S-1

As filed with the Securities and Exchange Commission on October 26, 2011

Registration No. [_____]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM S–1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

Green Ballast, Inc.

(Exact name of registrant as specified in its charter)

Delaware	3640	45-1629984
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Green Ballast, Inc.
2620 Thousand Oaks Blvd., Suite 4000
Memphis, TN 38118
(901) 260-4400

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

 

J. Kevin Adams
Chief Executive Officer
Green Ballast, Inc.
2620 Thousand Oaks Blvd., Suite 4000
Memphis, TN 38118
(901) 299-0222

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

Copies to:

Matthew S. Heiter, Esq. Mehrnaz Jalali, Esq. Chad M. Wilgenbusch, Esq. Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 165 Madison Avenue, Suite 2000 Memphis, TN 38103 (901) 577-8117	Gregg E. Jaclin, Esq. Anslow & Jaclin, LLP 195 Route 9 South Manalapan, NJ 07726 (732) 409-1212

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)

Large Accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)		Proposed maximum offering price per share			Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, $0.0001 par value per share		11,234,400	$	0.25	(2)	$	2,808,600	$	321.87
Common Stock, $0.0001 par value per share, issuable upon the conversion of a convertible note		8,000,000	$	0.25	(2)	$	2,000,000	$	229.20
Common Stock, $0.0001 par value per share, issuable upon the exercise of warrants		1,500,000	$	0.30	(3)	$	450,000	$	51.57
Common Stock, $0.0001 par value per share, issuable upon the exercise of warrants		1,500,000	$	0.40	(3)	$	600,000	$	68.76
Common Stock, $0.0001 par value per share, issuable upon the exercise of warrants		2,000,000	$	0.60	(3)	$	1,200,000	$	137.52

(1) In accordance with Rule 416(a), the registrant is also registering hereunder an indeterminate number of additional shares of Common Stock that may be issued and resold resulting from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, based on the last private sale offering price of $0.25 per share.

(3) Calculated based upon the exercise price of the warrants held by the selling stockholder named in this Registration Statement.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy the securities in any state where the offer or sale is not permitted.

PROSPECTUS	SUBJECT TO COMPLETION, DATED OCTOBER 26, 2011

Green Ballast, Inc.

24,234,400 Shares of Our Common Stock

This prospectus relates to the offering by the existing holders of our common stock named in this prospectus of 24,234,400 shares of our common stock, par value $0.0001 per share, including 11,234,400 shares of our common stock, 5,000,000 shares of our common stock issuable upon exercise of the warrants held by a selling stockholder and 8,000,000 shares of our common stock issuable upon the conversion of a convertible note held by a selling stockholder. These existing holders of our common stock, warrants and convertible note are referred to as selling stockholders throughout this prospectus. We will not receive any proceeds from the sales of shares of our common stock by the selling stockholders. To the extent the warrants are exercised for cash, if at all, we will receive the exercise price of the warrants.

We anticipate that our common stock will be quoted on the Over-The-Counter Bulletin Board, or the OTCBB. Our common stock is presently not traded on any market or securities exchange. The selling stockholders have not engaged any underwriter in connection with the sale of their shares of common stock. Common stock being registered in this registration statement may be sold by selling stockholders at a fixed price of $0.25 per share until our common stock is quoted on the OTCBB and thereafter at a prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, or FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling stockholders. Each selling stockholder will be responsible for all costs and expenses in connection with the sale of their shares of common stock, including brokerage commissions or dealer discounts.

Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on page 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [_______________], 2011.

TABLE OF CONTENTS

PROSPECTUS SUMMARY		1
RISK FACTORS		6
FORWARD-LOOKING STATEMENTS		13
USE OF PROCEEDS		14
DETERMINATION OF OFFERING PRICE		14
DIVIDEND POLICY		14
DILUTION		14
SELLING STOCKHOLDERS		15
PLAN OF DISTRIBUTION		19
DESCRIPTION OF SECURITIES		21
INTERESTS OF NAMED EXPERTS AND COUNSEL		24
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		25
OUR BUSINESS		28
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS		37
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT		44
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		46
WHERE YOU CAN FIND MORE INFORMATION		47
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES		47
INDEX TO FINANCIAL STATEMENTS		F-1

Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.

You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

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Industry and Market Data

We obtained the industry and market data used throughout this prospectus from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable and have no reason to believe they are inaccurate or incomplete, we have not independently verified such data, and we do not make any representation as to the accuracy of such information. Similarly, we believe our internal research is reliable but it has not been verified by any independent sources.

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PROSPECTUS SUMMARY

This summary highlights significant aspects of our business and this offering. It is not complete, and it does not contain all the information you should consider before making the decision to invest in our stock. You should carefully read the entire prospectus, including the information in “Risk Factors” and the financial statements and related notes. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in these forward-looking statements as a result of certain factors, including those described in “Risk Factors” and “Forward-Looking Statements.”

Our Company

We are an innovator, developer and marketer of energy-efficient electronic ballasts for fluorescent fixtures in the commercial lighting industry. Our daylight harvesting and wireless programmable ballast lines conserve energy and can greatly reduce the energy costs of operating commercial buildings. With rising utility rates, dwindling natural resources, an inadequate national power grid and regulatory mandates to conserve energy, we believe our products are positioned to take advantage of this unique market opportunity.

One of the major challenges facing the world today is finding solutions to manage energy consumption and cost. The United States power grid cannot meet the present load demand without difficulty. Blackouts/brownouts are commonplace. One of the heaviest users of electricity are commercial buildings. According to a report prepared by McGraw-Hill Construction for the Department of Energy, or DOE, lighting accounts for one-quarter, the largest share, of total primary energy use in a commercial building. Our ballasts control and regulate the amount of electricity flowing to the fluorescent bulb, decreasing or increasing the flow in a manner that conserves energy. Our ballasts sense the amount of ambient light in a room and decrease the amount of artificial light being produced by reducing the amount of electricity flowing to the bulb. Our wireless programmable ballast can be programmed to turn lights off or reduce the amount of light produced during off-business hours or when utility rates are at their highest. As a result, use of our ballasts can reduce electricity costs by approximately 30% to 70% over traditional ballasts.

We acquired the patent for our ballast technology on April 15, 2011. Since then, our engineers have made further innovations to the ballasts. We presently have 3 models of the daylight harvesting ballast available for sale. We have under development an additional 7 models of the daylight harvesting ballast and 10 models of the wireless programmable ballast. We anticipate these additional models will become available in the fall of 2011 through the summer of 2012.

Our management team is comprised of seasoned real estate executives and engineers with substantial contacts into the world of commercial and industrial real estate. Our management understands the need for energy-efficient lighting through retrofit upgrades, new construction, and remodeling work, making us uniquely qualified to market our ballasts. Our company is led by J. Kevin Adams, Chief Executive Officer of CB Richard Ellis Memphis, LLC, and is supported by a veteran management team. Our ballast technology is patented, and we have applied for an additional patent for our wireless programmable technology. We are actively seeking to further expand our patent portfolio in order to enhance the patent protection for our products.

Our Opportunity

We believe our ballasts are uniquely positioned to capitalize on the following market opportunities:

• Paradigm Market Shift.  Recent federal regulatory mandates, which phase out the use of larger, energy-inefficient fluorescent bulbs, have resulted in the phase out of the ballasts used to operate these bulbs. This action was in response to concerns around the inability of the United States power grid to meet the present electricity load demand, resulting in localized and wide spread blackouts and brownouts. As a result of these mandates, we estimate that approximately 50% of the commercial lighting industry must acquire new ballasts over the next several years. We estimate that there are approximately 725 million of the phased-out ballasts in operation in the United States that will eventually have to be replaced.

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• Energy Costs.  Lighting is traditionally one of the most expensive components of the energy cost to operate a commercial building. With rising energy costs and the limited energy capacity of the United States power grid, property owners and managers are looking for ways to reduce costs and usage. Our ballasts can save end-users approximately 30% to 70% of lighting electricity costs from traditional ballasts that are used today. Also, there are available in 48 of the 50 states additional cost savings rebates for the purchase of energy-efficient products such as our ballasts. These rebates reduce capital outlay and result in reduced payback periods.

• Green Building.  As a result of rising energy costs and dwindling natural resources, there has been significant emphasis on constructing and retrofitting commercial buildings to maximize energy efficiency. The market for goods to meet these demands, which is referred to as the “green building market,” is expected to increase from approximately $71.1 billion in 2010 to approximately $173 billion by 2015. The commercial green building market is expected to grow by 18.1% annually during the same time period — from approximately $35.6 billion to approximately $81.8 billion (according to a publication by Environmental Leader).

We believe that these three market drivers are generating a tremendous opportunity for our daylight harvesting and wireless programmable ballast lines.

Our Industry

According to Pike Research, the United States consumes approximately 20% of the world’s total electricity consumption for lighting. Because of concerns about global warming and efforts to reduce the United States’ dependence on fossil fuels, generating electricity with alternate sources of energy and being more energy-efficient has gained significant importance. With that, “green” products that can both save energy and benefit the environment have received increased attention.

According to the Building Owners and Managers Association, commercial buildings are among the country’s biggest energy consumers. In fact, energy use is among the largest operating expense in commercial buildings. According to the DOE, the commercial lighting industry comprises 51% of the total energy consumption for lighting.

We intend to market our ballasts to the commercial lighting industry by focusing on electrical lighting product distributors, energy service companies, original equipment manufacturers and customers who own and lease commercial real estate. Within the commercial real estate industry, we will target companies operating within the top 30 metropolitan areas within the United States, which areas typically have the highest utility rates and higher rebate programs. We will also market our ballasts to large national distributors of electrical lighting products to encourage these companies to incorporate our ballasts in their product offerings. We will seek to partner with energy service companies to use our products in maintaining and retro fitting lighting systems and with original equipment manufacturers to incorporate our ballasts into their products.

Our Competitive Strengths

There are a number of traditional, energy-efficient ballasts and other energy-efficient lighting products from which our customers can choose. We believe the following factors provide us an advantage over these other products and the providers of these products.

• Independently verified energy conservation and savings.  We offer those in the commercial lighting industry a means to conserve energy and save energy costs. Several independent third party studies (including studies conducted by the New Jersey Department of Transportation and Pasadena Water and Power) have found that our energy-efficient ballasts can save the end-user approximately 30% to 70% of energy cost compared to traditional ballasts.

• Cost-effectiveness and return on investment.  Daylight harvesting and addressable wireless programmable features are built into or fixed onto our ballast and, as a result, cost less than other electronic daylight harvesting or addressable ballasts and are easier to install. With an overall lower cost and lower installation cost, our customers can experience a shorter period over which to realize energy saving costs. Many states offer rebate programs which will fund up to 50% of the product installation costs of our ballasts. State rebates also help to shorten the return period for our customers.

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• Patented and innovative technology.  Our ballast technology is patent-protected, and we have applied for a patent for our wireless programmable technology. We intend to continue to invest in innovations and improvements to our ballasts to ensure that our technology meets the current market demands and changes in technological advancements.

• Management team with significant commercial real-estate expertise and ties.  Our management team is comprised of experienced real estate executives and engineers who understand the need for energy-efficient lighting in commercial real estate through retrofit upgrades, new construction, and renovation. They have a deep appreciation for the unique benefits offered by our products. Our team has also gained significant contacts in the commercial real estate market, developed over the course of over 31 years in the market.

Our Growth Strategy

Our objective is to become the leading provider of energy-efficient ballasts to the commercial lighting industry. Key elements of our strategy include the following:

• Capitalize on current industry and market trends.  We recognize the market opportunity arising from the surge in green building and government mandates directed at eliminating less efficient lighting products. We estimate that approximately 50% of the commercial lighting industry must acquire new energy-efficient ballasts over the next several years. We are prepared and have designed our products to meet this large market demand.

• Invest in highly experienced and specialized sales managers.  We intend to hire sales managers, working under a Chief Marketing Officer, who are highly experienced and have strong relationships within the commercial real estate and retrofit industry. Each sales manager will become a market specialist and develop expertise in one of four markets: electrical lighting product distributors, energy service companies, original equipment manufacturers and commercial real estate end-users.

• Continue developing innovative products and expanding product applications.  As our operations grow, we will concentrate on improving our existing products, testing novel applications of our products, and introducing innovative products to meet market demand. This will allow us to continue to meet our customers’ growing needs, expand our customer base and retain our competitive advantage. We will continue to pursue patent protection for our unique technologies.

• Leverage management’s experience to develop strategic relationships with our customers.  Our management team has extensive experience in the real estate management, construction and retrofit business. As a result, members of our team have developed robust relationships with electrical lighting product distributors, energy service companies, original equipment manufacturers and commercial real estate end-users, all of which are our targeted markets. We believe that these relationships and the favorable reputation of the members of our management team will facilitate our successful marketing to these markets.

Risks That We Face

Investing in our common stock involves substantial risks, and our ability to successfully grow our business is subject to numerous risks. Any of the factors set forth under “Risk Factors” may limit our ability to successfully execute our business strategy. You should carefully consider all of the information set forth in this prospectus and, in particular, the specific factors set forth under “Risk Factors” in deciding whether to invest in our common stock. These important risk factors include the following:

• We have a limited operating history from which to evaluate our business and prospects for growth;

• If we experience rapid growth, we may be unable to manage that growth effectively;

• If our products are not accepted by the market, our business will not grow and will not be profitable;

• We must be able to compete effectively in an industry that is highly competitive;

• We rely on third parties to manufacture our products, and we are subject to substantial risks if we fail to perform or produce defective products;

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• We may not be able to protect our intellectual property rights or obtain patents on new product innovations; and

• The current economic climate and general economic factors may adversely affect our growth.

Our company was incorporated on April 13, 2011 in the State of Delaware. Our principal executive offices are located at 2620 Thousand Oaks Blvd, Suite 4000, Memphis, Tennessee and our telephone number is (901) 260-4400. Our website address is www.greenballastinc.com. The information on our website is not part of this prospectus.

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THE OFFERING

Common stock being offered by the selling stockholders

24,234,400 shares of our common stock including: (i) 11,234,400 shares of our common stock, currently outstanding; (ii) 5,000,000 shares of our common stock issuable upon exercise of the warrants held by a selling stockholder; and (iii) 8,000,000 shares of our common stock issuable upon the conversion of a convertible note held by a selling stockholder.

Common stock outstanding prior to this offering

96,234,400(1)

Common stock to be outstanding after this offering

109,234,400(2)

Use of Proceeds

We will not receive any proceeds from the sales of shares of our common stock by the selling stockholders. However, to the extent that the warrants are exercised for cash, we will receive up to $2,250,000 in the aggregate. We intend to use the proceeds received from any cash exercise of the warrants for working capital and general corporate purposes.

Risk Factors

See “Risk Factors” beginning on page 6 and the other information included in this prospectus for a discussion of factors you should consider before investing in our common stock.

(1) Based upon the total number of issued and outstanding shares as of October 26, 2011.

(2) Based upon the total number of issued and outstanding shares as of October 26, 2011, and including 5,000,000 shares of our common stock issuable upon exercise of warrants and 8,000,000 shares of our common stock issuable upon conversion of a convertible note.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with the financial and other information contained in this prospectus, before you decide to purchase shares of our common stock. If any of the following risks actually occurs, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. As a result, you could lose all or part of your investment in our common stock.

Risks Related to Our Business and Industry

We are a new company, and we have a limited operating history. If we fail to generate significant revenue from the sale of our products, we may be unable to continue operations.

We are a new company and have a limited operating history. We have not begun to generate any significant revenues. If we are unable to generate significant revenue from the sale of our products, we may be required to discontinue operations. We intend to market our ballasts to electrical lighting product distributors, energy service companies, original equipment manufacturers and to commercial real estate end-users. However, we have not entered into any agreements with such parties, and we can provide no assurance that we will ultimately be successful in doing so. As a result, there can be no assurance that we will be successful in selling our products, or that our operations will be profitable.

Because we are a new company with a limited operating history, it may be difficult for investors to predict our future performance.

Prospective investors should be aware of the difficulties encountered by new companies and of the risks inherent in any new business. These risks include, but are not limited to:

• competition;

• the absence of a significant operating history;

• perceived lack of credibility;

• the need for additional working capital; and

• failure to adapt to economic changes.

The likelihood of our success must be considered in light of these risks.

In order to be successful, we must be able to respond to economic and market variables outside of our control, respond to competitive developments and continue to attract, retain and motivate qualified employees. There can be no assurance that we will be successful in meeting these challenges and addressing such risks. If we fail to do so, our business, results of operations and financial condition would be materially and adversely affected. Since we have a limited operating history, prospective investors are unable to determine whether we will be successful in addressing these risks, and thus it will be difficult for them to predict our future performance.

We have experienced substantial operating losses and may incur additional operating losses in the future.

Since our inception and through August 31, 2011, we have incurred a net loss of $1,623,002, and we have not generated significant revenues to date. We may continue to incur losses until we are able to generate sufficient revenues and cash flows. If we are unable to generate sufficient revenues and cash flows to meet our costs of operations, we could be forced to curtail or cease our business operations.

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We may need additional financing which we may not be able to obtain on acceptable terms. If we are unable to raise additional capital, as needed, the future growth of our business and operations would be severely limited.

To date, we have funded our operations through the issuance of common and preferred stock and secured debt. We will require additional funds to meet our operating needs, the amount of which will be determined by a number of factors, many of which are beyond our control. These factors include:

• the success of our marketing strategy;

• market acceptance of our products;

• the amount of revenue generated from any product sales;

• the success of our ability to complete the development of our current products;

• costs associated with obtaining and enforcing our patent rights;

• competition;

• technological developments in the commercial lighting industry; and

• amount of capital investments we may be required to make.

Our ability to fund our operations and grow our business depends on generating significant revenue from product sales or from raising additional capital through public or private sales of our capital stock or debt.

If we raise additional capital through the issuance of debt, we will have increased interest expense. If we raise additional capital through the issuance of equity or convertible debt securities, our stockholders may experience significant dilution. In addition, new securities may contain rights, preferences or privileges that are senior to those of our common stock. If additional funds are raised by the issuance of debt or other equity instruments, we may become subject to operational limitations (such as, negative operating covenants). There can be no assurance that we will be able to obtain acceptable financing necessary to fund our operations and growth. If we are unable to raise additional funds on acceptable terms, our business operations and business prospects will be adversely affected.

If our products are not accepted by the market, our business will not grow and we will not be profitable.

To generate significant revenue and achieve profitability, our products must be accepted by our current target markets. Our wireless programmable ballast is in development and has not yet been tested in a commercial building setting. We can provide no assurance that our wireless programmable ballast will function and operate as we intend. If our existing products and those under development do not achieve market acceptance, then we may not generate sufficient revenue to achieve or maintain profitability. In addition, even if our products achieve market acceptance, we may not be able to maintain that market acceptance over time if new products are introduced that are more favorably received than our products, are more cost effective or render our products obsolete. If we don’t successfully meet the challenges of new products or technologies, our business will not grow.

As a result of recent emphasis on developing energy-efficient products and developing “green buildings,” many new lighting products intended to promote energy-efficiency are being introduced. Our future growth and success depends on our products remaining relevant to the marketplace. We must make significant investments in research and development in order to enhance our existing products, develop new products and attain market acceptance for our products. If we are unsuccessful in developing and introducing new products, our future results of operations would be adversely affected. If we fail to accurately anticipate the introduction of new products or technologies, our existing products may become obsolete which would adversely affect our ability to sell those products and generate profits.

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Our products may contain defects which could damage our reputation, cause us to lose customers and expose us to liabilities in excess of our current insurance coverage.

Our ballasts are essential to the operation of fluorescent lighting in commercial buildings. Although our products must meet stringent requirements, they could contain defects which could result in damage to our reputation and dissatisfied customers. Also, defects in our ballasts could result in fire or other substantial damage to a building, which damages could exceed our revenues or be in excess of our current insurance coverage. Thus, if we fail to succeed in limiting the number of defects or eliminating them all together, our business could be adversely affected.

Lighting products, particularly energy-efficient lighting products, are subject to rapid technological changes. If we fail to accurately anticipate and adapt to these changes, the products we sell will become obsolete, causing a decline in our sales and profitability.

Energy-efficient lighting products are subject to rapid technological changes that often cause product obsolescence. Companies offering energy-efficient lighting products are continuously developing new products with heightened performance and functionality. This puts pricing pressure on existing products and constantly threatens to make them, or causes them to be, obsolete. If we fail to accurately anticipate the introduction of new technologies, we may possess significant amounts of obsolete inventory that can only be sold at substantially lower prices and profit margins than we anticipated. In addition, if we fail to accurately anticipate the introduction of new technologies or are unable to develop the planned new technologies, we may be unable to compete effectively due to our failure to offer products most demanded by the marketplace. If any of these failures occur, our sales, profit margins and profitability will be adversely affected.

If we are unable to cause production capacity for our products to increase in a cost effective and timely manner, we may incur delays in shipment and our revenues and reputation in the marketplace could be harmed.

We rely on a third party to manufacture our products. An important part of our business plan is the expansion of our vendor’s capacity to produce our products. As customer demand for our products grows, we must be able to build up this capacity to meet demand while keeping costs down.

Our ability to successfully cause production capacity to increase in a cost effective and timely manner will depend on a number of factors, including the following:

• our ability to successfully negotiate with vendors to manufacture our products;

• if we do find other vendors, our ability to transition production between manufacturing facilities;

• the ability of potential contract manufacturers to allocate more of their existing capacity to us or their ability to add new capacity quickly;

• the ability of any future contract manufacturers to successfully implement our manufacturing processes;

• our ability to effectively establish adequate management information systems, financial controls and supply chain management and quality control procedures; and

• the occurrence of equipment failures, power outages, environmental risks or variations in the manufacturing process.

If we are unable to cause production capacity for our products to increase in a cost effective and timely manner while maintaining adequate quality, we may incur delays in shipment or be unable to meet demand for our products. Delivery delays or defective products could damage our reputation and our relationships with current and prospective customers. These customers may elect not to purchase our products in the future which could adversely affect our revenue and profitability.

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We rely on one manufacturer to produce our products, and our business would be materially adversely affected if our manufacturer ceases to do business or experiences other disruptions in their production process.

At this time, we depend on DuroPower, Inc. headquartered in Covina, California and with manufacturing facilities in Beijing, China, to manufacture our products. Should we cease to do business with our sole manufacturer or should they cease to do business or to provide their services to us, our business may be disrupted because a suitable replacement may be difficult to retain. We cannot be certain that DuroPower’s facilities will continue to meet our future production needs or demands. In addition, these facilities are subject to risks of damage, including fire, labor unrest, raw material shortages and other factors that would disrupt production of our products. We may be required to seek other vendors to manufacture our products. To the extent we are forced to find other vendors before we are ready, it would involve delays in manufacturing, and we may incur significant costs.

If we experience rapid growth, we may be unable to manage such growth effectively, which would adversely affect our business and operations.

Although we can provide no assurances that our business will in fact grow, or grow rapidly, if we do experience rapid growth, such growth could place significant strain on our operational and administrative resources. In order to manage any future growth, we must continue to improve and expand our operational and financial systems. We will also be required to hire and train new employees and ensure that our management systems are able to handle such growth. If we are unsuccessful in managing any future growth, our business and operations could be adversely affected.

Demand for our products is sensitive to the economic conditions in the markets we serve.

Demand for electrical products follows general economic conditions and is generally sensitive to activity in the commercial and residential construction and renovation markets, industrial production levels, electronic component production and spending by utilities for replacements, expansions and efficiency improvements. Reduced demand due to economic and market conditions could adversely affect our results of operations.

Our industry is highly competitive. If we are unable to compete effectively, we will not be successful.

The industry in which we compete is rapidly evolving and intensely competitive. We face competition from vendors who offer traditional ballasts, energy-efficient ballasts, and light emitting diodes (LED) based lighting products. Manufacturers and distributors of LED lighting products promote their energy-efficiency and digital controllability and are directly competitive to our products. Many of our current and potential competitors in the commercial lighting industry have longer operating histories, larger customer bases, better brand recognition and significantly greater financial, marketing and other resources than we have. They may be able to operate with a lower cost structure and to adopt more aggressive pricing policies. Our competitors may also be able to devote more resources to technology development and marketing than us. As a result, we may have difficulty diverting customers from existing competitors and attracting new customers for our products. If we are not able to effectively compete with these vendors, our business will not be successful.

The success of our business depends, in part, on our ability to protect and enforce our intellectual property rights.

To establish and protect our intellectual property rights, we rely on a combination of trademarks, patents, trade secret laws and contractual restrictions. We have one issued U.S. Patent for our ballast technology and have applied for a patent for our wireless programmable technology incorporated in our wireless programmable ballasts. Both our existing patent and our patent application may be challenged, invalidated or circumvented in the future, or the rights granted may not provide us a competitive advantage. Because patents involve complex legal, technical and factual questions, the issuance, scope, validity and enforceability of patents cannot be certainly predicted. Competitors may develop products similar to ours but which do not conflict with our patent rights. Our patents may be challenged by others, and as a result could be narrowed or invalidated. We will also rely on confidentiality agreements with our employees and third parties and trade secret protections to protect our proprietary technology. These agreements, however, may not be honored or

9

enforced. The particular elements of what we consider to be our proprietary technology may not be protectable under trade secret laws. We intend to vigorously protect and defend our intellectual property. However, such protection may involve costly and time-consuming litigation which could distract our management and require us to expend funds that would otherwise be used for operations. Furthermore, we can provide no assurances that any such litigation would be successful, or that our technology might not be deemed to be infringing upon the rights of others.

We depend on key employees and personnel to operate our business, which could adversely affect our ability to operate if we are unable to retain or replace these persons.

Our future success is largely dependent upon our existing management team, including J. Kevin Adams, our Chief Executive Officer, Daniel L. Brown, our Chief Operating Officer, William Bethell, our Chief Financial Officer, and Kevin Clarkson, our Executive Vice President — Product Development. The loss of any of these officers through injury, death or termination of employment could result in the investment of significant time and resources for recruitment and replacement. We do not maintain any key man insurance on their lives for our benefit. Additionally, the loss of the services of our executive officers could have a serious and adverse effect on our business, financial condition and results of operations. There is also no assurance that as we grow, our current management team can successfully manage our growth or that we can attract the new talent that will be necessary to run our company at a high level. Our success will also depend upon our ability to recruit and retain additional qualified senior management personnel. Competition is intense for highly skilled personnel in our industry and, accordingly, no assurance can be given that we will be able to hire or retain sufficient personnel.

We have entered into agreements that impose restrictions on how we conduct our business. In addition, all of our assets, including our intellectual property, are pledged to secure our existing indebtedness. If we fail to meet our obligations to our debt holders, they may foreclose on the collateral and take ownership of all of our assets.

To begin operations, we purchased intellectual property from Gemini Master Fund, Ltd. (“Gemini”), pursuant to an asset purchase agreement. As partial consideration for the intellectual property, we issued Gemini a convertible promissory note in the principal amount of $1,800,000. Also, in connection with our original capitalization, we issued a promissory note to Green Ballast LLC (“GBL”), in the principal amount of $1,800,000. In addition, we issued to Gemini warrants to purchase up to 5,000,000 shares of our common stock. To secure our repayment obligations to Gemini and GBL, we granted them each a first priority security interest in all of our assets, including our intellectual property.

The promissory notes, asset purchase agreement and warrant agreements contain various covenants that restrict how we conduct our business. Under the asset purchase agreement, and for so long as Gemini holds at least $100,000 of the Gemini note, we must obtain Gemini’s consent to take any of the following actions:

• issuing our securities;

• transferring assets or debts within our company;

• making capital expenditures in excess of $200,000;

• adopting an equity incentive compensation plan for our employees, directors or officers;

• amending our certificate of incorporation or bylaws;

• selling or licensing all or substantially all of our assets; or

• merging or consolidating our company with another.

These provisions will make it more difficult for us to conduct our business or to obtain additional debt or equity financing. In addition, the terms of our indebtedness may make it more difficult to obtain new debt financing on terms favorable to us and may cause us to use a portion of our working capital to make debt payments. If we need to seek additional debt financing in the future, such additional financing may only be secured by a security interest in our assets which is junior to existing security interests. Potential lenders may

10

be unwilling to provide debt financing in such instance, or they may charge higher interests rates or other fees to us. Thus, the terms for which we might obtain additional debt financing, if at all, may not be acceptable to us.

If we fail to pay our obligations under the Gemini and GBL notes, which require us to make monthly aggregate interest payments of $24,000, or otherwise violate any of the covenants set forth in the notes, we would be in default. In the event we fail to cure that default, all amounts owed under the notes may be declared immediately due and payable. If we fail to pay off the notes in such circumstances, Gemini and GBL may foreclose on our assets and take ownership of our assets, including our intellectual property. Gemini and GBL could sell our assets to pay off our debts, which would require us to discontinue business operations.

Risks Related To Investment in Our Securities

Our common stock has no active trading market. Unless an active trading market develops for our common stock, you may be unable to sell your shares.

There is no active trading market for our common stock, and an active trading market for our common stock may not develop or be sustained. There can be no assurance that an active trading market may ever develop, or if developed, that it will be maintained. There are a number of factors that will make it difficult for an active trading market in our common stock to develop. These factors include:

• the fact that we are a new, development stage company with little revenue and sales;

• stock analysts, stock brokers, institutional investors and other members of the investment community may be reluctant to follow our company or create a market in our stock;

• our stock will initially be deemed to be “penny stock,” which means stock traded at a price less than $5.00 per share, which will make it unsuitable for some investors to purchase; and

• there are a limited number of stock brokers that will be willing to act as market makers for our common stock, which is essential for establishing an active trading market.

We intend to have our common stock quoted on the OTCBB. This market lacks the credibility of established stock markets and is characterized by a lack of liquidity, sporadic trading and larger gaps between bid and ask prices. Compared to a seasoned issuer with stock traded on an established market, which typically results in a large and steady volume of trading activity, there may be periods when trading activity in our shares is minimal or nonexistent. Trading in our common stock will likely be characterized by large swings in market prices. Unless an active trading market for our common stock is developed and maintained, you may be unable to sell your stock at or above the price you paid, or at all.

Future issuances of our securities, or the conversion or exercise of our outstanding convertible securities and warrants, could result in substantial dilution to you and lower the market price of our common stock.

In order to raise additional capital, we may issue and sell shares of our common stock or other securities at prices less than the price you paid for your shares. Our convertible promissory note is convertible into 8,000,000 shares at a per share price of $0.225, and our outstanding warrants are exercisable into our common stock at prices of $0.30, $0.40 and $0.60 per share. If we sell additional shares of our common stock or our convertible securities or warrants are converted or exercised, there will be an increase in the number of shares in the market, which could cause the market price of our common stock to decline. In addition, we have issued 57,500,000 shares of restricted stock to key employees and consultants. The holders of these shares may sell their shares at low prices into the market, which could further cause the market price of our common stock to decline. As a result, you may not be able to sell any shares you purchase into the market at prices above which you paid.

If a trading market in our common stock does develop, our stock price is likely to be volatile.

If a trading market in our common stock develops, the market will likely be subject to wide fluctuations in price. Additionally, the over-the-counter markets have traditionally experienced significant price and volume fluctuations that often are unrelated or disproportionate to the operating performance of a company traded in such markets. Regardless of our actual operating performance, the market price for our common stock may

11

materially decline from time to time. There can be no assurance that you will be able to sell your stock at a time when the market price is greater than what you paid. In addition, it is anticipated initially that the number of shares of our common stock sold into the market will be low. If a large volume of our shares of common stock is posted for sale, it will likely cause the market price of our common stock to decline.

Our directors, executive officers and their affiliates beneficially own a significant portion of our common stock and exert significant control over our company.

Our directors, executive officers and their affiliates beneficially own approximately 88% of our outstanding common stock. As a result, these stockholders, acting together, have the ability to direct our business affairs, control the election of our board of directors and approve any significant change-in-control transactions. Investors who acquire our common stock may have no effective voice in the management of the company. In addition, sales by these stockholders could negatively affect the market price of our common stock.

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FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “continue,” “initiative” or “anticipates” or similar expressions that concern our prospects, objectives, strategies, plans or intentions. All statements made relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates, operating and growth strategies, ability to repay or refinance our existing indebtedness and financial results are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe our assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect our actual results. These factors include, but are not limited to:

• our future financial performance, including our revenue, cost of revenue, operating expenses and ability to achieve and maintain profitability;

• our ability to market, commercialize and achieve market acceptance for our daylight harvesting ballasts, wireless programmable ballasts or any other product candidates or products that we may develop;

• our ability to innovate and keep pace with changes in technology;

• the success of our marketing and business development efforts;

• our ability to maintain, protect and enhance our intellectual property;

• the effects of increased competition in our market;

• our ability to effectively manage our growth and successfully enter new markets; and

• the attraction and retention of qualified employees and key personnel.

All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.

You should refer to the section of this prospectus entitled “Risk Factors” for a discussion of important additional factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. We caution you that the important factors discussed above and in “Risk Factors” may not contain all of the material factors that are important to you. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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USE OF PROCEEDS

Each of the selling stockholders will receive all of the net proceeds from the sale of common stock held by that stockholder. We will not receive any proceeds from the sales of our common stock by the selling stockholders. However, we will receive up to $2,250,000 in the aggregate from the cash exercise of the warrants. We intend to use the proceeds received from the cash exercise of the warrants for working capital and general corporate purposes.

DETERMINATION OF OFFERING PRICE

Since our common stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of our common stock was determined by the price of the common stock that was sold to our stockholders pursuant to an exemption under Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), and Rule 506 of Regulation D promulgated under the Securities Act.

The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates OTCBB, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings to fund the development and expansion of our business, and therefore we do not anticipate paying cash dividends on our common stock in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors.

DILUTION

We are not selling any of the shares of our common stock in this offering. All of the shares sold in this offering will be held by the selling stockholders at the time of the sale, so that no dilution will result from the sale of the shares

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SELLING STOCKHOLDERS

The common shares being offered for resale by the selling stockholders consist of 11,234,400 shares of our common stock that are issued and outstanding, 5,000,000 shares of our common stock issuable upon exercise of the warrants held by a selling stockholder and 8,000,000 shares of our common stock issuable upon the conversion of a convertible note held by a selling stockholder. These holders include investors in our private placement as of October 24, 2011 for the sale of 4,234,400 shares of our common stock.

The following table sets forth certain information regarding the selling stockholders and the shares offered by them in this prospectus. Each selling stockholder’s percentage of ownership is based upon 96,234,400 shares outstanding as of October 26, 2011.

Name of Selling Stockholder	Shares Beneficially Owned prior to Offering			Percentage Beneficially Owned prior to Offering			Shares to be Offered		Shares Beneficially Owned after Offering		Percentage Beneficially Owned after Offering
J. Kevin Adams(1)		16,499,700	(1)		17.2	%		1,168,120		15,331,580		15.9	%
Burt Alimansky & Arlene West		454,000	(2)		*			35,858		418,142		*
Robert W. Angstead		4,000			*			4,000		—		—
Boyd W. Argo		40,000			*			40,000		—		—
Ethan A. Argo		40,000			*			40,000		—		—
Private Trust Company FBO Edwin W. Barnett, IRA		40,000			*			40,000		—		—
Jack Belz		200,000			*			200,000		—		—
Ronald A. Belz Family LP		40,000			*			40,000		—		—
John B. Benton		20,000			*			20,000		—		—
William Bethell(3)		16,499,700	(3)		17.2	%		1,168,120		15,331,580		15.9	%
Raymond Earl Blankenship		20,000			*			20,000		—		—
Brian Bowman(4)		1,800,000	(4)		1.9	%		127,434		1,672,566		1.7	%
Brio Capital L.P.		300,000			*			300,000		—		—
Daniel L. Brown(5)		15,500,600	(5)		16.1	%		2,026,591		13,474,009		14.0	%
Frank R. Bryan		48,000			*			48,000		—		—
Vickey L. Bryan		52,000			*			52,000		—		—
Patrick T. Burke & Dorothy H. Burke		40,000			*			40,000		—		—
John Burns		4,000			*			4,000		—		—
Nick Bussanich(6)		1,800,000	(6)		1.9	%		127,434		1,672,566		1.7	%
TD Ameritrade Clearing Inc. FBO The Helvetica Group 401K PSP FBO John M. Camarena		60,000			*			60,000		—		—
TD Ameritrade Clearing Inc. FBO The Helvetica Group 401K PSP FBO Rochelle J. Camarena		60,000			*			60,000		—		—
Susan L. Chase		8,000			*			8,000		—		—
Chirag D. Chauhan		4,000			*			4,000		—		—
Jeremy Chism		4,000			*			4,000		—		—
Kevin Clarkson(7)		1,880,000	(8)		2.0	%		207,434		1,672,566		1.7	%
Ray Clarkson		1,880,000	(9)		2.0	%		207,434		1,672,566		1.7	%
Brian Davis		4,000			*			4,000		—		—
Rick Devine(10)		900,000	(10)		*			63,717		836,283		*
William W. Dupree III		100,000			*			100,000		—		—
Jerry D. Edwards		8,000			*			8,000		—		—
David Estes		16,000			*			16,000		—		—
EyeSpy Investment, GP		40,000			*			40,000		—		—
Seth Farbman		4,000			*			4,000		—		—
Patricia Gallina & Timothy R. Fleet		40,000			*			40,000		—		—
Jim S. Forbis Revocable Trust		40,000			*			40,000		—		—
Barbara S. Phil Gardner		12,000			*			12,000		—		—

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Name of Selling Stockholder	Shares Beneficially Owned prior to Offering			Percentage Beneficially Owned prior to Offering			Shares to be Offered			Shares Beneficially Owned after Offering		Percentage Beneficially Owned after Offering
James Hillis Gardner		12,000			*			12,000			—		—
GB Solutions, LLC(11)		2,000,000			2.1	%		2,000,000			—		—
Gemini Master Fund, Ltd.(12)		10,574,035	(12)		9.9%(12	)		13,000,000	(12)		—		—
Andy Groveman		200,000			*			200,000			—		—
F. William Hackmeyer		100,000			*			100,000			—		—
Anne W. Halloran		20,000			*			20,000			—		—
Patrick W. Halloran		40,000			*			40,000			—		—
Hnatek Trust		400,000			*			400,000			—		—
Ann Hogue		1,000,000	(13)		1.0	%		163,717			836,283		*
Byron Hogue(14)		1,000,000	(15)		1.0	%		163,717			836,283		*
TD Ameritrade Clearing Inc. FBO The Helvetica Group 401K PSP FBO Brent Howard		60,000			*			60,000			—		—
TD Ameritrade Clearing Inc. FBO The Helvetica Group 401K PSP FBO Doyan Howard		60,000			*			60,000			—		—
Robert Louis Hutton		4,000			*			4,000			—		—
Tommy Jackson		4,000			*			4,000			—		—
J. Philip Jones(16)		1,350,000	(16)		1.4	%		95,575			1,254,425		1.3	%
William Allen Jones		20,000			*			20,000			—		—
Paul and Pauline Kessler		4,000			*			4,000			—		—
Deborah J. Kolodziej		4,000			*			4,000			—		—
Ronald J. Kolodziej		4,000			*			4,000			—		—
John H. Lamberson, Jr.(17)		40,000	(17)		*			40,000			—		—
Ronald E. Lavin		200,000			*			200,000			—		—
William Lewis		4,400			*			4,400			—		—
James D. Maddox		100,000			*			100,000			—		—
Rodney A. Maddox		100,000			*			100,000			—		—
James D. May Jr.		20,000			*			20,000			—		—
John McLean		400,000			*			400,000			—		—
TD Ameritrade Clearing Inc. FBO The Helvetica Group 401K PSP FBO Chad Mestler		120,000			*			120,000			—		—
TD Ameritrade Clearing Inc. FBO Mitch Evan Needelman Rollover IRA		60,000			*			60,000			—		—
S. H. Martin and Company Inc.		6,000			*			6,000			—		—
Robert E. Phipps		200,000			*			200,000			—		—
Peer 9 Investments LLC		80,000			*			80,000			—		—
John Poling		40,000			*			40,000			—		—
John A. Randles III		50,000			*			50,000			—		—
Jon L. Rasmussen & Robin H. Rasmussen		8,000			*			8,000			—		—
John M. Rauscher		8,000			*			8,000			—		—
Graham M. Reese		8,000			*			8,000			—		—
Thomas M. Reeves		4,000			*			4,000			—		—
Victor C. Serafino		40,000			*			40,000			—		—
Katherine B. Smith		20,000			*			20,000			—		—
Richard L. Smith		80,000			*			80,000			—		—
George W. Sorrells III		40,000			*			40,000			—		—
Penelope Springer(18)		20,000			*			20,000			—		—
Michael B. Staebler		4,000			*			4,000			—		—
James R. Thomas		40,000			*			40,000			—		—

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Name of Selling Stockholder	Shares Beneficially Owned prior to Offering		Percentage Beneficially Owned prior to Offering		Shares to be Offered		Shares Beneficially Owned after Offering		Percentage Beneficially Owned after Offering
Robin Thomas		4,000		*		4,000		—		—
Paul Viboch		4,000		*		4,000		—		—
Vertical Projects LLC		20,000		*		20,000		—		—
Dan Walker Associates Inc.		64,000		*		64,000		—		—
Fletcher C. White		4,000		*		4,000		—		—
JDW Family LP		40,000		*		40,000		—		—
CJ Wilson		4,000		*		4,000		—		—
Paul D. Winter		4,000		*		4,000		—		—
John C. Woolley		30,000		*		30,000		—		—
William A. Zitzka		4,000		*		4,000		—		—

* Less than 1%

(1) Mr. Adams is our Chief Executive Officer, President and a director. The shares held by Mr. Adams are restricted stock subject to the 2011 Restricted Stock Plan and his stock award agreement.

(2) Includes 450,000 shares held by Mr. Alimansky pursuant to a stock award agreement. Mr. Alimansky is a consultant with our company, and the shares held by him are subject to the 2011 Restricted Stock Plan and his stock award agreement.

(3) Mr. Bethell is our Chief Financial Officer, Executive Vice President and a director. The shares held by Mr. Bethell are restricted stock subject to the 2011 Restricted Stock Plan and his stock award agreement.

(4) Mr. Bowman is an employee of our company. The shares held by Mr. Bowman are restricted stock subject to the 2011 Restricted Stock Plan and his stock award agreement.

(5) Mr. Brown is our Chief Operating Officer and a director. The shares held by Mr. Brown are restricted stock subject to the 2011 Restricted Stock Plan and his stock award agreement.

(6) Mr. Bussanich is an employee of our company. The shares held by Mr. Bussanich are restricted stock subject to the 2011 Restricted Stock Plan and his stock award agreement.

(7) Mr. Clarkson is our Executive Vice President — Product Development and a director.

(8) Includes 80,000 shares held by Kevin Clarkson’s father, Ray Clarkson. Except for the 80,000 shares held by Ray Clarkson, the shares held by Kevin Clarkson are restricted stock subject to the 2011 Restricted Stock Plan and his stock award agreement. Kevin Clarkson disclaims beneficial ownership of Ray Clarkson’s shares.

(9) Includes 1,800,000 shares held by Ray Clarkson’s son, Kevin Clarkson, as disclosed in note 7 above. Ray Clarkson disclaims beneficial ownership of Kevin Clarkson’s shares.

(10) Mr. Devine is an employee of our company. The shares held by Mr. Devine are restricted stock subject to the 2011 Restricted Stock Plan and his stock award agreement.

(11) GB Solutions, LLC is controlled by Peter J. Weisman, one of our directors.

(12) Includes 8,000,000 shares of common stock issuable upon conversion of a convertible note and 5,000,000 shares of common stock issuable upon exercise of warrants; however, since the terms of the convertible note and warrants provide that the holder thereof may not so convert or exercise to the extent it would cause the holder to beneficially own in excess of 9.9% of our outstanding shares of common stock, the holder beneficially owns 10,574,035 shares of common stock on the date of this prospectus. We issued the convertible note and warrants in exchange for intellectual property that we purchased from Gemini Master Fund, Ltd.. See “Certain Relationships and Related Party Transactions” for further description of this transaction. Gemini Strategies, LLC is the investment manager of Gemini Master Fund, Ltd., and Steven Winters is the sole managing member of Gemini Strategies, LLC. Each of Gemini Strategies, LLC and Steven Winters expressly disclaims any equitable or beneficial ownership of such securities.

