four (4) calendar weeks preceding the filing of a Form 144, or if no such notice is required, the date of receipt of the order to execute the transaction.  The Holder also agrees to provide such shares for sale as the Holder, the Company and/or market maker all mutually determine are necessary to meet demand and create an orderly market, subject to applicable laws, regulations and restrictions.

The Holder further agrees that if the Holder attempts to sell, transfer or otherwise dispose of his or its Registered Shares in violation of this agreement, the Company (i) may instruct its transfer agent not to transfer such securities, (ii) may provide a copy of this letter agreement to the Company’s transfer agent for the purpose of instructing the Company’s transfer agent to place a legend on the certificate(s) evidencing the securities subject hereto and disclosing that any transfer, sale, assignment, pledge or hypothecation of such securities is subject to the terms of this letter agreement, and (iii) may issue stop-transfer instructions to the transfer agent for the period contemplated by this letter agreement for such securities.

Notwithstanding anything contained herein, this agreement shall not apply in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company.

This agreement shall be binding upon the Holder, and his or its agents, heirs, successors, assigns and beneficiaries.

The Holder agrees that any breach of this agreement will cause the Company irreparable damage for which there is no adequate remedy at law.  If there is a breach or threatened breach of this letter agreement by the Holder, the Company shall be entitled to the issuance of an immediate injunction without notice to restrain the breach or threatened breach.

The Holder agrees that he or it has not entered into any agreements or understanding with other shareholders or any unaffiliated third parties, nor will the Holder enter into any agreement with any other shareholder or third party, to sell the Company shares as a group.  The Holder certifies he or it is not aware of any plan on anyone’s part, and certainly not on the Holder’s part, to manipulate or promote the Company’s shares in any improper manner and certainly not in any matter that would or could raise any issues as described in Red Flag No. 3 to the appendix to the Commission’s release No. 34-41110.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Agreement as of the day and year first above written.

The “Company”

Green Ballast, Inc.

By: /s/ Mary F. Sharp

The “Holder”

GB Solutions, LLC

By: /s/ Peter Weisman

Peter Weisman, Managing Member

EX-10.4

EXHIBIT 10.4

LOCK-UP AND RESALE RESTRICTION AGREEMENT

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 J. Kevin Adams, an individual (“Holder”).

WITNESSETH:

WHEREAS, the Holder is the owner of a total of 16,499,700 shares of common stock of the Company of which 1,168,120 shares were registered as part of the Company’s S-1 Registration Statement (“Registered Shares”); and

WHEREAS, the Company and the Holder have agreed to restrict the number of Registered Shares that can be sold publicly in the manner set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holder agrees that as of the date hereof and for a period of 270 days hereafter, the Holder will not transfer, sell, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, his or its registered shares, other than for estate planning purposes or in a private transaction, except as follows:

The amount of Registered Shares that can be sold in any three-month period will be limited to the greater of (i) one percent (1%) of the shares or other units of that class outstanding, or (ii) the average weekly trading volume during the four (4) calendar weeks preceding the filing of a Form 144, or if no such notice is required, the date of receipt of the order to execute the transaction.  The Holder also agrees to provide such shares for sale as the Holder, the Company and/or market maker all mutually determine are necessary to meet demand and create an orderly market, subject to applicable laws, regulations and restrictions.

The Holder further agrees that if the Holder attempts to sell, transfer or otherwise dispose of his or its Registered Shares in violation of this agreement, the Company (i) may instruct its transfer agent not to transfer such securities, (ii) may provide a copy of this letter agreement to the Company’s transfer agent for the purpose of instructing the Company’s transfer agent to place a legend on the certificate(s) evidencing the securities subject hereto and disclosing that any transfer, sale, assignment, pledge or hypothecation of such securities is subject to the terms of this letter agreement, and (iii) may issue stop-transfer instructions to the transfer agent for the period contemplated by this letter agreement for such securities.

Notwithstanding anything contained herein, this agreement shall not apply in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company.

This agreement shall be binding upon the Holder, and his or its agents, heirs, successors, assigns and beneficiaries.

The Holder agrees that any breach of this agreement will cause the Company irreparable damage for which there is no adequate remedy at law.  If there is a breach or threatened breach of this letter agreement by the Holder, the Company shall be entitled to the issuance of an immediate injunction without notice to restrain the breach or threatened breach.

The Holder agrees that he or it has not entered into any agreements or understanding with other shareholders or any unaffiliated third parties, nor will the Holder enter into any agreement with any other shareholder or third party, to sell the Company shares as a group.  The Holder certifies he or it is not aware of any plan on anyone’s part, and certainly not on the Holder’s part, to manipulate or promote the Company’s shares in any improper manner and certainly not in any matter that would or could raise any issues as described in Red Flag No. 3 to the appendix to the Commission’s release No. 34-41110.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Agreement as of the day and year first above written.

The “Company”

Green Ballast, Inc.

By /s/ Mary F. Sharp

The “Holder”

/s/ J. Kevin Adams

J. Kevin Adams

EX-10.5

EXHIBIT 10.5

LOCK-UP AND RESALE RESTRICTION AGREEMENT

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 William Bethell, an individual (“Holder”).