(13) Includes 900,000 shares held by Mrs. Hogue’s husband, Byron Hogue, pursuant to a stock award agreement.

(14) Mr. Hogue is a consultant with our company.

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(15) Includes 100,000 shares held by Mr. Hogue’s wife, Ann Hogue. Except for the 100,000 shares held by Mr. Hogue’s wife, the shares held by Mr. Hogue are restricted stock subject to the 2011 Restricted Stock Plan and his stock award agreement.

(16) Mr. Jones is an employee of our company. The shares held by Mr. Jones are restricted stock subject to the 2011 Restricted Stock Plan and his stock award agreement.

(17) Mr. Lamberson is one of our directors and the Executive Vice President of CB Richard Ellis Memphis, LLC. Mr. Lamberson purchased his shares in our private placement.

(18) Ms. Springer is the Chief Financial Officer of CB Richard Ellis Memphis, LLC.

Except as disclosed in the table above, to our knowledge, none of the selling stockholders or their beneficial owners:

• has had a material relationship with us other than as a stockholder at any time within the past three years;

• has ever been one of our officers or directors or an officer or director of our affiliates; or

• are broker-dealers or affiliated with broker-dealers.

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PLAN OF DISTRIBUTION

The common shares being offered for resale by the selling stockholders consist of 11,234,400 shares of our common stock, 5,000,000 shares of our common stock issuable upon exercise of the warrants held by a selling stockholder and 8,000,000 shares of our common stock issuable upon the conversion of a convertible note held by a selling stockholder. We will pay any fees and expenses incurred by us incident to the registration of the securities.

Each selling stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the OTCBB or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

• in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated price per security;

• through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

• a combination of any such methods of sale; or

• any other method permitted pursuant to applicable law.

The selling stockholders may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the

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Securities Act. Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

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DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 250,000,000 shares, which is comprised of: (a) 245,000,000 shares of $0.0001 par value common stock, and (b) 5,000,000 shares of $1.00 par value preferred stock.

Common Stock

Voting rights.  The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, except for any amendments to our certificate of incorporation that relate solely to the terms of one or more outstanding series of preferred stock, if the holders of such preferred stock are entitled to vote separately or as a class. We have not provided for cumulative voting for the election of directors.

Dividends.  The holders of our common stock are entitled to dividends, if any, as our board of directors may declare from funds legally available for such purposes, subject to the preferential rights of holders of our preferred stock.

Liquidation.  If we liquidate, dissolve or wind-up our business, our assets which are available to stockholders, after distribution to the holders of our preferred stock, will be distributed on a prorata basis to the holders of our common stock. The holders of our common stock do not have preemptive, subscription, redemption or conversion rights.

Outstanding shares.  As of the date of this prospectus, we have 96,234,400 shares of common stock issued and outstanding, of which 57,500,000 shares are restricted stock issued under our Restricted Stock Plan described elsewhere in this prospectus.

Preferred Stock

Of the 5,000,000 authorized shares of preferred stock, we have designated 3,000,000 as Series A 8% Redeemable Preferred Stock, which we refer to as Series A preferred stock.

Voting rights.  The holders of Series A preferred stock do not have the right to vote on any matters voted upon by holders of our common stock. However, the affirmative vote or written consent of the holders of at least a majority of the outstanding Series A preferred stock, given in person or by proxy, is needed to:

• amend, modify, alter or repeal any of the rights, preferences, privileges, and provisions of the Series A preferred stock contained in our certificate of incorporation (whether by merger, consolidation, reclassification or reorganization or otherwise); or

• amend, modify, alter or repeal our certificate of incorporation or bylaws so as to change or materially and adversely affect any rights, preferences, obligations, privileges, or voting power of the Series A preferred stock (whether by merger, consolidation, reclassification or reorganization or otherwise).

Dividends.  The holders of our Series A preferred stock are entitled to dividends. Dividends on each Series A preferred stock accrue and accumulate daily, from the date the stock was issued, at 8% per annum of $1.00 per share. Accrued dividends are payable monthly. As of August 31, 2011, we had paid $28,000 in dividends on our Series A preferred stock.

Liquidation.  If we liquidate, dissolve, wind-up our business, or if our board of directors declare dividends, the right to payment of holders of Series A preferred stock will rank:

• junior and subordinate to our debts;

• senior to all classes of our common stock and any other stock designated as junior to Series A preferred stock; and

• on par with each class or series of preferred stock designated as such.

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With respect to distribution of assets upon liquidation, the holders of Series A preferred stock are entitled to receive $1.00 per share plus all accrued but unpaid dividends. If the assets available in the liquidation are insufficient to pay the full amount due to holders of Series A preferred stock and holders of other stock of equal rank with Series A preferred stock, then we will prorate the distributions among these holders.

Redemption rights.  We have the right to redeem, with the consent of Gemini Master Fund, Ltd., or Gemini, as long as the convertible note described below is outstanding, at any time any or all outstanding Series A preferred stock at a price equal $1.00 per share plus any accrued and unpaid dividends. We may not reissue Series A preferred stock that we have redeemed or purchased.

Transfer Restrictions.  As long as the convertible note described below is outstanding, the holders of Series A preferred stock may not transfer their shares without the consent of Gemini.

Outstanding shares.  As of the date of this prospectus, we have 1,200,000 shares of Series A preferred stock issued and outstanding.

Warrants

On April 15, 2011, we issued warrants to purchase up to 5,000,000 shares of our common stock to Gemini. Specifically, we issued:

• Class A warrants which provide Gemini with up to 1,500,000 shares of our common stock at an exercise price of $0.30 per share, which includes a mandatory exercise provision once shares of our common stock are trading at $0.60 per share for 15 out of any 20 consecutive trading days;

• Class B warrants which provide Gemini with up to 1,500,000 shares of our common stock at an exercise price of $0.40 per share, which includes a mandatory exercise provision once shares of our common stock are trading at $0.80 per share for 15 out of any 20 consecutive trading days; and

• Class C warrants which provide Gemini with up to 2,000,000 shares of our common stock at an exercise price of $0.60 per share, which includes a mandatory exercise provision once shares of our Common Stock are trading at $1.20 per share for 15 out of any 20 consecutive trading days.

The mandatory exercise provisions in the warrants are not enforceable if: (a) the mandatory exercise would result in Gemini beneficially owning in excess of 9.9% of our outstanding shares of common stock; (b) at any time during the previous six months we forced the exercise of any of the warrants; (c) we fail to maintain an effective registration statement and current prospectus covering the resale of the shares underlying the warrants; (d) the shares underlying the warrants fail to be, or fail to remain, listed or quoted on an acceptable trading market; (e) we fail to authorize and reserve for issuance the requisite number of shares of our common stock; (f) we enter bankruptcy or insolvency proceedings or breach the terms of the warrants; (g) the volume weighted average price of our common stock drops to or below $0.50 per share; or (h) the daily dollar trading volume of our common stock drops to or below $30,000.

Gemini may redeem the warrants for cash at the value of the warrants if we fail to: (a) use our reasonable efforts to file a registration statement registering the shares underlying the warrants; (b) reasonably diligently respond to the SEC’s comments; (c) use our best efforts to cause the shares underlying the warrants to be registered; or (d) take any action to voluntarily withdraw registration of the shares underlying the warrants.

If we fail to maintain an effective registration statement and current prospectus covering the resale of the shares underlying the warrants, Gemini may exercise its warrants by means of a “cashless exercise.” In such event, Gemini may pay the exercise price with shares underlying the warrants rather than with cash. The warrants have a term of seven years following the date of issuance.

The exercise price of the warrants may be adjusted from time to time if, for example, we (a) pay a stock dividend, (b) effectuate a stock split or reverse stock split, (c) issue any shares of our capital stock by reclassification of the shares of our common stock, (d) sell equity at less than the exercise price of the warrants, (e) issue rights, options, or warrants to holders of our common stock entitling them to purchase shares of our common stock at less than the volume-weighted average price of our common stock, or (f) if we enter into a fundamental transaction such as a merger or sales of all or substantially all of our assets.

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Convertible Note

We issued a promissory note to Gemini in the original principal amount of $1,800,000. The note bears interest at 8% per annum and may be converted into shares of our common stock at $0.225 per share. It matures on April 15, 2013, if it is not converted sooner. The note is secured by all of our assets, including our intellectual property. The conversion price of the note may be adjusted from time to time under the same circumstances as adjustments in the exercise price of the warrants. As of August 31, 2011, we had paid $54,000 in interest on the note.

Anti-Takeover Provisions

Delaware Law

We are governed by Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years, did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring or preventing a change in our control.

Certificate of Incorporation and Bylaws

Our certificate of incorporation and bylaws include a number of provisions that may have the effect of delaying, deferring or preventing another party from acquiring control of us. These provisions encourage persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts.

Undesignated preferred stock.  We believe the availability of the preferred stock under our certificate of incorporation provides us with flexibility in addressing corporate issues that may arise. The existence of authorized but unissued shares of preferred stock may enable our board of directors to render more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of our stockholders, our board of directors could issue shares of preferred stock without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group. In this regard, our certificate of incorporation grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. Our board of directors will make any determination to issue shares based on its judgment as to our and our stockholders’ best interests.

Special stockholder meetings; Written consents.  Special meetings of our stockholders may be called only by the chairman of the board of directors, our chief executive officer or by the board of directors through a resolution adopted by a majority of the total number of authorized directors. Our stockholders may only take action at a duly called annual or special meeting of stockholders. Our stockholders may not take action by written consent.

Advance notice requirements.  Stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner. There are also specific requirements as to the form and content of the notice.

Amendments; Vote requirements.  Under Delaware law, stockholders have the power to adopt, amend, or repeal bylaws. A corporation may, however, in its certificate of incorporation also grant the board of directors the power to adopt, amend or repeal its bylaws. Subject to the rights of holders of our preferred stock, our certificate of incorporation allows our board of directors to adopt, amend or repeal our bylaws by the affirmative vote of the majority of directors then in office.

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Vacancies.  Vacancies on the board of directors may be filled by the affirmative vote of a majority of directors then in office (even if less than a quorum), subject to the rights of holders of our preferred stock.

Transfer Agent

At this time, we have not selected a transfer agent but intend to do so prior to the SEC declaring our registration statement effective.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant. Nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The validity of the shares of our common stock offered under this prospectus is being passed upon for us by Baker, Donelson, Bearman, Caldwell & Berkowitz, PC in Memphis, Tennessee. Baker, Donelson, Bearman, Caldwell & Berkowitz, PC does not own any shares of our common stock.

Our financial statements as of August 31, 2011 and for the period from April 13, 2011 (inception) to August 31, 2011, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our results of operations and financial condition with the financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this prospectus. Actual results may differ materially from those contained in any forward-looking statements.

We are an innovator, developer and marketer of energy-efficient electronic ballasts for fluorescent fixtures in the commercial lighting industry. We have two product lines, a daylight harvesting ballast and a wireless programmable ballast. Our daylight harvesting ballasts and wireless programmable ballasts conserve energy and can greatly reduce the energy costs of operating commercial buildings. With rising utility rates, dwindling natural resources, an inadequate national power grid and regulatory mandates to conserve energy, we believe our products are positioned to take advantage of this unique market opportunity.

We were incorporated on April 13, 2011 and commenced operations on April 15, 2011. We were capitalized on April 15, 2011 with $3,000,000 contributed by Green Ballast LLC, or GBL, which consisted of $2,532,000 in cash and $468,000 in inventory of ballasts. In exchange, we issued to GBL 32,500,000 shares of our common stock, 1,200,000 shares of our redeemable Series A preferred stock and a convertible secured promissory note in the principal amount of $1,800,000. The promissory note issued to GBL is mandatorily convertible into shares of our redeemable Series A preferred stock to the extent the principal balance under the promissory note issued to Gemini Master Fund, Ltd., described below, is reduced.

We acquired the patented technology underlying our products from Gemini Master Fund, Ltd., or Gemini, on April 15, 2011, for a purchase price of $2,200,000, consisting of $400,000 in cash and a convertible secured promissory note in the principal amount of $1,800,000. The intellectual property acquired was recorded for $1,800,906 which is based on the fair value of consideration given. The promissory note issued to Gemini is convertible into shares of our common stock. We also issued warrants to Gemini to purchase up to 5,000,000 shares of our common stock.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, the disclosure of contingent liabilities and the reported amounts of revenues and expenses. Our estimates are based on assumptions we believe are reasonable under the circumstances. We will evaluate our estimates on an ongoing basis and make changes as experience develops or as we become aware of new information. Actual results may differ from these estimates.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

Revenues

We recognize revenue when all of the following conditions exist: (i) persuasive evidence of an arrangement between us and our customer, (ii) delivery has occurred, (iii) the revenue amount is determinable, and (iv) collection is reasonably assured. Valuation allowances are established for estimated returns, allowances, and discounts at the time revenue is recognized.

Product Warranties

We provide a limited warranty covering defective materials and workmanship. We generally provide for a 5-year warranty on our products. In the event a claim is made by a customer on a warranty, we will replace the product and reimburse the purchaser $10.00 per ballast to defray any installation costs. We accrue estimated warranty costs at the time products are sold.

Income Taxes

Our financial statements include an estimate of income taxes assessed for any legal jurisdiction in which we operate. These income taxes include both a current amount, as well as a deferred portion which results from a variety of temporary book versus tax treatment differences, including net operating loss carryforwards.

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These differences result in deferred tax assets and liabilities, which are included in the consolidated balance sheet. Once established, any deferred tax asset must be evaluated to determine whether it is more likely than not that the future tax benefits will be realized, including the likelihood that we will generate sufficient future taxable income to utilize the full amount. When facts and circumstances warrant, we will establish, increase or reduce valuation allowances associated with deferred tax assets in order to reflect which assets meet the more-likely-than-not realizability test. Based on the cumulative losses and lack of operating history, we have recorded a valuation allowance against our net deferred tax assets as we believe that it is more likely than not that these deferred tax assets will not be realized.

Impairment of Long-Lived Assets

We account for long-lived assets in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 350, Intangibles — Goodwill and Other (ASC 350). We periodically evaluate long-lived assets for indicators that would suggest that the carrying amount of the assets may not be recoverable. The judgments regarding the existence of such indicators are based on factors such as operating performance, market conditions, and legal factors. The valuation of long-lived assets requires the use of judgment in evaluating these indicators.

In accordance with ASC 350, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. Our long-lived assets consist primarily of a patent which has a definite life.

Results of Operations

Since our inception on April 13, 2011, we have focused our efforts on building our business operations and making further refinements and developments to our technology. We have not generated any significant revenues and have used cash realized from our initial capitalization and in our recent private placement to fund our operating expenses. For the period from April 13, 2011 to August 31, 2011, we have generated an operating loss of $1,377,459. During this period, our net sales were $20,028, cost of sales was $16,946 and our gross profit was $3,082. Our selling, general and administrative expenses were $1,380,541, resulting in our operating loss of $1,377,459. Our selling, general and administrative expenses included $282,000 of compensation expense related to our restricted stock awards to employees. At August 31, 2011, we had approximately $2,298,437 of total unrecognized compensation costs related to stock awards granted under our Restricted Stock Plan. We will recognize a portion of these costs ratably over a service period of between 10 – 35 months.

In September 2011, we received a $2,000,000 purchase order from a customer. Over time, as we ship products to this customer, we expect to generate revenue that will help to fund our operating expenses. We expect to begin generating meaningful revenue from product sales in the fourth quarter of 2011. However, we expect to continue generating net losses through 2012. Our ability to become profitable depends on our success in generating sufficient revenue from sales of our products to pay our ongoing expenses.

Liquidity and Capital Resources

As of August 31, 2011, we had cash and cash equivalents of $1,211,932 and working capital of $1,750,578. Since our inception, we have financed operations through sales of our debt and equity securities. For the period from April 13, 2011 to August 31, 2011, we used $1,157,290 of cash for operations. Net cash provided by financing activities totaled $2,769,222 during the period ended August 31, 2011. We generated this net cash from proceeds received from sales of our common and preferred stock and issuance of our debt in connection with our original capitalization.

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From July 2011 to October 2011, we conducted a private placement of our common stock to accredited investors resulting in the issuance of 4,234,400 shares of common stock, for gross cash proceeds of $1,058,600. The purchase price for each share was $0.25. As a result of our financing activities and private placement, we had aggregate cash and cash equivalents of $1,599,078 as of October 24, 2011.

Management has estimated that our cash on hand as of October 24, 2011 is sufficient to sustain our operations for at least the next 12 months. Our management recognizes that we must significantly increase our product sales or obtain additional capital from other sources in order to achieve profitable operations. We may obtain that capital through additional sales of our common stock or through debt funding. However, no assurances can be given that additional capital, when needed, will be available or acquired upon terms acceptable to us.

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OUR BUSINESS

Overview

We are a Delaware corporation incorporated on April 13, 2011. We develop, market and distribute energy-efficient electronic ballasts for fluorescent fixtures in the commercial lighting industry. An electronic ballast is a device used with a fluorescent bulb to regulate the amount of electric current delivered to start and operate the bulb. It supplies the initial electricity to the bulb that creates light, and then it regulates the amount of electricity flowing through the bulb. We offer unique energy-efficient electronic ballasts as an alternative to traditional ballasts and existing dimming and daylight harvesting ballasts. In addition to being energy-efficient, our ballasts are cost-effective, simple to install, low-maintenance, environmentally friendly and compatible with existing building management systems.

We believe we are at the forefront of an industry-wide drive towards more energy-efficient lighting options. As energy costs rise and natural resources become scarce, commercial developers are increasingly seeking ways to construct and retrofit commercial buildings to be more energy-efficient. Similarly, commercial property owners and managers are exploring methods to reduce energy costs and usage. Based on several independent studies (including studies conducted by the New Jersey Department of Transportation and Pasadena Water and Power), our ballasts can save approximately 30% to 70% of energy costs compared to traditional ballasts.

Our management team is comprised of seasoned real estate executives and engineers with wide contacts into the commercial and industrial real estate markets. Our management has extensive experience retrofitting, constructing and remodeling commercial buildings and understands the need for energy-efficient lighting products. We intend to market our products, which incorporate our patented ballast technology, to electrical lighting product distributors, energy service companies, original equipment manufacturers and commercial real estate end-users. We believe our management team’s extensive real estate experience makes us uniquely qualified to market our energy-efficient ballasts.

Our Products

Our product lines consist of two types of electronic ballasts in different phases of production: daylight harvesting ballasts and wireless programmable ballasts. Within each of these product lines, we are developing at least 10 models that vary by bulb size, wattage and voltage. Several of these models are currently in production, while others are expected to become available in late 2011 through mid 2012. For example, our daylight harvesting ballast is available in models that can be applied to two-lamp, three-lamp, or four-lamp light fixtures. We are also developing a model that that can be applied to high output bulbs, typically used to light large retail and commercial spaces that need higher wattages. Our diverse product portfolio will give our customers the ability to choose products that meet their unique needs. Our ballasts come with a 5-year limited warranty covering defective materials and workmanship. If the ballast fails to operate during the warranty period, we will replace the ballast and pay for the installation of the new ballast. The various features of our product lines are further described below.

Daylight Harvesting Ballast Line

Each of the ballasts offered within our daylight harvesting ballast line operate in the following manner. The ballast uses a photo sensor to measure the amount of light in a room provided by sources other than artificial light. Based on this measurement, the ballast automatically and continually adjusts the amount of electric current flowing to the fluorescent bulb in order to decrease or increase the amount of artificial light to coincide with the available daylight. The ballast optimizes the amount of daylight available in a room and, by reducing the amount of artificial light emitted, reduces energy usage. The continuously operating ballast does this in a way that the room occupant is generally unaware that the artificial light in the room has been increased or decreased.

Wireless Programmable Ballast Line

Our wireless programmable ballasts, which are in development, have the same capabilities as our daylight harvesting ballast line, with wireless programmable and “addressability” features. Many newer commercial buildings, and older buildings which have undergone recent renovation, incorporate a central control system

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that can regulate the lighting, heating and cooling functions within the building. These systems manage and reduce energy consumption by controlling the amount of heating and cooling output and lighting in individual spaces within a building. The individual light fixtures and temperature control devices in a particular room are hardwired directly to a central processing unit.

Each of our wireless programmable ballasts can be integrated into these systems without the need for hardwiring. The ballast accepts commands from the system wirelessly and can be individually “addressable,” that is the system can send a command directly to that light fixture directing that it be turned on or off on an individual basis. Through the building automation system, the ballast can be directed to reduce the amount of light being emitted during peak load periods when utility companies typically charge higher rates and directed to turn the lights off when the space is empty or the offices are closed. In addition, our wireless programmable ballast is capable of two-way communication. It can alert building staff of burned-out bulbs or ballasts and eliminate the need for a physical inspection.

Shared Benefits

Our daylight harvesting and wireless programmable ballast lines have several features in common. Both ballasts lines will come in sizes T8 and T5. T indicates the shape of the bulb is tubular and the number indicates the diameter of the bulb. Both ballast lines have daylight harvesting features. Our ballasts also offer the following additional benefits:

• Energy savings.  Lighting is traditionally one of the most expensive components of the energy costs to operate a commercial building. According to a report prepared by McGraw-Hill Construction, or the McGraw-Hill Report, for the Department of Energy, or DOE, lighting accounts for one-quarter, the largest share, of total primary energy use in a commercial building. Based on the results of several independent third-party studies (including studies conducted by the New Jersey Department of Transportation and Pasadena Water and Power), our ballasts have been shown to save approximately 30% to 70% in energy costs compared to traditional ballasts.

• Self-contained and independent.  Most daylight harvesting ballasts are part of an integrated and costly central hard-wired system. Our ballasts, on the other hand, are self-contained and independent. Unlike our competitors’ products, there is no add-on or hardwiring required to achieve the daylight harvesting and addressability features in our ballasts. As a result, they are simple to use, low maintenance, and less prone to errors in adjustment of a system’s control responses to the specific conditions of a room.

• Quick and easy installation.  They are “plug and play.” This means an existing ballast is easily removed and replaced with one of our ballasts. As a result, we believe our ballasts take substantially less time to install than traditional ballasts.

• Lower cost.  We believe the overall costs of our ballasts are substantially lower than traditional ballasts. As mentioned above, while traditional ballasts can only achieve daylight harvesting and addressability through installation of a costly external component, our ballasts have built-in daylight harvesting and addressable features. In addition, because our ballasts take less time to install and maintain, overall labor costs are reduced. Furthermore, we believe end-users of our ballasts will recoup the initial purchase and installation costs over a period of one to three years. This recoupment period can be accelerated if the end-users take advantage of government rebate programs.

Our Industry and Targeted Markets

We believe that our ballasts are coming to the commercial lighting industry at a time when industry and market trends and government mandates are strongly working in our favor. According to Pike Research, the United States consumes approximately 20% of the world’s total electricity consumption for lighting. Because of concerns about global warming and efforts to reduce the United States’ dependence on fossil fuels, generating electricity with alternate sources of energy and being more energy-efficient has gained significant importance. With that, “green” products, like our ballasts, that can both save energy and benefit the environment have received increased attention.

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According to the U.S. Environmental Protection Agency, or EPA, the production of electricity accounts for the largest portion of U.S. greenhouse gas emissions. The National Academies report that human activities, namely the burning of fossil fuels, increase greenhouse gases and are a direct contributor to global warming. According to the Building Owners and Managers Association, or BOMA, commercial buildings are among the country’s biggest energy consumers. In fact, energy use is among the largest operating expense in commercial buildings. According to the DOE, the commercial lighting industry comprises 51% of the total energy consumption for lighting.

The commercial lighting industry is in a state of transformation. In particular, we believe the following industry and market trends provide us an opportunity for successfully marketing our ballasts:

An over-burdened infrastructure, dwindling natural resources and rising energy prices have generated a growing movement towards energy-efficiency.

The United States power grid is a group of three major sectors that work together to form our national energy distribution infrastructure. However, the independently owned and operated network of aging and overburdened production plants, distribution centers, and transmission lines, paired with an increase in domestic consumption has led to numerous fulfillment problems. A Lawrence Berkley National Laboratory study reported that in the northeast United States, utilities in New York, Pennsylvania, and New Jersey average 214 minutes of total interruption each year. That is compared to an average of four minutes per year in Japan.

According to research by the University of Minnesota, non-disaster related blackouts and brownouts have increased 124% since the early 1990’s. The overworked system is further evidenced by the prevalence of high-profile blackouts and brownouts over the past several years. The most publicized blackout in recent history is the blackout of 2003 in the northeast United States that not only resulted in a power outage for the entire city of New York, but an estimated 50 million people in Canada and the United States. The U.S.-Canada Power System Outage Task Force estimated that the blackout cost between $4 and $10 billion. Power was not restored to parts of the United States for four days.

During the summer of 2011, Reuters reported that the utility company of Consolidated Edison, or Con Edison, was forced to reduce voltage to 139,000 customers to keep from knocking its entire system offline. The Wall Street Journal reported that with the extreme heat in Texas during 2011, the power demand in Texas reached levels that were not expected until 2014. The Electric Reliability Council of Texas, the organization responsible for the power grid in Texas, scarcely avoided instituting rolling blackouts across the state.

According to the EPA, fossil fuels, which include coal, oil and natural gas, provide more than 84% of all the energy consumed in the United States. Fossil fuels are also used to create nearly two-thirds of the electricity in the United States. The U.S. Energy Information Administration, or EIA, expects reliance on fossil fuels to increase over the next two decades, despite strong development and use of new renewable and nuclear technologies. According to the EIA, energy prices are currently on the rise and are expected to continue rising over the next two decades. For example, an EIA study shows that the price of imported crude oil increased by approximately 37%, from $82 per barrel in November 2010 to $112 per barrel in April 2011 and is expected to reach $125 per barrel by 2035.

According to the McGraw-Hill Report, lighting accounts for one-quarter, the largest share, of total primary energy use in a commercial building. As a result, commercial developers and property owners and managers are actively seeking means of saving energy costs and reducing electricity usage. According to Pike Research, linear fluorescent T8 and T5 lamps, which are more efficient alternatives to existing T12 lamps and with which our ballasts operate, are expected to become the leading technology.

Increasing demand for “commercial green building.”

“Green building” is on the rise. The EPA defines “green building” as the practice of creating structures and using processes that are environmentally responsible and resource-efficient throughout a building’s life-cycle from siting to design, construction, operation, maintenance, renovation and deconstruction. According to a publication by Environmental Leader, the value of the U.S. green building market is expected to increase

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from approximately $71.1 billion in 2010 to approximately $173 billion by 2015. Energy-efficiency is only one component of green building, but, according to the McGraw-Hill Report, it is the driving force behind the growth in green building.

Within the green building market, there is a growing demand for “commercial green building,” which is constructing and retrofitting commercial buildings with energy conservation and employee productivity in mind. According to the publication by Environmental Leader, the commercial green building market is expected to grow from approximately $35.6 billion in 2010 to approximately $81.8 billion by 2015. This represents an 18.1% annual growth. We believe this growth is partly attributable to rising energy costs and scarce natural resources.

Green building also makes good business sense for commercial building owners. For example, according to the U.S. Green Building Council, green buildings are sold and leased at a faster rate. Green buildings are also sold for as much as 10% higher per square foot than traditional buildings. Similarly, a 2008 CoStar Group Study found that green buildings outperform non-green buildings in core areas such as occupancy, sale price, and rental rates. Recent sustainability studies conducted by CBRE Group, Inc., or CBRE, also found that green buildings enjoy higher occupancy and rental rates. The CBRE study showed that green buildings commanded higher rental rates by an average of more than 7% for the first three quarters of 2010. The CBRE study also revealed other advantages to green buildings. More than half of the 3,000 surveyed tenants who work in green buildings indicated that they felt more productive and had fewer sick days. These benefits may explain why, according to the National Association of Realtors, approximately 25% of all new construction projects in the United States are registered for the internationally recognized, green building Leadership in Energy and Environmental Design, or LEED certification. Our ballasts allow users to gain the highest available category of points towards LEED certification.

Federal regulations eliminating production of T12 magnetic ballasts and most types of T12 bulbs.

The Energy Policy and Conservation Act, enacted in 1975, authorizes the DOE to establish federal energy-efficiency standards that achieve the maximum improvement in energy-efficiency. The DOE has taken several significant steps to improve energy-efficiency in consumer products and commercial and industrial equipment.

First, on September 19, 2000, through the DOE, the Office of Energy Efficiency and Renewable Energy published in the Federal Register the first steps to phase-out T12 magnetic ballasts. The phase-out began in 2005 when T12 magnetic ballasts were banned for new applications, and allowed only as replacements to existing systems. As of June 30, 2010, with few exceptions, T12 magnetic ballasts were no longer able to be produced for any purpose. As of that date, almost all commercial lighting users who need to replace a current T12 magnetic ballast will need to upgrade their lighting systems to conform to the new standards.

Second, pursuant to guidelines published in the Federal Register on July 14, 2009, the DOE will require that manufacturers cease production of most types of T12 light bulbs on July 14, 2012. The guidelines will make it impossible for commercial users of almost all forms of T12 light bulbs to simply replace their current systems.

Based on market data and our industry experience, we estimate that 2 billion fluorescent light bulbs are sold every year in the United States. We believe the majority of ballasts existing in the commercial lighting industry are T12 and T8 ballasts that operate with fluorescent light bulbs. We estimate that T12 ballasts that operate with T12 light bulbs represent almost 50% of the commercial lighting industry, with approximately 725 million currently in service and 100 million replaced annually. T8 ballasts represent a slight majority of the commercial lighting industry, with approximately 1 billion currently in service and 110 million replaced annually. As a result, we believe that approximately 50% of the commercial lighting industry will need to upgrade to more-efficient ballasts, like ours, over the next several years. We expect that T8 and T5 ballasts, such as the ballasts we have developed or are currently developing, will become increasingly commonplace.

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Incentives for energy-efficiency.

According to the McGraw-Hill Report, utilities in 48 states have established financial incentives in the form of rebates, grants and loans designed to promote energy-efficiency. Of these incentives, 29% are targeted to the commercial market. Incentives for energy-efficient lighting products represent 72% of those targeted to the commercial market. For example, rebates may be available for commercial users who convert from T12 lighting products to T8 lighting products like our ballasts. Such rebates have the effect of reducing capital outlay and result in shorter payback periods.

The federal government has also implemented financial incentives to encourage energy-efficiency. In particular, the Energy Policy Act of 2005 creates tax incentives for qualified commercial buildings who undertake energy-efficient lighting upgrades.

Our Competitive Strengths

There are a number of traditional, energy-efficient ballasts and other energy-efficient lighting products from which our customers can choose. We believe the following factors provide us an advantage over these other products and the providers of these products.

• Independently verified energy conservation and savings.  Our ballasts are designed to conserve energy and save energy costs to operate commercial buildings. Several independent third party sources, including studies conducted by the New Jersey Department of Transportation and Pasadena Water and Power, have found that our ballasts can save the end-user approximately 30% to 70% of energy cost compared to traditional ballasts.

• Cost-effectiveness and return on investment.  Our ballasts are cost-effective for a number of reasons. First, energy savings costs and government rebate programs can offset the initial purchase cost. We believe end-users can recoup the initial purchase costs within one to three years depending on the application. The recoupment period can be even shorter depending on the government rebate program. Some rebate programs offer reimbursement of up to 50% of the installation costs. Second, because the daylight harvesting technology and addressability features are built into our ballasts, our ballasts are self-contained and our customers do not need to pay for costly external components to achieve the same result. Finally, since our ballasts are easy to install and maintain, labor costs are minimal.

• Patented technology, innovative products and broad applications.  Our ballast technology is patent-protected. We have a pending application covering our wireless programmable technology. We are continuously seeking ways to improve our existing products and offer new methods of operations for our products. Our portfolio of ballasts will be available in various bulb sizes, wattage and voltage. As a result, our ballasts will have various applications, meet current and future market demands, and fit the unique needs of our customers.

• Management team with significant commercial real-estate expertise and ties.  Our management team is comprised of experienced real estate executives and engineers who understand the need for energy-efficient lighting in commercial real estate through retrofit upgrades, new construction, and renovation. They have a deep appreciation for the unique benefits offered by our products. Our team has also gained significant contacts in the commercial real estate market, developed over the course of over 31 years in the market.

Our Growth Strategy

Our objective is to become the leading provider of energy-efficient ballasts to the commercial lighting industry. Key elements of our strategy include the following:

• Capitalize on current industry and market trends.  We recognize the market opportunity arising from the surge in green building and government mandates directed at eliminating less efficient lighting products. We estimate that approximately 50% of the commercial lighting industry must acquire new energy-efficient ballasts over the next several years. We are prepared and have designed

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our products to meet this large market demand. In addition, our ballasts are ideal for commercial buildings seeking LEED certification because lighting control systems such as ours offer the highest available category of points (up to 6 points) towards LEED certification.

• Invest in highly experienced and specialized sales managers.  We intend to hire sales managers, working under a Chief Marketing Officer, who are highly experienced and have strong relationships within the commercial real estate and retrofit industry. Each sales manager will become a market specialist and develop expertise in one of four markets: electrical lighting product distributors, energy service companies, original equipment manufacturers and commercial real estate end-users.

• Continue developing innovative products and expanding product applications.  As our operations grow, we will concentrate on improving our existing products, testing novel applications of our products, and introducing innovative products to meet market demand. This will allow us to continue to meet our customers’ growing needs, expand our customer base and retain our competitive advantage. We will continue to pursue patent protection for our unique technologies.

• Leverage management’s experience to develop strategic relationships with our customers.  Our management team has extensive experience in the real estate management, construction and retrofit business. As a result, members of our team have developed robust relationships with commercial lighting product distributors, energy service companies, original equipment manufacturers and commercial real estate end-users, all of which are our targeted markets. We believe that these relationships and the favorable reputation of the members of our management team will facilitate our successful marketing to these markets.

Sales and Marketing

We will market our products to (i) electrical lighting product distributors, (ii) energy service companies, (iii) original equipment manufacturers, and (iv) commercial real estate end-users.

Electrical Lighting Product Distributors

We intend to market to the leading electrical lighting product distributors in the commercial lighting industry. Through our marketing efforts, we will seek to encourage these distributors to include our ballasts in their product offerings.

Energy Service Companies

We also intend to develop relationships with leading national and regional energy service companies, or ESCOs. These are businesses that develop, install, and arrange financing for projects designed to improve the energy-efficiency and maintenance costs for facilities over a seven to twenty year time period. ESCOs offer the end-user a turn-key package for implementing energy-reduction products in new construction and renovations. As such, we believe the purchase of our ballasts directly complements their business objectives.

Original Equipment Manufacturers

Additionally, we will market to original equipment manufacturers, or OEMs, that manufacture light fixtures to include our ballasts as part of the overall fixtures they sell to the end-user. Relationships with OEMs are particularly beneficial for us because we would not incur any sales or marketing expenses on such sales.

End-Users

We intend to market our ballasts directly to commercial real estate end-users which include commercial real estate developers, commercial building owners and managers, and tenants of commercial buildings. We will target end-users operating within the top 30 metropolitan areas within the United States, which areas typically have the highest utility rates and higher rebate programs.

We will employ highly experienced sales managers to serve the needs of these markets. Each sales manager will be assigned to one these four markets based on his or her level of expertise and existing relationships within the particular market. As our operations grow, we will hire regional-based salespeople

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spread across the Northeast, Southeast, West, and Midwest regions. Our sales managers will report to a Chief Marketing Officer. We will have cash bonus and incentive plans in place designed to compensate the Chief Marketing Officer and sales managers for achieving or exceeding sales goals.

We will manage our customer relationships through the use of cloud computing software such as those offered by Salesforce.com which will provide us with the market research and intelligence to better serve the needs of our existing customers and to identify potential customers. We intend to integrate such software programs with our accounting systems in order to ensure timely and efficient sales deliveries. The integration will allow the software to access our inventory levels, generate purchase orders and communicate directly with our third party logistics providers who handle the shipping and warehousing of our ballasts.

We have developed a unique, custom-built marketing tool called a “lightbox.” This portable device is shaped like a suitcase, with the top of the box including a fluorescent bulb, our daylight harvesting or wireless programmable ballast and a meter which displays energy use. By simply pointing the daylight harvesting tool towards light, the meter clearly shows the reduction in energy consumption. Conversely, by covering the daylight harvesting tool, the meter clearly demonstrates the increased use of electricity needed to compensate for the reduced light. We believe that our lightbox can clearly and very quickly demonstrate how our ballasts can conserve energy and reduce usage. We will also provide our lightbox to electrical lighting product distributors to be used in their own marketing efforts to demonstrate our ballast operation to their customers.

We will promote our products strategically through a number of mediums. We participate in Con Edison’s green program called “The Power of Green.” The program provides our customers with rebates from Con Edison, which can reduce the cost of the ballasts by up to 50% and allows us to market our products to targeted high kilowatt hour users in this area. We also participate in the CPS Energy’s rebate program. Based in Texas, CPS Energy is the country’s largest municipally-owned energy utility. Through its rebate program, commercial users can save up to 75% of the total cost of a retrofit project.

We will also utilize other traditional methods of marketing and advertising, such as print advertising and internet marketing. We are developing for our website an “energy use calculator” with which potential customers can input data about their building operations and electricity usage, and by incorporating our ballasts into their systems, estimate the amount of energy cost savings they may expect to achieve.

Our promotional efforts will also include participation in tradeshows that will allow us introduce our products to the right customers (such as the tradeshow organized by BOMA) and email advertising targeted at potential customers in areas offering the highest utility rates and attractive rebate programs.

Research and Development

Shortly after we acquired the patented technology for our ballasts in April 2011, our engineers commenced work to improve our ballasts. We redesigned the internal components of the ballasts so that all features are self-contained and installation is easier. Also, we believe the new design will shorten production runtime and reduce manufacturing costs. We are developing at least 10 models within each of the daylight harvesting ballasts and wireless programmable ballast product lines that will vary by bulb size, wattage and voltage. We have scheduled our development process so that these different models will become available to meet anticipated future market demands. We believe that all of our different models will be available for marketing by the summer of 2012.

We have hired engineers and engaged engineer consultants to continue to develop and innovate our products. Our managers will ensure that innovations derived from our research and development efforts will have practical application and meet market demand. Once tested and confirmed ready for production, we intend to apply for patent protection for our innovations.

Manufacturing

Currently, we outsource the manufacturing of our ballasts to DuroPower, Inc., headquartered in Covina, California, and with manufacturing facilities in Beijing, China. DuroPower, Inc. is the leading manufacturer and supplier of advanced electronic ballasts for the fluorescent lighting industry.

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The manufacturing process is essentially “an assembly process.” The components used in manufacturing our ballasts are off-the-shelf products. The technology our manufacturer employs is off-the-shelf technology. The “value-add” is in the savings resulting from the methodology in the way our manufacturer combines these components and applies today’s technology.

While we have a good relationship with DuroPower, Inc. and believe them to be competent, reliable and responsive, we may need to have more than one vendor. A multi-vendor approach reduces the risk of supply disruptions that may result from labor actions, parts shortages, natural disasters and emergencies. We intend to develop relationships with other manufacturers, both in the United States and abroad, to ensure that product capacity is available to us when needed.

Presently, we do not own or lease any warehouses to store our products. We use third-party logistics providers to ship and store our products.

With increased volume, our cost per ballast could decrease meaningfully notwithstanding inflation, foreign currency trends and projected increases in labor costs in historically low labor cost countries. The bulk of this decrease in costs will be generated from management’s ability to effectuate more efficient component-buying disciplines on outsource assemblers, and, to a lesser extent, from volume discounts we will be able to offer our outsource manufacturers.

Competition

The commercial lighting industry is highly competitive. As further described below, we face competition from numerous types of vendors.

Traditional, Dimming and Daylight Harvesting Ballasts

We primarily compete with vendors of commercial lighting products who offer traditional, dimming or daylight harvesting ballasts. Such companies include Lutron, Philips, Sylvania, General Electric and others. These companies have significantly greater financial, marketing and other resources than us, and they have longer operating histories, more customers and a better brand recognition. The ballasts offered by these companies, however, require installation of costly external components to achieve the daylight harvesting capabilities and addressability features which are built into our ballasts. As a result, we believe the benefits of our ballasts such as greater energy-efficiency, lower cost, shorter installation time, subtleness of dimming technology, and ability to integrate with existing building management systems provide us with an advantage over those companies.

LED Industry

We also compete with members of the light emitting diodes, or LED, industry which have begun to develop commercial lighting products using the LED technology. LED lighting is a very large market consisting primarily of flashlights, appliances, flat-panel TV’s and car headlights. The LED industry has described LED lighting as the up and coming replacement for fluorescent lighting. However, we believe the LED industry faces serious challenges. For instance, a DOE CALiPER study revealed that LED lighting produces between 19-76 (with an average of 50) maintained lumens of output per watt (LPW) consumed while fluorescent lighting produces, on average, 87 maintained LPW. Maintained LPW is the accepted lighting industry standard of measurement of light output. Additionally a separate DOE CALiPER study reported that, LED lighting fixtures cost two to five times more than fluorescent lighting.

According to the DOE CALiPER study, LED fixture life is typically 35,000 hours or more, with the lighting output at replacement being only 70% of the initial output. Fluorescent lighting has a lifespan between 24,000 and 42,000 hours, yet produces 92% of its original light output at the time of replacement. Although an LED fixture may, in some cases, have a slightly longer life than fluorescent lighting, we believe that this slightly longer life does not justify the additional cost of LED lighting over fluorescent lighting or the decreased output at the end of the bulb’s lifespan.

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Intellectual Property

We protect our intellectual property rights by relying on trademarks, patents, trade secret laws, federal, state and common law rights, as well as contractual restrictions. We own the trademark to our slogan “The Future of Fluorescent Lighting” and we have applied for a trademark for our Green Ballast logo. We own a patent covering the control system and self-containment technology incorporated into our ballasts. This patent expires in 2024. We have a pending application for a second patent to protect the wireless programmable technology applied to our wireless programmable ballast product line. If we are granted the patent, it will expire in seventeen years.

Circumstances outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in the United States. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also protecting our intellectual property rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business and harm our operating results.

Regulations, Standards and Approvals

All electronic products must be submitted to, and approved by, a testing agency such as Underwriters Laboratories, or UL, before they can be sold in the United States. Our ballasts are pre-tested for UL safety compliance in accordance with UL’s guidelines. In addition, we pre-test to verify that our ballast design meets our performance and reliability standards and that all settings, inputs and responses work as designed. We also pre-test to estimate the design life of the ballast.

UL has approved the available models of our daylight harvesting ballast for use in the United States. Additionally, the ballasts we have developed are designed in accordance with all applicable construction and operation standards established by the National Electrical Manufacturers Association and American National Standards Institute. We are also required to meet local electrical codes and industry standards of the American Society of Heating, Refrigerating and Air-Conditioning Engineers; International Electrical Code; California Title 24 Building Efficiency and the Consortium of Energy Engineers.

Our ballasts currently meet the codes, regulations and industry standards applicable to them. Except for standard business licenses, we are not required to obtain any additional governmental approvals.

Legal Proceedings

We are not aware of any legal proceedings ongoing, pending, or threatened.

Employees

We currently have a total of 9 full-time employees and 13 contractors and consultants who provide marketing, accounting or engineering services. We believe we have good relationships with our employees, contractors and consultants. As our operations grow over the next two years, we intend to hire as many as 25 additional employees in various departments, including sales, marketing, and research and development.

Our Facilities

We maintain our leased corporate offices at 2620 Thousand Oaks Boulevard, Suite 4000, Memphis, Tennessee. We also lease warehouse space to store our inventory.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following sets forth information with respect to our executive officers and directors as of October 26, 2011. Each of the directors is elected to serve until the next election of directors at a meeting of the stockholders. Their respective backgrounds are described below.

NAME	AGE	POSITION
J. Kevin Adams	51	Chief Executive Officer/President/Director
Daniel L. Brown	51	Chief Operating Officer/Executive Vice President/Director
William Bethell	54	Chief Financial Officer/Treasurer/Director
Kevin Clarkson	48	Executive Vice President — Product Development/Director
Mary F. Sharp	62	Secretary/Director
John H. Lamberson, Jr.	41	Director
Peter J. Weisman	46	Director

Executive Officers

J. Kevin Adams has served as our Chief Executive Officer, President and a director since April 2011. Mr. Adams is responsible for all of our business operations. Mr. Adams oversees all key client relationships as well as the marketing of new business and investment opportunities. Since 1997, Mr. Adams has also been the Chief Executive Officer of CB Richard Ellis Memphis, LLC, a leading commercial real estate services firm located in Memphis, Tennessee and a part of the CB Richard Ellis affiliate network. Mr. Adams received his Bachelor of Business Administration from Southern Methodist University. We believe Mr. Adams is qualified to serve on our board of directors because of his significant business experience as an executive officer of other companies. Mr. Adams also has extensive experience in large scale commercial real estate.

Daniel L. Brown has served as our Chief Operating Officer, Executive Vice President and a director since April 2011. Mr. Brown oversees our daily operations and works with the other executive team members to ensure that the organization’s functions are meeting customer needs and organizational objectives. Mr. Brown was most recently the Chief Financial Officer of Academic Internet Publishers Inc., an educational technology company and publisher based in Ventura, California, from May 2004 to December 2009. Mr. Brown is a Certified Public Accountant and received his Bachelor of Business Administration from Southern Methodist University. We believe Mr. Brown is qualified to serve on our board of directors because of the business, financial and leadership experience he gained at other companies.

William Bethell has served as our Chief Financial Officer, Treasurer and a director since April 2011. Mr. Bethell oversees our regulatory compliance, investor relations, finance, accounting, human resources, and information technology and assists in operations. From September 2006 to April 2008, Mr. Bethell served as Chief Financial Officer of Drive America, a nationwide driver roadside assistance company headquartered in Carrollton, Texas, where he established all back office operations. Mr. Bethell received his Bachelor of Business Administration from Dowling College and his Juris Doctorate from Touro Law School. We believe Mr. Bethell is qualified to serve on our board of directors because of the business, financial and leadership experience he gained at other companies.

Kevin Clarkson has served as our Executive Vice President — Product Development and a director since April 2011. Mr. Clarkson is responsible for sales, marketing, research and development. Mr. Clarkson has over 25 years of experience in the commercial real estate industry. Since 2000, Mr. Clarkson has been an Executive Vice President of CB Richard Ellis Memphis, LLC. In that role, Mr. Clarkson is responsible for mechanical operations and project management while supervising maintenance, engineering and construction personnel at 19 locations. Mr. Clarkson attended Memphis State University Fogelman College of Business and Economics and Memphis Vocational/Technical School in Electrical Applications/Electronics. We believe Mr. Clarkson is qualified to serve on our board of directors because of the extensive experience he gained in project management and development while with other companies.

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Directors

Mary F. Sharp has been a director since April 2011. Since 2005, Ms. Sharp has been the Chief Operating Officer of CB Richard Ellis Memphis, LLC. Ms. Sharp oversees the asset services division of CB Richard Ellis Memphis, LLC and the company’s business operations, including business planning, human resources, and marketing. Ms. Sharp serves as a member of the Executive Committee of the MidSouth Chapter of the American Red Cross, a member of the Board of Directors of Memphis Commercial Real Estate Women, and a member of the Institute of Real Estate Management and the Building Owners and Managers Association. Ms. Sharp received her Bachelor of Business Administration in Finance and her Master of Business Administration from the University of Memphis. We believe Ms. Sharp is qualified to serve on our board of directors because of her knowledge and experience in business planning and marketing.

John H. Lamberson, Jr. has been a director since April 2011. Mr. Lamberson has been with CB Richard Ellis Memphis, LLC since he began his commercial real estate career in 1995. He became an Executive Vice President in 2005. In that capacity, Mr. Lamberson is responsible for directing all investment sales operations and financial analysis projects of the company. Mr. Lamberson has extensive experience as the principal contact in a significant number of multi-market assignments. Mr. Lamberson received his Bachelor of Arts in Business Administration from Delta State University and his Master’s Degree in Real Estate from New York University. We believe Mr. Lamberson is qualified to serve on our board of directors because of his expertise in investments and finance.

Peter J. Weisman has been a director since April 2011. Mr. Weisman is an attorney with the law firm of Peter J. Weisman, P.C. and has practiced in the small-cap investment management industry since 2001. Mr. Weisman represents various private investment funds, including Gemini Master Fund, Ltd., as outside general counsel. Mr. Weisman also represents start-up and middle-market companies, high net worth individuals and entertainment talent on various corporate and transactional matters. Mr. Weisman received his Bachelor of Arts in Economics from the University of Pennsylvania, his BSE in Accounting from the Wharton School, and his Juris Doctorate from New York University School of Law. We believe Mr. Weisman is qualified to serve on our board of directors because of his familiarity with start-up companies and his overall business and legal experience. Mr. Weisman was nominated to our board of directors in accordance with our contractual arrangements with Gemini Master Fund, Ltd. as further described in the section of this prospectus entitled “Certain Relationships and Related Party Transactions.”

Board Composition

The term of office for each director will be until the earlier of the election of his or her successor or until his or her death, resignation, disqualification or removal.

We have no formal policy regarding board diversity. Our board of directors believes that each directors should have a basic understanding of the principal operational and financial objectives and plans and strategies of the company, the results of operations and financial condition of the company and the relative standing of the company in relation to our competitors. We take into consideration the overall composition and diversity of the board of directors and areas of expertise that director nominees may be able to offer, including business experience, knowledge, abilities and customer relationships. Generally, we will strive to assemble a board of directors that brings to us a variety of perspectives and skills derived from business and professional experience as we may deem are in our and our stockholders’ best interests. In doing so, we will also consider candidates with appropriate non-business backgrounds.

Director Independence

Our common stock will be quoted on the OTCBB, which does not require director independence requirements.

Executive Employment Agreements

We have not yet completed a full fiscal year. We have entered into employment agreements with our Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer, each of whom is a named executive officer. The following are descriptions of these employment agreements.

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J. Kevin Adams.  On June 23, 2011, we entered into an employment agreement with J. Kevin Adams in connection with Mr. Adams’ employment as Chief Executive Officer. The employment agreement runs until March 31, 2013 with automatic renewals thereafter for terms of one year each. Mr. Adams will receive a base salary of $175,000 for calendar year end 2011, $225,000 for calendar year end 2012, $250,000 for calendar year end 2013, and $275,000 for calendar year end 2014. Mr. Adams was issued 16,499,700 restricted shares which are to vest and become unrestricted in accordance with the terms of Mr. Adams’ Restricted Stock Award Agreement and our 2011 Restricted Stock Plan described below.

Mr. Adams’ duties will include all duties and responsibilities required of the Chief Executive Officer. During the term of his employment, Mr. Adams is entitled to two weeks of vacation to be used at a time that is mutually convenient with his duties and his obligations to us. Mr. Adams is also entitled to bonus awards under the agreement in the amount of $199,500 for fiscal year end 2011, $225,000 for fiscal year end 2012, $250,000 for fiscal year end 2013, and $275,000 for fiscal year end 2014. Mr. Adams’ bonus awards are conditioned upon the following occurrences:

• The vesting conditions set forth in our 2011 Restricted Stock Plan must have been met. Any accrued or deferred bonus compensation will be prorated and earned in one-third increments as each of the three vesting conditions set forth in the 2011 Restricted Stock Plan are met.

• Green Ballast LLC has either received or has the ability to realize in cash any outstanding balance of its initial investment of $3,000,000 in us.

• Our board of directors has approved the payment of the bonus compensation after considering, among other things, the availability of sufficient funds for payment of such compensation.

Mr. Adams is also eligible for discretionary bonus compensation. The discretionary bonus compensation may be received in lieu of, but not in addition to, any other bonus compensation. The discretionary bonus compensation is determined considering, but not being limited by, the following criteria:

• Successful efforts to cause Underwriters Laboratories to transfer the existing Axis Technologies Inc. file to the us;

• Successful efforts to cause a first or second tier public accounting firm to accept us as an audit client;

• Successful efforts to cause any major utility company to acknowledge our products qualify for such utility company’s rebate program;

• The availability of funds to pay bonus compensation; and

• Such other facts as either Mr. Adams or our board of directors shall submit for consideration.

Upon voluntary termination of employment, Mr. Adams must forfeit all unvested restricted stock. Upon termination of Mr. Adam’s employment by us with or without cause, Mr. Adams will be entitled to retain a portion of his unvested restricted stock in accordance with his Restricted Stock Award Agreement.

Upon permanent disability or death, Mr. Adams’ estate is entitled to any earned but unpaid base salary and bonus compensation and the reimbursement of business expenses incurred. In the event of permanent disability or death, and if Mr. Adams or Mr. Adams’ heirs elect for COBRA premium health care coverage, we will pay the COBRA premiums for up to six months for Mr. Adams and Mr. Adams’ surviving spouse and children in the event of permanent disability and Mr. Adams’ surviving spouse and children in the event of death. In the event of death, all unvested restricted stock shall immediately vest and Mr. Adams’ estate will be entitled to all vested stock.

If Mr. Adams’ employment is terminated by him or by us for cause, he would be entitled to any earned but unpaid base salary and bonus compensation and the reimbursement of business expenses incurred. If we terminate Mr. Adams’ employment without cause, he is entitled to a lump sum amount of any earned but unpaid base salary and bonus compensation, the balance of Mr. Adams’ base salary through the term of the agreement and the reimbursement of business expenses incurred. In the event of termination without cause,

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and if Mr. Adams elects for COBRA premium health care coverage, we will pay the COBRA premiums for up to six months for Mr. Adams and his surviving spouse and children.

Upon a change of control, all options and restricted stock granted to Mr. Adams that is not considered deferred compensation for Code Section 409A shall become fully vested on the date of the change of control.

Daniel Brown.  On June 23, 2011, we entered into an employment agreement with Daniel Brown in connection with Mr. Brown’s employment as Chief Operating Officer. The employment agreement runs until March 31, 2013 with automatic renewals thereafter for terms of one year each. Mr. Brown will receive a base salary of $175,000 for calendar year end 2011, $225,000 for calendar year end 2012, $250,000 for calendar year end 2013, and $275,000 for calendar year end 2014. Mr. Brown was issued 15,500,600 restricted shares which are to vest and become unrestricted in accordance with the terms of Mr. Brown’s Restricted Stock Award Agreement and our 2011 Restricted Stock Plan described below.

Mr. Brown’s duties will include all duties and responsibilities required of the Chief Operating Officer. During the term of his employment, Mr. Brown is entitled to two weeks of vacation to be used at a time that is mutually convenient with his duties and his obligations to us. Mr. Brown is also entitled to bonus awards under the agreement in the amount of $199,500 for fiscal year end 2011, $225,000 for fiscal year end 2012, $250,000 for fiscal year end 2013, and $275,000 for fiscal year end 2014. Mr. Brown’s bonus awards are conditioned upon the following occurrences:

• The vesting conditions set forth in our 2011 Restricted Stock Plan must have been met. Any accrued or deferred bonus compensation will be prorated and earned in one-third increments as each of the three vesting conditions set forth in the 2011 Restricted Stock Plan are met.

• Green Ballast LLC has either received or has the ability to realize in cash any outstanding balance of its initial investment of $3,000,000 in us.

• Our board of directors has approved the payment of the bonus compensation after considering, among other things, the availability of sufficient funds for payment of such compensation.

Mr. Brown is also eligible for discretionary bonus compensation. The discretionary bonus compensation may be received in lieu of, but not in addition to, any other bonus compensation. The discretionary bonus compensation is determined considering, but not being limited by, the following criteria:

• Successful efforts to cause Underwriters Laboratories to transfer the existing Axis Technologies Inc. file to the us;

• Successful efforts to cause a first or second tier public accounting firm to accept us as an audit client;

• Successful efforts to cause any major utility company to acknowledge our products qualify for such utility company’s rebate program;

• The availability of funds to pay bonus compensation; and

• Such other facts as either Mr. Brown or our board of directors shall submit for consideration.

Upon voluntary termination of employment, Mr. Brown must forfeit all unvested restricted stock. Upon termination of Mr. Brown’s employment by us with or without cause, Mr. Brown will be entitled to retain a portion of his unvested restricted stock in accordance with his Restricted Stock Award Agreement.

Upon permanent disability or death, Mr. Brown’s estate is entitled to any earned but unpaid base salary and bonus compensation and the reimbursement of business expenses incurred. In the event of permanent disability or death, and if Mr. Brown or Mr. Brown’s heirs elect for COBRA premium health care coverage, we will pay the COBRA premiums for up to six months for Mr. Brown and Mr. Brown’s surviving spouse and children in the event of permanent disability and Mr. Brown’s surviving spouse and children in the event of death. In the event of death, all unvested restricted stock shall immediately vest and Mr. Brown’s estate will be entitled to all vested stock.

40

If Mr. Brown’s employment is terminated by him or by us for cause, he would be entitled to any earned but unpaid base salary and bonus compensation and the reimbursement of business expenses incurred. If we terminate Mr. Brown’s employment without cause, he is entitled to a lump sum amount of any earned but unpaid base salary and bonus compensation, the balance of Mr. Brown’s base salary through the term of the agreement and the reimbursement of business expenses incurred. In the event of termination without cause, and if Mr. Brown elects for COBRA premium health care coverage, we will pay the COBRA premiums for up to six months for Mr. Brown and his surviving spouse and children.

Upon a change of control, all options and restricted stock granted to Mr. Brown that is not considered deferred compensation for Code Section 409A shall become fully vested on the date of the change of control.

William Bethell.  On June 23, 2011, we entered into an employment agreement with William Bethell in connection with Mr. Bethell’s employment as Chief Financial Officer. The employment agreement runs until March 31, 2013 with automatic renewals thereafter for terms of one year each. Mr. Bethell will receive a base salary of $175,000 for calendar year end 2011, $225,000 for calendar year end 2012, $250,000 for calendar year end 2013, and $275,000 for calendar year end 2014. Mr. Bethell was issued 16,499,700 restricted shares which are to vest and become unrestricted in accordance with the terms of Mr. Bethell’s Restricted Stock Award Agreement and our 2011 Restricted Stock Plan described below.

Mr. Bethell’s duties will include all duties and responsibilities required of the Chief Financial Officer. During the term of his employment, Mr. Bethell is entitled to two weeks of vacation to be used at a time that is mutually convenient with his duties and his obligations to us. Mr. Bethell is also entitled to bonus awards under the agreement in the amount of $199,500 for fiscal year end 2011, $225,000 for fiscal year end 2012, $250,000 for fiscal year end 2013, and $275,000 for fiscal year end 2014. Mr. Bethell’s bonus awards are conditioned upon the following occurrences:

• The vesting conditions set forth in our 2011 Restricted Stock Plan must have been met. Any accrued or deferred bonus compensation will be prorated and earned in one-third increments as each of the three vesting conditions set forth in the 2011 Restricted Stock Plan are met.

• Green Ballast LLC has either received or has the ability to realize in cash any outstanding balance of its initial investment of $3,000,000 in us.

• Our board of directors has approved the payment of the bonus compensation after considering, among other things, the availability of sufficient funds for payment of such compensation.

Mr. Bethell is also eligible for discretionary bonus compensation. The discretionary bonus compensation may be received in lieu of, but not in addition to, any other bonus compensation. The discretionary bonus compensation is determined considering, but not being limited by, the following criteria:

• Successful efforts to cause Underwriters Laboratories to transfer the existing Axis Technologies Inc. file to the us;

• Successful efforts to cause a first or second tier public accounting firm to accept us as an audit client;

• Successful efforts to cause any major utility company to acknowledge our products qualify for such utility company’s rebate program;

• The availability of funds to pay bonus compensation; and

• Such other facts as either Mr. Bethell or our board of directors shall submit for consideration.

Upon voluntary termination of employment, Mr. Bethell must forfeit all unvested restricted stock. Upon termination of Mr. Bethell’s employment by us with or without cause, Mr. Bethell will be entitled to retain a portion of his unvested restricted stock in accordance with his Restricted Stock Award Agreement.

Upon permanent disability or death, Mr. Bethell’s estate is entitled to any earned but unpaid base salary and bonus compensation and the reimbursement of business expenses incurred. In the event of permanent disability or death, and if Mr. Bethell or Mr. Bethell’s heirs elect for COBRA premium health care coverage, we will pay the COBRA premiums for up to six months for Mr. Bethell and Mr. Bethell’s surviving spouse

41

and children in the event of permanent disability and Mr. Bethell’s surviving spouse and children in the event of death. In the event of death, all unvested restricted stock shall immediately vest and Mr. Bethell’s estate will be entitled to all vested stock.

If Mr. Bethell’s employment is terminated by him or by us for cause, he would be entitled to any earned but unpaid base salary and bonus compensation and the reimbursement of business expenses incurred. If we terminate Mr. Bethell’s employment without cause, he is entitled to a lump sum amount of any earned but unpaid base salary and bonus compensation, the balance of Mr. Bethell’s base salary through the term of the agreement and the reimbursement of business expenses incurred. In the event of termination without cause, and if Mr. Bethell elects for COBRA premium health care coverage, we will pay the COBRA premiums for up to six months for Mr. Bethell and his surviving spouse and children.

Upon a change of control, all options and restricted stock granted to Mr. Bethell that is not considered deferred compensation for Code Section 409A shall become fully vested on the date of the change of control.

Outstanding Equity Awards at Fiscal Year-End

We have not yet completed a full-fiscal year and as such we omit the Outstanding Equity Awards at Fiscal Year-End table. All information material to the compensation of our named executive officers is detailed in the narrative disclosure section above on Executive Employment Agreements.

Potential Payments Upon Termination or Change in Control

Information regarding potential payments to our named executive officers upon termination or a change in control was detailed in the above section on Executive Employment Agreements.

Director Compensation

Non-employee directors receive a fee of $1,000 per meeting. Directors who are also employees have received restricted stock in their capacity as officers, as set forth in “Principal Stockholders and Security Ownership of Management.” These employee directors will not receive any additional compensation for services performed as a member of our board of directors.

Restricted Stock Plan

We have established the 2011 Restricted Stock Plan. The plan is intended to advance our and our stockholders’ best interests by attracting, retaining, and motivating key employees and consultants with additional incentives through awards of restricted stock. The plan will terminate on December 31, 2017. The plan provides that our board of directors, itself or by appointing committee, will administer the plan. The board of directors or a committee (whichever is applicable) has the flexibility to determine the timing and amount of restricted stock awards to be granted to eligible participants, who are our key employees and consultants. The board of directors or committee may also establish performance criteria for the restricted stock awards or take any action necessary to administer the plan.

All restricted stock issued under a restricted stock award will vest as follows:

• 1/3 of such restricted stock will vest on the first date we attain an average market capitalization for any 10 trading days during any 15 consecutive trading day period in excess of $15.87 million;

• 1/3 of such restricted stock will vest on the first date we attain an average market capitalization for any 10 trading days during any 15 consecutive trading day period in excess of $60 million; and

• 1/3 of such restricted stock will vest on the first date we attain an average market capitalization for any 10 trading days during any 15 consecutive trading day period in excess of $120 million.

In addition, restricted stock will vest upon a change in control and upon the death of the participant under the restricted stock award. The board of directors or committee may, in its discretion, accelerate the vesting of restricted stock or waive or amend any conditions of a grant of a restricted stock award.

A participant under a restricted stock award may vote and receive dividends on the restricted stock before it has vested. The participant may not sell, assign, transfer, or pledge the restricted stock until it has vested. If the restricted stock vests, the participant may not transfer or pledge the restricted stock until GBL has either

42

received or has the ability to realize an amount equal to its initial capital contribution of $3 million, as described in “Certain Relationships and Related Party Transactions.”

If the participant is no longer a consultant or, in the case of an employee, has voluntarily terminated his or her employment before the participant’s restricted stock vests, the participant will forfeit all of his or her unvested restricted stock. If an employee is terminated by us before the employee’s restricted stock has vested, the employee may retain the equivalent of 1/60^th of the employee’s unvested restricted stock for every month or partial month of employment prior to termination. In such event, the retained restricted stock will vest in the same manner and amount had the employee remained employed at the time the vesting conditions set forth above occur, if at all.

The maximum aggregate number of shares that we may issue under the restricted stock plan is 57,500,000 shares of our common stock. If any of the awards granted under the plan expire, terminate, are canceled, or are forfeited for any reason before they have been exercised, vested or issued in full, the unused shares subject to those expired, terminated, canceled or forfeited awards will again be available for grant under the plan.

As of the date of this prospectus, we have granted restricted stock awards aggregating 57,500,000 shares of our common stock.

43

PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

The table below sets forth information, as of October 26, 2011, with respect to the beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of our common stock by (1) each of our directors, (2) each of our named executive officers, (3) each person or group of persons known to us to be the beneficial owner of 5% or more of our outstanding common stock, and (4) all of our directors and executive officers as a group.

The persons named in the table have sole voting and investment power with respect to all shares of common stock owned by them, unless otherwise noted. Percentage of ownership is based on 96,234,400 shares of common stock outstanding on October 26, 2011.

In accordance with the rules of the SEC, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of our common stock if he or she has voting or investment power with respect to such security. This includes shares (a) subject to warrants exercisable within sixty (60) days, (b) issuable upon conversion of a convertible note, and (c)(1) owned by a spouse, (2) owned by other immediate family members, or (3) held in trust or held in retirement accounts or funds for the benefit of the named individuals, over which shares the person named in the table may possess voting and/or investment power. Any shares not outstanding which are subject to options, warrants, rights or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding shares of the class owned by such person but are not deemed to be outstanding for the purpose of computing the percentage of the class by any other person.

Unless otherwise indicated, the address of each beneficial owner is c/o Green Ballast, Inc., 2620 Thousand Oaks Blvd., Suite 4000, Memphis, Tennessee 38118.

Name of Beneficial Owner:	No. of Shares			Percent of Class
5% Stockholders
Gemini Master Fund, Ltd.		10,574,035	(1)		9.9	%
IRC — Interstate Realty Corporation		32,500,000	(2)		33.8	%
Directors and Officers
J. Kevin Adams		16,499,700	(3)		17.2	%
Daniel L. Brown		15,500,600	(3)		16.1	%
William Bethell		16,499,700	(3)		17.2	%
Kevin Clarkson		1,880,000	(3)(4)		2.0	%
John H. Lamberson, Jr.		40,000			*
Mary F. Sharp		—			—
Peter J. Weisman		2,000,000	(5)		2.1	%
All executive officers and directors as a group (7 persons)		52,420,000			54.5	%

* Less than 1%

(1) Gemini Master Fund, Ltd. is entitled to receive up to 8,000,000 shares of common stock issuable upon conversion of a convertible note and 5,000,000 shares of common stock issuable upon exercise of warrants; however, since the terms of the convertible note and warrants provide that the holder thereof may not so convert or exercise to the extent it would cause the holder to beneficially own 9.9% of our outstanding shares of common stock, the holder beneficially owns 10,574,035 shares of common stock on the date of this prospectus. Gemini Strategies, LLC is the investment manager of Gemini Master Fund, Ltd., and Steven Winters is the sold managing member of Gemini Strategies, LLC. Each of Gemini Strategies, LLC and Steven Winters expressly disclaims any equitable or beneficial ownership of such securities. The address of Gemini Master Fund, Ltd. is c/o Gemini Strategies, LLC, 619 South Vulcan, Suite 203, Encinitas, California 92024.

(2) All shares are owned by Green Ballast LLC, a Tennessee limited liability company of which IRC —  Interstate Realty Corporation is the managing member. J. Kevin Adams is the Chairman and CEO of IRC —  Interstate Realty Corporation and disclaims beneficial ownership of the shares.

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(3) Except as disclosed in note 4 below, shares owned by Messrs. Adams, Bethell, Brown and Clarkson, as well as shares owned by all other officers receiving common stock pursuant to stock award agreements, are restricted stock subject to the 2011 Restricted Stock Plan. These shares vest in accordance with the plan and the stock award agreements. See “Directors, Executive Officers, Promoters and Control Persons  — Restricted Stock Plan” for a description of the vesting conditions.

(4) Includes 80,000 shares held by Mr. Clarkson’s father, Ray Clarkson, purchased in our private placement. Kevin Clarkson disclaims beneficial ownership of his father’s shares.

(5) All shares are owned by GB Solutions, LLC, an entity controlled by Mr. Weisman.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than compensation arrangements of our directors and executive officers described elsewhere in this prospectus, we describe below transactions and series of similar transactions since April 13, 2011 to which we were or will be a party, in which:

• the amounts involved exceeded the lesser of $120,000 or 1% of the average of our total assets; and

• any of our directors, executive officers or holders of more than 5% of our common stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

Original Organization and Capitalization

We were incorporated on April 13, 2011. In connection with our organization, we issued 2,000,000 shares of our common stock at par value to GB Solutions, LLC, an entity controlled by one of our directors, Peter J. Weisman. Fifty percent of the shares may be transferred after our shares are eligible for public trading, and the remaining fifty percent may be transferred after we have attained a market capitalization of at least $20 million for 10 of 15 consecutive trading days.

On April 15, 2011, GBL contributed $3,000,000, which consisted of $2,532,000 in cash and $468,000 in inventory of ballasts, to commence our operations. In exchange, we issued GBL: (a) 32,500,000 shares of our common stock, (b) 1,200,000 shares of our Series A preferred stock, and (c) a promissory note in the original principal amount of $1,800,000.

IRC — Interstate Realty Corporation (“IRC”) is the managing member of GBL. IRC is the beneficial owner of the shares of our common stock held by GBL by virtue of its voting and investment power over the shares. Our Chief Executive Officer, J. Kevin Adams is the chairman and chief executive officer of IRC.

We pay IRC $4,500 per month for marketing services and $7,000 per month for accounting services. We also paid IRC a one-time setup fee of $12,500 for accounting services. We sublease our principal offices from CB Richard Ellis Memphis, LLC for $5,000 per month. Our Chief Executive Officer, J. Kevin Adams is the chief executive officer of CB Richard Ellis Memphis, LLC.

The note issued to GBL (the “GBL Note”) is automatically converted into shares of our Series A preferred stock under the conditions described below. It bears interest at 8% per annum, matures on April 15, 2013 (if it is not converted), and is secured by all of our assets, including our intellectual property. As of August 31, 2011, we had paid $42,000 in interest on the GBL Note.

Purchase of Assets

On April 15, 2011, to begin our operations, we purchased intellectual property from Gemini for a purchase price of $2,200,000, pursuant to an asset purchase agreement. In consideration, we paid Gemini $400,000 in cash, and issued a convertible promissory note and warrants to purchase shares of our common stock. The promissory note is convertible into shares of our common stock. Gemini is subject to a beneficial ownership limitation. It may exercise its warrants and convert its convertible note only to the extent that the exercise or conversion does not cause Gemini to beneficially own in excess of 9.9% of our outstanding shares of common stock.

As the outstanding principal amount of the Gemini note is reduced by conversion or repayment, the GBL note automatically converts to Series A preferred stock on a dollar for dollar basis. The security interests granted to Gemini and GBL are each first priority liens and rank equally with each other.

Contractual Obligations

As long as Gemini holds at least $100,000 of its note, we must obtain its consent before we can take actions such as: (a) issuing our securities (with some exceptions), (b) transferring assets or debts within our company, (c) making capital expenditures in excess of $200,000, (d) adopting an equity incentive compensation plan for our employees, directors, or officers, (e) amending our certificate of incorporation or bylaws, (f) selling or licensing all or substantially all of our assets, or (g) merging or consolidating our company. Gemini also has the right to nominate a person whom we must recommend for election to our board of directors. Gemini has nominated Peter J. Weisman to our board of directors.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not include all the information contained in the registration statement and the exhibits, schedules and amendments to the registration statement. Some items are omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement and to the exhibits and schedules to the registration statement filed as part of the registration statement. Statements contained in this prospectus about the contents of any contract or other document filed as an exhibit are not necessarily complete, and, in each instance, we refer you to the copy of the contract or other documents filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference. We are not currently required to deliver an annual report to stockholders, nor do we intend to do so.

A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the public reference facilities maintained by the SEC, 100 F Street, Washington, DC 20549. Copies of all or any part of the registration statement may be obtained from the SEC upon payment of the prescribed fee. Information regarding the operation of the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is http://www.sec.gov.

You can find more information about us on our website, which is located at www.greenballastinc.com.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF
SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of our company under Delaware law or otherwise, our company has been advised that the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

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GREEN BALLAST, INC.
  
INDEX TO FINANCIAL STATEMENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-2
BALANCE SHEET AS OF AUGUST 31, 2011		F-3
STATEMENT OF OPERATIONS FOR THE PERIOD FROM APRIL 13, 2011 (INCEPTION) TO AUGUST 31, 2011		F-4
STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE PERIOD FROM APRIL 13, 2011 (INCEPTION) TO AUGUST 31, 2011		F-5
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM APRIL 13, 2011 (INCEPTION) TO AUGUST 31, 2011		F-6
NOTES TO FINANCIAL STATEMENTS		F-7

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Green Ballast, Inc.:

We have audited the accompanying balance sheet of Green Ballast, Inc. (a development stage enterprise) (the Company) as of August 31, 2011, and the related statements of operations, stockholders’ deficit, and cash flows for the period from April 13, 2011 (inception) to August 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Green Ballast, Inc. (a development stage enterprise) as of August 31, 2011, and the results of its operations and its cash flows for the period from April 13, 2011 (inception) to August 31, 2011, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Memphis, Tennessee
October 26, 2011

F-2

GREEN BALLAST, INC.
(A Development Stage Enterprise)
  
Balance Sheet
August 31, 2011

Assets
Current assets:
Cash and cash equivalents	$	1,211,932
Restricted cash		147,245
Trade accounts receivable, less allowance for doubtful accounts of $130 in 2011		12,856
Inventories		482,143
Prepaid expenses and other		25,555
Total current assets		1,879,731
Intangible assets, net		1,805,089
Other assets		4,450
Total assets	$	3,689,270
Liabilities, Temporary Equity, and Permanent Deficit
Current liabilities:
Accounts payable	$	44,611
Dividend payable		8,000
Accrued expenses		76,542
Total current liabilities		129,153
Long-term debt		2,806,226
Total liabilities		2,935,379
Temporary equity:
Redeemable preferred stock, $1.00 par value:
Authorized 5,000,000 shares:
3,000,000 shares designated as Series A; issued and outstanding 1,200,000 shares		1,200,000
Permanent deficit:
Common stock, $0.0001 par value. Authorized 245,000,000 shares; issued and outstanding 92,000,000 shares		3,450
Common stock subscribed, $0.0001 par value		130
Additional paid-in capital		1,173,313
Deficit accumulated during the development stage		(1,623,002	)
Total permanent deficit		(446,109	)
Total liabilities, temporary equity, and permanent deficit	$	3,689,270

 
 
See accompanying notes to financial statements.

F-3

GREEN BALLAST, INC.
(A Development Stage Enterprise)
  
Statement of Operations
For the period from April 13, 2011 (inception) to August 31, 2011

Net sales	$	20,028
Cost of sales		16,946
Gross profit		3,082
Selling, general, and administrative expenses		1,380,541
Loss from operations		(1,377,459	)
Interest expense, net		(245,543	)
Net loss	$	(1,623,002	)

 
 
See accompanying notes to financial statements.

F-4

GREEN BALLAST, INC.
(A Development Stage Enterprise)
  
Statement of Stockholders’ Deficit
For the period from April 13, 2011 (inception) to August 31, 2011

	Permanent deficit																	Temporary equity
	Common stock				Common stock subscribed				Additional paid-in capital			Deficit accumulated during the development stage			Total permanent deficit			Convertible preferred stock Series A
	Shares		Amount		Shares		Amount											Shares		Amount
Initial capitalization		32,500,000	$	3,250		—	$	—		1,129,416			—			1,132,666			1,200,000	$	595,441
Issuance of warrants in connection with Gemini note		—		—		—		—		60,500						60,500			—		—
Stock awards to an advisor and consultants		3,350,000		200		—		—		76,587			—			76,787			—		—
Restricted stock awards to employees		56,150,000		—		—		—		282,277			—			282,277			—		—
Stock subscriptions		—		—		1,296,000		130		265,092			—			265,222			—		—
Adjustment to redemption value		—		—		—		—		(604,559	)		—			(604,559	)		—		604,559
Dividends declared		—		—		—		—		(36,000	)		—			(36,000	)		—		—
Net loss		—		—		—		—		—			(1,623,002	)		(1,623,002	)		—		—
Balance, August 31, 2011		92,000,000	$	3,450		1,296,000	$	130		1,173,313			(1,623,002	)		(446,109	)		1,200,000	$	1,200,000

 
 
See accompanying notes to financial statements.

F-5

GREEN BALLAST, INC.
(A Development Stage Enterprise)
  
Statement of Cash Flows
For the period from April 13, 2011 (inception) to August 31, 2011

Cash flows from operating activities:
Net loss	$	(1,623,002	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangibles		47,502
Amortization of debt discounts		142,242
Stock awards to outside advisors and consultants		76,787
Stock-based compensation expense		282,277
Changes in operating assets and liabilities:
Increase in restricted cash		(147,245	)
Trade accounts receivable		(12,856	)
Inventories		(14,143	)
Other assets		(30,005	)
Accounts payable		44,611
Accrued expenses		76,542
Net cash used in operating activities		(1,157,290	)
Cash flows from investing activity:
Acquisition of intellectual property		(400,000	)
Net cash used in investing activity		(400,000	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt		1,073,478
Proceeds from issuance of common stock		955,970
Proceeds from issuance of preferred stock		502,552
Proceeds from issuance of stock subscriptions		324,000
Payment of stock issuance costs		(58,778	)
Payment of dividends		(28,000	)
Net cash provided by financing activities		2,769,222
Increase in cash and cash equivalents		1,211,932
Cash and cash equivalents, beginning of period		—
Cash and cash equivalents, end of period	$	1,211,932

 
 
See accompanying notes to financial statements.

F-6

GREEN BALLAST, INC.
(A Development Stage Enterprise)
  
Notes to Financial Statements
August 31, 2011

(1)  Description of Business

Green Ballast, Inc. (the Company) was incorporated in the State of Delaware on April 13, 2011. The Company is headquartered in Memphis, Tennessee. The Company develops, markets, and distributes daylight harvesting and programmable ballasts for fluorescent fixtures, which incorporates energy efficient technology.

On April 15, 2011, the Company was capitalized with $3,000,000 contributed by Green Ballast LLC (GBL), which consisted of $2,532,000 in cash and $468,000 in inventory of ballasts. In exchange, 32,500,000 shares of common stock, 1,200,000 shares of redeemable Series A preferred stock, and a convertible promissory note in the principal amount of $1,800,000 (GBL Note) were issued by the Company.

The proceeds from the capitalization were used to purchase certain assets, including intellectual property, from Gemini Master Fund, Ltd. (Gemini) for a purchase price of $2,200,000, pursuant to an asset purchase agreement. The consideration paid consisted of $400,000 in cash, and the issuance of a convertible promissory note in the principal amount of $1,800,000 (Gemini Note) and warrants to purchase up to 5,000,000 shares of common stock.

The Company has sustained operating losses since its inception. Management believes that, based on its current cash position and the continued growth of its operations, the Company will meet its financial obligations through 2012. Long-term liquidity is dependent upon the Company’s ability to raise additional capital and/or achieve profitable operations.

(2)  Summary of Significant Accounting Policies

(a)  Basis of Presentation

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The financial statements have been prepared under Financial Accounting Standards Board Accounting Standards Codification 915, Development Stage Entities. A development stage enterprise is one in which planned principal operations have not commenced, or if its operations have commenced, there have been no significant revenues therefrom. As of August 31, 2011, the Company is a development stage enterprise since the Company has not generated significant revenue from the sale of its products from its inception on April 13, 2011 through August 31, 2011. The Company has principally been devoted to developing the next generation of ballasts, raising product awareness, and raising capital.

(b)  Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation allowances for receivables and deferred income tax assets; valuation of share-based compensation and other equity and debt instruments.

(c)  Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

(d)  Restricted Cash

Restricted cash consists of cash held in escrow as collateral for a letter of credit provided to a vendor in connection with product manufacturing.

F-7

GREEN BALLAST, INC.
(A Development Stage Enterprise)
  
Notes to Financial Statements
August 31, 2011

(2)  Summary of Significant Accounting Policies  – (continued)

(e)  Trade Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. During the period, the Company recorded a provision of $130 to the allowance for doubtful accounts and did not recognize any write-offs. The Company does not have any off-balance-sheet credit exposure related to its customers.

(f)  Inventories

Inventories consist primarily of lighting ballasts and are stated at the lower of cost or market. Cost is determined using the first-in, first-out method.

(g)  Revenue Recognition

The Company recognizes revenue when products are shipped and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. Shipping and other transportation costs charged to buyers are recorded in both sales and cost of sales.

(h)  Prepaid Expenses and Other

Prepaid expenses and other consist of prepaid insurance and deposits to acquire inventory.

(i)  Other Assets

Other assets consist of capitalized costs related to the design of graphics associated with the Company’s Web site.

(j)  Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses.

(k)  Long-Lived Assets

Long-lived assets, such as purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.

F-8

GREEN BALLAST, INC.
(A Development Stage Enterprise)
  
Notes to Financial Statements
August 31, 2011

(2)  Summary of Significant Accounting Policies  – (continued)

(l)  Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

(m)  Shipping and Handling Fees and Costs

All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues earned and are included in net sales. Costs incurred by the Company for shipping and handling are reported as selling expenses.

(n)  Fair Value Measurements

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

— Level 1 Inputs:  Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

— Level 2 Inputs:  Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

— Level 3 Inputs:  Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

In the ordinary course of business, the Company becomes a party to financial instruments, which primarily consist of cash equivalents, accounts receivable, accounts payable, and other obligations. Based upon their respective maturity and terms, prevailing interest rates, and other pertinent factors, management believes the carrying value of these financial instruments reasonably approximates their fair value as of August 31, 2011.

(o)  Product Warranties

The Company provides a five-year warranty on all of its ballast products. In the event of a warranty claim, the Company will replace the product and reimburse the purchaser $10 per ballast to defray any installation costs. Estimated future warranty costs are accrued and charged to cost of goods sold in the period that the related revenue is recognized.

(3)  Intangible Assets

At August 31, 2011, intangible assets comprised intellectual property with a gross carrying amount of $1,852,591 that was determined based on the fair value of the consideration given, net of accumulated amortization of $47,502. The intellectual property consists primarily of a patent, which is amortized over a period of approximately 15 years, which represents the estimated useful life of the patent. Estimated annual amortization expense for each of the next five years is approximately $127,000.

F-9

GREEN BALLAST, INC.
(A Development Stage Enterprise)
  
Notes to Financial Statements
August 31, 2011

(4)  Long-Term Debt

The GBL Note bears interest at 8% per annum, matures on April 15, 2013, and is secured by all of the Company’s assets, including its intellectual property. The GBL Note has a principal balance of $1,800,000 and a discount of approximately $528,000 recorded in connection with the relative fair value allocation of the GBL Note at the April 15 initial capitalization date. The discount is recognized as an adjustment to interest expense over the life of the note using a method that approximates the effective-interest method. The GBL Note is automatically converted into shares of redeemable Series A preferred stock on the basis of one share for every $1.00 that the outstanding principal amount of the Gemini Note is reduced by repayment or conversion.

The Gemini Note bears interest at 8% per annum and may be converted into shares of common stock at $0.225 per share for a total of 8 million shares of common stock. It matures on April 15, 2013, if it is not converted sooner. As the outstanding principal amount of the Gemini Note is reduced by conversion or repayment, the GBL Note automatically converts to Series A redeemable preferred stock. The Gemini Note is secured by the Company’s assets, including its intellectual property. The security interests granted to Gemini and GBL are each first priority liens and rank equally with each other.

The Gemini Note has a principal balance of $1,800,000 and a discount of approximately $408,000 recorded to reflect the fair value adjustment to the Gemini Note in connection with a nonmonetary exchange to acquire the intellectual property from Gemini. The discount is recognized as an adjustment to interest expense over the life of the note using a method that approximates the effective-interest method. In addition, the Gemini Note included warrants to purchase up to 5,000,000 share of common stock. These warrants are described in more detail in note 6.

Summary of long-term debt as of August 31, 2011 is as follows:

GBL Note	$	1,800,000
Gemini Note		1,800,000
Less unamortized discounts on above Notes		(793,774	)
	$	2,806,226

The GBL Note and Gemini Note debt agreements contain various nonfinancial covenants.

(5)  Income Taxes

The recorded income tax expense rate differs from the U.S. federal income tax rate of 34% as a result of nondeductable interest expense and amortization of discounts related to the GBL and Gemini Notes as well as the Company recording a 100% valuation allowance on all of its net temporary deductible differences including net operating loss carryforwards.

The reconciliation between the federal statutory tax rate and the Company’s effective tax rate is as follows:

Federal statutory tax rate		34.00	%
Increase (reduction) resulting from:
State tax – net of federal tax benefit		4.29
Change in valuation allowance		(32.32	)
Nondeductable expenses		(5.97	)
Effective tax		—	%

F-10

GREEN BALLAST, INC.
(A Development Stage Enterprise)
  
Notes to Financial Statements
August 31, 2011

(5)  Income Taxes  – (continued)

As of August 31, 2011, the Company has estimated that it has approximately $1,014,433 of U.S. federal and state net operating loss carryforwards, which expire beginning 2026, available to offset future taxable income.

The significant components of deferred income taxes as of August 31, 2011 are as follows:

Deferred tax assets:
Provision for bad debts	$	50
Warranty reserve		67
Stock compensation		137,485
Net operating loss carryforwards		388,427
Deferred tax assets		526,029
Deferred tax liabilities:
Intangible amortization		(1,473	)
Deferred tax liabilities		(1,473	)
Net deferred tax asset		524,556
Valuation allowance		(524,556	)
Net deferred tax asset	$	—

The valuation allowance for deferred tax assets as of August 31, 2011 was $524,556. The valuation allowance at August 31, 2011 was primarily related to net operating loss carryforwards that, in the judgment of management, are not more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that, some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of a carryforward periods) and projected future taxable income in making this assessment. Based upon the lack of operating history of the Company, management believes it is more likely than not that the Company will not realize the benefits of these deductible differences, including net operating loss carryforwards.

(6)  Stockholders’ Equity

(a)  Common Stock

Holders of common stock are entitled to one vote per share, to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the preferred stock with respect to dividend rights and rights upon liquidation, winding up and dissolution of the Company.

The Company issued 32,500,000 shares of its common stock as part of its $3,000,000 initial capitalization, which capitalization included the issuance of the GBL Note and Series A redeemable preferred stock. The common stock issued was recorded at approximately $1,133,000, which was based on its relative fair value in relation to the fair values of the GBL Note and Series A redeemable preferred stock. Also during the current year, the Company issued 2,000,000 shares to an outside advisor, 1,350,000 restricted shares to outside consultants and 56,150,000 restricted shares to employees. The restricted shares granted to outside consultants and employees are further described in note 8. The grant date fair value of the stock awards to the outside advisor was approximately $70,000 and was recorded in selling, general, and administrative expenses.

F-11

GREEN BALLAST, INC.
(A Development Stage Enterprise)
  
Notes to Financial Statements
August 31, 2011

(6)  Stockholders’ Equity  – (continued)

(b)  Common Stock Warrants

In connection with the issuance of the Gemini Note to purchase intellectual property from Gemini, warrants to acquire 5,000,000 shares of common stock were issued. These warrants consist of the following:

— 1,500,000 of the warrants are exercisable at $.30 per share with a forced exercise once the shares of common stock are trading at $0.60 per share for 15 out of any 20 consecutive trading days.