WITNESSETH:

WHEREAS, the Holder is the owner of a total of 16,499,700 shares of common stock of the Company of which 1,168,120 shares were registered as part of the Company’s S-1 Registration Statement (“Registered Shares”); and

WHEREAS, the Company and the Holder have agreed to restrict the number of Registered Shares that can be sold publicly in the manner set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holder agrees that as of the date hereof and for a period of 270 days hereafter, the Holder will not transfer, sell, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, his or its registered shares, other than for estate planning purposes or in a private transaction, except as follows:

The amount of Registered Shares that can be sold in any three-month period will be limited to the greater of (i) one percent (1%) of the shares or other units of that class outstanding, or (ii) the average weekly trading volume during the four (4) calendar weeks preceding the filing of a Form 144, or if no such notice is required, the date of receipt of the order to execute the transaction.  The Holder also agrees to provide such shares for sale as the Holder, the Company and/or market maker all mutually determine are necessary to meet demand and create an orderly market, subject to applicable laws, regulations and restrictions.

The Holder further agrees that if the Holder attempts to sell, transfer or otherwise dispose of his or its Registered Shares in violation of this agreement, the Company (i) may instruct its transfer agent not to transfer such securities, (ii) may provide a copy of this letter agreement to the Company’s transfer agent for the purpose of instructing the Company’s transfer agent to place a legend on the certificate(s) evidencing the securities subject hereto and disclosing that any transfer, sale, assignment, pledge or hypothecation of such securities is subject to the terms of this letter agreement, and (iii) may issue stop-transfer instructions to the transfer agent for the period contemplated by this letter agreement for such securities.

Notwithstanding anything contained herein, this agreement shall not apply in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company.

This agreement shall be binding upon the Holder, and his or its agents, heirs, successors, assigns and beneficiaries.

The Holder agrees that any breach of this agreement will cause the Company irreparable damage for which there is no adequate remedy at law.  If there is a breach or threatened breach of this letter agreement by the Holder, the Company shall be entitled to the issuance of an immediate injunction without notice to restrain the breach or threatened breach.

The Holder agrees that he or it has not entered into any agreements or understanding with other shareholders or any unaffiliated third parties, nor will the Holder enter into any agreement with any other shareholder or third party, to sell the Company shares as a group.  The Holder certifies he or it is not aware of any plan on anyone’s part, and certainly not on the Holder’s part, to manipulate or promote the Company’s shares in any improper manner and certainly not in any matter that would or could raise any issues as described in Red Flag No. 3 to the appendix to the Commission’s release No. 34-41110.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Agreement as of the day and year first above written.

The “Company”

Green Ballast, Inc.

By: /s/ Mary F. Sharp

The “Holder”

/s/ William Bethell

William Bethell

EX-10.6

EXHIBIT 10.6

LOCK-UP AND RESALE RESTRICTION AGREEMENT

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 Daniel L. Brown, an individual (“Holder”).

WITNESSETH:

WHEREAS, the Holder is the owner of a total of 15,500,600 shares of common stock of the Company of which 2,026,591 shares were registered as part of the Company’s S-1 Registration Statement (“Registered Shares”); and

WHEREAS, the Company and the Holder have agreed to restrict the number of Registered Shares that can be sold publicly in the manner set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holder agrees that as of the date hereof and for a period of 270 days hereafter, the Holder will not transfer, sell, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, his or its registered shares, other than for estate planning purposes or in a private transaction, except as follows:

The amount of Registered Shares that can be sold in any three-month period will be limited to the greater of (i) one percent (1%) of the shares or other units of that class outstanding, or (ii) the average weekly trading volume during the four (4) calendar weeks preceding the filing of a Form 144, or if no such notice is required, the date of receipt of the order to execute the transaction.  The Holder also agrees to provide such shares for sale as the Holder, the Company and/or market maker all mutually determine are necessary to meet demand and create an orderly market, subject to applicable laws, regulations and restrictions.

The Holder further agrees that if the Holder attempts to sell, transfer or otherwise dispose of his or its Registered Shares in violation of this agreement, the Company (i) may instruct its transfer agent not to transfer such securities, (ii) may provide a copy of this letter agreement to the Company’s transfer agent for the purpose of instructing the Company’s transfer agent to place a legend on the certificate(s) evidencing the securities subject hereto and disclosing that any transfer, sale, assignment, pledge or hypothecation of such securities is subject to the terms of this letter agreement, and (iii) may issue stop-transfer instructions to the transfer agent for the period contemplated by this letter agreement for such securities.

Notwithstanding anything contained herein, this agreement shall not apply in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company.

This agreement shall be binding upon the Holder, and his or its agents, heirs, successors, assigns and beneficiaries.

The Holder agrees that any breach of this agreement will cause the Company irreparable damage for which there is no adequate remedy at law.  If there is a breach or threatened breach of this letter agreement by the Holder, the Company shall be entitled to the issuance of an immediate injunction without notice to restrain the breach or threatened breach.

The Holder agrees that he or it has not entered into any agreements or understanding with other shareholders or any unaffiliated third parties, nor will the Holder enter into any agreement with any other shareholder or third party, to sell the Company shares as a group.  The Holder certifies he or it is not aware of any plan on anyone’s part, and certainly not on the Holder’s part, to manipulate or promote the Company’s shares in any improper manner and certainly not in any matter that would or could raise any issues as described in Red Flag No. 3 to the appendix to the Commission’s release No. 34-41110.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Agreement as of the day and year first above written.

The “Company”

Green Ballast, Inc.

By:/s/ Mary F. Sharp

The “Holder”

/s/ Daniel L. Brown

Daniel L. Brown