— 1,500,000 of the warrants are exercisable at $0.40 per share with a forced exercise once the shares of common stock are trading at $0.80 per share for 15 out of any 20 consecutive trading days.

— 2,000,000 of the warrants are exercisable at $0.60 per share with a forced exercise once the shares of common stock are trading at $1.20 per share for 15 out of any 20 consecutive trading days.

The forced exercise provisions are not enforceable (a) to the extent that their enforcement would result in Gemini owning in excess of 9.9% of the Company’s outstanding shares of common stock; (b) if at any time during the previous six months the Company forced the exercise of any of the warrants; (c) if the Company fails to maintain an effective registration statement and current prospectus covering the resale of the shares underlying the warrants; (d) if the shares underlying the warrants fail to be, or fail to remain, listed or quoted on an acceptable trading market; (e) if the Company fails to authorize and reserve for issuance the requisite number of shares of common stock; (f) if the Company enters bankruptcy or insolvency proceedings or breaches the terms of the warrants; (g) if the volume weighted average price of the common stock drops to or below $0.50 per share; or (h) if the daily dollar trading volume of the common stock drops to or below $30,000. The warrants are valid for seven years following the date of issuance.

Gemini may redeem the warrants for cash at the value of the warrants if the Company fails to: (a) use reasonable efforts to file a registration statement registering the common stock underlying the warrants; (b) reasonably diligently respond to comments from the Securities and Exchange Commission in connection with the registration of common stock; (c) use best efforts to cause the common stock underlying the warrants to be registered; or (d) take any action to voluntarily withdraw registration of the common stock underlying the warrants.

The warrants were determined to have a fair value of approximately $61,000 and are recorded as a component of stockholders’ equity and as a discount to the Gemini Note that is amortized over its life using a method that approximates the effective-interest method. During 2011, none of the stock warrants were exercised.

(c)  Common Stock Subscribed

In July 2011, the Company circulated a private placement memorandum to offer 12 million shares of its common stock. The shares of common stock were offered at $0.25 per share. As of August 31, 2011, the Company has received subscriptions for 1,296,000 shares with proceeds totaling $265,000, net of offering costs.

(7)  8% Series A Redeemable Preferred Stock

Authorized capital stock includes 8% Series A redeemable preferred stock with a par value of $1.00 per share. The Series A redeemable preferred stock pays a fixed dividend of $0.08 per share, per year, payable monthly and has a liquidation value of $1.00 per share. There was approximately $8,000 of cumulative preferred share dividends in arrears as of August 31, 2011.

In connection with the relative fair value allocation between the common stock and GBL Note issued as part of its initial capitalization, the Company recognized a discount on the 8% Series A redeemable preferred stock of approximately $605,000. As a majority of the Company’s board of directors are employees of GBL’s

F-12

GREEN BALLAST, INC.
(A Development Stage Enterprise)
  
Notes to Financial Statements
August 31, 2011

(7)  8% Series A Redeemable Preferred Stock  – (continued)

parent company, the 8% Series A redeemable preferred stock is considered redeemable at the option of the holder and therefore is classified outside of permanent equity. In addition, the preferred stock is required to be adjusted to its redemption value as of August 31, 2011, which the Company recorded as an adjustment to additional paid-in capital.

(8)  Stock Compensation Plan

In 2011, the Company adopted a restricted stock compensation plan (the Plan) pursuant to which the Company’s board of directors may grant unvested shares of common stock (stock awards) to officers and key employees and consultants approved by the board of directors. On June 23, 2011, the Company granted 57,500,000 shares of common stock, which represented the maximum aggregate number of common stock that may be issued under the Plan. Included in the 57,500,000 shares that were granted were 1,350,000 shares that were granted to certain consultants in exchange for services provided to the Company, as further discussed in note 6. The grant date fair value of these restricted shares was approximately $61,000. The amount of expense for the restricted shares issued to outside consultants that was recognized during the period ended August 31, 2011 was approximately $7,000 and was recorded in selling, general, and administrative expenses.

The stock awards will vest if the following market conditions are met:

• One-third of such restricted stock will vest on the first date on which the Company attains an average market capitalization for any 10 trading days during any 15 consecutive trading day period in excess of $15.87 million;

• One-third of such restricted stock will vest on the first date on which the Company attains an average market capitalization for any 10 trading days during any 15 consecutive trading day period in excess of $60 million; and

• One-third of such restricted stock will vest on the first date on which the Company attains an average market capitalization for any 10 trading days during any 15 consecutive trading day period in excess of $120 million.

In addition, the stock awards will vest upon a change of control of the Company or upon the death of the participant under the Plan. The board of directors may, in its discretion, accelerate the vesting of a stock award or waive or amend any conditions of a stock award grant under the Plan. A participant may vote and receive dividends on the stock award before it has vested. The participant may not sell, assign, transfer, or pledge the stock award until it has vested subject to the restriction described above. In addition, if the stock award vests, the participant may not transfer or pledge the stock award until GBL has either received or has the ability to realize an amount equal to its initial capital contribution of $3 million. If the participant is no longer a consultant or, in the case of an employee, has voluntarily terminated his or her employment before the participant’s stock award vests, the participant will forfeit all of his or her unvested stock award. If an employee is terminated by the Company before the employee’s stock award has vested, the employee may retain the equivalent of 1/60th of the employee’s unvested stock award for every month or partial month of employment prior to termination. In such event, the retained stock award will vest in the same manner and amount had the employee remained employed at the time the vesting conditions set forth above occur, if at all. The stock awards include restrictions on transferability, as determined by Company’s board of directors.

The Company’s stock awards qualify for classification as equity and such awards contain no provisions to allow an employee to force cash settlement by the Company. The initial measurement date is the date the stock awards were granted. The fair value of these stock awards is $0.045 per share. The total fair value of shares that were granted to employees and outside consultants will be recognized as compensation expense ratably over the derived service period of the awards. The total amount of compensation expense for the

F-13

GREEN BALLAST, INC.
(A Development Stage Enterprise)
  
Notes to Financial Statements
August 31, 2011

(8)  Stock Compensation Plan  – (continued)

restricted shares awarded to employees that was recognized during the period from April 13, 2011 to August 31, 2011 is approximately $282,000 and is recorded as selling, general, and administrative expense.

The valuation of these stock awards, which include a market-vesting feature, was determined on the date of grant using a probability-weighted expected return model. The use of a probability-weighted expected return model includes a number of assumptions including a range of expected future values and probabilities of realizing those outcomes. The projected scenarios and associated probabilities reflect the Company’s financial projections and an assessment of Company milestones achieved at the date of grant.

The Company determined the derived service period for the awards on the date of grant using a binomial lattice model to incorporate the effects of the market-vesting feature described above. The use of a binomial lattice model includes a number of complex assumptions, including expected volatility. The expected volatility assumption was estimated by reference to observed historical volatilities for a group of comparable public companies, which had a range from 75% to 125%.

The derived service period of these stock awards, which includes a market-vesting condition, is between 10 months to 35 months depending on the market-vesting conditions noted above.

At August 31, 2011, there was approximately $2,298,437 of total unrecognized compensation cost related to the stock awards granted under the Plan.

(9)  Related Parties

On April 15, 2011, the Company entered into an accounting services agreement and a marketing services agreement with IRC — Interstate Realty Corporation (IRC), which is a related party through its ownership interest in the Company. In accordance with this agreement, IRC has agreed to provide:

• Accounting services

• Marketing services

The management services agreements for accounting and marketing services have an initial term of one year, subject to automatic one-year extensions unless the Company or IRC provides written notice of termination. During the period from April 15, 2011 to August 31, 2011, the Company paid $70,000 to IRC for fees for the accounting and marketing services provided, including an initial set-up fee of $12,500.

The Company has entered into an office space lease agreement with CB Richard Ellis Memphis, LLC, an affiliate of the Company. The office space lease agreement has an initial term of one year, subject to automatic one-year extensions unless the Company or CB Richard Ellis Memphis, LLC provides written notice of termination. During the period from April 15, 2011 to August 31, 2011, the Company paid $25,000 to CB Richard Ellis Memphis, LLC for fees for the office space provided.

(10)  Statement of Cash Flows

As discussed in note 1, the Company was capitalized with $3,000,000 contributed by Green Ballast LLC (GBL), which consisted of $2,532,000 in cash and $468,000 in inventory of ballasts. In exchange, the Company issued 32,500,000 shares of common stock, 1,200,000 shares of redeemable Series A preferred stock and a convertible promissory note in the principal amount of $1,800,000 (GBL Note). The amounts included as cash proceeds from the issuance of the common stock, redeemable Series A preferred stock and the convertible promissory note in the statement of cash flows represent the allocation of the fair value among these instruments.

F-14

GREEN BALLAST, INC.
(A Development Stage Enterprise)
  
Notes to Financial Statements
August 31, 2011

(10)  Statement of Cash Flows  – (continued)

As discussed in note 1, during the current year, the Company purchased intellectual property through the issuance of a convertible promissory note in the principal amount of $1,800,000, warrants to purchase up to 5,000,000 shares of common stock, and cash of $400,000.

Interest payments for the period ended August 31, 2011 were approximately $96,000.

(11)  Commitments and Contingencies

Warranties

The Company provides standard warranties on all of its products for the repair or replacement of defective products within five years from the date of purchase. The Company has recourse provisions that would allow recovery of warranty costs from its suppliers. The Company has not incurred any significant warranty claims since its inception.

F-15

24,234,400 Shares of Our Common Stock
  

Green Ballast, Inc.
  
  

 

PROSPECTUS

 

Until [] (25 days after the commencement of this offering), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions.

You should rely only on the information contained or incorporated by reference to this prospectus in deciding whether to purchase our common stock. We have not authorized anyone to provide you with information different from that contained or incorporated by reference to this prospectus. Under no circumstances should the delivery to you of this prospectus or any sale made pursuant to this prospectus create any implication that the information contained in this prospectus is correct as of any time after the date of this prospectus. To the extent that any facts or events arising after the date of this prospectus, individually or in the aggregate, represent a fundamental change in the information presented in this prospectus, this prospectus will be updated to the extent required by law.

The date of this prospectus is [___________________], 2011.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth all expenses to be paid by us in connection with the offering described in this registration statement. All of the amounts shown are estimates except the SEC registration fee:

Expenses
SEC registration fee	$	808.92
Accounting fees and expenses	$	80,000.00
Legal fees and expenses	$	200,000.00
Blue Sky fees and expenses	$	5,000.00
Transfer Agent, Registrar expenses and printing and engraving expenses	$	75,000.00
Miscellaneous expenses	$	25,000.00
TOTAL	$	385,808.92

We are paying all expenses listed above. No portion of these expenses will be paid by the selling stockholders. The selling stockholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 14. Indemnification of Directors and Officers

Section 102(b)(7) of the General Corporation Law of the State of Delaware allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the directors breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our certificate of incorporation provides for this limitation of liability.

Section 145 of the General Corporation Law of the State of Delaware provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. A Delaware corporation may indemnify any persons who are, or were, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or directors has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

II-1

Our bylaws provide that we will indemnify our directors and officers to the fullest extent authorized by the General Corporation Law of the State of Delaware and shall pay expenses incurred (including attorneys’ fees) in defending any proceeding in advance of its final disposition upon receipt of an undertaking, by an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or otherwise.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

We maintain a general liability insurance policy that covers liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

Item 15. Recent Sales of Unregistered Securities

On or since April 13, 2011, we have issued or sold the following unregistered securities:

On April 13, 2011, we issued 2,000,000 shares of our common stock at par value to GB Solutions, LLC in connection with our organization.

On April 15, 2011, we issued 32,500,000 shares of our common stock, 1,200,000 shares of our redeemable Series A preferred stock and a promissory note to Green Ballast LLC in exchange for $3,000,000 in cash and assets.

On April 15, 2011, we issued warrants to purchase up to 5,000,000 shares of our common stock and a convertible promissory note to Gemini Master Fund, Ltd. as partial consideration for assets. The promissory note is convertible into 8,000,000 shares of our common stock.

On June 23, 2011, we issued 57,500,000 shares of our common stock to our officers, employees and consultants under our restricted stock plan.

On October 24, 2011, we issued 4,234,400 shares of our common stock for $0.25 per share to accredited investors in connection with a private offering.

The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Rule 506 of Regulation D, in that the issuance of securities to the accredited investors did not involve a public offering, and on Section 4(2) of the Securities Act. The recipient of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.

II-2

Item 16. Exhibits

Exhibit No.	Description
Exhibit 3.1	Certificate of Incorporation
Exhibit 3.2	Bylaws, as amended on October 21, 2011.
Exhibit 4.1	Amended and Restated Class A Common Stock Purchase Warrant, dated as of October 21, 2011, and issued to Gemini Master Fund, Ltd.
Exhibit 4.2	Amended and Restated Class B Common Stock Purchase Warrant, dated as of October 21, 2011, and issued to Gemini Master Fund, Ltd.
Exhibit 4.3	Amended and Restated Class C Common Stock Purchase Warrant, dated as of October 21, 2011, and issued to Gemini Master Fund, Ltd.
Exhibit 4.4	8% Senior Secured Convertible Note, dated as of April 15, 2011, and issued to Gemini Master Fund, Ltd.
Exhibit 4.5	Amendment No. 1 to Green Ballast, Inc., 8% Senior Secured Convertible Note, dated as of August 29, 2011, and issued to Gemini Master Fund, Ltd.
Exhibit 4.6	8% Senior Secured Note, dated as of April 15, 2011, and issued to Green Ballast LLC.
Exhibit 4.7	Amendment No. 1 to Green Ballast, Inc., 8% Senior Secured Note, dated as of August 29, 2011, and issued to Green Ballast LLC.
Exhibit 4.8	Subscription Agreement, dated April 15, 2011, by and between Green Ballast, Inc. and Green Ballast LLC.
Exhibit 4.9	Specimen Common Stock Certificate.
Exhibit 5.1	Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC.
Exhibit 10.1	Asset Purchase Agreement, dated as of April 15, 2011, by and between Green Ballast, Inc. and Gemini Master Fund, Ltd.
Exhibit 10.2	Amendment No. 1 to Asset Purchase Agreement, dated August 29, 2011, between Green Ballast, Inc., and Gemini Master Fund, Ltd.
Exhibit 10.3	Security Agreement, dated as of April 15, 2011, among Green Ballast, Inc., Gemini Master Fund, Ltd. and Green Ballast LLC.
Exhibit 10.4	Intellectual Property Security Agreement, dated as of April 15, 2011, by Green Ballast, Inc., in favor Gemini Strategies, LLC.
Exhibit 10.5	Employment Agreement, dated as of June 23, 2011, by and between Green Ballast, Inc. and J. Kevin Adams.*
Exhibit 10.6	Employment Agreement, dated as of June 23, 2011, by and between Green Ballast, Inc. and Daniel L. Brown.*
Exhibit 10.7	Employment Agreement, dated as of June 23, 2011, by and between Green Ballast, Inc. and William Bethell.*
Exhibit 10.8	Employment Agreement, dated as of June 23, 2011, by and between Green Ballast, Inc. and Kevin Clarkson.*
Exhibit 10.9	2011 Restricted Stock Plan, dated as of April 15, 2011*
Exhibit 10.10	Form of Restricted Stock Award under 2011 Restricted Stock Plan*
Exhibit 10.11	Accounting Services Agreement, dated as of April 15, 2011, between Green Ballast, Inc., and IRC — Interstate Realty Corporation.
Exhibit 10.12	Marketing Services Agreement, dated as of April 15, 2011, between Green Ballast, Inc., and IRC — Interstate Realty Corporation.
Exhibit 10.13	Agreement of Sublease, dated as of April 15, 2011, between Green Ballast, Inc., and CB Richard Ellis Memphis, LLC.
Exhibit 23.1	Consent of KPMG LLP
Exhibit 23.2	Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included in Exhibit 5.1)
Exhibit 24	Power of Attorney (included in signature page)

* Management contract or compensatory plan arrangement.

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Item 17. Undertakings

The undersigned registrant hereby undertakes:

(a)  (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of this offering.

(4)  That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(ii)  If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Green Ballast, Inc. has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on the 26 day of October, 2011.

	Green Ballast, Inc.
	By: /s/ J. Kevin Adams J. Kevin Adams Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Kevin Adams, William Bethell and Daniel L. Brown, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ J. Kevin Adams J. Kevin Adams	Chief Executive Officer, President and Director (Principal Executive Officer)	October 26, 2011
/s/ William Bethell William Bethell	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	October 26, 2011
/s/ Daniel L. Brown Daniel L. Brown	Director	October 26, 2011
/s/ Kevin Clarkson Kevin Clarkson	Director	October 26, 2011
/s/ John H. Lamberson, Jr. John H. Lamberson, Jr.	Director	October 26, 2011
/s/ Mary F. Sharp Mary F. Sharp	Director	October 26, 2011
/s/ Peter Weisman Peter Weisman	Director	October 26, 2011

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EX-3.1

CERTIFICATE OF INCORPORATION

OF

GREEN BALLAST, INC.

The undersigned, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the "General Corporation Law of the State of Delaware"), hereby certifies that:

FIRST:  The name of the corporation (hereinafter called the "Corporation") is “Green Ballast, Inc.”

SECOND:  The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

THIRD:  The nature of the business and the purposes to be conducted and promoted by the Corporation are (a) to engage in a commercial lighting business, including without limitation developing, manufacturing, marketing, distributing and selling energy efficient light ballasts, and (b) to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The Corporation shall have authority to issue Two Hundred Fifty Million (250,000,000) shares of capital stock, consisting of Two Hundred Forty-Five Million (245,000,000) shares of common stock, $0.0001 par value per share (the “Common Stock”), and Five Million (5,000,000) shares of preferred stock, $1.00 par value per share (the “Preferred Stock”), of which three million (3,000,000) shares are hereby designated as “Series A 8% Redeemable Preferred Stock”.  The Preferred Stock authorized by the Certificate of Incorporation may be issued from time to time in one or more series.  The Board of Directors is hereby authorized to fix or alter the powers, designations, preferences, powers and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the shares, and the number of shares constituting any such series and the designation thereof, or any of them, pursuant to a Certificate of Designation, provided that so long as the Gemini Note (as defined below) is outstanding, any such Certificate of Designation shall be subject to the prior written approval of Gemini (as defined below).

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Common Stock

           1.           Voting Rights.  Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (which as used herein, shall mean the certificate of incorporation of the Corporation, as amended from time to time, including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation.

2.           Dividends. Subject to the rights of the holders of any series of Preferred Stock then outstanding, the holders of shares of Common Stock shall be entitled to receive, when and if declared by the Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends payable either in cash, in property or in shares of capital stock.

3.           Dissolution, Liquidation or Winding Up. In the event of any dissolution, liquidation or winding up of the affairs of the Corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of any series of Preferred Stock then outstanding, the holders of Common Stock shall be entitled, unless otherwise provided by law or this Certificate of Incorporation, to receive all of the remaining assets of the Corporation of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

The voting powers, designations, preferences, powers and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions of the shares (“Preferred Shares”) of Series A 8% Redeemable Preferred Stock are as follows:

Series A 8% Redeemable Preferred Stock

The Preferred Shares shall be issued by the Corporation (a) pursuant to a subscription agreement between the Corporation and the subscriber(s) for the Preferred Shares thereunder (each such subscriber or subsequent holder of Preferred Shares shall be referred to herein as a “Holder” and collectively as the “Holders”), or (b) upon conversion in whole or in part of the outstanding principal amount of promissory notes issued by the Corporation in accordance with the terms thereof (except to the extent prohibited pursuant to the terms of definitive agreements entered into by the Corporation, including without limitation with Gemini, as defined below).

1.      Definitions.  For purposes hereof, in addition to the terms defined elsewhere herein, the following terms shall have the following meanings:

“Dividend Payment Date” means the first day of each calendar month, provided that if any such day is not a business day, then such Dividend Payment Date shall mean the next succeeding day which is a business day.

“Gemini” means Gemini Master Fund, Ltd., a Cayman Islands corporation.

“Gemini Note” means an 8% Senior Secured Convertible Note issued or to be issued to Gemini in an original principal amount equal to $1,800,000.

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“Liquidation” means the liquidation, dissolution or winding up of the Corporation or its Subsidiaries the assets of which constitute all or substantially all the assets of the business of the Corporation and its Subsidiaries taken as a whole, in a single transaction or series of transactions.

“Stated Value” means $1.00 per Preferred Share.

2.           Rank.  The Preferred Shares shall, with respect to preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Corporation, whether voluntary or involuntary, rank (a) junior and be subordinate to all indebtedness of the Corporation now or hereafter outstanding, (b) senior to all classes of the Corporation’s Common Stock and to all other classes and series of equity securities of the Corporation which by their terms expressly provide that it ranks junior to the Preferred Shares as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “Junior Stock”), and (c) on parity with each other class or series of preferred stock established or issued hereafter by the board of directors of the Corporation the terms of which expressly provide that such class or series shall rank on a parity with the Preferred Shares as to preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Corporation (collectively referred to as “Parity Stock”).  In the event of the merger or consolidation of the Corporation with or into another corporation, the Preferred Shares shall maintain their relative powers, designations and preferences provided for herein.  Each Preferred Share shall rank equally in all respects.

3.           Liquidation Preference.  In the event of any Liquidation, either voluntary or involuntary, each Holder shall be entitled to receive, out of the assets of the Corporation available for distribution to stockholders, whether from capital or from earnings available for distribution to its stockholders (the “Liquidation Funds”), prior and in preference to any distribution of any assets of the Corporation (or any surviving, successor or acquiring entity) to the holders of any Junior Stock (but after the payment of any and all of the Corporation’s indebtedness, including without limitation under the Gemini Note), an amount equal to the Stated Value per Preferred Share held by such Holder plus all accrued but unpaid dividends thereon (collectively, the “Liquidation Value”), provided that, if the Liquidation Funds are insufficient to pay the full amount due to the Holders and holders of shares of other classes or series of preferred stock of the Corporation that are of equal rank with the Preferred Shares as to payments of Liquidation Funds, then the Holders and such other holders shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.  All the preferential amounts to be paid to the Holders under this Section shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any Liquidation Funds of the Corporation to the holders of shares of Junior Stock in connection with, a Liquidation as to which this Section applies.  After the payment of all preferential amounts required to be paid to the Holders and any other class or series of stock of the Corporation ranking on liquidation senior to or on a parity with the Preferred Shares, upon the Liquidation of the Corporation, the holders of shares of Junior Stock then outstanding shall be entitled to receive the remaining assets and funds of the Corporation available for distribution to its stockholders.  After payment of the full Liquidation Value to all Holders, the Holders will not be entitled to any further participation as such in any distribution of the assets of the Corporation except to the extent otherwise set forth herein.

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4.           Voting.

(a)           Class Voting Rights. In addition to all other requirements imposed by Delaware law, and all other voting rights granted under the Corporation’s Certificate of Incorporation, the affirmative vote or written consent of the Holders of at least a majority of the Corporation’s outstanding Preferred Shares, given in person or by proxy, either in writing or at a meeting, in which the Holders vote separately as a class, shall be necessary for the Corporation to:

(i)           amend, modify, alter or repeal this Designation of the rights, preferences, privileges and provisions of the Preferred Shares contained herein (whether by merger, consolidation, reclassification, reorganization or otherwise); or

(ii)           amend, modify, alter or repeal the Certificate of Incorporation or By-Laws of the Corporation (whether by merger, consolidation, reclassification, reorganization or otherwise) so as to change or materially and adversely affect any right, preference, obligation, privilege or voting power of the Preferred Shares.

(b)           General Voting Rights.  Except as otherwise provided herein or as otherwise required by applicable law, the Holders of Preferred Shares shall not have the right to vote in connection with any matter voted upon by the holders of Common Stock of the Corporation.

5.           Dividends.  The Holders shall be entitled to receive, when, if and as declared by the Corporation’s Board of Directors, out of funds legally available therefor, dividends payable as set forth in this Section 5.

(a)           Cumulative.  Dividends on each Preferred Share Stock shall accrue and shall be cumulative and accumulate from the date of issuance of such share (the “Issuance Date”), whether or not earned or declared by the Board of Directors of the Corporation, at the Dividend Rate (as defined below), until paid, in preference and priority to any payment of any dividend on the Common Stock or any other Junior Stock of the Corporation.

(b)           Dividend Rate.  The dividend rate (the “Dividend Rate”) on each Preferred Share shall be eight percent (8%) per annum of the Stated Value, accruing daily from the Issuance Date.

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(c)           Payment.  The Corporation shall declare and pay dividends on the Preferred Shares in arrears on each Dividend Payment Date.  The amount of dividends payable to each Holder for each dividend period or part thereof (the “Dividend Amount”) shall be computed by multiplying (1) the number of Preferred Shares held by such Holder, by (2) the State Value, by (3) the Dividend Rate applicable for such period, by (4) a fraction, the numerator of which shall be the number of days in the dividend period or part thereof on which such share was outstanding (provided that each full calendar month shall be deemed 30 days) and the denominator of which shall be 360.  The Dividend Amount payable to each Holder as of a Dividend Payment Date shall be made in cash.  All Dividend Amounts payable hereunder shall be made in lawful money of the United States of America to each Holder in whose name the Preferred Shares are registered.  Such payments shall be made by wire transfer of immediately available funds to the account such Holder may from time to time designate by written notice to the Corporation or by Corporation check, without any deduction, withholding or offset for any reason whatsoever except to the extent required by law.

6.           Transfer of Preferred Shares.  So long as the Gemini Note is outstanding, no Holder of Preferred Shares may transfer such Preferred Shares without the consent of Gemini, which shall not be unreasonably withheld.

7.           Redemption.   The Corporation shall have the right, at any time and from time to time (except to the extent prohibited pursuant to the terms of definitive agreements entered into by the Corporation, including without limitation with Gemini), to redeem any or all of the outstanding Preferred Shares for a redemption price equal to the Stated Value of the Preferred Shares being redeemed plus any and all accrued and unpaid dividends thereon.

8.           Miscellaneous.

(a)           No Stockholder Rights or Liabilities.  Except as otherwise specifically provided herein or the provisions of any other written agreement between the Corporation and a Holder, such Holder (solely in such Person’s capacity as a holder of Preferred Shares) shall not be entitled to any rights as a common stockholder of the Corporation, nor shall anything contained herein be construed to confer upon such Holder (solely in such Person’s capacity as a holder of Preferred Shares) any of the rights of a common stockholder of the Corporation, including with limitation the right to (a) vote for the election of directors of the Corporation or upon any matter submitted to stockholders at any meeting thereof, (b) give or withhold consent to any corporate action (whether upon or for any recapitalization, reorganization, issue of stock, reclassification of stock, change of par value, change of stock to or from no par value, consolidation, merger, amalgamation, conveyance or otherwise), (c) receive notice of meetings, or (d) receive dividends, distributions or subscription rights (other than dividends to which the Holders of Preferred Shares are entitled).

(b)           Third Party Beneficiary.  Gemini shall be a third party beneficiary to this Designation of the rights, preferences, privileges and provisions of the Preferred Shares contained herein, and Gemini shall have the legal and equitable right to enforce the terms hereof.

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(c)           Severability.  If any provision hereof is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable under applicable law (a) the remainder of the provisions set forth therein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and (b) the Corporation and the Holders shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

(d)           No Reissuance.  No Preferred Shares acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued.

FIFTH:  The name of the incorporator of the Corporation is Peter Weisman and the mailing address of such incorporator is 767 Third Avenue, 39th Floor, New York, NY  10017.

SIXTH:  The Corporation is to have perpetual existence.

SEVENTH:  The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of §102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

EIGHTH:  The Corporation shall, to the fullest extent permitted by the provisions of §145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section (a ‘Covered Person”) from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of such proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified.

NINTH:  From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this Article.

TENTH:   No action required or permitted to be taken by the stockholders of the Corporation shall be taken except at a duly called annual or special meeting of stockholders of the Corporation, and no action shall be taken by the stockholders by written consent.

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                      Special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, the Chief Executive Officer or by the Board of Directors acting pursuant to a resolution adopted by a majority of the authorized number of directors, and any power of stockholders to call a special meeting is specifically denied.  Only such business shall be considered at a special meeting of stockholders as shall have been stated in the notice for such meeting.

Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation.  Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the directors then in office.

The Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the General Corporation Law of the State of Delaware or this Certificate of Incorporation or the Corporation’s Bylaws, or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine.

[Signature Page Attached]

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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Incorporation this 13th day of April, 2011.

/s/ Peter J. Weisman

Peter J. Weisman, Incorporator

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EX-3.2

BYLAWS

OF

GREEN BALLAST, INC.

(the “Corporation”)

ARTICLE I

OFFICES

1.1           Registered Office. The address of the registered office of this Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Zip Code 19801, and the name of the registered agent of this Corporation in the State of Delaware at such address is The Corporation Trust Company.

1.2           Other Offices. The Corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

CORPORATE SEAL

2.1           Corporate Seal. The Corporation may have a corporate seal, which may be adopted or altered at the pleasure of the Board of Directors, and the Corporation may use such seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE III

STOCKHOLDERS’ MEETINGS

3.1           Place of Meetings. Meetings of the stockholders of the Corporation may be held at such place, either within or without the State of Delaware, as may be determined from time to time by the Board of Directors, or, if not so designated, then at the office of the Corporation required to be maintained pursuant to Section 1.2 hereof.

3.2           Annual Meetings.

(a)           The annual meeting of the stockholders of the Corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders: (i) pursuant to the Corporation’s notice with respect to such meeting; (ii) by or at the direction of the Board of Directors; or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving the stockholder's notice provided for in the following subsection (b), who is entitled to vote at the meeting and who complied with the notice procedures set forth below in this Section 3.2.

(b)          At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to Section 3.2(a)(iii) above, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (ii) such other business must be a proper matter for stockholder action under Delaware General Corporation Law (“DGCL”), and (iii) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a Solicitation Notice (as defined below in Section 3.2(d)(iii)(C)(2)), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law or the Certificate of Incorporation or these Bylaws to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice.

(c)          To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the date of the proxy statement delivered to stockholders in connection with the preceding year’s annual meeting; provided, however, that in the event (i) the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, (ii) no proxy statement was delivered to stockholders in connection with the preceding year’s annual meeting, or (iii) the Corporation did not hold an annual meeting in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above.

(d)          Such stockholder’s notice shall set forth:

(i)           as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(ii)         as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and

(iii)        as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:

(A)           the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner,

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                                (B)(1) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (2) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder and such beneficial owner and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (3) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Corporation, (4) any short interest in any security of the Corporation (for purposes of this Bylaw a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security) held directly or indirectly by such stockholder and such beneficial owner, (5) any rights to dividends on the shares of the Corporation owned beneficially and of record by such stockholder and such beneficial owner that are separated or separable from the underlying shares of the Corporation, (6) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or such beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (7) any performance-related fees (other than an asset-based fee) that such stockholder or such beneficial owner is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, in each case including without limitation any such interests held by members of such stockholder’s or such beneficial owner's immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date),

(C)         any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the 1934 Act and the rules and regulations promulgated thereunder,

(1)           a description of all arrangements or understandings between the stockholder or beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, and

(2)           whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of the proposal, at least the percentage of the Corporation’s voting shares required under applicable law or the Certificate of Incorporation or these Bylaws to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).

(e)          Notwithstanding anything in Section 3.2(c) of these Bylaws (as the same may be amended and/or restated from time to time, the “Bylaws”) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least seventy (70) days prior to the first anniversary of the preceding year’s annual meeting (or, if the annual meeting is held more than thirty (30) days before or thirty (30) days after such anniversary date, at least seventy (70) days prior to such annual meeting) a stockholder’s notice required by this Section 3.2 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

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(f)           Only such persons who are nominated in accordance with the procedures set forth in this Section 3.2 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 3.2. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

(g)           Notwithstanding the foregoing provisions of this Section 3.2, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholders’ meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the 1934 Act.

(h)           For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press, PR Newswire, Reuters or comparable national news service or in a document publicly filed by the Corporation with the U.S. Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

3.3           Special Meetings.

(a)           Special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, only by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the directors then in office.

(b)           If a special meeting is properly called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by certified or registered mail, return receipt requested, to the Secretary of the Corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the Secretary shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 3.4 of these Bylaws. Nothing contained in this subsection (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

(c)           Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who is a stockholder of record at the time of giving notice provided for in these Bylaws who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 3.3(c). In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice otherwise required by Section 3.2 of these Bylaws shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

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(d)           Unless the Corporation’s Certificate of Incorporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”) provides otherwise, any special meeting of the stockholders may be cancelled by resolution duly adopted by a majority of the directors then in office upon public notice given prior to the date previously scheduled for such meeting of stockholders.

3.4           Notice Of Meetings. Except as otherwise provided by law, notice, given in writing or by electronic transmission, of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour of the meeting, the means of remote communication(s), if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting (as authorized by the Board of Directors in its sole discretion pursuant to Section 211(a)(2) of the DGCL), and, in the case of a special meeting, the purpose or purposes of the meeting. Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation and otherwise is given when delivered. Notice of the time, place, and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, or by electronic transmission by such person, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission.

3.5           Quorum. At all meetings of stockholders, except where otherwise provided by statute, the Certificate of Incorporation or these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law or by applicable stock exchange rules, or by the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote generally on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter. Except where otherwise provided by statute or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of votes cast at the meeting shall be the act of such class or classes or series.

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3.6           Adjournment And Notice Of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares present in person or represented by proxy at the meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof, and the means of remote communication(s), if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting (as authorized by the Board of Directors in its sole discretion pursuant to Section 211(a)(2) of the DGCL), are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

3.7           Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the Corporation on the record date, as provided in Section 7.4 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with the DGCL. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

3.8           Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in Section 217(b) of the DGCL. If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of clauses (b) and (c) shall be a majority or even-split in interest.

3.9           List of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this Section 3.9 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. In the event the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. The list shall be open to examination of any stockholder during the time of the meeting as provided by law.

3.10         No Action Without Meeting. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may not be taken without a meeting.

3.11         Organization.

(a)           At every meeting of stockholders, (i) the Chairman of the Board of Directors or, if a Chairman of the Board of Directors has not been appointed or is absent, (ii) the Chief Executive Officer or, if the Chief Executive Officer is absent, (iii) the President or, if the President is absent, (iv) such person as the Chairman of the Board of Directors shall appoint or, if such Chairman has not been appointed, (v) any officer of the Corporation chosen by the Board of Directors, shall act as chairman of the meeting. The Secretary, or, in his absence, such person appointed by the chairman of the meeting, shall act as secretary of the meeting.

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(b)           The Board of Directors shall, in advance of any meeting of stockholders, appoint one (1) or more inspector(s), who may include individual(s) who serve the Corporation in other capacities, including without limitation as officers, employees or agents, to act at the meeting of stockholders and make a written report thereof. The Board of Directors may designate one (1) or more persons as alternate inspector(s) to replace any inspector who fails to act. If no inspector or alternate has been appointed or is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one (1) or more inspector(s) to act at the meeting. Each inspector, before discharging his duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his ability. The inspector(s) or alternate(s) shall have the duties prescribed pursuant to Section 231 of the DGCL or other applicable law.

(c)           The Board of Directors of the Corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the Corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV

DIRECTORS

4.1           Number and Term of Office. The authorized number of directors of the Corporation shall be fixed in accordance with the Certificate of Incorporation.

4.2           Powers. The powers of the Corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

4.3           Qualification of Directors.

(a)           Directors need not be stockholders unless so required by the Certificate of Incorporation. The Certificate of Incorporation or these Bylaws may prescribe other qualifications for directors.

(b)           Notwithstanding the foregoing provisions of this section, each director shall serve until his successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

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4.4           Vacancies. Unless otherwise provided in the Certificate of Incorporation and subject to the rights of the holders of any series of preferred stock then outstanding, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Section 4.4 in the case of the death, removal, disqualification or resignation of any director.

4.5           Resignation. Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

4.6           Removal. Subject to the rights of the holders of any series of preferred stock then outstanding, any one or more or all of the directors may be removed from the Board of Directors, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation then entitled to vote in the election of directors, voting together as a single class.

4.7           Meetings.

(a)           Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at any time or date and at any place within or without the State of Delaware which has been designated by the Board of Directors and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system or other system designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means. No further notice shall be required for regular meetings of the Board of Directors.

(b)           Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board of Directors, the Chief Executive Officer, or a majority of the directors then in office.

(c)           Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communications equipment pursuant to which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

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(d)           Notice of the time and place of all special meetings of the Board of Directors shall be given to each director (i) by giving notice to such director in person or by telephone, including a voice messaging system or other system designed to record and communicate messages, during normal business hours, at least twenty-four (24) hours before the meeting, (ii) by sending a telegram or delivering notice by facsimile transmission, by electronic mail or by hand, to such director at his last known business or home address, during normal business hours, at least twenty-four (24) hours before the meeting, or (iii) by mailing notice, via first class United States mail, to such director at his last known business or home address at least three (3) days in advance of the meeting. Notice of any meeting may be waived in writing, or by electronic transmission, at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Notice of a special meeting of the Board of Directors need not specify the purpose of the meeting.

(e)           The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present who did not receive notice shall sign a written waiver of notice or shall waive notice by electronic transmission. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in any written waiver of notice or any waiver by electronic transmission.

4.8           Quorum And Voting.

(a)           Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the directors then in office. In the event one or more directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each such director so disqualified; provided, however, that in no case shall less than one-third (1/3) of the total number of directors constitute a quorum. At any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b)           At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.

4.9           Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

4.10        Fees And Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, or any committee thereof, including, if so approved by resolution of the Board of Directors or such committee, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

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4.11        Committees.

(a)           The Board of Directors may, from time to time, appoint such committees as may be permitted by law. Such committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but no committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any provision of these Bylaws.

(b)           The Board of Directors, subject to any requirements of any outstanding series of preferred stock and the provisions of subsections (a) and (b) of this Section 4.11, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(c)           Unless the Board of Directors shall otherwise provide, regular meetings of any committee appointed pursuant to this Section 4.11 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee, a majority of the members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

4.12        Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman of the Board of Directors has not been appointed or is absent, the Chief Executive Officer (if a director), or if the Chief Executive Officer is absent, the President (if a director), or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, such person appointed by the chairman of the meeting, shall act as secretary of the meeting.

ARTICLE V

OFFICERS

5.1           Officers Designated. The officers of the Corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer and the Treasurer, all of whom shall be elected at the annual organizational meeting of the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the Corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the Corporation shall be fixed by or in the manner designated by the Board of Directors or a committee thereof.

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5.2           Tenure And Duties Of Officers.

(a)           All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors, subject to the rights, if any, of an officer under contract of employment. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b)           The Chairman of the Board of Directors, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and stockholders and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or as may be prescribed by these Bylaws. If there is no Chief Executive Officer or President, then the Chairman of the Board of Directors shall also be the Chief Executive Officer of the Corporation and as such shall also have the powers and duties prescribed in Section 5.2(c) below.

(c)           Subject to such supervisory powers, if any, as the Board of Directors may give to the Chairman of the Board of Directors, the Chief Executive Officer, if any, shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Corporation and shall report directly to the Board of Directors. All other officers, officials, employees and agents shall report directly or indirectly to the Chief Executive Officer. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors are carried into effect. In the absence of a Chairman of the Board of Directors, the Chief Executive Officer shall preside at all meetings of the Board of Directors.

(d)           In the absence or disability of the Chief Executive Officer, the President shall perform all the duties of the Chief Executive Officer. When acting as the Chief Executive Officer, the President shall have all the powers of, and be subject to all the restrictions upon, the Chief Executive Officer. The President shall have such other powers and perform such other duties as from time to time may be prescribed for him by the Board of Directors, these Bylaws, the Chief Executive Officer or the Chairman of the Board of Directors.

(e)           In the absence or disability of the President, the Vice President(s), if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President(s) shall have such other powers and perform such other duties as form time to time may be prescribed for them respectively by the Board of Directors, these Bylaws, the Chairman of the Board of Directors, the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President.

(f)           The General Counsel, if any, shall serve as the Corporation’s primary in-house legal counsel and shall discharge such other duties as may from time to time be assigned by the Board of Directors, the Chief Executive Officer or the President.

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(g)          The Secretary shall keep or cause to be kept, at the principal executive office of the Corporation, or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the stockholders, the Board of Directors and any committee(s) of the Board of Directors, required to be given by law or by these Bylaws. The Secretary shall keep the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

(h)          The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings.

The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors or Chief Executive Officer. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the Board of Directors and Chief Executive Officer, or in the absence of a Chief Executive Officer, the President, whenever they request, an account of all of his transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws. In lieu of any contrary resolution duly adopted by the Board of Directors, the Chief Financial Officer shall also be the Treasurer of the Corporation.

(i)           The Assistant Secretary(ies), if any, in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

(j)           The Assistant Treasurer(s), if any, in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Chief Financial Officer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Chief Financial Officer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

5.3          Delegation Of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

5.4          Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors or to the Chief Executive Officer or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract with the resigning officer.

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5.5           Removal. Subject to the rights, if any, of an officer under contract of employment, any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING

OF SECURITIES OWNED BY THE CORPORATION

6.1           Execution Of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the Corporation any corporate instrument or document, or to sign on behalf of the Corporation the corporate name without limitation, or to enter into contracts on behalf of the Corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the Corporation.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the Corporation or in special accounts of the Corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

6.2           Voting Of Securities Owned By The Corporation. All stock and other securities of other corporations owned or held by the Corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

ARTICLE VII

SHARES OF STOCK

7.1           Form And Execution Of Certificates. Shares of stock of the Corporation shall be represented by certificates, or shall be uncertificated. Certificates for the shares of stock of the Corporation, if any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock represented by certificate shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

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7.2           Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The Corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or the owner’s legal representative, to agree to indemnify the Corporation in such manner as it shall require or to give the Corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

7.3           Transfers.

(a)           Transfers of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and, in the case of stock represented by certificate, upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b)           The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

7.4           Fixing Record Dates.

(a)           In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, subject to applicable law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)           In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

7.5           Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law.

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ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

8.1           Execution Of Other Securities. All bonds, debentures and other corporate securities of the Corporation, other than stock certificates (covered in Section 7.1), may be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal, if any, may be impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and, if applicable, attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the Corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the Corporation.

ARTICLE IX

DIVIDENDS

9.1           Declaration Of Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

9.2           Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

FISCAL YEAR

10.1         Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

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ARTICLE XI

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

11.1        Right To Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3, the Corporation shall not be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person unless the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors.

11.2        Pre-Payment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article XI or otherwise.

11.3        Claims. If a claim for indemnification (following the final disposition of the Proceeding with respect to which indemnification is sought, including any settlement of such Proceeding) or advancement of expenses under this Article XI is not paid in full within thirty days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by applicable law. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under this Article XI and applicable law.

11.4        Non-Exclusivity Of Rights. The rights conferred on any Covered Person by this Article XI shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, any other provision of the Certificate of Incorporation, these Bylaws, or any agreement, vote of stockholders or disinterested directors or otherwise.

11.5        Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under this Article XI, the DGCL or otherwise.

11.6        Amendment or Repeal. Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of this Article XI after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought.

11.7        Saving Clause. If this Article XI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee and agent to the fullest extent not prohibited by any applicable portion of this Article XI that shall not have been invalidated, or by any other applicable law. If this Article XI shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the Corporation shall indemnify each director, officer, employee and agent to the fullest extent under any other applicable law.

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ARTICLE XII

NOTICES

12.1        Notices.

(a)           Written notice to stockholders of stockholder meetings shall be given as provided in Section 3.4 herein. Without limiting the manner by which notice may otherwise be given effectively to stockholders under any agreement or contract with such stockholder, and except as otherwise required by law, written notice to stockholders for purposes other than stockholder meetings may be sent by United States mail or nationally recognized overnight courier, or by facsimile, telegraph or telex or by electronic mail or other electronic means.

(b)           Notice to directors of special meetings shall be given as provided in Section 4.7(d) herein.  Subject to the preceding sentence and except as expressly stated otherwise herein, notice may otherwise be given by the methods stated in subsection (a) above.

(c)           An affidavit of mailing, executed by a duly authorized and competent employee of the Corporation or its transfer agent appointed with respect to the class of stock affected, or other agent, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d)           It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice, but one permissible method may be employed in respect of any one or more recipients, and any other permissible method or methods may be employed in respect of any other or others.

(e)           Whenever notice is required to be given, under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event the action taken by the Corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(f)           Whenever notice is required to be given, under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, to any stockholder to whom (i) notice of two (2) consecutive annual meetings, or (ii) all, and at least two (2), payments (if sent by first-class mail) of dividends or interest on securities during a twelve (12) month period, have been mailed addressed to such person at such person’s address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any actions or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the Corporation a written notice setting forth such person’s then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate need not state that the Corporation did not give notice to persons not required to be given notice pursuant to Section 230(b) of the DGCL. The exception in clause (i) above to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.

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(g)           Except as otherwise prohibited under the DGCL, any notice given under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Such consent shall be deemed to have been given if such stockholder fails to object in writing to the Corporation within 60 days of having been given notice by the Corporation of its intention to send the single notice. Any consent shall be revocable by the stockholder by written notice to the Corporation.

(h)           Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission previously consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with such consent, and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation, the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Notice given pursuant to the above paragraph shall be deemed given (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice, (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice, (iii) if by a posting on an electronic network together with a separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice, and (iv) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the Secretary or Assistant Secretary, the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall in the absence of fraud, be prima facie evidence of the facts stated therein.

For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. This Section 12.1 shall not apply to Section 164 (failure to pay for stock; remedies), Section 296 (adjudication of claims; appeal), Section 311 (revocation of voluntary dissolution), Section 312 (renewal, revival, extension and restoration of certificate of incorporation) or Section 324 (attachment of shares of stock) of the DGCL.

ARTICLE XIII

AMENDMENTS

13.1        Amendments. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the directors then in office.

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ARTICLE XIV

RECORDS AND REPORTS

14.1        Maintenance And Inspection Of Records.

(a)           The Corporation shall, either at its principal executive office or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws, minute books, accounting books and other records. Any such records maintained by the Corporation may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to the provisions of the DGCL. When records are kept in such manner, a clearly legible paper form produced from or by means of the information storage device or method shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper form accurately portrays the record.

(b)           Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in Delaware or at its principal place of business.

14.2        Inspection By Directors. Any director shall have the right to examine the Corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The court may summarily order the Corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

ARTICLE XV

CONSTRUCTION

15.1        Construction. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction of these Bylaws. The singular number includes the plural, and the plural number includes the singular. All pronouns used in these Bylaws shall be deemed to refer to the masculine, feminine and/or neuter, as the identity of the person or persons so designated may require.

Adopted as of April 13, 2011

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AMENDMENT TO THE BYLAWS OF

GREEN BALLAST, INC.

WHEREAS, the Bylaws of Green Ballast, Inc. (the “Corporation”) were originally adopted on April 13, 2011, (the “Bylaws”);

NOW, THEREFORE, the following amendments are hereby made to the Bylaws of the Corporation effective October 21, 2011.

1.  Section 4.1 of the Bylaws is hereby deleted in its entirety and replaced with the following:

4.1           Number and Term of Office.  The Board of Directors shall initially consist of seven (7) members, but the number of members constituting the Board of Directors may be increased or decreased from time to time by resolution adopted by the Board.  Directors need not be stockholders of the Corporation nor residents of the State of Delaware.  Except as otherwise provided by law or by the Certificate of Incorporation, the term of each director hereafter elected shall be from the time of his or her election and qualification and until a successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

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EX-4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE 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.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

AMENDED AND RESTATED

CLASS A

COMMON STOCK PURCHASE WARRANT

GREEN BALLAST, INC.

Warrant Shares: 1,500,000 Issue Date: April 15, 2011   

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.

Section 1.          Definitions.  Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Asset Purchase Agreement (the “Purchase Agreement”), dated April 15, 2011, among the Company and the Holder.

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Section 2.           Exercise.

a)        Exercise of Warrant.  Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time and from time to time on or after the Issue Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company); and, within 3 Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received  payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless payment is being made by cashless exercise as provided in Section 2(c) below.  Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within 3 Trading Days of the date the final Notice of Exercise is delivered to the Company.  Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.  The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.  In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b)        Exercise Price.  The exercise price per share of the Common Stock under this Warrant shall be $0.30, subject to adjustment hereunder (the “Exercise Price”).

c)        Cashless Exercise.  During any time after February 1, 2012 that there is not an effective registration statement and current prospectus covering the resale of the Warrant Shares by the Holder, this Warrant may also be exercised by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the VWAP on the Trading Day immediately preceding the date of such election;

(B) = the Exercise Price of this Warrant, as adjusted; and

(X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

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“VWAP”, as used in this Warrants, means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if the Common Stock is not then quoted for trading on the OTC Bulletin Board, the OTC QX or the OTC QB and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company.

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

d)        Holder’s Restrictions.  After the Company shall become subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other person or entity acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other  Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.

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To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability to the Holder with respect thereto.  In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent periodic or annual report, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported.  The “Beneficial Ownership Limitation” shall be 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.  By written notice to the Company, subject to any contrary requirements of applicable law, the Holder may at any time and from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage specified in such notice (or specify that the Beneficial Ownership Limitation shall no longer be applicable), provided, however, that (A) any such increase (or inapplicability) shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (B) any such increase or decrease shall apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

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e)        Mechanics of Exercise.

i.      Delivery of Certificates Upon Exercise.  Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system and either (x) there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, or (y) such shares may be sold pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”).  This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company.  The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares or certificates evidencing the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such shares or certificates are delivered.

ii.      Delivery of New Warrants Upon Exercise.  If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii.      Rescission Rights.  If the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares (or otherwise transmit such shares via DWAC to the Holders DTC account) pursuant to this Section 2(e) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

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iv.    Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise.  In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares (or otherwise transmit such shares via DWAC to the Holders DTC account) pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.  For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.  Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver the Warrant Shares or certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v.     No Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

vi.    Charges, Taxes and Expenses.  Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

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vii.    Closing of Books.  The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

f) Forced Exercise.

i.              Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsections (f)(ii) and (f)(iii) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Trading Market on which the Common Stock is traded) is greater than $0.60 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen (15) Trading Days during any period of twenty (20) consecutive Trading Days (“Pricing Period”), the Company shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice.  The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period.  The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”.

ii.                 Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty (30) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”.  “Effective Registration” shall mean (i) the resale of all Underlying Shares (as defined in the Purchase Agreement) is covered by an effective registration statement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Underlying Shares may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Underlying Shares are listed or quoted on a Trading Market, such Underlying Shares are listed, or approved for listing prior to issuance, on such Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Document; (vi) the VWAP exceeds $0.50 (as such figure shall be appropriately and equitably adjusted for stock splits, stock combinations, stock dividends and similar events); and (vii) the Daily Dollar Trading Volume exceeds $30,000, where the “Daily Dollar Trading Volume” means the number of shares of Common Stock traded on the Trading Market on a particular Trading Day multiplied by the VWAP for such day.

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iii.                Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the previous six (6) months the Company forced the exercise of this Warrant or any other warrant issued to the Holder pursuant to the Purchase Agreement.  The Company may not force exercise more than one of the Warrants issued to the Holder pursuant to the Purchase Agreement on any particular day. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section to the extent such exercise would cause the Holder to violate the restriction contained in Section 2(d) above.

Section 3.           Certain Adjustments.

a)         Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.  Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

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b)         Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment.  Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued or any such reset or change in a conversion or exercise price is effected.  If the Company enters into a Variable Rate Transaction or MFN Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.  The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”).  For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.  Notwithstanding the foregoing, any Exempt Issuance shall not be deemed a Dilutive Issuance nor shall it have the effect of reducing the Exercise Price in any manner.

c)         Subsequent Rights Offerings.  If the Company, at any time while the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP at the record date mentioned below, then the Exercise Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP.  Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

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d)        Pro Rata Distributions.  If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to Holders of the Warrants) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section 3(b)), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith.  In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock.  Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

e)        Fundamental Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.

If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

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The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(e) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, or (3) a Fundamental Transaction involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the Company or any successor entity shall pay at the Holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the Fundamental Transaction, an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable  Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction.  In addition, if the Company fails to use its reasonable efforts to file a Form 10 or Form S-1 with the Commission to register the Common Stock or Warrant Shares under the Exchange Act or Securities Act by February 29, 2012 (or thereafter fails to reasonably diligently respond to all Commission comments or otherwise use its best efforts to cause the Common Stock to be registered under the Exchange Act or takes any action to voluntarily withdraw registration of the Common Stock under the Exchange Act), then at the Holder’s option the Company shall redeem this Warrant for cash at an amount equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model, determined as set forth in the preceding sentence.

f)         Calculations. All calculations under this Section 3 shall be made to the nearest 1/100th of a cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

g)        Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

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h)        Notice to Holder.

i.      Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. If the Company enters into a Variable Rate Transaction (as defined in the Purchase Agreement), despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.

ii.      Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice.  The Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice.

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Section 4.           Transfer of Warrant.

a)         Transferability.  Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part (with a minimum transfer amount of 100,000 Warrant Shares), upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.  Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.  A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b)        New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney.  Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c)        Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time.  The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d)        Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or eligible for resale under Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

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Section 5.          Miscellaneous.

a)        No Rights as Shareholder Until Exercise.  This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(e)(i).

b)        Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c)         Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d)        Authorized Shares.

The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant.  The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed.  The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

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Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.  Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e)         Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

f)         Restrictions.  The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

g)        Nonwaiver and Expenses.  No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date.  If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h)        Notices.  Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

i)         Limitation of Liability.  No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

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j)         Remedies.  Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant.  The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k)         Successors and Assigns.  Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder.  The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l)         Amendment.  This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m)        Severability.  Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n)        Headings.  The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

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IN WITNESS WHEREOF, the Company and the Holder have caused this Warrant to be executed by their officers thereunto duly authorized as of the date first above indicated.

COMPANY:
GREEN BALLAST, INC.
By:	/s/ J. Kevin Adams
Name:	J. Kevin Adams
Title:	CEO
HOLDER:
GEMINI MASTER FUND, LTD.
By: GEMINI STRATEGIES, LLC, as investment manager

By:	/s/ Steven Winters
Name:	Steven Winters
Title:	Managing Member

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NOTICE OF EXERCISE

TO:  GREEN BALLAST, INC.

RE: Class A Warrant originally issued on or about April 15, 2011 to Gemini Master Fund, Ltd. for 1,500,000 Warrant Shares.

(1)  The undersigned hereby elects to purchase _______________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)  Payment shall take the form of (check applicable box):

o in lawful money of the United States; or

o the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3)  Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

_______________________________

_______________________________

_______________________________

(4)  Accredited Investor.  The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Warrant Holder: ________________________________________________________________________

Signature of Authorized Signatory of Warrant Holder: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

Dated:  ______________, _______

Holder’s Signature:   ______________________

Holder’s Address:    _______________________

                                 _______________________

Signature Guaranteed:  ___________________________________________

NOTE:  The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company.  Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EX-4.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE 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.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

AMENDED AND RESTATED

CLASS B

COMMON STOCK PURCHASE WARRANT

GREEN BALLAST, INC.

Warrant Shares: 1,500,000 Issue Date: April 15, 2011

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.

Section 1.            Definitions.  Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Asset Purchase Agreement (the “Purchase Agreement”), dated April 15, 2011, among the Company and the Holder.

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Section 2.             Exercise.

a)           Exercise of Warrant.  Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time and from time to time on or after the Issue Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company); and, within 3 Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received  payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless payment is being made by cashless exercise as provided in Section 2(c) below.  Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within 3 Trading Days of the date the final Notice of Exercise is delivered to the Company.  Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.  The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.  In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b)           Exercise Price.  The exercise price per share of the Common Stock under this Warrant shall be $0.40, subject to adjustment hereunder (the “Exercise Price”).

c)           Cashless Exercise.  During any time after February 1, 2012 that there is not an effective registration statement and current prospectus covering the resale of the Warrant Shares by the Holder, this Warrant may also be exercised by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the VWAP on the Trading Day immediately preceding the date of such election;

(B) = the Exercise Price of this Warrant, as adjusted; and

(X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

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“VWAP”, as used in this Warrants, means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if the Common Stock is not then quoted for trading on the OTC Bulletin Board, the OTC QX or the OTC QB and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company.

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

d)           Holder’s Restrictions.  After the Company shall become subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other person or entity acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other  Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.

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To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability to the Holder with respect thereto.  In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent periodic or annual report, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported.  The “Beneficial Ownership Limitation” shall be 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.  By written notice to the Company, subject to any contrary requirements of applicable law, the Holder may at any time and from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage specified in such notice (or specify that the Beneficial Ownership Limitation shall no longer be applicable), provided, however, that (A) any such increase (or inapplicability) shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (B) any such increase or decrease shall apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

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e)           Mechanics of Exercise.

i.      Delivery of Certificates Upon Exercise.  Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system and either (x) there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, or (y) such shares may be sold pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”).  This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company.  The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares or certificates evidencing the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such shares or certificates are delivered.

ii.      Delivery of New Warrants Upon Exercise.  If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii.      Rescission Rights.  If the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares (or otherwise transmit such shares via DWAC to the Holders DTC account) pursuant to this Section 2(e) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

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iv.      Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise.  In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares (or otherwise transmit such shares via DWAC to the Holders DTC account) pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.  For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.  Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver the Warrant Shares or certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v.      No Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

vi.      Charges, Taxes and Expenses.  Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

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vii.      Closing of Books.  The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

f) Forced Exercise.

i.           Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsections (f)(ii) and (f)(iii) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Trading Market on which the Common Stock is traded) is greater than $0.80 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen (15) Trading Days during any period of twenty (20) consecutive Trading Days (“Pricing Period”), the Company shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice.  The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period.  The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”.

ii.           Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty (30) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”.  “Effective Registration” shall mean (i) the resale of all Underlying Shares (as defined in the Purchase Agreement) is covered by an effective registration statement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Underlying Shares may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Underlying Shares are listed or quoted on a Trading Market, such Underlying Shares are listed, or approved for listing prior to issuance, on such Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Document; (vi) the VWAP exceeds $0.50 (as such figure shall be appropriately and equitably adjusted for stock splits, stock combinations, stock dividends and similar events); and (vii) the Daily Dollar Trading Volume exceeds $30,000, where the “Daily Dollar Trading Volume” means the number of shares of Common Stock traded on the Trading Market on a particular Trading Day multiplied by the VWAP for such day.

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iii.           Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the previous six (6) months the Company forced the exercise of this Warrant or any other warrant issued to the Holder pursuant to the Purchase Agreement.  The Company may not force exercise more than one of the Warrants issued to the Holder pursuant to the Purchase Agreement on any particular day. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section to the extent such exercise would cause the Holder to violate the restriction contained in Section 2(d) above.

Section 3.             Certain Adjustments.

a)           Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.  Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

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b)           Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment.  Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued or any such reset or change in a conversion or exercise price is effected.  If the Company enters into a Variable Rate Transaction or MFN Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.  The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”).  For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.  Notwithstanding the foregoing, any Exempt Issuance shall not be deemed a Dilutive Issuance nor shall it have the effect of reducing the Exercise Price in any manner.

c)           Subsequent Rights Offerings.  If the Company, at any time while the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP at the record date mentioned below, then the Exercise Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP.  Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

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d)           Pro Rata Distributions.  If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to Holders of the Warrants) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section 3(b)), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith.  In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock.  Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

e)           Fundamental Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.

If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

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The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(e) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, or (3) a Fundamental Transaction involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the Company or any successor entity shall pay at the Holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the Fundamental Transaction, an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable  Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction.  In addition, if the Company fails to use its reasonable efforts to file a Form 10 or Form S-1 with the Commission to register the Common Stock or Warrant Shares under the Exchange Act or Securities Act by February 29, 2012 (or thereafter fails to reasonably diligently respond to all Commission comments or otherwise use its best efforts to cause the Common Stock to be registered under the Exchange Act or takes any action to voluntarily withdraw registration of the Common Stock under the Exchange Act), then at the Holder’s option the Company shall redeem this Warrant for cash at an amount equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model, determined as set forth in the preceding sentence.

f)           Calculations. All calculations under this Section 3 shall be made to the nearest 1/100th of a cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

g)           Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

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h)           Notice to Holder.

i.      Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. If the Company enters into a Variable Rate Transaction (as defined in the Purchase Agreement), despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.

ii.      Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice.  The Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice.

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Section 4.             Transfer of Warrant.

a)           Transferability.  Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part (with a minimum transfer amount of 100,000 Warrant Shares), upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.  Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.  A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b)           New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney.  Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c)           Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time.  The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d)           Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or eligible for resale under Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

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Section 5.             Miscellaneous.

a)           No Rights as Shareholder Until Exercise.  This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(e)(i).

b)           Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c)           Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d)           Authorized Shares.

The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant.  The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed.  The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

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Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.  Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e)           Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

f)           Restrictions.  The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

g)           Nonwaiver and Expenses.  No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date.  If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h)           Notices.  Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

i)            Limitation of Liability.  No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

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j)           Remedies.  Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant.  The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k)           Successors and Assigns.  Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder.  The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l)           Amendment.  This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m)          Severability.  Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n)           Headings.  The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

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IN WITNESS WHEREOF, the Company and the Holder have caused this Warrant to be executed by their officers thereunto duly authorized as of the date first above indicated.

COMPANY:
GREEN BALLAST, INC.
By:	/s/ J. Kevin Adams
Name:	J. Kevin Adams
Title:	CEO
HOLDER:
GEMINI MASTER FUND, LTD.
By: GEMINI STRATEGIES, LLC, as investment manager

By:	/s/ Steven Winters
Name:	Steven Winters
Title:	Managing Member

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NOTICE OF EXERCISE

TO:        GREEN BALLAST, INC.

RE: Class B Warrant originally issued on or about April 15, 2011 to Gemini Master Fund, Ltd. for 1,500,000 Warrant Shares.

(1) The undersigned hereby elects to purchase _______________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

o in lawful money of the United States; or

o the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

(4)  Accredited Investor.  The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Warrant Holder: ________________________________________________________________________

Signature of Authorized Signatory of Warrant Holder: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

Dated:  ______________, _______

Holder’s Signature:	_____________________________
Holder’s Address:	_____________________________
	_____________________________

Signature Guaranteed:  ___________________________________________

NOTE:  The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company.  Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EX-4.3

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE 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.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

AMENDED AND RESTATED

CLASS C

COMMON STOCK PURCHASE WARRANT

GREEN BALLAST, INC.

Warrant Shares: 2,000,000 Issue Date: April 15, 2011

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.

Section 1.            Definitions.  Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Asset Purchase Agreement (the “Purchase Agreement”), dated April 15, 2011, among the Company and the Holder.

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Section 2.            Exercise.

a)           Exercise of Warrant.  Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time and from time to time on or after the Issue Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company); and, within 3 Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received  payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless payment is being made by cashless exercise as provided in Section 2(c) below.  Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within 3 Trading Days of the date the final Notice of Exercise is delivered to the Company.  Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.  The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.  In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b)           Exercise Price.  The exercise price per share of the Common Stock under this Warrant shall be $0.60, subject to adjustment hereunder (the “Exercise Price”).

c)           Cashless Exercise.  During any time after February 1, 2012 that there is not an effective registration statement and current prospectus covering the resale of the Warrant Shares by the Holder, this Warrant may also be exercised by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the VWAP on the Trading Day immediately preceding the date of such election;

(B) = the Exercise Price of this Warrant, as adjusted; and

(X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

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“VWAP”, as used in this Warrants, means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if the Common Stock is not then quoted for trading on the OTC Bulletin Board, the OTC QX or the OTC QB and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company.

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

d)          Holder’s Restrictions.  After the Company shall become subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other person or entity acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other  Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.

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To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability to the Holder with respect thereto.  In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent periodic or annual report, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported.  The “Beneficial Ownership Limitation” shall be 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.  By written notice to the Company, subject to any contrary requirements of applicable law, the Holder may at any time and from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage specified in such notice (or specify that the Beneficial Ownership Limitation shall no longer be applicable), provided, however, that (A) any such increase (or inapplicability) shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (B) any such increase or decrease shall apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

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e)           Mechanics of Exercise.

i.      Delivery of Certificates Upon Exercise.  Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system and either (x) there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, or (y) such shares may be sold pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”).  This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company.  The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares or certificates evidencing the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such shares or certificates are delivered.

ii.     Delivery of New Warrants Upon Exercise.  If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii.    Rescission Rights.  If the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares (or otherwise transmit such shares via DWAC to the Holders DTC account) pursuant to this Section 2(e) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

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iv.   Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise.  In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares (or otherwise transmit such shares via DWAC to the Holders DTC account) pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.  For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.  Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver the Warrant Shares or certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v.     No Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

vi.    Charges, Taxes and Expenses.  Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

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vii.   Closing of Books.  The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

f) Forced Exercise.

i.           Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsections (f)(ii) and (f)(iii) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Trading Market on which the Common Stock is traded) is greater than $1.20 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen (15) Trading Days during any period of twenty (20) consecutive Trading Days (“Pricing Period”), the Company shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice.  The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period.  The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”.

ii.          Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty (30) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”.  “Effective Registration” shall mean (i) the resale of all Underlying Shares (as defined in the Purchase Agreement) is covered by an effective registration statement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Underlying Shares may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Underlying Shares are listed or quoted on a Trading Market, such Underlying Shares are listed, or approved for listing prior to issuance, on such Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Document; (vi) the VWAP exceeds $0.50 (as such figure shall be appropriately and equitably adjusted for stock splits, stock combinations, stock dividends and similar events); and (vii) the Daily Dollar Trading Volume exceeds $30,000, where the “Daily Dollar Trading Volume” means the number of shares of Common Stock traded on the Trading Market on a particular Trading Day multiplied by the VWAP for such day.

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iii.         Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the previous six (6) months the Company forced the exercise of this Warrant or any other warrant issued to the Holder pursuant to the Purchase Agreement.  The Company may not force exercise more than one of the Warrants issued to the Holder pursuant to the Purchase Agreement on any particular day. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section to the extent such exercise would cause the Holder to violate the restriction contained in Section 2(d) above.

Section 3.            Certain Adjustments.

a)           Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.  Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

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b)           Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment.  Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued or any such reset or change in a conversion or exercise price is effected.  If the Company enters into a Variable Rate Transaction or MFN Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.  The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”).  For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.  Notwithstanding the foregoing, any Exempt Issuance shall not be deemed a Dilutive Issuance nor shall it have the effect of reducing the Exercise Price in any manner.

c)           Subsequent Rights Offerings.  If the Company, at any time while the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP at the record date mentioned below, then the Exercise Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP.  Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

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d)           Pro Rata Distributions.  If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to Holders of the Warrants) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section 3(b)), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith.  In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock.  Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

e)           Fundamental Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.

If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

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The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(e) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, or (3) a Fundamental Transaction involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the Company or any successor entity shall pay at the Holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the Fundamental Transaction, an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable  Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction.  In addition, if the Company fails to use its reasonable efforts to file a Form 10 or Form S-1 with the Commission to register the Common Stock or Warrant Shares under the Exchange Act or Securities Act by February 29, 2012 (or thereafter fails to reasonably diligently respond to all Commission comments or otherwise use its best efforts to cause the Common Stock to be registered under the Exchange Act or takes any action to voluntarily withdraw registration of the Common Stock under the Exchange Act), then at the Holder’s option the Company shall redeem this Warrant for cash at an amount equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model, determined as set forth in the preceding sentence.

f)           Calculations. All calculations under this Section 3 shall be made to the nearest 1/100th of a cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

g)           Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

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h)           Notice to Holder.

i.      Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. If the Company enters into a Variable Rate Transaction (as defined in the Purchase Agreement), despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.

ii.     Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice.  The Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice.

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Section 4.            Transfer of Warrant.

a)           Transferability.  Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part (with a minimum transfer amount of 100,000 Warrant Shares), upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.  Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.  A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b)           New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney.  Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c)           Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time.  The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d)           Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or eligible for resale under Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

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Section 5.            Miscellaneous.

a)           No Rights as Shareholder Until Exercise.  This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(e)(i).

b)           Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c)           Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d)           Authorized Shares.

The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant.  The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed.  The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

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Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.  Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e)            Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

f)            Restrictions.  The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

g)           Nonwaiver and Expenses.  No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date.  If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h)           Notices.  Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

i)            Limitation of Liability.  No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

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j)           Remedies.  Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant.  The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k)           Successors and Assigns.  Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder.  The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l)           Amendment.  This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m)         Severability.  Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n)          Headings.  The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

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IN WITNESS WHEREOF, the Company and the Holder have caused this Warrant to be executed by their officers thereunto duly authorized as of the date first above indicated.

COMPANY:
GREEN BALLAST, INC.
By:	/s/ J. Kevin Adams
Name:	J. Kevin Adams
Title:	CEO
HOLDER:
GEMINI MASTER FUND, LTD.
By: GEMINI STRATEGIES, LLC, as investment manager
	By:	/s/ Steven Winters
	Name:	Steven Winters
	Title:	Managing Member

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NOTICE OF EXERCISE

TO:  GREEN BALLAST, INC.

RE: Class C Warrant originally issued on or about April 15, 2011 to Gemini Master Fund, Ltd. for 2,000,000 Warrant Shares.

(1)      The undersigned hereby elects to purchase _______________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)      Payment shall take the form of (check applicable box):

o in lawful money of the United States; or

o the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3)      Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

_______________________________

_______________________________

_______________________________

(4)  Accredited Investor.  The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Warrant Holder: ________________________________________________________________________

Signature of Authorized Signatory of Warrant Holder: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

Dated:  ______________, _______

Holder’s Signature:      _____________________________

Holder’s Address:        _____________________________

                                     _____________________________

Signature Guaranteed:  ___________________________________________

NOTE:  The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company.  Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EX-4.4

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE 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.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date:  April 15, 2011 $1,800,000.00

Original Conversion Price (subject to adjustment herein): $0.225

GREEN BALLAST, INC.

8% SENIOR SECURED CONVERTIBLE NOTE

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”)

FOR VALUE RECEIVED, the Company promises to pay to the order of GEMINI MASTER FUND, LTD. or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $1,800,000.00 on the date which is two (2) years following the Original Issue Date of this Note (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof.

The Company’s obligations under this Note and the other Transaction Documents are secured by the Collateral (as defined in the Security Agreement, including without limitation all Intellectual Property Rights) pursuant to the terms of the Security Documents.

This Note is subject to the following additional provisions:

Section 1.            Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:

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“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Alternate Consideration” shall have the meaning set forth in Section 5(e).

“Bankruptcy Event” means any of the following events: (a) the Company or any Subsidiary thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Subsidiary thereof; (b) there is commenced against the Company or any Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement; (c) the Company or any Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (d) the Company or any Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment; (e) the Company or any Subsidiary thereof makes a general assignment for the benefit of creditors; (f) the Company or any Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or (g) the Company or any Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Base Conversion Price” shall have the meaning set forth in Section 5(b).

“Business Day” means any day except any Saturday, any Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Buy-In” shall have the meaning set forth in Section 4(d)(v).

“Change of Control Transaction” means the occurrence after the date hereof of any of (i) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than GBL), or (ii) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, or (iii) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, or (iv) a replacement at one time or within a three year period of more than one-half of the members of the Company’s board of directors which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof), or (v) the execution by the Company of an agreement to which the Company  is a party or by which it is bound, providing for any of the events set forth in clauses (i) through (iv) above.

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“Commission” means the Securities and Exchange Commission.

“Conversion Date” shall have the meaning set forth in Section 4(a).

“Conversion Price” shall have the meaning set forth in Section 4(b).

“Conversion Shares” means, collectively, the shares of Common Stock issued or issuable upon conversion or redemption of this Note in accordance with the terms hereof, including without limitation shares of Common Stock issued or issuable as interest hereunder or as damages under the Transaction Documents.

“Dilutive Issuance” shall have the meaning set forth in Section 5(b).

“Dilutive Issuance Notice” shall have the meaning set forth in Section 5(b).

“Event of Default” shall have the meaning set forth in Section 7.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fundamental Transaction” shall have the meaning set forth in Section 5(e).

“Late Fees” shall have the meaning set forth in Section 2(d).

“Mandatory Default Amount”  means the sum of (i) the greater of (A) 115% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest hereon, or (B) the outstanding principal amount of this Note, plus all accrued and unpaid interest hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either (a) demanded (if demand or notice is required to create an Event of Default) or otherwise due or (b) paid in full, whichever has a lower price, multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of this Note.

“New York Courts” shall have the meaning set forth in Section 8(d).

“Note Register” shall have the meaning set forth in Section 2(c).

“Notice of Conversion” shall have the meaning set forth in Section 4(a).

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“Original Issue Date” means the date of the issuance of this Note, regardless of any transfers of any Note and regardless of the number of instruments which may be issued to evidence this Note.

“Permitted Indebtedness” means (a) the indebtedness evidenced by this Note and the GBL Note, (b) lease obligations and purchase money indebtedness incurred in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets, (c) purchase order non-convertible (nor otherwise equity-linked) debt financing in which a third party lender advances funds solely for financing the manufacture, production and/or purchase of inventory pursuant to purchase orders previously received by the Company, repayment of which is (i) secured solely by such inventory manufactured, produced or purchased and accounts receivables from the sales thereof, and (ii) due promptly following such sales, and (d) indebtedness that (i) is expressly subordinate to the Note pursuant to a written subordination agreement with the Holder that is acceptable to the Holder in its sole and absolute discretion and (ii) matures at a date later than the Maturity Date.

“Permitted Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established in accordance with generally accepted account principles; (b) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien; (c) Liens incurred in connection with Permitted Indebtedness under clauses (a), (b) and (c) thereunder, provided that such Liens are not secured by assets of the Company or its Subsidiaries other than the assets so acquired or leased.

“Share Delivery Date” shall have the meaning set forth in Section 4(d).

“Subsidiary” means any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if the Common Stock is not then quoted for trading on the OTC Bulletin Board, the OTC QX or the OTC QB and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company.

4

Section 2.            Interest; No Prepayment.

a)            Interest Rate.  Interest shall accrue daily on the outstanding principal amount of this Note at a rate per annum equal to 8%.

b)            Payment of Interest.  On the first day of each calendar month commencing June 1, 2011 and on the Maturity Date, the Company shall pay to the Holder any accrued but unpaid interest hereunder on the aggregate unconverted and then outstanding principal amount of this Note, and on each Conversion Date the Company shall pay to the Holder any accrued but unpaid interest hereunder on that portion of the principal amount then being converted or redeemed, as the case may be.

c)            Interest Calculations. Interest shall be calculated on the basis of a 365-day year and actual days elapsed, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made.  Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).

d)            Late Fees.  All overdue accrued and unpaid interest to be paid hereunder, when not paid within 10 calendar days of the due date therefor, shall entail a late fee at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law (“Late Fees”) which shall accrue daily from the date such interest is due hereunder through and including the date of actual payment in full.

e)            No Prepayment.  Except as otherwise set forth in this Note, the Company may not prepay or redeem any portion of the principal amount of this Note without the prior written consent of the Holder.

Section 3.            Registration of Transfers and Exchanges.

a)            Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations (but in any event not less than denominations of $250,000 each), as requested by the Holder surrendering the same.  No service charge will be payable for such exchange.

b)            Reliance on Note Register.  Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

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Section 4.            Conversion.

a)            Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(c) hereof).  The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”).  If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder.  To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of reducing the outstanding principal amount of this Note in an amount equal to the principal amount so converted.  The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s).  In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note will be less than the amount stated on the face hereof.

b)            Conversion Price.  The conversion price shall be equal to $0.225, subject to adjustment herein (the “Conversion Price”).

c)            Conversion Limitation – Holder’s Restriction on Conversion. At all times following the date on which the Company’s Common Stock is registered under the Securities Exchange Act of 1934, as amended, the Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any other person or entity acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any Warrants) beneficially owned by the Holder or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 4(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.  To the extent that the limitation contained in this paragraph applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation.

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To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no liability and no obligation to verify or confirm the accuracy of such determination.  In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no liability or obligation to verify or confirm the accuracy of such determination.  For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (A) the Company’s most recent periodic or annual report, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding.

Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder.

By written notice to the Company, the Holder may at any time and from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage specified in such notice (or specify that the Beneficial Ownership Limitation shall no longer be applicable), provided, however, that any such increase (or inapplicability) shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.  The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.  The limitations contained in this paragraph shall apply to a successor holder of this Note.  The Company shall have no liability and no obligation to the Holder if it exceeds the Beneficial Ownership Limitation as a result of converting any portion of this Note or otherwise.

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d)            Mechanics of Conversion.

i.   Conversion Shares Issuable Upon Conversion of Principal Amount.  The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the Conversion Amount, by (y) the Conversion Price, where the “Conversion Amount” shall mean the outstanding principal amount of this Note elected to be converted.  Within five (5) Trading Days following the Conversion Date, the Company shall pay to the Holder in cash by wire transfer or Company check any and all interest accrued but unpaid through the Conversion Date on such Conversion Amount.  If the Company fails to pay such interest amount on or prior to such fifth Trading Day, then the Holder may elect, at its sole option, to include such interest amount in the Conversion Amount by delivering an election notice to the Company, in which case the Company shall issue the additional Conversion Shares applicable thereto within three (3) Trading Days following such election.

ii.  Delivery of Certificate Upon Conversion. Not later than three Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the Conversion Shares which, on or after the date which is six months following the issuance date hereof (provided the Holder in not an affiliate of the Company), shall be free of restrictive legends and trading restrictions representing the number of Conversion Shares being acquired upon the conversion of this Note.  On or after the date on which the Holder may sell the Conversion Shares pursuant to Rule 144, provided that the Holder is not an affiliate of the Company at such time, the Company shall use its commercially reasonable efforts to deliver any certificate(s) or shares required to be delivered by the Company under this Section 4 electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

iii. Failure to Deliver Certificates.  If in the case of any Notice of Conversion such certificate(s) or shares are not delivered to or as directed by the applicable Holder by the third Trading Day after the Conversion Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates representing the principal amount of this Note unsuccessfully tendered for conversion to the Company.

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iv.  Obligation Absolute; Partial Liquidated Damages.  The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder.  In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment, provided that such surety bond shall not be required if the Company is enjoined from issuing the applicable Conversion Shares by the order of a court of competent jurisdiction pursuant to a claim by an unaffiliated third party.  In the absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion.  If the Company fails for any reason to deliver to the Holder such certificate(s) or shares pursuant to Section 4(d)(ii) by the second Trading Day after the Share Delivery Date (or the fifth Trading Day after the Company actually receives the Notice of Conversion with respect to such Conversion Date, if later), the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such second Trading Day after the Share Delivery Date until such certificates are delivered, provided that such liquidated damages amount shall be reduced (but not less than zero) to the extent that the Holder financially benefits from such delay in the issuance of Conversion Shares.  Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 7 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.  The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

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v.  Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such certificate(s) or shares by the Share Delivery Date pursuant to Section 4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii).  For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000.  The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.  Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.

vi. Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments of Section 5) upon the conversion of the outstanding principal amount of this Note and payment of interest hereunder.  The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

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vii.   Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note.  As to any fraction of a share which Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

viii.  Transfer Taxes.  The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Section 5.              Certain Adjustments.

a)            Stock Dividends and Stock Splits.  If the Company, at any time while this Note is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Notes); (B) subdivides outstanding shares of Common Stock into a larger number of shares; (C) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (D) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.  Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

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b)            Subsequent Equity Sales.  If, at any time while this Note is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced to equal the Base Conversion Price.  Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued or any such reset or change in a conversion or exercise price is effected.  If the Company enters into a Variable Rate Transaction or MFN Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.  The Company shall notify the Holder in writing, no later than 2 Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”).  For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.  Notwithstanding the foregoing, any Exempt Issuance shall not be deemed a Dilutive Issuance nor shall it have the effect of reducing the Conversion Price in any manner.

c)            Subsequent Rights Offerings.  If the Company, at any time while the Note is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower than the VWAP on the record date referenced below, then the Conversion Price shall be multiplied by a fraction of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued (assuming delivery to the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP.  Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

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d)           Pro Rata Distributions. If the Company, at any time while this Note is outstanding, distributes to all holders of Common Stock (and not to the Holders) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security (other than the Common Stock, which shall be subject to Section 5(b)), then in each such case the Conversion Price shall be adjusted by multiplying such Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to 1 outstanding share of the Common Stock as determined by the Board of Directors of the Company in good faith.  In either case the adjustments shall be described in a statement delivered to the Holder describing the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to 1 share of Common Stock.  Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

e)            Fundamental Transaction. If, at any time while this Note is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of 1 share of Common Stock (the “Alternate Consideration”).  For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of 1 share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s right to convert such Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 5(e) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

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f)            Calculations.  All calculations under this Section 5 shall be made to the nearest 1/100th of a cent or the nearest 1/100th of a share, as the case may be.  For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

g)            Notice to the Holder.

i.      Adjustment to Conversion Price.  Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii.      Notice to Allow Conversion by Holder.  If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice.  The Holder is entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

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Section 6.            Negative Covenants. As long as any portion of this Note remains outstanding, the Company shall not, and shall not permit any of its Subsidiaries, to directly or indirectly:

a)          other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

b)          other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

c)           repay, repurchase or offer to repay, repurchase or otherwise acquire any indebtedness for borrowed money, other than regularly scheduled principal and interest payments as such terms are in effect as of the Closing Date;

d)           repay, repurchase or offer to repay, repurchase or otherwise acquire any indebtedness to any current or former employees, officers or directors of the Company (other than for reimbursement of Company business expenses advanced by such Person);

e)           enter into any transaction with any affiliate of the Company which would be required to be disclosed in any public filing with the Commission if the Company’s shares of Common Stock were registered with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for board approval); or

f)           enter into any agreement with respect to any of the foregoing.

Section 7.            Events of Default.

a)           “Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

i.      any default in the payment of (A) the principal amount of this Note or the GBL Note or (B) interest, liquidated damages and other amounts owing to the holder under this Note or the GBL Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within 3 Trading Days;

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ii.      the Company shall fail to observe or perform any other covenant or agreement contained in the Notes (other than a breach by the Company of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (xii) below) which failure is not cured, if possible to cure, within 30 days after notice of such failure is delivered by the Holder or by any other holder of Notes or after the Company has become or should have become aware of such failure, whichever is earlier;

iii.      a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur under (A) any of the Transaction Documents or (B) any other material agreement, lease, document or instrument to which the Company or any Subsidiary is obligated (and not covered by clause (vi) below);

iv.      the Company or any Subsidiary shall be subject to a Bankruptcy Event;

v.      the Company or any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $50,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

vi.      if at any time after October 1, 2011 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 October 1, 2011;

vii.      the Company shall be a party to any Change of Control Transaction or Fundamental Transaction or shall agree to sell or dispose of all or in excess of 33% of its assets in one transaction or a series of related transactions (whether or not such sale would constitute a Change of Control Transaction);

viii.     if at any time after October 1, 2011 the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or has failed to file all reports required to be filed thereunder during the then preceding 12 months (or such shorter period that the Company was required to file such reports);

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ix.      if the Company shall have failed to file a Form S-1 with the Commission to register for resale the Holder’s Common Stock (including the Conversion Shares issuable upon conversion hereof) under the Securities Act by September 1, 2011 (or thereafter fails to reasonably diligently respond to all Commission comments or otherwise use its best efforts to cause the Common Stock to be and remain registered under the Exchange Act);

x.      if any of the Security Documents ceases to be in full force and effect (including failure to create a valid and perfected first priority lien on and security interest in all the Collateral (as defined in the Security Agreement) and Intellectual Property Rights of the Company and its Subsidiaries) at any time for any reason;

xi.      any material adverse change in the condition, value or operation of a material portion of the Collateral or Intellectual Property Rights;

xii.      the Company shall fail for any reason to deliver certificates to a Holder prior to the fifth Trading Day after a Conversion Date pursuant to Section 4(d) (or the fifth Trading Day after the Company actually receives the Notice of Conversion with respect to such Conversion Date, if later) or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor requests for conversions of any Notes in accordance with the terms hereof;

xiii.     any monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their respective property or other assets for more than $50,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days; or

xiv.     any Event of Default under the GBL Note.

b)           Remedies Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount.  After the occurrence and during the continuance of any Event of Default, the interest rate on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law.  Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company.  In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law.  Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 7(b).  No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

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Section 8.            Miscellaneous.

a)           Notices.  Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number or address as the Company may specify for such purpose by notice to the Holder delivered in accordance with this Section 9.  Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of the Holder appearing on the books of the Company, or if no such facsimile number or address appears, at the principal place of business of the Holder.  Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number  or email address specified to such party prior to 8:30 p.m. (New York City time), (ii) the date immediately following the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number  or email address specified to such party between 8:30 p.m. (New York City time) and 11:59 p.m. (New York City time) on any date, (iii) the second Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.  The address for such notices and communications shall be as set forth on the signature pages attached to the Purchase Agreement.

b)          Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed.  This Note is a direct debt obligation of the Company.  This Note ranks pari passu with the GBL Note.

c)          Lost or Mutilated Note.  If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company, as well as an affidavit and indemnification agreement in form and substance reasonably acceptable to the Company.

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d)          Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof.  Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”).  Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses reasonably incurred in the investigation, preparation and prosecution of such action or proceeding.

e)           Waiver.  Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note.  The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note.  Any waiver by the Company or the Holder must be in writing.

f)           Successors and Assigns.  Subject to any restrictions on transfer set forth herein and/or in the Transaction Documents, this Note may be assigned by the Holder with the prior written consent of the Company, such consent not to be unreasonably withheld or delayed.  The Note may not be assigned by the Company, except to a successor in the event of a Fundamental Transaction.  The Note shall be binding on and inure to the benefit of the parties thereto and their respective successors and assigns.

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g)          Severability.  If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.  If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

h)          Next Business Day.  Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

i)           Headings.  The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

j)           Assumption.  Any successor to the Company or any surviving entity in a Fundamental Transaction shall (i) assume, prior to such Fundamental Transaction, all of the obligations of the Company under this Note and the other Transaction Documents pursuant to written agreements in form and substance satisfactory to the Holder (such approval not to be unreasonably withheld or delayed) and (ii) issue to the Holder a new Note of such successor entity evidenced by a written instrument substantially similar in form and substance to this Note, including, without limitation, having a principal amount and interest rate equal to the principal amount and the interest rate of this Note and having similar ranking to this Note, which shall be satisfactory to the Holder (any such approval not to be unreasonably withheld or delayed).  The provisions of this Section 8(i) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations of this Note.

k)           Usury.  This Note shall be subject to the anti-usury limitations contained in the Purchase Agreement.

*********************

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

GREEN BALLAST, INC.
By:	/s/ Kevin Adams
	Name:  Kevin Adams
	Title:    Chief Executive Officer

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ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the 8% Senior Secured Convertible Note due April ___, 2013 of Green Ballast, Inc., a Delaware corporation (the Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below.  If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith.  No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.

The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock pursuant to any prospectus.

Conversion calculations:

Date to Effect Conversion:

Principal Amount of Note to be Converted:

Interest Accrued on Account

of Conversion at Issue:

Number of shares of Common Stock to be issued:

Signature:

Name:

Address for Delivery of Common Stock Certificates:

Or

DWAC Instructions:

Broker No:

Account No:

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EX-4.5

AMENDMENT NO. 1 TO

GREEN BALLAST, INC.

8% SENIOR SECURED CONVERTIBLE NOTE
 

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”).

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:

iv.           if at any time after December 1, 2011, 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 December 1, 2011; 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 December 1, 2011, thereby causing to delay or prevent the Common Stock from becoming eligible for listing or quotation for trading on a Trading Market;

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

viii.           if at any time after December 1, 2011, the Company (a) is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or (b) has failed to file all reports required to be filed thereunder during the then preceding 12 months (or such shorter period that the Company was required to file such reports); 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 December 1, 2011, thereby causing to delay or prevent the Company from becoming subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

Green Ballast/Gemini - Amendment to Gemini Note

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

ix.           if the Company shall have failed to file a Form S-1 with the Commission to register for resale the Holder’s Common Stock (including the Conversion Shares issuable upon conversion hereof) under the Securities Act by November 1, 2011 (or thereafter fails to reasonably diligently respond to all Commission comments or otherwise use its best efforts to cause the Common Stock to be and remain registered under the Exchange Act);

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

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

6.           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.]

Green Ballast/Gemini - Amendment to Gemini Note

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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

Green Ballast/Gemini - Amendment to Gemini Note

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EX-4.6

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.

Original Issue Date:  April 15, 2011 $1,800,000.00

GREEN BALLAST, INC.

8% SENIOR SECURED NOTE

This 8% 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 Gemini Note, the “Notes”), is duly authorized and validly issued pursuant to that certain Subscription 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 (this “Purchase Agreement”)

FOR VALUE RECEIVED, the Company promises to pay to GREEN BALLAST LLC, a Tennessee limited liability company, or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $1,800,000.00 on the date which is two (2) years following the Original Issue Date of this Note (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof.

The Company’s obligations under this Note are secured by the Collateral (as defined in the Security Agreements.

This Note is subject to the following additional provisions:

Section 1.       Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:

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“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Bankruptcy Event” means any of the following events: (a) the Company or any Subsidiary thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Subsidiary thereof; (b) there is commenced against the Company or any Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement; (c) the Company or any Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (d) the Company or any Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment; (e) the Company or any Subsidiary thereof makes a general assignment for the benefit of creditors; (f) the Company or any Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or (g) the Company or any Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Business Day” means any day except any Saturday, any Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Change of Control Transaction” means the occurrence after the date hereof of any of (i) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than Holder), or (ii) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, or (iii) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, or (iv) a replacement at one time or within a three year period of more than one-half of the members of the Company’s board of directors which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof), or (v) the execution by the Company of an agreement to which the Company  is a party or by which it is bound, providing for any of the events set forth in clauses (i) through (iv) above.

“Commission” means the Securities and Exchange Commission.

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“Event of Default” shall have the meaning set forth in Section 6.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fundamental Transaction” means any Change of Control Transaction.

“Late Fees” shall have the meaning set forth in Section 2(d).

“Mandatory Default Amount”  means the sum of (i) 115% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest hereon, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of this Note.

“New York Courts” shall have the meaning set forth in Section 9(d).

“Note Register” shall have the meaning set forth in Section 2(c).

“Original Issue Date” means the date of the issuance of this Note, regardless of any transfers of any Note and regardless of the number of instruments which may be issued to evidence this Note.

“Permitted Indebtedness” means (a) the indebtedness evidenced by this Note and the Gemini Note, (b) lease obligations and purchase money indebtedness incurred in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets, (c) purchase order non-convertible (nor otherwise equity-linked) debt financing in which a third party lender advances funds solely for financing the manufacture, production and/or purchase of inventory pursuant to purchase orders previously received by the Company, repayment of which is (i) secured solely by such inventory manufactured, produced or purchased and accounts receivables from the sales thereof, and (ii) due promptly following such sales, and (d) indebtedness that (i) is expressly subordinate to the Note pursuant to a written subordination agreement with the Holder that is acceptable to the Holder in its sole and absolute discretion and (ii) matures at a date later than the Maturity Date.

“Permitted Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established in accordance with generally accepted account principles; (b) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien; (c) Liens incurred in connection with Permitted Indebtedness under clauses (a), (b) and (c) thereunder, provided that such Liens are not secured by assets of the Company or its Subsidiaries other than the assets so acquired or leased.

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“Subsidiary” means any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

Section 2.     Interest; No Prepayment.

a)           Interest Rate.  Interest shall accrue daily on the outstanding principal amount of this Note at a rate per annum equal to 8%.

b)          Payment of Interest.  On the first day of each calendar month commencing June 1, 2011 and on the Maturity Date, the Company shall pay to the Holder any accrued but unpaid interest hereunder on the aggregate then outstanding principal amount of this Note.

c)           Interest Calculations. Interest shall be calculated on the basis of a 360-day year and actual days elapsed, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made.  Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).

d)           Late Fees.  All overdue accrued and unpaid interest to be paid hereunder, when not paid within 10 calendar days of the due date therefor, shall entail a late fee at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law (“Late Fees”) which shall accrue daily from the date such interest is due hereunder through and including the date of actual payment in full.

e)           No Prepayment.  Except as otherwise set forth in this Note, the Company may not prepay or redeem any portion of the principal amount of this Note without the prior written consent of the Holder and Gemini.

Section 3.      Registration of Transfers and Exchanges.

a)           Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations (but in any event not less than denominations of $250,000 each), as requested by the Holder surrendering the same.  No service charge will be payable for such exchange.

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b)           Reliance on Note Register.  Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 4.      Principal Reduction.  For each $1 that the outstanding principal amount under the Gemini Note is reduced, whether by conversion, repayment or otherwise thereunder, $1 of principal amount outstanding under this Note shall be automatically converted into one (1) share of Series A Preferred Stock.For clarification, it is understood that the outstanding principal amount hereunder shall never be greater than the principal amount outstanding under the Gemini Note.  Gemini shall be a third party beneficiary of this Note and may enforce the terms of this Note, it being understood that Gemini is materially relying on the terms of this Note and the Purchase Agreement, including without limitation this Section 4, in entering into the Asset Purchase Agreement.  Except in accordance with Section 6(b) following a default, the principal amount of this Note shall not be increased.

Section 5.       Negative Covenants. As long as any portion of this Note remains outstanding, the Company shall not, and shall not permit any of its Subsidiaries, to directly or indirectly:

a)           other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

b)           other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

c)           repay, repurchase or offer to repay, repurchase or otherwise acquire any indebtedness for borrowed money, other than regularly scheduled principal and interest payments as such terms are in effect as of the Closing Date and under the Gemini Note;

d)           repay, repurchase or offer to repay, repurchase or otherwise acquire any indebtedness to any current or former employees, officers or directors of the Company (other than for reimbursement of Company business expenses advanced by such Person);

e)           enter into any transaction with any affiliate of the Company which would be required to be disclosed in any public filing with the Commission if the Company’s shares of Common Stock were registered with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for board approval); or

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f)            enter into any agreement with respect to any of the foregoing.

Section 6.      Events of Default.

a)           “Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

i.       any default in the payment of (A) the principal amount of this Note or the Gemini Note or (B) interest, liquidated damages and other amounts owing to the holder under this Note or the Gemini Note, as and when the same shall become due and payable (whether on a the Maturity Date or by acceleration or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within 3 Trading Days;

ii.      the Company shall fail to observe or perform any other covenant or agreement contained in the Notes which failure is not cured, if possible to cure, within 30 days after notice of such failure is delivered by the Holder or by any other holder of Notes or after the Company has become or should have become aware of such failure, whichever is earlier;

iii.     a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur under (A) the Purchase Agreement or Security Agreements or (B) any other material agreement, lease, document or instrument to which the Company or any Subsidiary is obligated (and not covered by clause (vi) below);

iv.      the Company or any Subsidiary shall be subject to a Bankruptcy Event;

v.      the Company or any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $50,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

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vi.        if at any time after October 1, 2011 the Common Stock shall not be eligible for listing or quotation for trading on the OTC QX or OTC QB 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 October 1, 2011;

vii.      the Company shall be a party to any Change of Control Transaction or shall agree to sell or dispose of all or in excess of 33% of its assets in one transaction or a series of related transactions (whether or not such sale would constitute a Change of Control Transaction);

viii.     if at any time after October 1, 2011 the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or has failed to file all reports required to be filed thereunder during the then preceding 12 months (or such shorter period that the Company was required to file such reports);

ix.        if the Company shall have failed to file a Form S-1 with the Commission to register for resale up to one-third of the Holder’s Common Stock under the Securities Act by August 1, 2011 (or thereafter fails to reasonably diligently respond to all Commission comments or otherwise use its best efforts to cause the Common Stock to be and remain registered under the Exchange Act);

x.         if any of the Security Agreements ceases to be in full force and effect (including failure to create a valid and perfected first priority lien on and security interest in all the Collateral (as defined in the Security Agreement) and Intellectual Property Rights (as defined therein) of the Company and its Subsidiaries) at any time for any reason;

xi.        any material adverse change in the condition, value or operation of a material portion of the Collateral or Intellectual Property Rights;

xii.       any monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their respective property or other assets for more than $50,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days; or

xiii.      any Event of Default under the Gemini Note.

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b)            Remedies Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount.  After the occurrence and during the continuance of any Event of Default, the interest rate on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law.  Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company.  In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law.  Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b).  No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Section 7.    Miscellaneous.

a)       Notices.  Any and all notices or other communications or deliveries to be provided by the Holder hereunder, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number or address as the Company may specify for such purpose by notice to the Holder delivered in accordance with this Section 9.  Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of the Holder appearing on the books of the Company, or if no such facsimile number or address appears, at the principal place of business of the Holder.  Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number  or email address specified to such party prior to 8:30 p.m. (New York City time), (ii) the date immediately following the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number  or email address specified to such party between 8:30 p.m. (New York City time) and 11:59 p.m. (New York City time) on any date, (iii) the second Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.  The address for such notices and communications shall be as set forth on the signature pages attached to the Purchase Agreement.

b)       Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed.  This Note is a direct debt obligation of the Company.  This Note ranks pari passu with the Gemini Note.

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c)       Lost or Mutilated Note.  If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company, as well as an affidavit and indemnification agreement in form and substance reasonably acceptable to the Company.

d)       Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof.  Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”).  Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses reasonably incurred in the investigation, preparation and prosecution of such action or proceeding.

e)       Waiver; Amendments.  Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note.  The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note.  Any waiver by the Company or the Holder must be in writing.  No waiver hereunder shall be effective without the prior written consent of Gemini.  This Note shall not be directly or indirectly effectively modified or amended without the prior written consent of Gemini.

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f)        Third Party Beneficiary.  Gemini shall be a third party beneficiary of this Note and may enforce the terms of this Note, it being understood that Gemini is materially relying on the terms of this Note, including without limitation Section 4 hereof, in entering into the Asset Purchase Agreement.

g)       Successors and Assigns.  Subject to any restrictions on transfer set forth herein and/or in the Transaction Documents, this Note may be assigned by the Holder with the prior written consent of Gemini, such consent not to be unreasonably withheld or delayed.  The Note may not be assigned by the Company, except to a successor in the event of a Fundamental Transaction.  The Note shall be binding on and inure to the benefit of the parties thereto and their respective successors and assigns.

h)       Severability.  If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.  If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

i)        Next Business Day.  Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

j)        Headings.  The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

k)       Assumption.  Any successor to the Company or any surviving entity in a Fundamental Transaction shall (i) assume, prior to such Fundamental Transaction, all of the obligations of the Company under this Note and the other Transaction Documents pursuant to written agreements in form and substance satisfactory to the Holder (such approval not to be unreasonably withheld or delayed) and (ii) issue to the Holder a new Note of such successor entity evidenced by a written instrument substantially similar in form and substance to this Note, including, without limitation, having a principal amount and interest rate equal to the principal amount and the interest rate of this Note and having similar ranking to this Note, which shall be satisfactory to the Holder (any such approval not to be unreasonably withheld or delayed).  The provisions of this Section 8(i) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations of this Note.

10

l)           Usury.  This Note shall be subject to the anti-usury limitations contained in the Purchase Agreement.

*********************

11

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

GREEN BALLAST, INC.
By:	/s/ Peter Weisman
	Name:  Peter Weisman
	Title:    President

12

EX-4.7

AMENDMENT NO. 1 TO

GREEN BALLAST, INC.

8% SENIOR SECURED NOTE

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”).

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

WHEREAS, the Company and the Holder acknowledge that the date of August 1, 2011, set forth in Section 6(a)(ix) of the GBL Note, was transcribed in error and the actual intent and agreement of the parties was that the date in said section be September 1, 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 December 1, 2011, 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 December 1, 2011; 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 December 1, 2011, thereby causing to delay or prevent the Common Stock from becoming eligible for listing or quotation for trading on a Trading Market;

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

viii.           if at any time after December 1, 2011, the Company (a) is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or (b) has failed to file all reports required to be filed thereunder during the then preceding 12 months (or such shorter period that the Company was required to file such reports); 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 December 1, 2011, thereby causing to delay or prevent the Company from becoming subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

Green Ballast - Amendment to GBL Note

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

ix.           if the Company shall have failed to file a Form S-1 with the Commission to register for resale up to one-third of the Holder’s Common Stock under the Securities Act by November 1, 2011 (or thereafter fails to reasonably diligently respond to all Commission comments or otherwise use its best efforts to cause the Common Stock to be and remain registered under the Exchange Act);

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

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

6.           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.]

Green Ballast - Amendment to GBL Note

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
HOLDER:
GREEN BALLAST LLC
By:	/s/ Kevin Adams
Name:	Kevin Adams
Title:	Chief Executive Officer

Green Ballast - Amendment to GBL Note

3

 

EX-4.8

SUBSCRIPTION AGREEMENT

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”).

WITNESSETH:

WHEREAS, the Company was organized on April 13, 2011 by GB Solutions, LLC, a Delaware limited liability company (“GBS”), for the primary purpose of developing, manufacturing, marketing, distributing and selling energy efficient lighting ballasts, and GBS was issued 2,000,000 shares (“Founder Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”);

WHEREAS, the Investor desires to subscribe for, purchase and acquire from the Company, and the Company desires to sell and issue to the Investor (i) an 8% Senior Secured Note (“GBL Note”), in the form of Exhibit A attached hereto, due two (2) years from the date of issuance, in the original principal amount of $1,800,000, (ii) 1,200,000 shares (“Preferred Shares”) of the Company’s Series A 8% Redeemable Preferred Stock, par value $1.00 per share (“Series A Preferred Stock”), and (iii) 32,500,000 shares (“Common Shares”, and together with the GBL Note and Preferred Shares, the “Securities”) of the Company’s Common Stock, upon the terms and conditions and subject to the provisions hereinafter set forth;

WHEREAS, the Investor owns inventory consisting of approximately 12,000 energy efficient fluorescent lighting ballasts manufactured by Axis Technologies, Inc. having a value in excess of $468,000 (“Inventory”);

WHEREAS, shortly following the closing hereunder, the Company intends to enter into an Asset Purchase Agreement (“Asset Purchase Agreement”) with Gemini Master Fund, Ltd., a Cayman Islands corporation (“Gemini’), pursuant to which the Company will, among other things, issue to Gemini an 8% Senior Secured Convertible Note, due two (2) years from the date of issuance, in the original principal amount of $1,800,000 (“Gemini Note”, and together with the GBL Note, the “Notes”); and

WHEREAS, it is contemplated that the Company’s obligations under the Notes shall be secured by all the assets of the Company pursuant to a Security Agreement and Intellectual Property Security Agreement (collectively, “Security Agreements”), and that such security interest shall be shared equally by GBL and Gemini (i.e., 50% each);

NOW, THEREFORE, for and in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.           Purchase and Sale of the Securities.  Subject to the terms and conditions of this Agreement, the Investor hereby subscribes for and agrees to purchase and acquire from the Company, and the Company agrees to sell and issue to the Investor, the Securities for a purchase price of $3 million (the “Purchase Price”), of which $2,532,000 shall be paid in cash and $468,000 shall be paid by the transfer to the Company of the Inventory.

2.           Terms of Purchase and Sale of the Shares.

(a)           Closing.  The closing of the transactions contemplated hereby (the “Closing”) shall take place upon the execution of this Agreement by each of the parties.   At the Closing, the Company shall issue and deliver the Securities to the Investor and the Investor shall deliver the Purchase Price to the Company as follows:

(i)           Cash for Company.  The Company shall transfer $2,132,000.00 in cash by wire transfer of immediately funds to the Company’s bank account;

(ii)          Cash to Gemini.  The Company shall transfer $400,000.00 in cash by wire transfer of immediately funds to Gemini on behalf of the Company for the amount due or to become due to Gemini pursuant to the Asset Purchase Agreement; and

(iii)         Inventory.  Effective as of the Closing the Investor hereby assigns, transfers and conveys, all rights, title and interests in and to the Inventory to the Company, free and clear of all liens, claims, encumbrances and restrictions, and shall (A) promptly deliver the Inventory to the Company and (2) execute and deliver to the Company a bill of sale for such inventory in form and substance reasonably satisfactory to the Company.

(b)           Inventory Value.  The Investor represents and warrants that the Inventory has a fair market value of at least $468,000.  To the extent that the Company is unable to realize at least $468,000 in cash sales of the Inventory prior to the one year anniversary of the Closing, the Investor shall promptly pay to the Company in cash the amount of any such shortfall.  From time to time prior to such anniversary, to the extent the Company reasonably determines that a shortfall will exist, the Investor shall pay the Company the amount of such shortfall at such time to the extent it has not previously paid such shortfall.

3.           Representations and Warranties of the Company.  In order to induce the Investor to enter into this Agreement, the Company represents and warrants the following:

(a)           Authority.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite right, power and authority to execute, deliver and perform this Agreement.

(b)           Enforceability.  The execution, delivery and performance of this Agreement by the Company have been duly authorized by all requisite corporate action.  Upon the execution and delivery of this Agreement by the Investor and delivery to the Investor of the Company’s acceptance hereof, this Agreement shall constitute the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent that its enforcement is limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity.

- 2 -

(c)           No Violations; Consents. The execution, delivery and performance of this Agreement by the Company do not and will not violate or conflict with any provision of the Company’s Certificate of Incorporation or Bylaws and do not and will not, with or without the passage of time or the giving of notice, result in the breach of, or constitute a default, cause the acceleration of performance, or require any consent under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, any material instrument or agreement to which the Company is a party or by which the Company or its properties may be bound or affected.  The execution, delivery and performance by the Company of this Agreement and the offer and issuance of the Shares require no consent of, action by or in respect of, or filing with, any person, governmental body, agency, or official.

4.           Representations and Warranties of the Investor.  In order to induce the Company to enter into this Agreement, the Investor represents and warrants the following:

(a)           Authority.  The Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Tennessee, and has all requisite right, power and authority to execute, deliver and perform this Agreement.

(b)           Enforceability.  This Agreement has been duly executed and delivered by the Investor, and, upon its execution by the Company, shall constitute the legal, valid and binding obligation of the Investor, enforceable in accordance with its terms, except to the extent that its enforcement is limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity.

(c)           No Violations. The execution, delivery and performance of this Agreement by the Investor do not and will not, with or without the passage of time or the giving of notice, result in the breach of, or constitute a default, cause the acceleration of performance, or require any consent under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Investor pursuant to, any material instrument or agreement to which the Investor is a party or by which the Investor or its properties may be bound or affected, and, do not or will not violate or conflict with any provision of the articles of incorporation or bylaws,  partnership agreement, operating agreement, trust agreement or similar organizational or governing document of the Investor, as applicable.

(d)           Knowledge of Investment and its Risks.  The Investor has knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of Investor’s investment in the Securities.  The Investor understands that an investment in the Company represents a high degree of risk and there is no assurance that the Company’s business or operations will be successful.  The Investor has considered carefully the risks attendant to an investment in the Company, and that, as a consequence of such risks, the Investor could lose Investor’s entire investment in the Company.

- 3 -

(e)           Investment Intent. The Investor hereby represents and warrants that (i) it is acquiring the Shares for the Investor’s own account, and not as a nominee or agent and not with a view to the resale or distribution of all or any part of the Securities in violation of applicable securities laws, and the Investor has no present intention of selling, granting any participation in or otherwise distributing any of the Securities within the meaning of the Securities Act, in violation of applicable securities laws, and (ii) the Investor does not have any contracts, understandings, agreements or arrangements with any person and/or entity to sell, transfer or grant participations to such person and/or entity, with respect to any of the Securities, provided that the Investor is not agreeing to hold the Securities for any minimum period of time.

(f)            Accredited Investor.  The Investor is an “Accredited Investor” as that term is defined by Rule 501 of Regulation D promulgated under the Securities Act.

(g)           Disclosure.  The Investor has reviewed information provided by the Company in connection with the decision to purchase the Securities.  The Company has provided the Investor with all the information that the Investor has requested in connection with the decision to purchase the Securities.  The Investor further represents that Investor has had an opportunity to ask questions and receive answers from the Company regarding the business, properties, prospects and financial condition of the Company.  All such questions have been answered to the full satisfaction of the Investor. The Investor’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Investor and its representatives without any reliance on the Company (except for the Company’s representations contained herein).  The Investor (i) is a sophisticated purchaser with knowledge and experience in business and financial matters, and in particular in the facilities management and commercial lighting business, (ii) has knowledge of and has received sufficient information concerning the assets and prospects of the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in acquiring the Securities, and (iii) is able to bear the economic risk and complete loss of its investment.

(h)           Transfer Restrictions. The Investor will not transfer any of the Securities unless such transfer is made pursuant to an effective registration statement or exempt from registration under the Securities Act, and, if reasonably requested by the Company, the Investor has furnished an opinion of counsel reasonably satisfactory to the Company that such transfer is so exempt.

(i)            Title to Inventory.  The Investor is the sole legal and beneficial owner of the Inventory.  The Investor is transferring hereby good and marketable title in the Inventory to the Company in all material respects, free and clear of all liens, claims, encumbrances or restrictions.

5.           Security Agreement.  The parties will, upon the consummation of the transactions contemplated under the Asset Purchase Agreement, enter into the Security Agreement in the form of Exhibit B attached hereto.

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6.           GBL Note Principal Reduction; Third Party Beneficiary.  The Company shall not prepay or redeem all or any portion of the GBL Note nor may the principal amount of the GBL Note be increased (except pursuant to the terms thereof).  The GBL Note and Security Agreements may not be modified or amended without the prior written consent of Gemini.  For each $1 that the outstanding principal amount under the Gemini Note is reduced, whether by conversion, repayment or otherwise thereunder, $1 of principal amount outstanding under the GBL Note shall be automatically converted into one (1) share of Series A Preferred Stock.  Gemini shall be a third party beneficiary of this Agreement and the GBL Note and may enforce the terms of this Agreement and the GBL Note, it being understood that Gemini is materially relying on the terms of this Agreement and the GBL Note, including without limitation this Section 6, in entering into the Asset Purchase Agreement.

7.           Restrictions on Founders Shares.  GBS agrees that it shall not assign, transfer or convey any right, title or interest in or to any of the Founder Shares unless and until the Milestones (as defined below) are achieved.  On after the date on which the Company’s Common Stock is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and the Common Stock receives a ticker symbol for quotation or trading on a trading market, including without limitation the OTC QX, the OTC QB or OTC Bulletin Board (“Milestone #1”), GBS may assign, transfer and convey up to 50% of the Founder Shares without restriction (other than compliance with applicable securities laws).  On and after the date on which the Company attains an average Market Capitalization (as defined below) for any ten (10) trading days during any fifteen (15) consecutive trading day period in excess of $20 million after satisfying Milestone #1 (together with Milestone #1, the “Milestones”), GBS may assign, transfer and convey all of the Founder Shares without restriction (other than compliance with applicable securities laws).  “Market Capitalization” for any trading day means the closing sale price per share of Common Stock on such day on the primary market on which the Common Stock is traded (as reported by Bloomberg Financial Markets) multiplied by the fully-diluted number of shares of Common Stock on such day.

8.           Entire Agreement; No Oral Modification.  This Agreement, together with the Securities and Security Agreements, contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto and may not be amended or modified except in a writing signed by both of the parties hereto.

9.           Binding Effect; Benefits.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors and assigns; however, nothing in this Agreement, expressed or implied, is intended to confer on any other person other than the parties hereto, or their respective heirs, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

10.         Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

11.         Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the United States of America and the State of New York, both substantive and remedial.  Exclusive venue and jurisdiction for any action arising hereunder shall lie in the court of competent jurisdiction located in New York, New York, and the parties specifically agree to submit to such jurisdiction and waive any objections to such venue.

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12.         Guaranty.  IRC-Interstate Realty Corporation, a Tennessee corporation and the parent entity of the Investor, hereby absolutely, unconditionally and irrevocably guarantees all obligations of the Investor hereunder and under any Transaction Documents (as defined in the Asset Purchase Agreement) and as a holder of the Securities.

[Signature page follows]

- 6 -

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

INVESTOR:
GREEN BALLAST LLC, a Tennessee limited liability company
By:	/s/ Kevin Adams
Name:	Kevin Adams
Title:	Chief Executive Officer
COMPANY:
GREEN BALLAST, INC., a Delaware corporation
By:	/s/ Peter Weisman
Name:	Peter Weisman
Title:	President
For purposes of Section 7:
GB SOLUTIONS, LLC, a Delaware limited liability company
By:	/s/ Peter Weisman
Name:	Peter Weisman
Title:	Managing Member
For purposes of Section 12:
IRC-INTERSTATE REALTY CORPORATION, a Tennessee corporation
By:	/s/ Mary F. Sharp
Name:	Mary F. Sharp
Title:	President

- 7 -

EX-4.9

EX-5.1

	FIRST TENNESSEE BUILDING
	165 MADISON AVENUE
	SUITE 2000
	MEMPHIS, TENNESSEE 38103
	PHONE:  901.526.2000
	FAX:  901.577.2303
	www.bakerdonelson.com

October 26, 2011

Green Ballast, Inc.

2620 Thousand Oaks Blvd., Suite 4000

Memphis, TN 38118

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

This opinion is furnished to you in connection with the Registration Statement on Form S-1 (the “Registration Statement”), filed by Green Ballast, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of up to 24,234,400 shares of the Company's common stock, par value $0.0001 per share (the “Shares”) (including 5,000,000 shares of the Company's common stock issuable upon the exercise of outstanding warrants (the “Warrants”) and 8,000,000 shares of the Company's common stock issuable upon the conversion of a convertible note (the “Convertible Note”)) which will be sold by certain selling stockholders (the “Selling Stockholders”).

We are acting as counsel for the Company in connection with the registration by the Company and the sale by the Selling Stockholders of the Shares.  In such capacity, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion.  In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies.

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws).

On the basis of the foregoing, we are of the opinion that the Shares to be sold by the Selling Stockholders have been duly authorized and are validly issued, fully paid and nonassessable; provided, however, that with respect to (1) the Shares to be sold by a Selling Stockholder that will be issued upon the exercise of the Warrants prior to such sale, such Shares will be validly issued, fully paid and nonassessable upon exercise and payment in compliance with the terms of the Warrants to which those Shares are to be issued prior to the completion of this offering and (2) the Shares to be sold by a Selling Stockholder that will be issued upon the conversion of the Convertible Note prior to such sale, such Shares will be validly issued, fully paid and nonassessable upon exercise and payment in compliance with the terms of the Convertible Note pursuant to which such Shares are to be issued prior to the completion of this offering.

This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein.  This opinion is being rendered for the benefit of the Company in connection with the matters addressed herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement.

Very truly yours,

BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC

/s/ Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

EX-10.1

ASSET PURCHASE AGREEMENT

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”.

WHEREAS, the Seller owns a promissory note issued by Axis Technologies Group, Inc., a Delaware corporation (“Axis”), which was secured by substantially all the assets of Axis and its subsidiary, Axis Technologies, Inc., a Delaware corporation (“Axis Subsidiary”);

WHEREAS, following Axis’s default on such promissory note, the Seller foreclosed on all such assets other than inventory and accounts (“Foreclosed Assets”) by issuing a notice of disposition and conducting a public sale of the Foreclosed Assets on December 9, 2010, at which sale Gemini Strategies, LLC, a Delaware limited liability company, as agent for the Seller, was the highest bidder and obtained all rights, title and interest in and to the Foreclosed Assets; and

WHEREAS, the Company wishes to purchase from the Seller, and the Seller wishes to sell to the Company, all of the Foreclosed Assets, including the assets described on Exhibit A attached hereto but excluding the shares of common stock of the Axis Subsidiary (“Acquired Assets”), on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Seller and the Company hereby agree as follows:

1.           Definitions.  For the purposes hereof, in addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

“Assignment” means the assignment and/or bill of sale, dated as of the Closing Date, by the Seller in favor of the Company, in form and substance reasonably acceptable to the Seller, pursuant to which the Seller acknowledges and evidences the transfer of the Acquired Assets to the Company hereunder.

“Board” shall mean the Board of Directors of the Company.

“Closing” means the closing of the purchase and sale of the Acquired Assets pursuant to Section 2 below.

“Closing Date” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Seller’s obligation to transfer the Acquired Assets to the Company and (ii) the Company’s obligations to deliver the cash and Securities deliverable at Closing, have been satisfied or waived.

“Commission” means the Securities and Exchange Commission.

1

“Common Stock” means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into.

“Common Stock Equivalents” means any securities of the Company or any of its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exempt Issuance” means (a) any issuance of Common Stock pursuant to any Initial Private Placements, and (b) any issuance of any award of Common Stock or Common Stock Equivalents to employees, consultants or directors of the Company pursuant to the 2011 Restricted Stock Plan of the Company or any other stock purchase or stock option plan duly approved by the Board of Directors and stockholders of the Company, including the issuance of Common Stock upon exercise of any options granted thereunder.

“GBL” means Green Ballast LLC, a Tennessee limited liability company.

“GBL Note” means that certain senior secured promissory note issued by the Company to GBL on or about the date hereof in the original principal amount of $1,800,000.

“GBL-GMF Securities” means the Gemini Note, the GBL Note and the Series A Stock.

“Gemini Note” shall have the meaning set forth in Section 2(a) below.

“Indebtedness” means (a) any liabilities for borrowed money or amounts owed in excess of $25,000 (other than trade accounts payable incurred in the ordinary course of business), and (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), other than (i) guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (ii) any purchase order, inventory or accounts receivable financing so long as such financing is in the ordinary course of business and any security interest in connection therewith is solely on the purchase order, inventory or accounts receivable being so financed.

“Initial Private Placements” means the issuance of Common Stock in one or more private placement capital raising transactions occurring prior to the date which is nine (9) months following the Closing Date, provided that (a) such Common Stock is not directly or indirectly effectively issued at price per share less than $0.20 (which figure shall be appropriately and equitably adjusted for any stock splits, stock dividends and similar events) and (b) the aggregate gross proceeds from all such transactions does not exceed $2 million.

2

“IP Assignment” means the assignment, dated as of the Closing Date, by the Seller in favor of the Company, in form and substance reasonably acceptable to the Seller, pursuant to which the Seller shall transfer the patents and trademarks listed on Exhibit A hereto.

“IP Security Agreement” means the Intellectual Property Security Agreement, dated as of the Closing Date, by the Company in favor of the Seller and GBL, in the form of Exhibit E attached hereto, securing the obligations of the Company under the Notes.

“Liens” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“MFN Transaction” means a transaction in which the Company issues or sells any securities to an investor in one or a series of related capital raising transactions which grants to such investor the right to receive additional securities or better terms based in some manner upon future sales or issuances of Common Stock or Common Stock Equivalents on terms more favorable than those granted to such investor in such capital raising transaction(s).

“Notes” means collectively the Gemini Note and GBL Note.

“Person” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon conversion or exercise in full of the Gemini Note and all Warrants (ignoring any conversion, exercise or issuance limits set forth therein).

“Rule 144” means Rule 144 promulgated under the Securities Act or any successor Rule thereto or as may be amended.

“Securities” means the Gemini Note and the Warrants.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Security Agreement” means the Security Agreement, dated as of the Closing Date, by the Company in favor of the Seller and GBL, in the form of Exhibit D attached hereto, securing the obligations of the Company under the Notes.

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“Security Documents” means any and all means any and all security agreements, pledge agreements, hypothecation agreements, collateral assignments, mortgages, deeds of trust, control agreements and similar such agreements, executed and delivered by the Company, any of its Subsidiaries and/or any third party in favor of the Seller and/or GBL pursuant to the Transaction Documents which secures the Company’s obligations under the Transaction Documents and/or any of the Securities, and other documents executed, delivered and/or filed by the Company, any of its Subsidiaries, any third party and/or the Seller as permitted or required under any of the foregoing, including without limitation the Security Agreement and the IP Security Agreement.

“Subsidiary” means any entity with respect to which the Company (or any Subsidiary of the Company) owns a majority of the common stock or equity thereof or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors or managers thereof.

“Trading Day” means a day on which the Nasdaq Capital Market is open for trading.

“Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTC QX or the OTC QB.

“Transaction Documents” means this Agreement, the Gemini Note, the Warrants, the Security Documents, the Assignment and the IP Assignment and all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Underlying Shares” means the shares of Common Stock issued and issuable upon conversion of, in payment of interest on, or otherwise pursuant to, the Gemini Note and upon exercise of the Warrants.

“Variable Rate Transaction” means a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell securities at a future determined price.

“Warrants” shall have the meaning set forth in Section 2(a) below.

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2.           Purchase and Sale of Assets.

(a)          Closing Date; Purchase Price.  On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to purchase, and the Seller agrees to sell, the Acquired Assets in consideration for the issuance and delivery on the Closing Date of the following cash and securities to the Buyer: (i) $400,000 cash in immediately available funds, (ii) an 8% Senior Secured Convertible Note (“Gemini Note”), in the form of Exhibit B attached hereto, due two (2) years from the date of issuance, issued by the Company to the Seller in the original principal amount of $1,800,000, and (iii) 7-year warrants (“Warrants”), in the form of Exhibit C attached hereto, to purchase (A) 1,500,000 shares of Common Stock at an exercise price of $0.30, (B) 1,500,000 shares of Common Stock at an exercise price of $0.40, and (C) 2,000,000 shares of Common Stock at an exercise price of $0.60.  The Seller assumes no obligation to gather or deliver physical possession of any particular assets from Axis.  The Company and the Seller shall each deliver the items set forth in Section 2(b) below deliverable at the Closing.  Upon satisfaction of the conditions set forth in Section 2(c) below, the Closing shall occur at the offices of the Seller’s counsel or such other location as the parties shall mutually agree.

(b)          Deliveries.

(i)           On the Closing Date, the Company shall deliver or cause to be delivered to the Seller the following:

(1) $400,000 cash by wire transfer of immediately available funds to the Seller’s bank account as designated by the Seller;

(2) the Gemini Note, duly executed and delivered by the Company;

(3) the Warrants, duly executed and delivered by the Company;

(4) the Security Documents, including without limitation the Security Agreement and the IP Security Agreement, each duly executed and delivered by the Company, and a UCC-1 Financing Statement; and

(5) copies of resolutions adopted by the Company’s Board of Directors authorizing all of the transactions contemplated hereby, in form and substance reasonably satisfactory to the Seller.

(ii)          On the Closing Date, the Seller shall deliver or cause to be delivered to the Company the following:

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(1) the Assignment and IP Assignment, each duly executed and delivered by the Seller; and

(2) the Security Documents to which the Seller is a party and required by law to be signed by such Party in order to be binding.

(c)          Closing Conditions.

(i)           The obligations of the Seller hereunder in connection with the Closing are subject to the following conditions being met:

(1) the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein;

(2) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; and

(3) the delivery by the Company of the items set forth in Section 2(b)(i) of this Agreement.

(ii)          The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(1) the accuracy in all material respects on the Closing Date of the representations and warranties of the Seller contained herein;

(2) all obligations, covenants and agreements of the Seller required to be performed at or prior to the Closing Date shall have been performed; and

(3) the delivery by the Seller of the items set forth in Section 2(b)(ii) of this Agreement.

3.           Representations and Warranties of the Company.  The Company represents and warrants to the Seller that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3):

(a)          Subsidiaries.  The Company does not have any Subsidiaries.

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(b)          Organization and Qualification.  The Company is an entity duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  The Company is not in violation or default of any of the provisions of its certificate of incorporation, bylaws or other organizational documents.  The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on Acquired Assets or the business to be conducted in connection therewith after the Closing Date, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.  The Company has furnished to the Seller true and correct copies of the Company's Certificate of Incorporation and By-Laws, as each is currently in effect.

(c)          Authorization; Enforcement.  The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.  The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection therewith.  Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d)          No Conflicts.  The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the other transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate of incorporation, bylaws or other organizational documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected (other than Liens in favor of the Seller), or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject, or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

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(e)          Filings, Consents and Approvals.  The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents (other than (i) filings required pursuant to Section 5(a), and (ii) filings required under the terms of the Security Documents).

(f)           Issuance of the Securities.  The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.  The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.  The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

(g)          Capitalization.  The authorized capital stock of the Company consists of 245,000,000 shares of common stock, $0.0001 par value per share, of which 92,000,000 shares are issued and outstanding, and 5,000,000 shares of preferred stock, $1.00 par value per share, of which 3,000,000 shares have been designated as Series A 8% Redeemable Preferred Stock (“Series A Stock”), all of which such Series A Stock are outstanding and held by GBL.  All shares of the Company’s issued and outstanding capital stock have been duly authorized, are validly issued and outstanding, and are fully paid and nonassessable.  No securities issued by the Company from the date of its incorporation to the date hereof were issued in violation of any statutory or common law preemptive rights.  There are no dividends which have accrued or been declared but are unpaid on the capital stock of the Company.  All taxes required to be paid by Company in connection with the issuance and any transfers of the Company’s capital stock have been paid.  The Company does not have any outstanding Indebtedness other than the GBL Note.  No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.  Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents.  The issuance and sale of the Securities (including any Underlying Shares) will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Seller).  There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

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(h)          Operations.   The Company was duly organized on April 13, 2011 in the State of Delaware with the initial primary purpose of engaging in the energy efficient lighting business, and it has not yet engaged in any operations other than organizational activities.  The Company has cash in the amount of $2,532,000 (prior to the payment of $400,000 in cash to the Seller hereunder, which may be paid directly from GBL on the Company’s behalf) and inventory with a value of at least $468,000, each received from GBL or its managing member in consideration for the issuance to GBL of (i) the GBL Note, (ii) 1,200,000 shares of Series A Stock of the Company, and (iii) 32,500,000 million shares of Common Stock.  Prior to the Closing the Company does not have (A) any assets other than cash or (B) any liabilities or obligations other than the GBL Note, the Series A Stock and amounts due for services rendered to (1) service providers engaged in connection with the Company’s organization and this Agreement and the transactions contemplated hereby and (2) employees, management and independent contractors rendering services to the Company.  The Company has furnished to the Seller true, correct and current copies of (x) all agreements and written arrangements it has entered into and (y) the Company’s minute book with all resolutions of shareholders and directors.

(i)           Litigation.  There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, before or by any court, arbitrator, governmental or administrative agency or regulatory authority.  There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company.

(j)           Seniority.  As of the Closing Date, no Indebtedness or other claim against the Company is senior to the Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise.

(k)          Acknowledgment Regarding Seller’s Acquisition of Securities and Sale of Assets.  The Company acknowledges and agrees that the Seller is acting solely in the capacity of an arm’s length purchaser of securities and seller of assets with respect to the Transaction Documents and the transactions contemplated thereby.  The Company further acknowledges that the Seller is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by the Seller or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Seller’s acquisition of the Securities and sale of the Acquired Assets.  The Company further represents to the Seller that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives without any reliance on the Seller (except for the Seller’s representations contained herein).  The Company (i) is a sophisticated purchaser with knowledge and experience in business and financial matters, (ii) has knowledge of and has received sufficient information concerning the Acquired Assets and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in acquiring the Acquired Assets, and (iii) is able to bear the economic risk and indeterminate value of the Acquired Assets, it being understood that the Seller does not in any way guarantee or warranty the value, scope or validity of any of the Acquired Assets, except to the extent specifically set forth herein.

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4.           Representations and Warranties of the Seller.  The Seller represents and warrants to the Company that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4):

(a)          Organization; Authority.  The Seller is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.  The execution and delivery of the Transaction Documents and performance by the Seller of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the Seller.  Each Transaction Document to which it is a party has been duly executed by the Seller, and when delivered by the Seller in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Seller, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b)          Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of its charter or bylaws or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which it is bound or to which any of its assets is subject.  The Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement (including the assignments and assumptions referred to in Section 2 above, except for applicable filings with the United States Patent and Trademark Office).

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(c)          Own Account.  The Seller understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Seller’s right to sell the Securities pursuant to any registration statement filed under the Securities Act or otherwise in compliance with applicable federal and state securities laws).

(d)          Seller Status.  The Seller is an “accredited investor”, as defined in Rule 501(a) under the Securities Act.

(e)          Experience of the Seller.  The Seller, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment, and has received sufficient information regarding the Company and the Securities, and has had the opportunity to obtain additional information concerning the Company and its Securities as desired.  The Seller is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(f)           Title to Assets.  The Seller is the sole legal and beneficial owner of the Acquired Assets and is transferring good title to the Acquired Assets in all material respects, free and clear of all Liens, except for (a) any contracts or leases which by their terms restrict or limit the transfer thereof, (b) cash, (c) real property (and other assets not covered by UCC Article 9) or (d) other Foreclosed Assets which contain restrictions, limitations or Liens thereon, provided that (i) the Seller is not aware of any such restrictions, limitations or Liens, (ii) the Seller is the sole record, legal and beneficial owner of all the intellectual property described in Exhibit A hereto, and (iii) to the Seller’s knowledge any such restrictions or imperfections do not materially affect the value of the Acquired Assets taken as a whole.  The Seller has not received a notice (written or otherwise) that any of the patents or trademarks included in the Acquired Assets violates or infringes upon the rights of any Person.

(g)          Disclaimer of other Representations and Warranties.  Except as expressly set forth in this Section 4, the Seller makes no representation or warranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Assets), liabilities or operations, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed.  The Company hereby acknowledges and agrees that, except to the extent otherwise specifically set forth in this Section 4, the Company is purchasing the Acquired Assets on an “as-is, where-is” basis.  Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Acquired Assets, and none shall be implied at law or in equity.

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5.           Covenants

(a)          Public Company.  On or prior to September 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 October 1, 2011 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.

(b)          SEC/FINRA Compliance.  The Company shall use its reasonable efforts not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) in any manner that would be cause the Company to be in violation of the Securities Act or the rules or regulations of any Trading Market.

(c)          Publicity.  So long as any of the Note are outstanding, the Company shall consult with the Seller and GBL in issuing any press releases concerning the Company.

(d)          Reservation and Listing of Underlying Shares.  The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may be required to fulfill its obligations in full under the Transaction Documents.  If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible and in any event not later than the 75th day after such date.  So long as any Securities are outstanding, the Company shall cause the Underlying Shares to be listed or quoted on each Trading Market on which the Common Stock is listed or quoted.

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(e)          Subsequent Equity/Debt Sales; Transfers.  So long as the Seller holds at least $100,000 in principal amount of the Gemini Note, neither the Company nor any of its Subsidiaries shall (i) issue shares of Common Stock or Common Stock Equivalents or evidences of Indebtedness, or (ii) effect any internal transfers of assets or liabilities, in each case without the prior written consent of the Seller, which consent shall not be unreasonably withheld, except for Exempt Issuances.

(f)           Security.  The Company’s obligations under the Notes shall be secured by all the assets of the Company and its Subsidiaries as set forth in the Security Documents.  As of the Closing, the Seller (together with GBL) shall be granted a security interest in all the assets of the Company and its Subsidiaries, including without limitation all of its intellectual property rights, to be memorialized in the Security Documents.  The Company shall execute such other agreements, documents and financing statements reasonably requested by the Seller or GBL, which will be filed at the Company’s expense with the applicable jurisdictions and authorities.  The Company shall also execute all such documents reasonably necessary in the opinion of the Seller or GBL to memorialize and further protect the security interests described herein.  The Seller and GBL may appoint a collateral agent to represent them collectively in connection with the security interests being granted to the Seller and GBL.

(g)          Guarantors.   The Company shall cause each of its Subsidiaries formed or acquired on or after the date hereof to execute and deliver to the Seller and GBL a guarantee and a Security Agreement in form and substance reasonably acceptable to the Seller and GBL.

(h)          Insurance.  So long as any Notes remain outstanding, the Company and its Subsidiaries shall maintain in full force and effect insurance reasonably believed by the Company to be adequate coverage (a) on all assets and activities, covering property loss or damage and loss of income by fire or other hazards or casualty, and (b) against all liabilities, claims and risks for which it is customary for companies similarly situated to the Company to insure, including without limitation applicable product liability insurance, required workmen’s compensation insurance, and other insurance covering injury or damage to persons or property, but excluding directors and officers insurance coverage.  Upon the Seller’s request the Company shall promptly furnish or cause to be furnished evidence of such insurance to the Seller same, in form and substance reasonably satisfactory to the Seller.

(i)           Equal Treatment. Neither the Company nor any of its affiliates shall, directly or indirectly (a) offer or pay or cause to be paid any consideration (immediate or contingent), whether by way of interest, fee, payment or reduced conversion, exercise or exchange price for redemption, conversion, exercise or exchange of the GBL-GMF Securities, or otherwise, to the Seller or GBL, for or as an inducement to, or in connection with the solicitation of, any consent, waiver or amendment to or of any terms or provisions of any GBL-GMF Securities, unless such consideration is offered and paid to GBL and the Seller pro rata, (b) prepay or redeem, in whole or in part, any GBL-GMF Securities unless such offer of prepayment or redemption is made pro rata to all holders of GBL-GMF Securities on identical terms, or (c) make any payment of principal, interest or dividends on the Gemini Note, GBL Note or Series A Stock in amounts which are disproportionate to the respective principal or liquidation values outstanding on such GBL-GMF Securities at any applicable time.  For clarification purposes, this provision constitutes a separate right granted to holder of GBL-GMF Securities by the Company and negotiated separately by each such holder, is intended for the Company to treat such holders as a class, and shall not in any way be construed as to cause such holders to be acting in concert or as a group with respect to the purchase, disposition or voting of the GBL-GMF Securities or otherwise.  The Company shall not amend or modify the GBL Note or the terms of the Series A Stock, including without limitation the automatic principal reduction under the GBL Note and the redemption obligation under the Series A Stock, without the prior written consent of the Seller.  The Seller shall be a third party beneficiary to the GBL Note and the Series A Stock for purposes of enforcing the provisions of this paragraph.

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(j)           Board; Significant Matters.

(i)           Board.  So long as the Seller holds at least $100,000 in principal amount of the Gemini Note, the Seller shall be entitled to (A) appoint one (1) member to the Board, and (B) designate up to two  (2) individuals (each an “Observer”) to attend and observe any and all meetings and telephone conferences of the Board and obtain any and all documents delivered prior to, during or after any such meeting or conference in connection with such meeting or conference, provided that the Company may reject any such Observer to which the Company reasonably objects (provided that Steven Winters and Peter Weisman are hereby acceptable to the Company), and provided further that, after the Common Stock is listed or quoted on a Trading Market, the Company shall use reasonable efforts to notify such Observers prior to disclosing any material non-public information concerning the Company to them to afford them the opportunity to refuse receiving any such information.  In connection with clause (A) above, the Company shall nominate such appointee to the Board of Directors in any and all proxy solicitations and recommend to the Company’s stockholders that such appointee be elected to the Board, which recommendation shall be contained in any such proxy statement or other information circular.  GBL agrees that it shall vote its shares of Common Stock in favor of the election of the Seller’s appointee to the Board.

(ii)          Significant Matters.  So long as the Seller holds at least $100,000 in principal amount of the Gemini Note, without the prior written consent of the Seller, the Company shall not:

(1) Adopt any employee, officer or director equity incentive compensation plan;

(2) Materially alter the business of the Company or materially deviate from the contemplated business of the Company;

(3) Affect any expenditure or capital acquisition which in one or a series of transactions exceeds $200,000;

(4) Amend or modify the Company’s Certificate of Incorporation or By-Laws, including without limitation the adoption or filing of any certificate of designation;

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(5) Sell or license all or substantially all of the Company’s assets;

(6) Merge with or into any other entity; or

(7) Permit any Change of Control Transaction (as defined in the Notes) to occur.

(iii)         Equity Redemptions/Distributions.  So long as the Gemini Note is outstanding, without the prior written consent of the Seller, the Company shall not:

(1) Redeem or repurchase any capital stock or Common Stock Equivalents of the Company, including without limitation the Series A Stock; or

(2) Declare, make or pay any dividends or distributions on any capital stock of the Company, except for dividends payable on the Series A Stock in accordance with the terms of the Company’s Certificate of Incorporation in effect on the date hereof.

(k)          Resale Registration Statement.  In the event the Company determines to file an S-1 registration statement to register for resale some or all of the Underlying Shares under the Securities Act, the Seller, and each of its permitted assignees, shall (i) furnish to the Company such information regarding itself, the Underlying Shares held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of the resale of such Underlying Shares and (ii) take such other action as may be reasonably requested by the Company to cause such registration statement to be declared effective by the Commission, provided that in lieu thereof the Seller may forego registration of some or all of its Underlying Shares in its sole discretion.

6.           Miscellaneous.

(a)          Survival of Representations and Warranties.  All of the representations and warranties of the Parties contained in this Agreement shall survive the Closing hereunder.

(b)          Press Releases and Public Announcements.  No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party.

(c)          Entire Agreement.  The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

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(d)          Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile or email prior to 11:59 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or email on a day that is not a Trading Day or later than 11:59 p.m. (New York City time) on any Trading Day, (c) the third Trading Day following the date of mailing, if sent by regular mail, or (d) the Trading Day following the date on which such notice or communication is deposited with a nationally recognized overnight courier service.  The addresses for such notices and communications shall be as set forth below:

If to the Company:

2620 Thousand Oaks Blvd.

Suite 4000

Memphis, Tennessee 38118

Attn: President

Email: kevin.adams@cbre.com

Fax: 901-260-1803

If to the Seller:

c/o Gemini Strategies, LLC

135 Liverpool Drive, Suite C

Cardiff, CA 92007

Attn: Steven Winters

steve@geministrategies.com

Fax: (760) 697-1119

Either Party can change its address for notices at any time by three days prior written notice to the other Party.

(e)          Amendments; Waivers.  No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Seller.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

(f)           Headings.  The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

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(g)          Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.  The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Seller.  The Seller may assign any or all of its rights under this Agreement to any Person to whom the Seller assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the Seller.

(h)          No Third-Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(i)           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a Party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.   If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(j)           Execution.  This Agreement may be executed in two or more counterparts, which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” or other document image format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” or other document image format data file signature page were an original thereof.

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(k)          Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l)           Rescission and Withdrawal Right.  Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever the Seller exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then the Seller may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, in the case of a rescission of a conversion of the Gemini Note or exercise of a Warrant, the Seller shall be required to return any shares of Common Stock delivered in connection with any such rescinded conversion or exercise notice.

(m)         Replacement of Securities/Underlying Shares.  If any certificate or instrument evidencing any Securities or Underlying Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt by the Company of a lost certificate or instrument affidavit and indemnification agreement in form and substance reasonably acceptable to the Company.  The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities or Underlying Shares.

(n)          Remedies.  In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Parties will be entitled to specific performance under the Transaction Documents.  The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agrees to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.  To the extent any notice and opportunity to cure is provided under the terms of the Transaction Documents in connection with any breach or default thereunder by the Company, the Seller agrees not to exercise any remedies until the expiration or termination of such notice and cure period.

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(o)         Payment Set Aside. To the extent that the Company makes a payment or payments to the Seller pursuant to any Transaction Document or the Seller enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

(p)          Usury.  To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by the Seller in order to enforce any right or remedy under any Transaction Document.  Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate.  It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date forward, unless such application is precluded by applicable law.  If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Seller with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by the Seller to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Seller’s election.

(q)          Construction. The Parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.

(r)           Bulk Transfer Laws.  The Company acknowledges that the Seller will not comply with the provisions of any bulk transfer laws of any jurisdiction in connection with the transactions contemplated by this Agreement.

(s)          Waiver of Jury Trial.  In any action, suit or proceeding in any jurisdiction brought by any Party against any other Party, the Parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waives forever trial by jury.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

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

For purposes of Section 5(l):
GBL:
GREEN BALLAST LLC
By:	/s/ Kevin Adams
Name: Kevin Adams
Title:   Chief Executive Officer

20

EXHIBIT A

(1)          All right, title and interest of Axis Technologies Group, Inc. and Axis Technologies, Inc. (collectively, the “Debtors”) in, to and under any and all of the following (the “Collateral”), whether now existing, owned or used by Debtors or hereafter existing, created, owned, acquired or used by Debtors, wherever located, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including without limitation all proceeds from the sale of the Collateral and of insurance covering the same and of any tort claims in connection therewith:

(a)          All goods, including without limitation (i) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with the Debtors’ businesses and all improvements thereto;

(b)          All contract rights and other general intangibles, including without limitation, all partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents (as defined below), , licenses, distribution and other agreements, computer software (whether “off-the-shelf”, licensed from any third party or developed by the Debtors), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks, trade styles, trade names, patents, patent applications, copyrights, and income tax refunds, but excluding the Pledged Securities;

(d)          All documents, letter-of-credit rights, instruments and chattel paper;

(e)          All commercial tort claims;

(f)          All deposit accounts and all cash (whether or not deposited in such deposit accounts);

(g)          All investment property;

(h)          All supporting obligations;

(i)           All files, records, books of account, business papers, and computer programs, including without limitation and all files, records, books, ledger cards, correspondence, computer programs, tapes, disks, digital storage media and related data processing software that at any time evidence or contain information relating to any of the foregoing Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and

21

(j)           The products, profits and proceeds of all of the foregoing Collateral, and all payments under insurance (whether or not the Secured Party is the loss payee thereof) or under any indemnity, warranty or guaranty, payable by reason or loss or damage to, or otherwise with respect to, any of the foregoing.

Notwithstanding anything contained herein, the Collateral shall exclude the Pledged Securities.

(2)          All of Axis Technologies, Inc.’s (“Grantor”) right, title and interest in, to and under all of Grantor’s Intellectual Property (as defined below), including without limitation the following, whether presently existing or hereafter created or acquired:

(a)          All of Grantor’s Patents (as defined below) and Grantor’s rights under all Patent Intellectual Property Licenses (as defined below) to which it is a party, including those patents referred to on Schedule A hereto, including:

(i)           All registrations and applications in respect of the foregoing, including continuations, divisional, provisionals, continuations in part, or reissues of applications and patents issuing thereon; and

(ii)          All products and proceeds of the foregoing, including without limitation any claim by Grantor against third parties for past, present or future infringement of any Patent or any Patent licensed under any Intellectual Property License;

(b)             All of Grantor’s Trademarks and Grantor’s rights under all Trademark Intellectual Property Licenses to which it is a party, including those trademarks referred to on Schedule A hereto, including:

(i)           All registrations, applications, and renewals in respect of the foregoing:

(ii)          All goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark licensed under an Intellectual Property License; and

(iii)         All products and proceeds of the foregoing, including without limitation any claim by Grantor against third parties for past, present or future (a) infringement or dilution of any Trademark or any Trademark licensed under any Intellectual Property License or (b) injury to the goodwill associated with any Trademark or any Trademark licensed under any Intellectual Property License; and

(c)             All of Grantor’s Copyrights and Grantor’s rights under all Copyright Intellectual Property Licenses to which it is a party, including those referred to on Schedule A hereto, including:

(i)           All registrations, applications, and renewals in respect of the foregoing; and

22

(ii)          All products and proceeds of the foregoing, including without limitation any claim by Grantor against third parties for past, present or future infringement of any Copyright or any Copyright licensed under any Intellectual Property License.

As used herein, the following terms have the meanings set forth below:

“Copyrights” means copyrights and copyright registrations, including without limitation the copyright registrations and recordings listed on Schedule A hereto, if any, and (i) all reissues, continuations, extensions or renewals thereof, (ii) all income, royalties, damages and payments now or hereafter due and/or payable under and with respect thereto, including without limitation payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iii) the right to sue for past, present and future infringements thereof, and (iv) all of the Grantor’s rights corresponding thereto throughout the world.

“Intellectual Property Licenses” means rights under or interest in any Patent, Trademark, Copyright or other intellectual property under a license agreement, whether verbal or in writing, regardless of whether Debtor is a licensee or licensor under any such license agreement, including without limitation all the intellectual property licenses listed on Schedule A hereto, if any, and also including without limitation software license agreements with any other party, and also including all of the Debtor’s rights corresponding to Debtor’s Intellectual Property Licenses throughout the world.

“Organizational Documents” means with respect to any Debtor, the documents by which such Debtor was organized (such as a certificate of incorporation, certificate of limited partnership or articles of organization, and including without limitation and certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Debtor (such as bylaws, a partnership agreement or an operating, limited liability or members agreement).

“Patents” means patents and patent applications, including without limitation the patents and patent applications listed on Schedule A hereto and all continuations, divisional, provisionals, continuations in part, or reissues of applications related to patents thereon, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, subject to payment to any co-owner or inventor of its, his or her share thereof, including without limitation payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements thereof, and (iv) all of the Grantor’s rights corresponding thereto throughout the world.

“Pledged Securities” shall mean the capital stock Axis Technologies, Inc., a Delaware corporation

23

“Trademarks” means trademarks, trade names, trade styles, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, including without limitation the registered trademarks listed on Schedule A hereto, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, subject to payment to any co-owner of its, his or her share thereof, including without limitation payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof, (iv) the goodwill of the Grantor’s business symbolized by the foregoing and connected therewith, and (v) all of the Grantor’s rights corresponding thereto throughout the world.

SCHEDULE A

Intellectual Property (IP)

Patent – Issued
Description	Number
METHOD AND APPARATUS FOR DIMMING CONTROL OF ELECTRONIC BALLASTS	6,969,955

Patent Application – Pending
Description	Number
ENERGY EFFICIENT LIGHTING SYSTEM	61/331,379

Trademark
Description	Number
The Future of Florescent Lighting	3,001,415

24

EXHIBIT B

Form of Gemini Note

(See Attached)

25

EXHIBIT C

Form of Warrant

(See Attached)

26

EXHIBIT D

Form of Security Agreement

(See Attached)

27

EXHIBIT E

Form of IP Security Agreement

(See Attached)

28

EX-10.2

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT

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”).

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

WHEREAS, it was the intent of the Parties and Green Ballast LLC (“GBL”) that GBL agree to Section 5(i) of the Agreement; and

WHEREAS, the Parties and GBL 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 entirety and 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 December 1, 2011 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 December 1, 2011.

Green Ballast/Gemini - Amendment to APA

2.           The Company and the Seller further agree as follows:

The Seller’s notice address appearing in Section 6(d) of the Agreement shall be deleted in its entirety and replaced with the following:

If to the Seller:

c/o Gemini Strategies, LLC

619 South Vulcan, Suite 203

Encinitas, CA 92024

Attn: Steven Winters

Email: steve@geministrategies.com

Fax: (760) 697-1119

With a copy to, if any:

Peter J. Weisman, P.C.

2 Rector St., 3rd Floor

New York, NY 10006

Email: pweisman@pweisman.com

3.            The Parties and GBL agree as follows:

The reference to Section 5(l) appearing on the signature page of the Agreement shall be deleted and hereby replaced with Section 5(i).

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

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

6.           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.]

Green Ballast/Gemini - Amendment to APA

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
For purposes of Section 5(i):
GBL:
GREEN BALLAST LLC
By:	/s/ Kevin Adams
Name:	Kevin Adams
Title:	Chief Executive Officer

Green Ballast/Gemini - Amendment to APA

3

EX-10.3

SECURITY AGREEMENT

            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”).

WITNESSETH:

            WHEREAS, pursuant to that certain Asset Purchase Agreement dated on or about the date hereof between the Debtor and Gemini (the “Purchase Agreement”), the Company issued to Gemini, among other things, that certain 8% Senior Secured Convertible Note in the original principal amount of $1,800,000 (“Gemini Note”); and

            WHEREAS, GBL has invested in and advanced $3,000,000 in cash and inventory to the Company, and in connection therewith the Company issued to GBL, among other things, that certain 8% Senior Secured Note in the original principal amount of $1,800,000 (“GBL Note”, and together with the Gemini Note, the “Notes”); and

            WHEREAS, in order to induce the Secured Parties to extend the loans evidenced by the Notes, each Debtor has agreed to execute and deliver to the Secured Parties this Agreement and to grant the Secured Parties a security interest in certain property of such Debtor to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the Notes and other Transaction Documents; and

WHEREAS, the rights of each Secured Party hereunder shall be pari passu with each other Secured Party and enforced through the agent for the Secured Parties appointed pursuant to Section 18 hereunder.

            NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.           Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1.  Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the UCC (such as “account”, “chattel paper”, “commercial tort claim”, “deposit account”, “document”, “equipment”, “fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit rights”, “proceeds” and “supporting obligations”) shall have the respective meanings given such terms in Article 9 of the UCC.

(a)           “Collateral” means the collateral in which the Secured Parties are granted a security interest by this Agreement and which shall include any and all property and assets of the Debtors, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including without limitation all proceeds from the sale or transfer of the Collateral and of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Securities (as defined below), including without limitation the following:

1

(i)         All goods, including without limitation (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any Debtor’s businesses and all improvements thereto; and (B) all inventory;

(ii)        All contract rights and other general intangibles, including without limitation, all partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses, distribution and other agreements, computer software (whether “off-the-shelf”, licensed from any third party or developed by any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names, patents, patent applications, copyrights, and income tax refunds;

(iii)       All accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising, goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect to each account, including any right of stoppage in transit;

(iv)       All documents, letter-of-credit rights, instruments and chattel paper;

(v)        All commercial tort claims;

(vi)       All deposit accounts and all cash (whether or not deposited in such deposit accounts);

(vii)      All investment property;

(viii)     All supporting obligations; and

(ix)       All files, records, books of account, business papers, and computer programs, including without limitation andall files, records, books, ledger cards, correspondence, computer programs, tapes, disks, digital storage  media and related data processing software that at any time evidence or contain information relating to any of the Collateral set forth in clauses (i)-(viii) above or are otherwise necessary or helpful in the collection thereof or realization thereupon;

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(x)         the products, profits and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) above, and all payments under insurance (whether or not the Secured Party is the loss payee thereof) or under any indemnity, warranty or guaranty, payable by reason or loss or damage to, or otherwise with respect to, any of the foregoing Collateral set forth in clauses (i)-(ix) above.

Without limiting the generality of the foregoing, the “Collateral” shall include all investment property and general intangibles respecting ownership and/or other equity interests in any Guarantor, including, without limitation, the shares of capital stock and the other equity interests listed on Schedule H hereto (as the same may be modified from time to time pursuant to the terms hereof), and any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary of any Debtor obtained in the future, and, in each case, all certificates representing such shares and/or equity interests and, in each case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged for, any of the foregoing and all rights arising under or in connection with the Pledged Securities, including, but not limited to, all dividends, interest and cash.

Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided, however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset.

(b)           “Intellectual Property” and “Intellectual Property Rights” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including without limitation (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including without limitation all registrations, recordings and applications in the United States Copyright Office, (ii) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, (iii) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common law rights related thereto, (iv) all trade secrets arising under the laws of the United States, any other country or any political subdivision thereof, (v) all rights to obtain any reissues, renewals or extensions of the foregoing, (vi) all licenses for any of the foregoing, and (vii) all causes of action for infringement of the foregoing.

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(c)           “Majority in Interest” means, at any time of determination, at least 67% in interest (based on then-outstanding principal amounts of Notes at the time of such determination) of the Secured Parties.

(d)           “Necessary Endorsement” means undated stock powers endorsed in blank or other proper instruments of assignment duly executed and such other instruments or documents as the Agent (as that term is defined below) may reasonably request.

(e)           “Obligations” means all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing to, of any Debtor to the Secured Parties either (i) under this Agreement, the Notes, the other Transaction Documents and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, or (ii) related to any other liabilities or obligations associated with any indebtedness for borrowed money from any Secured Party to any Debtor, in each case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from any of the Secured Parties as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time.  Without limiting the generality of the foregoing, the term “Obligations” shall include, without limitation: (i) principal of and interest on the Notes and the loans extended pursuant thereto; (ii) any and all other fees, indemnities, costs, obligations and liabilities of the Debtors from time to time under or in connection with this Agreement, the Notes, the other Transaction Documents and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; and (iii) all amounts (including but not limited to post-petition interest) in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Debtor.

(f)           “Organizational Documents” means with respect to any Debtor, the documents by which such Debtor was organized (such as a certificate of incorporation, certificate of limited partnership or articles of organization, and including without limitation any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Debtor (such as bylaws, a partnership agreement or an operating, limited liability or members agreement).

(g)           “Pledged Securities” shall have the meaning ascribed to such term in Section 4(i).

(h)           “Transaction Documents” shall have the meaning ascribed to such term in the Purchase Agreement but shall also include the GBL Note.

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(i)           “UCC” means the Uniform Commercial Code of the State of New York and/or any other applicable law of any state or states which has jurisdiction with respect to all, or any portion of, the Collateral or this Agreement from time to time.  It is the intent of the parties that defined terms in the UCC should be construed in their broadest sense so that the term “Collateral” will be construed in its broadest sense.  Accordingly if there are, from time to time, changes to defined terms in the UCC that broaden the definitions, they are incorporated herein and if existing definitions in the UCC are broader than the amended definitions, the existing ones shall be controlling.

2.           Grant of Security Interest in Collateral. As an inducement for the Secured Parties to extend the loans as evidenced by the Notes and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, each Debtor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Parties a first priority security interest in and to, a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and nature in and to, the Collateral (a “Security Interest” and, collectively, the “Security Interests”).

3.           Delivery of Certain Collateral.  Contemporaneously or prior to the execution of this Agreement, each Debtor shall deliver or cause to be delivered to the Agent (a) any and all certificates and other instruments representing or evidencing the Pledged Securities, together with all Necessary Endorsements, and (b) any and all certificates and other instruments or documents representing any of the other Collateral, in each case, together with all Necessary Endorsements.  The Debtors are, contemporaneously with the execution hereof, delivering to the Agent, or have previously delivered to the Agent, a true and correct copy of each Organizational Document governing any of the Pledged Securities.

4.           Representations, Warranties, Covenants and Agreements of the Debtors. Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Parties as follows:

(a)           Each Debtor has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations hereunder.  The execution, delivery and performance by each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of such Debtor and no further action is required by such Debtor.  This Agreement has been duly executed by each Debtor.  This Agreement constitutes the legal, valid and binding obligation of each Debtor, enforceable against each Debtor in accordance with its terms.

(b)           The Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto.  No Debtor owns any real property.  Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor.

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(c)           Except for Permitted Liens (as defined in the Notes) and except as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral, free and clear of any liens, security interests, encumbrances, rights or claims, and are fully authorized to grant the Security Interests.  Except as set forth on Schedule B attached hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Parties pursuant to this Agreement) covering or affecting any of the Collateral.  Except as set forth on Schedule B attached hereto and except pursuant to this Agreement, as long as this Agreement shall be in effect, the Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any other financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Parties pursuant to the terms of this Agreement).

(d)           No written claim has been received that any Collateral or Debtor's use of any Collateral violates the rights of any third party. There has been no adverse decision to any Debtor's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to any Debtor's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority.

(e)           Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Parties at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interests to create in favor of the Secured Parties a valid, perfected and continuing first priority lien in all the Collateral.

(f)           This Agreement creates in favor of the Secured Parties a valid security interest in the Collateral, subject only to Permitted Liens (as defined in the Notes) securing the payment and performance of the Obligations.  Upon making the filings described in the immediately following paragraph, all security interests created hereunder in any Collateral which may be perfected by filing Uniform Commercial Code financing statements shall have been duly perfected.  Except for the filing of the Uniform Commercial Code financing statements referred to in the immediately following paragraph, the recordation of the Intellectual Property Security Agreement (as defined below) with the United States Copyright Office or the United States Patent and Trademark Office with respect to copyrights, patents and trademarks (and applications relating each of the foregoing) as described in paragraph 4(mm), the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the Debtors, and the delivery of the certificates and other instruments provided in Section 3, no further action is necessary to create, perfect or protect the security interests created hereunder.  Without limiting the generality of the foregoing, except for the execution and delivery of this Agreement by all (100%) of the Secured Parties, the filing of said financing statements, the recordation of said Intellectual Property Security Agreement, and the execution and delivery of said deposit account control agreements, no consent of any third parties and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (i) the execution, delivery and performance of this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the Collateral, or (iii) the enforcement of the rights of the Agent and the Secured Parties hereunder.

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(g)           The Debtor hereby authorizes the Agent to file one or more financing statements under the UCC, with respect to the Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it.

(h)           The execution, delivery and performance of this Agreement by the Debtor does not (i) violate any of the provisions of any Organizational Documents of the Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation applicable to the Debtor or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing the Debtor's debt or otherwise) or other understanding to which the Debtor is a party or by which any property or asset of the Debtor is bound or affected.  All required consents (including without limitation from stockholders or creditors of the Debtor) necessary for the Debtor to enter into and perform its obligations hereunder have been obtained.

(i)           The capital stock and other equity interests listed on Schedule H hereto, if any (the “Pledged Securities”), represent all of the capital stock and other equity interests of the Guarantors, and represent all capital stock and other equity interests owned, directly or indirectly, by the Company or any Guarantor.  All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement and other Permitted Liens (as defined in the Notes).

(j)           The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary.

(k)           Except for Permitted Liens (as defined in the Notes), until this Agreement and the Security Interest hereunder shall be terminated pursuant to Section 11 hereof, each Debtor shall at all times maintain in favor of the Secured Parties the liens and Security Interests provided for hereunder as valid and perfected first priority liens and security interests in all the Collateral.  Each Debtor hereby agrees to defend the same against the claims of any and all persons and entities.  Each Debtor shall safeguard and protect all Collateral for the account of the Secured Parties.  At the request of the Agent, each Debtor will sign and deliver to the Agent on behalf of the Secured Parties at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Agent to be, necessary or desirable to effect the rights and obligations provided for herein.  Without limiting the generality of the foregoing, each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and each Debtor shall obtain and furnish to the Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder.

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(l)           Except as listed on Schedule I, no Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for licenses granted by a Debtor in its ordinary course of business and sales of inventory and other unused or outdated assets by a Debtor in its ordinary course of business) without the prior written consent of all the Secured Parties.

(m)          Each Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage.

(n)          Each Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral hereafter acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost thereof.  Each Debtor shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify to the Agent, that (a) the Agent will be named as lender loss payee and additional insured under each such insurance policy; (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify the Agent and such cancellation or change shall not be effective as to the Agent for at least thirty (30) days after receipt by the Agent of such notice, unless the effect of such change is to extend or increase coverage under the policy; and (c) the Agent will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice from the insurer of such default.  If no Event of Default (as defined in the Notes) exists and if the proceeds arising out of any claim or series of related claims do not exceed $50,000, loss payments in each instance will be applied by the applicable Debtor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the applicable Debtor; provided, however, that payments received by any Debtor after an Event of Default occurs and is continuing or in excess of $50,000 for any occurrence or series of related occurrences shall be paid to the Agent on behalf of the Secured Parties and, if received by such Debtor, shall be held in trust for the Secured Parties and immediately paid over to the Agent unless otherwise directed in writing by the Agent.   Copies of such policies or the related certificates, in each case, naming the Agent as lender loss payee and additional insured shall be delivered to the Agent at least annually and at the time any new policy of insurance is issued.

(o)          Each Debtor shall promptly, but no later than ten (10) days after obtaining knowledge thereof, advise the Secured Parties, through the Agent, in sufficient detail of any change in the Collateral and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Parties’ security interest therein.

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(p)          Each Debtor shall promptly execute and deliver to the Agent such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Agent may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Parties’ security interest in the Collateral including without limitation, if applicable, the execution and delivery of a separate security agreement with respect to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Parties have been granted a security interest hereunder, substantially in a form reasonably acceptable to the Agent, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof.

(q)          Each Debtor shall permit the Agent and its representatives and agents to inspect the Collateral during normal business hours and upon reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by the Agent from time to time.

(r)           Each Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral.

(s)           Each Debtor shall promptly notify the Secured Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by such Debtor that may materially affect the value of the Collateral, the Security Interests or the rights and remedies of the Secured Parties hereunder.

(t)           All information heretofore, herein or hereafter supplied to the Secured Parties by or on behalf of any Debtor with respect to the Collateral is and will be accurate and complete in all material respects as of the date furnished.

(u)          The Debtors shall at all times preserve and keep in full force and effect their respective valid existence and good standing and any rights and franchises material to its business.

(v)           No Debtor will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Secured Parties of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.

(w)          Except in the ordinary course of business, no Debtor may consign any of its inventory or sell any of its inventory on bill and hold, sale or return, sale on approval, or other conditional terms of sale without the consent of the Agent which shall not be unreasonably withheld.

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(x)           No Debtor may relocate its chief executive office to a new location without providing 30 days prior written notification thereof to the Secured Parties and so long as, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.

(y)           Each Debtor was organized and remains organized solely under the laws of the state set forth next to such Debtor’s name in Schedule D attached hereto, which Schedule D sets forth each Debtor’s organizational identification number or, if any Debtor does not have one, states that one does not exist.

(z)           (i) The actual name of each Debtor is the name set forth in Schedule D attached hereto; (ii) no Debtor has any trade names except as set forth on Schedule E attached hereto; (iii) no Debtor has used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into any Debtor or been acquired by any Debtor within the past five years except as set forth on Schedule E.

(aa)         At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit possession by the secured party to perfect the Security Interest created hereby, the applicable Debtor shall deliver such Collateral to the Agent.

(bb)        Each Debtor, in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of the Agent regarding the Pledged Interests consistent with the terms of this Agreement without the further consent of any Debtor as contemplated by Section 8-106 (or any successor section) of the UCC.  Further, each Debtor agrees that it shall not enter into a similar agreement (or one that would confer “control” within the meaning of Article 8 of the UCC) with any other person or entity.

(cc)         Each Debtor shall cause all tangible chattel paper constituting Collateral to be delivered to the Agent, or, if such delivery is not possible, then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created by this Agreement.  To the extent that any Collateral consists of electronic chattel paper, the applicable Debtor shall cause the underlying chattel paper to be “marked” within the meaning of Section 9-105 of the UCC (or successor section thereto).

(dd)        If there is any investment property or deposit account included as Collateral that can be perfected by “control” through an account control agreement, the applicable Debtor shall, promptly upon written request of the Agent following the occurrence of an Event of Default, cause such an account control agreement, in form and substance in each case satisfactory to the Agent, to be entered into and delivered to the Agent for the benefit of the Secured Parties.

(ee)         To the extent that any Collateral consists of letter-of-credit rights, the applicable Debtor shall, promptly upon written request of the Agent following the occurrence of an Event of Default, cause the issuer of each underlying letter of credit to consent to an assignment of the proceeds thereof to the Secured Parties.

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(ff)          To the extent that any Collateral is in the possession of any third party, the applicable Debtor shall join with the Agent in notifying such third party of the Secured Parties’ security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to the Agent.

(gg)        If any Debtor shall at any time hold or acquire a commercial tort claim, such Debtor shall promptly notify the Secured Parties in a writing signed by such Debtor of the particulars thereof and grant to the Secured Parties in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Agent.

(hh)        Each Debtor shall immediately provide written notice to the Secured Parties of any and all accounts which arise out of contracts with any governmental authority and, to the extent necessary to perfect or continue the perfected status of the Security Interests in such accounts and proceeds thereof, shall execute and deliver to the Agent an assignment of claims for such accounts and cooperate with the Agent in taking any other steps required, in its judgment, under the Federal Assignment of Claims Act or any similar federal, state or local statute or rule to perfect or continue the perfected status of the Security Interests in such accounts and proceeds thereof.

(ii)           Each Debtor shall cause each subsidiary of such Debtor to immediately become a party hereto (an “Additional Debtor”), by executing and delivering an Additional Debtor Joinder in substantially the form of Annex A attached hereto and comply with the provisions hereof applicable to the Debtors.  Concurrent therewith, the Additional Debtor shall deliver replacement schedules for, or supplements to all other Schedules to (or referred to in) this Agreement, as applicable, which replacement schedules shall supersede, or supplements shall modify, the Schedules then in effect.  The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Agent may reasonably request.  Upon delivery of the foregoing to the Agent, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtors, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set forth herein as of the date of execution and delivery of such Additional Debtor Joinder, and all references herein to the “Debtors” shall be deemed to include each Additional Debtor.

(jj)           Each Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and in the Notes.

(kk)         Each Debtor shall register the pledge of the applicable Pledged Securities on the books of such Debtor.  Each Debtor shall notify each issuer of Pledged Securities to register the pledge of the applicable Pledged Securities in the name of the Secured Parties on the books of such issuer.  Further, except with respect to certificated securities delivered to the Agent, the applicable Debtor shall deliver to the Agent an acknowledgement of pledge (which, where appropriate, shall comply with the requirements of the relevant UCC with respect to perfection by registration) signed by the issuer of the applicable Pledged Securities, which acknowledgement shall confirm that: (a) it has registered the pledge on its books and records; and (b) at any time directed by the Agent during the continuation of an Event of Default, such issuer will transfer the record ownership of such Pledged Securities into the name of any designee of the Agent, will take such steps as may be necessary to effect the transfer, and will comply with all other instructions of the Agent regarding such Pledged Securities without the further consent of the applicable Debtor.

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(ll)           In the event that, upon an occurrence of an Event of Default, the Agent shall sell all or any of the Pledged Securities to another party or parties (herein called the “Transferee”) or shall purchase or retain all or any of the Pledged Securities, each Debtor shall, to the extent applicable: (i) deliver to the Agent or the Transferee, as the case may be, the articles of incorporation, bylaws, minute books, stock certificate books, corporate seals, deeds, leases, indentures, agreements, evidences of indebtedness, books of account, financial records and all other Organizational Documents and records of the Debtors and their direct and indirect subsidiaries; (ii) use its best efforts to obtain resignations of the persons then serving as officers and directors of the Debtors and their direct and indirect subsidiaries, if so requested; and (iii) use its best efforts to obtain any approvals that are required by any governmental or regulatory body in order to permit the sale of the Pledged Securities to the Transferee or the purchase or retention of the Pledged Securities by the Agent and allow the Transferee or the Agent to continue the business of the Debtors and their direct and indirect subsidiaries.

(mm)       Without limiting the generality of the other obligations of the Debtors hereunder, each Debtor shall promptly (i) cause to be registered at the United States Copyright Office all of its material copyrights, (ii) cause the security interest contemplated hereby with respect to all Intellectual Property registered at the United States Copyright Office or United States Patent and Trademark Office to be duly recorded at the applicable office, and (iii) give the Agent notice whenever it acquires (whether absolutely or by license) or creates any additional material Intellectual Property.

(nn)        Each Debtor will from time to time, at the joint and several expense of the Debtors, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Parties to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

(oo)        Schedule F attached hereto lists all of the patents, patent applications, trademarks, trademark applications, registered copyrights, and domain names owned by any of the Debtors as of the date hereof.  Schedule F lists all material licenses in favor of any Debtor for the use of any patents, trademarks, copyrights and domain names as of the date hereof.  All material patents and trademarks of the Debtors have been duly recorded at the United States Patent and Trademark Office and all material copyrights of the Debtors have been duly recorded at the United States Copyright Office.

(pp)        Except as set forth on Schedule G attached hereto, none of the account debtors or other persons or entities obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or any similar federal, state or local statute or rule in respect of such Collateral.

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5.            Effect of Pledge on Certain Rights.If any of the Collateral subject to this Agreement consists of nonvoting equity or ownership interests (regardless of class, designation, preference or rights) that may be converted into voting equity or ownership interests upon the occurrence of certain events (including without limitation upon the transfer of all or any of the other stock or assets of the issuer), it is agreed that the pledge of such equity or ownership interests pursuant to this Agreement or the enforcement of any of the Agent’s rights hereunder shall not be deemed to be the type of event which would trigger such conversion rights notwithstanding any provisions in the Organizational Documents or agreements to which any Debtor is subject or to which any Debtor is party.

6.            Defaults. The following events shall be “Events of Default”:

(a)           The occurrence of an Event of Default (as defined in the Notes) under the Notes;

(b)           Any representation or warranty of any Debtor in this Agreement shall prove to have been incorrect in any material respect when made;

(c)           The failure by any Debtor to observe or perform any of its obligations hereunder for five (5) business days after delivery to such Debtor of notice of such failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within such time frame and such Debtor is using best efforts to cure same in a timely fashion; or

(d)           If any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by any Debtor, or a proceeding shall be commenced by any Debtor, or by any governmental authority having jurisdiction over any Debtor, seeking to establish the invalidity or unenforceability thereof, or any Debtor shall deny that any Debtor has any liability or obligation purported to be created under this Agreement.

7.            Duty to Hold in Trust.

(a)           Upon the occurrence of any Event of Default and at any time thereafter, each Debtor shall, upon receipt of any revenue, income, dividend, interest or other sums subject to the Security Interests, whether payable pursuant to the Notes or otherwise, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Parties and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Parties, pro-rata in proportion to their respective then-currently outstanding principal amount of Notes for application to the satisfaction of the Obligations.

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(b)           If any Debtor shall become entitled to receive or shall receive any securities or other property (including without limitation shares of Pledged Securities or instruments representing Pledged Securities acquired after the date hereof, or any options, warrants, rights or other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization, reclassification or increase or reduction of capital, or issued in connection with any reorganization of such Debtor or any of its direct or indirect subsidiaries) in respect of the Pledged Securities (whether as an addition to, in substitution of, or in exchange for, such Pledged Securities or otherwise), such Debtor agrees to (i) accept the same as the agent of the Secured Parties; (ii) hold the same in trust on behalf of and for the benefit of the Secured Parties; and (iii) deliver any and all certificates or instruments evidencing the same to the Agent on or before the close of business on the fifth business day following the receipt thereof by such Debtor, in the exact form received together with the Necessary Endorsements, to be held by the Agent subject to the terms of this Agreement as Collateral.

8.            Rights and Remedies Upon Default.

(a)           Upon the occurrence of any Event of Default and at any time thereafter, the Secured Parties, acting through the Agent, shall have the right to exercise all of the remedies conferred hereunder and under the Notes and other Transaction Documents, and the Secured Parties, acting through the Agent, shall have all the rights and remedies of a secured party under the UCC.  Without limitation, the Agent, for the benefit of the Secured Parties, shall have the following rights and powers:

(i)         The Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and each Debtor shall assemble the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at such Debtor's premises or elsewhere, and make available to the Agent, without rent, all of such Debtor’s respective premises and facilities for the purpose of the Agent taking possession of, removing or putting the Collateral in saleable or disposable form.

(ii)        Upon notice to the Debtors by the Agent, all rights of each Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and all rights of each Debtor to receive the dividends and interest which it would otherwise be authorized to receive and retain, shall cease.  Upon such notice, the Agent shall have the right to receive, for the benefit of the Secured Parties, any interest, cash dividends or other payments on the Collateral and, at the option of the Agent, to exercise in such Agent’s discretion all voting rights pertaining thereto.  Without limiting the generality of the foregoing, the Agent shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as it were the sole and absolute owner thereof, including without limitation to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral or any Debtor or any of its direct or indirect subsidiaries.

(iii)       The Agent shall have the right to operate the business of each Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Agent may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to any Debtor or right of redemption of a Debtor, which are hereby expressly waived.  Upon each such sale, lease, assignment or other transfer of Collateral, the Agent, for the benefit of the Secured Parties, may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of any Debtor, which are hereby waived and released.

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(iv)       The Agent shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or accounts to make payments directly to the Agent, on behalf of the Secured Parties, and to enforce the Debtors’ rights against such account debtors and obligors.

(v)        The Agent, for the benefit of the Secured Parties, may (but is not obligated to) direct any financial intermediary or any other person or entity holding any investment property to transfer the same to the Agent, on behalf of the Secured Parties, or its designee.

(vi)       The Agent may (but is not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor at the United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Parties or any designee or any purchaser of any Collateral.

(b)           The Agent shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.  The Agent may sell the Collateral without giving any warranties and may specifically disclaim such warranties.  If the Agent sells any of the Collateral on credit, the Debtors will only be credited with payments actually made by the purchaser.  In addition, each Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Agent’s rights and remedies hereunder, including without limitation the Agent’s right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.

(c)           For the purpose of enabling the Agent to further exercise rights and remedies under this Section 8 or elsewhere provided by agreement or applicable law, each Debtor hereby grants to the Agent, for the benefit of the Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Debtor) to use, license or sublicense following an Event of Default, any Intellectual Property now owned or hereafter acquired by such Debtor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

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9.            Inter Secured Party Rights; Transaction/Applications of Proceeds.

(a)           All Obligations owed to the Secured Parties shall rank in the order of priority pari passu and pro-rata in proportion to each Secured Party’s outstanding principal amount of Notes at any given time that a determination needs to be made of pro-rata holdings.If an Event of Default occurs and any party hereto collects proceeds pursuant to its rights under any Obligations, the Agent shall be immediately notified and such payment shall be shared with all of the other Secured Parties as set forth above. Notwithstanding anything to the contrary contained in the Purchase Agreement or any document executed in connection with the Obligations and irrespective of: (i) the time, order or method of attachment or perfection of the security interests created in favor of Secured Parties; (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) anything contained in any filing or agreement to which any Secured Party now or hereafter may be a party; and (iv) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, each of the Secured Parties acknowledges that (x) all other Secured Parties have a valid security interest in the Collateral and (y) the security interests of the Secured Parties in any Collateral pursuant to any outstanding Obligations shall be pari passu with each other and enforced pursuant to the terms of this Agreement through the Agent. Each Secured Party, severally and not jointly with the other Secured Parties, shall indemnify, defend, and hold harmless the other Secured Parties against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable professional and attorneys’ fees, including those arising from settlement negotiations, that the other Secured Parties shall incur or suffer, which arise, result from, or relate to a breach of, or failure by such Secured Party to perform under this Agreement.

(b)           Notwithstanding anything contained in this Agreement, in the event that any Debtor obtains purchase order non-convertible (nor otherwise equity-linked) debt financing in which a third party lender advances funds solely for financing the manufacture, production and/or purchase of inventory pursuant to purchase orders previously received by the Company, repayment of which is (i) secured solely by such inventory manufactured, produced or purchased and accounts receivables from the sales thereof and (ii) due promptly following such sales, then each Secured Party agrees that it will permit such third party lender to have a first priority lien on such purchase order inventory and such purchase order accounts receivables, and, to the extent reasonably requested by the Company, will enter into an intercreditor agreement with such lender, on terms and conditions reasonably acceptable to the Agent (and which agreement may be executed by the Agent on its behalf), provided that the Debtors shall pay the Secured Parties’ and/or Agent’s actual out-of-pocket expenses incurred in connection therewith.

(c)           The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including without limitation any taxes, fees and other costs incurred in connection therewith) of the Collateral, then to the reasonable attorneys’ fees and expenses incurred by the Agent in enforcing the Secured Parties’ rights hereunder and in connection with collecting, storing and disposing of the Collateral, then to satisfaction of the Obligations pro rata among the Secured Parties (based on then-outstanding principal amounts of Notes at the time of any such determination), and then to the payment of any other amounts required by applicable law.  If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled, the Debtors will be liable for the deficiency, together with interest thereon, at the rate of 24% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Parties to collect such deficiency.  To the extent permitted by applicable law, each Debtor waives all claims, damages and demands against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

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10.          Securities Law Provision.  Each Debtor recognizes that the Agent may be limited in its ability to effect a sale to the public of all or part of the Pledged Securities by reason of certain prohibitions in the Securities Act of 1933, as amended, or other federal or state securities laws (collectively, the “Securities Laws”), and may be compelled to resort to one or more sales to a restricted group of purchasers who may be required to agree to acquire the Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof.  Each Debtor agrees that sales so made may be at prices and on terms less favorable than if the Pledged Securities were sold to the public and that the Agent has no obligation to delay the sale of any Pledged Securities for the period of time necessary to register the Pledged Securities for sale to the public under the Securities Laws.  Each Debtor shall cooperate with the Agent in its attempt to satisfy any requirements under the Securities Laws (including without limitation registration thereunder if requested by the Agent) applicable to the sale of the Pledged Securities by the Agent.

11.          Costs and Expenses. Each Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with any filing required hereunder, including without limitation any financing statements pursuant to the UCC, continuation statements, partial releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Agent.  The Debtors shall also pay all other claims and charges which in the reasonable opinion of the Agent are reasonably likely to prejudice, imperil or otherwise affect the Collateral or the Security Interests therein.  The Debtors will also, upon demand, pay to the Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Agent, for the benefit of the Secured Parties, may incur in connection with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Parties under the Notes.  Until so paid, any fees payable hereunder shall be added to the principal amount of the Notes and shall bear interest at the Default Rate.

12.          Responsibility for Collateral. The Debtors assume all liabilities and responsibility in connection with all Collateral, and the Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability for any reason.  Without limiting the generality of the foregoing, (a) neither the Agent nor any Secured Party (i) has any duty (either before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating to the Collateral, or (ii) has any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor shall remain obligated and liable under each contract or agreement included in the Collateral to be observed or performed by such Debtor thereunder.  Neither the Agent nor any Secured Party shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Agent or any Secured Party of any payment relating to any of the Collateral, nor shall the Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent or any Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent or any Secured Party may be entitled at any time or times.

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13.          Security Interests Absolute. All rights of the Secured Parties and all obligations of the Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, any other Transaction Documents or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, any other Transaction Documents or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interests granted hereby.  Until the Obligations shall have been paid and performed in full, the rights of the Secured Parties shall continue even if the Obligations are barred for any reason, including without limitation the running of the statute of limitations or bankruptcy.  Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance.  In the event that at any time any transfer of any Collateral or any payment received by the Secured Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Parties, then, in any such event, each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof.  Each Debtor waives all right to require the Secured Parties to proceed against any other person or entity or to apply any Collateral which the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy.  Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

14.          Term of Agreement. This Agreement and the Security Interests shall terminate, automatically and without any action on the part of the Agent or Secured Parties, on the date on which all payments under the Notes have been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all indemnities of the parties hereto contained in this Agreement (including without limitation Annex B hereto) shall survive and remain operative and in full force and effect regardless of the termination of this Agreement.  The Agent and Secured Parties shall, at Debtor’s request and expense, take any and all action required to discharge any and all security interests and release to Debtor any and all Collateral in the Agent’s or Secured Parties’ possession or control.  The Secured Parties hereby agree that the Debtor shall have the right to take all necessary action to cause the termination and release of all security interests granted hereunder upon termination of this Agreement.

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15.          Power of Attorney; Further Assurances.

(a)           Each Debtor authorizes the Agent, and does hereby make, constitute and appoint the Agent and its officers, agents, successors or assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in the name of the Agent or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent; (ii) sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) demand, collect, receive, compromise, settle and sue for monies due in respect of the Collateral; (v) transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent, and at the expense of the Debtors, at any time, or from time to time, execute and deliver any and all documents and instruments and do all acts and things which the Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement, the Notes and other Transaction Documents all as fully and effectually as the Debtors might or could do; and each Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof.  This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.  The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party.  Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

(b)           On a continuing basis, each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including without limitation the jurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Agent, to perfect the Security Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Agent the grant or perfection of a perfected security interest in all the Collateral under the UCC.

(c)           Each Debtor hereby irrevocably appoints the Agent as such Debtor’s attorney-in-fact, with full authority in the place and instead of such Debtor and in the name of such Debtor, from time to time in the Agent’s discretion, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Agent.  This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement.

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16.          Notices. All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the Purchase Agreement.

17.         Other Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Agent shall have the right, in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of the Secured Parties’ rights and remedies hereunder.

18.          Appointment of Agent.  The Secured Parties hereby appoint Gemini Strategies, LLC or its appointed agent to act as their agent (“Gemini” or “Agent”) for purposes of exercising any and all rights and remedies of the Secured Parties hereunder. Such appointment shall continue until revoked in writing by a Majority in Interest, at which time a Majority in Interest shall appoint a new Agent.  The Agent shall have the rights, responsibilities and immunities set forth in Annex B hereto.

19.          Miscellaneous.

(a)           No course of dealing between the Debtors and the Secured Parties, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties, any right, power or privilege hereunder or under the Notes shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(b)           All of the rights and remedies of the Secured Parties with respect to the Collateral, whether established hereby or by the Notes or by any other agreements, instruments or documents or by law, shall be cumulative and may be exercised singly or concurrently.

(c)           This Agreement, together with the exhibits and schedules hereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into this Agreement and the exhibits and schedules hereto.  No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Debtors and a Majority in Interest or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that no amendment affecting the Collateral or the security interest granted herein may be effected without the prior written consent of all the Secured Parties.

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(d)           If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(e)           No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

(f)           This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.  The Company and any Guarantors may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Secured Party (other than by merger).  Any Secured Party may assign any or all of its rights under this Agreement to any Person to whom such Secured Party assigns or transfers any Securities, provided such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of this Agreement that apply to the “Secured Parties.”

(g)           Each party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order to carry out the provisions and purposes of this Agreement.

(h)           All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each Debtor agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and the Notes (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each Debtor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court or that such proceeding is improper.  Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.  If any party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such proceeding.

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(i)           This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement.  In the event that any signature is delivered by facsimile transmission ore-mail transmission, such signature shall create a valid binding obligation of the party executing the same (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature were the original thereof.

(j)           All Debtors (including without limitation any Additional Debtor joined hereto) shall be jointly and severally be liable for the obligations of each Debtor to the Secured Parties hereunder.

(k)           Each Debtor shall indemnify, reimburse and hold harmless the Agent and the Secured Parties and their respective partners, members, shareholders, officers, directors, employees and agents (and any other persons with other titles that have similar functions) (collectively, “Indemnitees”) from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and expenses, of any kind or nature, (including fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee in any way related to or arising from or alleged to arise from this Agreement or the Collateral, except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses which result from any violation of the terms or provisions of this Agreement or the agreements underlying the Obligations or the negligence or willful misconduct of the Indemnitee.  This indemnification provision is in addition to, and not in limitation of, any other indemnification provision in the Notes, the Purchase Agreement or any other agreement, instrument or other document executed or delivered in connection herewith or therewith.

(l)           Nothing in this Agreement shall be construed to subject the Agent or any Secured Party to liability as a partner or member in or of any Debtor or any of its direct or indirect subsidiaries, nor shall the Agent or any Secured Party be deemed to have assumed any obligations under any partnership agreement or limited liability company agreement, as applicable, of any such Debtor or any of its direct or indirect subsidiaries or otherwise, unless and until any such Secured Party exercises its right to be substituted for such Debtor as a partner or member, as applicable, pursuant hereto.

(m)           To the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent, approval or action of any partner or member, as applicable, of any Debtor or any direct or indirect subsidiary of any Debtor or compliance with any provisions of any of the Organizational Documents, the Debtors hereby grant such consent and approval and waive any such noncompliance with the terms of said documents.

[SIGNATURE PAGES FOLLOW]

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 IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed on the day and year first above written.

GREEN BALLAST, INC.
By:	/s/ Kevin Adams
	Name: Kevin Adams
	Title:   Chief Executive Officer

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

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[SIGNATURE PAGE OF HOLDERS TO GBI SECURITY AGREEMENT]

GEMINI MASTER FUND, LTD.

By: GEMINI STRATEGIES, LLC, as investment manager

By:	/s/ Steven Winters
Name:  Steven Winters
Title:  Managing Member

GREEN BALLAST LLC
By:	/s/ Kevin Adams
Name:  Kevin Adams
Title:    Chief Executive Officer

GEMINI STRATEGIES, LLC, as Agent
By:	/s/ Steven Winters
Name:  Steven Winters
Title:  Managing Member

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SCHEDULE A

Principal Place of Business of Debtors:

The Debtors’ books of account and records are kept at 2620 Thousand Oaks Blvd., Suite 4000

Memphis, Tennessee 38118

Locations Where Collateral is Located or Stored:

2620 Thousand Oaks Blvd., Suite 4000, Memphis, Tennessee 38118

SCHEDULE B

Exceptions

None

SCHEDULE C

Recording Jurisdictions

Debtor	Filing Jurisdiction
Green Ballast, Inc.	Delaware

SCHEDULE D

Legal Names, Organizational Jurisdictions and Identification Numbers

Name	Jurisdiction	ID Number	Address
Green Ballast, Inc.	Delaware		2620 Thousand Oaks Blvd.
			Suite 4000
			Memphis, TN 38118

SCHEDULE E

Names; Mergers and Acquisitions

None

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SCHEDULE F

Intellectual Property

Patent – Issued
Description	Number
Method and Apparatus for dimming Control of electronic ballasts	6,969,955

Patent Application – Pending
Description	Number
ENERGY EFFICIENT LIGHTING SYSTEM	61/331,379

Trademark
Description	Number
The Future of Florescent Lighting	3,001,415

SCHEDULE G

Government Account Debtors

NONE

SCHEDULE H

Pledged Securities

None

SCHEDULE I

Permitted Licenses and Dispositions

Inventory, ordinary course of business

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ANNEX A

to

SECURITY AGREEMENT

FORM OF ADDITIONAL DEBTOR JOINDER

Security Agreement dated as of April 15, 2011 made by

Green Ballast, Inc.

and its subsidiaries party thereto from time to time, as Debtors

to and in favor of

the Secured Parties identified therein (the “Security Agreement”)

           Reference is made to the Security Agreement as defined above; capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in, or by reference in, the Security Agreement.

           The undersigned hereby agrees that upon delivery of this Additional Debtor Joinder to the Secured Parties referred to above (or the Agent on their behalf), the undersigned shall (a) be an Additional Debtor under the Security Agreement, (b) have all the rights and obligations of the Debtors under the Security Agreement as fully and to the same extent as if the undersigned was an original signatory thereto, and (c) be deemed to have made the representations and warranties set forth therein as of the date of execution and delivery of this Additional Debtor Joinder.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL OWNED BY IT AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN.

           Attached hereto are supplemental and/or replacement Schedules to the Security Agreement, as applicable.  An executed copy of this Joinder shall be delivered to the Secured Parties (or the Agent on their behalf), and the Secured Parties may rely on the matters set forth herein on or after the date hereof.  This Joinder shall not be modified, amended or terminated without the prior written consent of the Secured Parties.

           IN WITNESS WHEREOF, the undersigned has caused this Joinder to be executed in the name and on behalf of the undersigned.

[Name of Additional Debtor]

By:

Name:

Title:

Address:

Dated:

ANNEX B

to

SECURITY AGREEMENT

THE AGENT

1.  Appointment.The Secured Parties (all capitalized terms used herein and not otherwise defined shall have the respective meanings provided in the Security Agreement to which this Annex B is attached (the "Agreement")), by their acceptance of the benefits of the Agreement, hereby designate Gemini Strategies, LLC (“Gemini” or “Agent”) as the Agent to act as specified herein and in the Agreement.  Each Secured Party shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of the Agreement and any other Transaction Document (as such term is defined in the Notes) and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto.  The Agent may perform any of its duties hereunder by or through its agents or employees.

2. Nature of Duties.  The Agent shall have no duties or responsibilities except those expressly set forth in the Agreement.  Neither the Agent nor any of its partners, members, shareholders, officers, directors, employees or agents shall be liable for any action taken or omitted by it as such under the Agreement or hereunder or in connection herewith or therewith, be responsible for the consequence of any oversight or error of judgment or answerable for any loss, unless caused solely by its or their gross negligence or willful misconduct as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.  The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of the Agreement or any other Transaction Document a fiduciary relationship in respect of any Debtor or any Secured Party; and nothing in the Agreement or any other Transaction Document, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of the Agreement or any other Transaction Document except as expressly set forth herein and therein.

3. Lack of Reliance on the Agent.  Independently and without reliance upon the Agent, each Secured Party, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Company and its subsidiaries in connection with such Secured Party’s investment in the Debtors, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter.  The Agent shall not be responsible to the Debtors or any Secured Party for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith, or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of the Agreement or any other Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documents.

4. Certain Rights of the Agent.  The Agent shall have the right to take any action with respect to the Collateral, on behalf of all of the Secured Parties.  To the extent practical, the Agent shall request instructions from the Secured Parties with respect to any material act or action (including failure to act) in connection with the Agreement or any other Transaction Document, and shall be entitled to act or refrain from acting in accordance with the instructions of Secured Parties holding a majority in principal amount of Notes (based on then-outstanding principal amounts of Notes at the time of any such determination); if such instructions are not provided despite the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled to appropriate indemnification from the Secured Parties in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any person or entity by reason of so refraining.  Without limiting the foregoing, (a) no Secured Party shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the Agreement or any other Transaction Document, and the Debtors shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoing, and (b) the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement, the Transaction Documents or applicable law.

5.  Reliance.  The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to the Agreement and the other Transaction Documents and its duties thereunder, upon advice of counsel selected by it, and upon all other matters pertaining to this Agreement and the other Transaction Documents and its duties thereunder, upon advice of other experts selected by it.  Anything to the contrary notwithstanding, the Agent shall have no obligation whatsoever to any Secured Party to assure that the Collateral exists or is owned by the Debtors or is cared for, protected or insured or that the liens granted pursuant to the Agreement have been properly or sufficiently or lawfully created, perfected, or enforced or are entitled to any particular priority.

6.  Indemnification.  To the extent that the Agent is not reimbursed and indemnified by the Debtors, the Secured Parties will jointly and severally reimburse and indemnify the Agent, in proportion to their initially purchased respective principal amounts of Notes, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or under the Agreement or any other Transaction Document, or in any way relating to or arising out of the Agreement or any other Transaction Document except for those determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction to have resulted solely from the Agent's own gross negligence or willful misconduct.  Prior to taking any action hereunder as Agent, the Agent may require each Secured Party to deposit with it sufficient sums as it determines in good faith is necessary to protect the Agent for costs and expenses associated with taking such action.

7.  Resignation by the Agent.

(a)           The Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving 30 days' prior written notice (as provided in the Agreement) to the Debtors and the Secured Parties.  Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below.

(b)           Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, shall appoint a successor Agent hereunder.

(c)           If a successor Agent shall not have been so appointed within said 30-day period, the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent as provided above.  If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by the Debtors on demand.

(d)           Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under the Agreement.  After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent.

8.  Rights with respect to Collateral.  Each Secured Party agrees with all other Secured Parties and the Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents.

EX-10.4

INTELLECTUAL PROPERTY SECURITY AGREEMENT

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.

WITNESSETH:

WHEREAS, pursuant to that certain Asset Purchase Agreement dated on or about the date hereof between the Debtor and Gemini Master Fund, Ltd. (the “Purchase Agreement”), the Company issued to Gemini, among other things, that certain 8% Senior Secured Convertible Note in the original principal amount of $1,800,000 (“Gemini Note”); and

WHEREAS, GBL has invested in and advanced $3,000,000 in cash and inventory to the Company, and in connection therewith the Company issued to GBL, among other things, that certain 8% Senior Secured Note in the original principal amount of $1,800,000 (“GBL Note”, and together with the Gemini Note, the “Notes”); and

WHEREAS, in order to induce the Lenders to extend the loans evidenced by the Notes, the Grantor has agreed to execute and deliver to the Lenders this Agreement and to grant the Lenders a security interest in certain property of the Grantor to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the Notes and other Transaction Documents; and

WHEREAS, contemporaneously herewith the Grantor is entering into a Security Agreement (“Security Agreement”), pursuant to which the Grantor has granted a security interest in its assets and properties to secure the satisfaction of the Company’s obligations under the Notes, among other things; and

WHEREAS, the Grantor is obligated under the Security Agreement to take such further actions as the collateral Agent (as defined therein) requests to further perfect the Lenders’ security interest granted under the Security Agreement, including without limitation with respect to intellectual property.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows:

DEFINED TERMS.

(a)           Certain Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:

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           “Copyrights” means copyrights and copyright registrations, including without limitation the copyright registrations and recordings listed on Schedule I attached hereto, if any, and (i) all reissues, continuations, extensions or renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, subject to payment to any co-owner of its, his or her share thereof, including without limitation payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iii) the right to sue for past, present and future infringements thereof, and (iv) all of the Grantor’s rights corresponding thereto throughout the world.

“Intellectual Property Licenses” means rights under or interest in any Patent, Trademark, Copyright or other intellectual property under a license agreement, whether verbal or in writing, regardless of whether Debtor is a licensee or licensor under any such license agreement, including without limitation all the intellectual property licenses listed on Schedule I attached hereto, if any, and also including without limitation software license agreements with any other party, and  also including all of the Debtor’s rights corresponding to Debtor’s Intellectual Property Licenses throughout the world.

“Patents” means patents and patent applications, including without limitation the patents and patent applications listed on Schedule I hereto and all continuations, divisionals, provisionals, continuations in part, or reissues of applications related to patents thereon, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, subject to payment to any co-owner or inventor of its, his or her share thereof, including without limitation payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements thereof, and (iv) all of the Grantor’s rights corresponding thereto throughout the world.

“Trademarks” means trademarks, trade names, trade styles, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, including without limitation the registered trademarks listed on Schedule I hereto, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, subject to payment to any co-owner of its, his or her share thereof, including without limitation payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof, (iv) the goodwill of the Grantor’s business symbolized by the foregoing and connected therewith, and (v) all of the Grantor’s rights corresponding thereto throughout the world.

(b)           Terms Defined in the Purchase Agreement.  Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement.

2.           GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL.  Grantor hereby grants to the Agent, as collateral agent for the Lenders, a continuing and perfected first priority security interest (as set forth in the Security Agreement) in all of Grantor’s right, title and interest in, to and under all of Grantor’s Intellectual Property (as defined in the Security Agreement), including without limitation the following, whether presently existing or hereafter created or acquired (collectively, the “Intellectual Property Collateral”):

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(a)           all of Grantor’s Patents and Grantor’s rights under all Patent Intellectual Property Licenses to which it is a party, including those patents referred to on Schedule I hereto, including:

(i) all registrations and applications in respect of the foregoing, including continuations, divisionals, provisionals, continuations in part, or reissues of applications and patents issuing thereon; and

(ii) all products and proceeds of the foregoing, including without limitation any claim by Grantor against third parties for past, present or future infringement of any Patent or any Patent licensed under any Intellectual Property License; and

(b)           all of Grantor’s Trademarks and Grantor’s rights under all Trademark Intellectual Property Licenses to which it is a party, including those trademarks referred to on Schedule I hereto, including:

(i) all registrations, applications, and renewals in respect of the foregoing;

(ii) all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark licensed under an Intellectual Property License; and

(iii) all products and proceeds of the foregoing, including without limitation any claim by Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademark licensed under any Intellectual Property License or (ii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Intellectual Property License; and

(c)           all of Grantor’s Copyrights and Grantor’s rights under all Copyright Intellectual Property Licenses to which it is a party, including those referred to on Schedule I hereto, including:

(i) all registrations, applications, and renewals in respect of the foregoing; and

(ii) all products and proceeds of the foregoing, including without limitation any claim by Grantor against third parties for past, present or future infringement of any Copyright or any Copyright licensed under any Intellectual Property License.

 

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3.           SECURITY AGREEMENT.  The security interests granted pursuant to this Agreement are granted in conjunction with the security interests granted to Lenders pursuant to the Security Agreement.  Grantor hereby acknowledges and affirms that the rights and remedies of Lenders with respect to the security interest in the Intellectual Property Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

4.           AUTHORIZATION TO SUPPLEMENT.  If Grantor shall obtain rights to any new Intellectual Property (as defined in the Security Agreement), the provisions of this Agreement shall automatically apply thereto.  Grantor shall give Lenders prompt written notice with respect to any such new Intellectual Property.  Grantor represents that Schedule I is substantially accurate and complete but reserves the right from time to time to correct inaccuracies and/or omissions by giving Lenders written notice thereof.  Without limiting Grantor’s obligations under this Section 4, Grantor hereby authorizes the Agent and Lenders unilaterally to modify this Agreement by amending Schedule I to include any such corrections and other modifications and any such new Intellectual Property of Grantor.  Notwithstanding the foregoing, no failure to so modify this Agreement or amend Schedule I shall in any way affect, invalidate or detract from Lenders’ continuing security interest in all Intellectual Property Collateral, whether or not listed on Schedule I.

5.           COUNTERPARTS.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.  In proving this Agreement in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.  Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

6.           GOVERNING LAW; JURISDICTION.  This Agreement shall be governed by and construed under the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City and County of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

7.           SUCCESSORS AND ASSIGNS.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.  A Lender may assign its rights hereunder in connection with any private sale or transfer of its Notes, in which case the term “Lender” shall be deemed to refer to such transferee as though such transferee were an original signatory hereto.  Grantor may not assign its rights or obligations under this Agreement.

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IN WITNESS WHEREOF, the Grantor has caused this Intellectual Property Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

GREEN BALLAST, INC.
By:	/s/ Kevin Adams
Name:  Kevin Adams
Title:    Chief Executive Officer

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SCHEDULE I

to

INTELLECTUAL PROPERTY SECURITY AGREEMENT

Intellectual Property

Patent – Issued
Description	Number
Method and Apparatus for dimming Control of electronic ballasts	6,969,955

Patent Application – Pending
Description	Number
ENERGY EFFICIENT LIGHTING SYSTEM	61/331,379

Trademark
Description	Number
The Future of Florescent Lighting	3,001,415

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EX-10.5

GREEN BALLAST EMPLOYMENT AGREEMENT

(ADAMS)

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”).

WITNESSETH:

WHEREAS, the Company desires to employ the Executive to serve as the Chief Executive Officer or “CEO” for the Company;

WHEREAS, the Company and the Executive each deem it necessary and desirable to execute a written document setting forth the terms and conditions of said relationship; and

WHEREAS, to the extent this Agreement provides for any “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Agreement will be administered in compliance with Section 409A of the Code and the regulations promulgated thereunder.

NOW, THEREFORE, in consideration of the premises and mutual obligations hereinafter set forth, the parties agree as follows:

1.           Definitions.  For purposes of this Agreement, the following terms shall have the following definitions:

“2011 Plan” means the Company’s 2011 Restricted Stock Plan.

“Agreement” has the meaning set forth in the preamble above.

“Arbitrators” means the arbitrators selected to conduct any arbitration proceeding in connection with any disputes arising out of or relating to this Agreement.

“Award Agreement” means any agreement between the Executive and the Company granting the Executive Options or Restricted Stock.

“Base Salary” means the annual salary to be paid to the Executive as set forth in Section ‎4(a) of this Agreement.

“Benefit Plans” has the meaning set forth in Section ‎4(b) of this Agreement.

“Board” means the Board of Directors of the Company.

“Change of Control” shall have the meaning set forth in the 2011 Plan.

“Code” has the meaning set forth in the recitals above.

“Company” has the meaning set forth in the preamble above.

“Company Shares” means shares of common stock of the Company or any securities of a successor company which shall have replaced such common stock.

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“Compensation Committee” means the compensation committee of the Board.

“Confidentiality Agreement” means that certain Non-Disclosure and Proprietary Rights Agreement between the Company and the Executive in substantially the form attached hereto as Exhibit A.

“Effective Date” has the meaning set forth in the preamble above.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Executive” has the meaning set forth in the preamble above.

“GBL” means Green Ballast, LLC, a Tennessee limited liability company.

“Non-Compete Agreement” means that certain Non-Compete Agreement between the Company and the Executive in substantially the form attached hereto as Exhibit B.

“Option(s)” means (i) any option issued to the Executive pursuant to the 2011 Plan or any other incentive plan adopted by the Company, (ii) other than options described in the preceding clause (i), any option issued to the Executive by the Company to purchase Company Shares, or (iii) any option granted under the plan of any successor company that replaces or assumes the Company’s options.

“Permanent Disability” means the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Company.  Medical determination of Permanent Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of the Company provided that the definition of “disability” applied under such disability insurance program complies with the requirements of the preceding sentence.  Upon the request of the Company, the Executive must submit proof to the Company of the Social Security Administration’s or the provider’s determination.

“Restricted Stock” means (i) any restricted Company Shares issued to the Executive pursuant to the 2011 Plan or any other incentive plan adopted by the Company, or (ii) any restricted stock granted under the plan of any successor company that replaces or assumes the Company’s restricted stock awards.

“Term” has the meaning assigned to it in Section ‎3(a) of this Agreement.

“Termination Date” means the date on which the employment of the Executive is terminated, which date shall be (i) in the case of the Executive’s death, the date of death, (ii) in the case of the Executive’s Permanent Disability, thirty (30) days after a Termination Notice is given, provided the Executive does not return to the full-time performance of his duties within such thirty (30) day period, (iii) in the case of a Termination Upon Expiration, the date upon which the Term expires, (iv) in the case of a Termination With Cause, the date specified in the Termination Notice, or (v) in all other instances, the date specified as the Termination Date in the Termination Notice, which date shall not be less than ninety (90) days from the date the Termination Notice is given.

“Termination Notice” means a written notice of termination of employment by the Executive or the Company.

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“Termination of Employment” means the termination of the Executive’s employment with the Company for reasons other than death or Permanent Disability.  Whether a Termination of Employment takes place is determined based on the facts and circumstances surrounding the termination of the Executive’s employment and whether the Company and the Executive intended for the Executive to provide significant services for the Company following such termination.  A change in the Executive’s employment status will not be considered a Termination of Employment if the Executive continues to provide services as an employee of the Company or in any other capacity at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period).

“Termination Upon Expiration” means the termination of the Executive’s employment upon the full expiration of the Term, including the full expiration of any extension thereof, following: (i) the Company’s notice to the Executive of the Company’s election to not extend the Term; or (ii) the Executive’s notice to the Company of the Executive’s election to not extend the Term, in each case as provided in Section ‎3(a) of this Agreement.

“Termination With Cause” means the termination of the Executive’s employment by the Company for any of the following reasons: (i) the Executive’s gross negligence or willful misconduct in the performance of the Executive’s duties where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company; (ii) the material violation by the Executive of any federal or state law or regulation or the Company’s compliance program in the performance of the Executive’s duties; (iii) the Executive’s breach of the Non-Compete Agreement; (iv) the Executive’s material breach of the Confidentiality Agreement; (v) the Executive’s commission of any act of fraud with respect to the Company; (vi) the Executive’s conviction of, or the Executive’s entry of a guilty plea or plea of nolo contendere with respect to, a felony; or (vii) the Executive’s failure to perform duties, as determined by the Board in its sole but reasonable discretion, consistent with this Agreement or the Executive’s position or to follow or comply with the reasonable directives of the Board or the Executive’s supervisor(s) (to the extent not inconsistent with the terms of this Agreement), provided that (A) the Executive shall have received written notice that specifically identifies the manner in which the Company believes that Executive has engaged in such failure and (B) the Executive shall not have cured such failure within thirty (30) days following receipt of such notice, provided further that such opportunity to cure a failure shall not apply if the Executive has received more than one notice with respect to the same or similar conduct pursuant to this clause (vii) during any twelve (12) consecutive month period.

“Termination Without Cause” means the termination of the Executive’s employment by the Company for any reason other than (i) Termination With Cause, (ii) termination by the Company due to the Executive’s death or Permanent Disability, or (iii) Termination Upon Expiration.

“Voluntary Termination” means the Executive’s voluntary termination of his employment hereunder for any reason.  If the Executive gives a Termination Notice of Voluntary Termination and, prior to the Termination Date, the Executive voluntarily refuses or fails to provide substantially all the services described in Section ‎2 hereof for a period greater than two consecutive weeks, the Voluntary Termination shall be deemed to be effective as of the date on which the Executive so ceases to carry out his duties. Voluntary refusal to perform services shall not include (i) taking vacation otherwise permitted in accordance with Section ‎4(c) hereof, (ii) the Executive’s failure to perform services on account of his illness or the illness of a member of the Executive’s immediate family, provided such illness is adequately substantiated at the reasonable request of the Company, or (iii) any other absence from service with the written consent of the Board.

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2.           Employment; Services.  The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of Chief Executive Officer for the Company to serve for the Term hereof, subject to earlier termination as hereinafter provided.  The Executive shall assume and discharge such duties and responsibilities as are commensurate with the Executive’s position.  The Executive shall exert his best efforts and devote such amount of his business time and attention to the Company’s affairs as is required for the performance of his duties hereunder.

3.           Term; Termination.

(a)           The term of the Executive’s employment under this Agreement (the “Term”) shall commence on the Effective Date for purposes of this Agreement and end on March 31, 2013, unless extended or terminated earlier as set forth herein.  On such date and on each successive anniversary thereof, the Term shall be automatically extended for an additional one (1) year period, unless one party gives notice to the other of such party’s election to not extend the then current Term, which notice must be given no later than thirty (30) days prior to the end of the then-current Term.  Notwithstanding the foregoing, employment during any Term shall be subject to earlier termination in accordance with the terms of this Agreement.

(b)           Any purported termination of employment by the Executive or the Company, other than by reason of the Executive’s death, shall be communicated by a Termination Notice.  The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination.

4.           Compensation.

(a)           Base Salary.  During the Term, the Company shall pay the Executive for his services a “Base Salary” of One Hundred Seventy Five Thousand Dollars ($175,000) for calendar year end 2011, Two Hundred Twenty Five Thousand Dollars ($225,000) for calendar year end 2012, Two Hundred Fifty Thousand Dollars ($250,000) for calendar year end 2013, and Two Hundred Seventy Five Thousand Dollars ($275,000) for calendar year end 2014, to be paid in accordance with customary Company policies.

(b)           Benefit Plans.  During the Executive’s employment, the Executive shall be entitled to participate in, and to all rights and benefits provided by, the health, life, medical, dental, disability, insurance and welfare plans that are maintained from time to time by the Company for the benefit of the Executive, the executives of the Company generally or for the Company’s employees generally, provided that the Executive is eligible to participate in such plan under the eligibility provisions thereof that are generally applicable to the participants thereof (collectively, “Benefit Plans”).

(c)           Vacation. The Executive shall be entitled each year to vacation time, during which time his compensation shall be paid in full. The time allotted for such vacation shall be two (2) weeks, to be taken at such time or times as shall be mutually convenient and consistent with his duties and obligations to the Company.  Vacation accrues based on the Executive's anniversary date.  Any unused vacation shall not be carried into subsequent years.

(d)           Overall Qualification.  Nothing in this Agreement shall be construed as preventing the Company from modifying, suspending, discontinuing or terminating any of the Benefit Plans without notice or liability to the Executive so long as (i) the modification, suspension, discontinuation or termination of any such plan is authorized by and performed in accordance with the specific provisions of such plan and (ii) such modification, suspension, discontinuation or termination is taken generally with respect to all similarly situated employees of the Company and does not single out or discriminate against the Executive.

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(e)           Restricted Stock; Vesting.  As part of the Executive’s compensation, Executive shall be issued Sixteen Million Four Hundred Ninety Nine Thousand Seven Hundred (16,499,700) restricted Company Shares which shall vest in Executive, become unrestricted and be delivered to Executive in accordance with the terms and conditions of the Executive’s Restricted Stock Award Agreement, as well as in accordance with the 2011 Plan.

(f)           Bonus Compensation.  Subject to the conditions precedent set forth below which must be met, the Executive shall also be entitled to the following bonus compensation:

(i) Fiscal Year End 2011 - $199,500

(ii) Fiscal Year End 2012 - $225,000

(iii) Fiscal Year End 2013 - $250,000

(iv) Fiscal Year End 2014 - $275,000

Notwithstanding the foregoing, the bonus compensation shall accrue and be deferred, and no portion thereof shall be earned or payable by the Company, until the following conditions precedent have been met:

(i) The vesting conditions set forth in Section 2.1(a) of the 2011 Plan must have been met, provided, however, any accrued or deferred bonus compensation shall be prorated and may be earned (subject to any other conditions) in one-third (1/3) increments as each of the three (3) vesting conditions set forth in the 2011 Plan are met;

(ii) The GBL authorization condition set forth in Section 2.1(d) of the 2011 Plan must have been satisfied, or waived by GBL; and

(iii) The Board shall have approved the payment of the bonus compensation based on such factors as the Board shall consider including, without limitation, the availability of funds within the Company for payment of such compensation.

In lieu of, but not in addition to, the foregoing bonus compensation, the Company may pay such discretionary bonus compensation to the Executive from time to time as the Company, in its sole discretion, may determine.  Any such discretionary bonus compensation paid by the Company from time to time shall be deducted from, and not paid in addition to, any other bonus or deferred compensation to which the Executive would otherwise be entitled under this Section 4(f).  Factors to be considered in determining whether a discretionary bonus is warranted include, without limitation, the following:

(i) Successful efforts to cause Underwriters Laboratory to transfer the existing Axis Technologies Inc. file to the Company;

(ii) Successful efforts to cause a first or second tier public accounting firm to accept the Company as an audit client;

(iii) Successful efforts to cause any major utility company to acknowledge the Company’s products qualify for such utility company’s rebate program;

(iv) The availability of funds within the Company for payment of such bonus compensation; and

(v) Such other factors as either the Executive or the Company shall submit for consideration.

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5.           Expenses. The Company recognizes that the Executive will have to incur certain out-of-pocket expenses, including but not limited to travel expenses, related to his services and the Company’s business and the Company agrees to reimburse the Executive for all reasonable expenses necessarily incurred by him in the performance of his duties upon presentation of documentation indicating the amount and business purposes of any such expenses; provided, that the Executive complies with the Company’s policies and procedures regarding business expenses.

6.           Voluntary Termination; Termination With Cause.  If the Executive shall cease being an employee of the Company on account of the Executive’s Voluntary Termination, or as the result of a Termination With Cause by the Company, the Executive shall forfeit all unvested Restricted Stock which shall be returned to the Company, and the Executive shall have no further rights against the Company under this Agreement after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, and (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date pursuant to Section ‎5.  In the event of a Voluntary Termination or a Termination With Cause, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

7.           Termination Upon Death or Permanent Disability.

(a)           Death.  The Executive’s employment with the Company shall terminate automatically upon the Executive’s death.  Upon termination of employment due to the Executive’s death, the Executive’s estate shall have no further rights against the Company hereunder after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date pursuant to Section ‎5, plus (iii) provided the Executive’s heir(s) properly elects COBRA continuation coverage, reimbursement of the COBRA premium for health care coverage for the Executive’s surviving spouse and children, as applicable and to the extent eligible for any elected coverage, for up to six (6) months following the Termination Date.  In addition, the Executive’s estate shall be entitled to any vested benefits under the Company’s Benefit Plans and under the Restricted Stock Award Agreement as of the Termination Date, in accordance with the terms of such plans.

(b)           Permanent Disability.  In the event of the Executive’s Permanent Disability, the Company may terminate the Executive’s employment with the Company if the Executive does not return to the full-time performance of his duties within thirty (30) days after a Termination Notice is given.  Upon termination of employment due to the Executive’s Permanent Disability, the Executive shall have no further rights against the Company hereunder after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date pursuant to Section ‎5, and (iii) provided the Executive properly elects COBRA continuation coverage, reimbursement of the COBRA premium for health care coverage for the Executive and the Executive’s spouse and children, as applicable and to the extent eligible for any elected coverage, for up to six (6) months following the Termination Date.  In addition, the Executive shall be entitled to any vested benefits under the Company’s Benefit Plans and under the Restricted Stock Award Agreement as of the Termination Date, in accordance with the terms of such plans.  In the event of a termination of employment upon the Executive’s Permanent Disability, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

(c)           Life Insurance.  Upon the Company’s request, the Executive shall cooperate with the Company in obtaining “key man” life insurance on the life of the Executive with death benefits payable to the Company.

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8.           Termination Without Cause.  The Company may terminate the Executive’s employment for any reason, or no reason at all, at any time; provided, that upon a Termination Without Cause, the Company shall provide the compensation and benefits set forth in this Section ‎8.  In the event of a Termination Without Cause, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

Upon the Executive’s Termination Without Cause, unless the Company otherwise elects as set forth hereinbelow, the Company shall pay to the Executive, on the Termination Date, a lump sum amount, which is equal to the sum of (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date; plus (ii) the balance of Executive’s Base Salary through the end of the then existing Term; and (iii) reimbursement of business expenses to which the Executive is entitled pursuant to Section ‎5 as of the Termination Date.  Notwithstanding the foregoing, upon termination, in lieu of a lump sum amount the Company may elect to continue paying to Executive the Base Salary through the remainder of the then existing Term in accordance with customary Company payroll policies.

The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans.  In addition, provided the Executive properly elects COBRA continuation coverage, the Company shall reimburse the Executive for the cost of COBRA premiums for health care coverage for the Executive and the Executive’s spouse and children, as applicable and to the extent eligible for any elected coverage, for up to six (6) months following the Termination Date.  In addition, the Executive shall be entitled to any vested benefits under the Restricted Stock Award Agreement as of the Termination Date in accordance with the terms thereof.

9.           Change of Control.  Notwithstanding the terms of any Award Agreement heretofore or hereafter granted to the Executive, in the event of a Change of Control, all Options and Restricted Stock granted to the Executive which do not constitute deferred compensation for Code Section 409A purposes shall become fully vested on the date of the Change of Control in accordance with the terms of the 2011 Plan. The Executive shall have the right to exercise any such Options in a manner provided for in the applicable Award Agreement. In the event of any conflict between the terms of this Section 9 and the terms of any Award Agreement granted to the Executive, the terms most favorable to the Company, as determined in the Company’s sole but reasonable discretion, shall control.

10.           Termination Upon Expiration.  If the Executive shall cease being an employee of the Company on account of a Termination Upon Expiration, the Executive shall have no further rights against the Company hereunder after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, and (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date under Section ‎5.  In addition, the Executive shall be entitled to any vested benefits under the Restricted Stock Award Agreement as of the Termination Date in accordance with the terms of such plan.  In the event of any Termination Upon Expiration, the Executive shall continue to be subject to the Confidentiality Agreement.  In the event of a Termination Upon Expiration caused by the Company (i.e., the Company gave notice to the Executive of the Company’s election to not extend the Term pursuant to Section ‎3(a)), then (a) for purposes of any Award Agreement granted to the Executive, the Termination Upon Expiration shall constitute an involuntary termination of the Executive’s employment by the Company, and not a voluntary termination by the Executive, and (b) the Executive shall not be subject to the Non-Compete Agreement following the Termination Date. In the event of a Termination Upon Expiration caused by the Executive (i.e., the Executive gave notice to the Company of the Executive’s election to not extend the Term pursuant to Section ‎3(a)), then (x) for purposes of any Award Agreement granted to the Executive, the Termination Upon Expiration shall constitute a voluntary termination of employment by the Executive, and (y) the Executive shall continue to be subject to the Non-Compete Agreement following the Termination Date.

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11.           Exclusive Remedy.  To the extent permitted by applicable law, the payments contemplated by Section ‎7, Section ‎8, and Section 10 shall constitute the exclusive and sole remedy for any termination of the Executive’s employment due to death or Permanent Disability, any Termination Without Cause, or any Termination Upon Expiration.  The Executive agrees, for himself and any administrator, beneficiary, devisee, executor, heir, legatee or personal representative, (i) to not assert or pursue any remedies, other than an action to enforce the payments due to the Executive (or the Executive’s estate) under this Agreement, at law or in equity, with respect to the termination of the Executive’s employment under Section ‎7, Section ‎8, or Section 10, as applicable, and (ii) to execute a release and waiver on such terms and conditions as the Company may reasonably require as a condition of entitlement to such payments.

12.           Confidentiality and Noncompetition. The Executive shall enter into the Confidentiality Agreement and Non-Compete Agreement.  The Executive’s execution of those agreements is a material inducement for the Company to enter into this Agreement.  Therefore, this Agreement will be null and void unless the Executive enters into the Confidentiality Agreement and the Non-Compete Agreement.

13.           Employment Status.  The parties acknowledge and agree that the Executive is an employee of the Company, not an independent contractor.  Any payments made to the Executive by the Company pursuant to this Agreement shall be treated for federal and state payroll tax purposes as payments made to a Company employee, irrespective whether such payments are made subsequent to the Termination Date.

14.           Notices.  All notices or deliveries authorized or required pursuant to this Agreement shall be deemed to have been given when in writing and personally delivered or when deposited in the U.S. mail, certified, return receipt requested, postage prepaid, addressed to the parties at the following addresses or to such other addresses as either may designate in writing to the other party:

To the Company:	Green Ballast, Inc.
	2620 Thousand Oaks, Suite 4000
	Memphis, TN 38118
	Attn: J. Kevin Adams
To the Executive:	J. Kevin Adams
	2620 Thousand Oaks, Suite 4000
	Memphis, TN 38118

15.           Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and shall not be modified in any manner except by instrument in writing signed, by or on behalf of, the parties hereto. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. In the event of any inconsistencies between the terms of this Agreement and any Award Agreement, the terms of this Agreement shall govern.

16.           Arbitration.  Any controversy concerning or claim arising out of or relating to this Agreement shall be settled by final and binding arbitration in Memphis, Tennessee at a location specified by the party seeking such arbitration.

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(a)           The Arbitrators.  Any arbitration proceeding shall be conducted by three (3) Arbitrators and the decision of the Arbitrators shall be binding on all parties.  Each Arbitrator shall have substantial experience and expert competence in the matters being arbitrated.  The party desiring to submit any matter relating to this Agreement to arbitration shall do so by written notice to the other party, which notice shall set forth the items to be arbitrated, such party’s choice of an Arbitrator, and such party’s substantive position in the arbitration.  The party receiving such notice shall, within fifteen (15) days after receipt of such notice, appoint an Arbitrator and notify the other party of its appointment and of its substantive position.  The Arbitrators appointed by the parties to the Arbitration shall select an additional Arbitrator meeting the aforedescribed criteria.  The Arbitrators shall be required to render a decision in accordance with the procedures set forth in Section ‎16(b) below within thirty (30) days after being notified of their selection.  The fees of the Arbitrators shall be equally divided amongst the parties to the arbitration.

(b)           Arbitration Procedures.  Arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except to the extent the provisions of such are modified by this Agreement or the subsequent mutual agreement of the parties.  Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof.  Any party hereto may bring an action, including a summary or expedited proceeding, to compel arbitration of any controversy or claim to which this provision applies in any court having jurisdiction over such action in Shelby County, Tennessee, and the parties agree that jurisdiction and venue in Shelby County, Tennessee are appropriate and approved by such parties.

17.           Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of Tennessee without giving effect to conflict of laws principles thereof.

18.           Assignment. The Executive acknowledges that his services are unique and personal. Accordingly, the Executive may not assign his rights or delegate his duties or obligations under this Agreement.

19.           Headings.  Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

GREEN BALLAST, INC.
By:	/s/ William Bethell
Name:  William Bethell
Title: CFO
EXECUTIVE:
/s/ J. Kevin Adams
J. Kevin Adams

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Exhibit A

GREEN BALLAST, INC.

NON-DISCLOSURE AND PROPRIETARY RIGHTS AGREEMENT

In consideration and as a condition of my employment (or my continued employment) with GREEN BALLAST, INC., or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my receipt of Confidential Information (as defined in Section 2 below) and of the compensation now and hereafter paid to me by the Company, the undersigned (hereinafter referred to as “Employee”) hereby acknowledges and agrees to the following:

1.           Purpose of Agreement.  Employee understands that the Company is engaged in a continuous program of research, development, production and marketing in connection with its business and that it is critical for the Company to preserve and protect its Confidential Information (as defined in Section 2 below), its rights in Inventions (as defined in Section 7 below) and in all related intellectual property rights.  Accordingly, Employee is entering into this Non-Disclosure and Proprietary Rights Agreement (this “Agreement”) as a condition of his or her employment (or continued employment) with the Company, regardless of whether Employee is expected to create Inventions of value for the Company.

2.           Non-Disclosure of Confidential Information.  At all times during his or her employment with the Company and thereafter, Employee will hold the Confidential Information in strictest confidence and Employee will not disclose, communicate, reproduce, copy, publish, license, distribute, modify, adapt, transmit, reverse engineer, decompile, disassemble or use any Confidential Information, except (a) as may be necessary for Employee to perform his or her duties as an employee of the Company for the exclusive benefit of the Company or (b) to the extent an officer of the Company expressly authorizes such in writing.  Employee will take all appropriate action, whether by instruction, agreement or otherwise, to ensure the protection, confidentiality and security of the Confidential Information and to satisfy Employee’s obligations under this Agreement. Employee will notify the Company immediately upon discovery of any loss, misuse, misappropriation or disclosure of Confidential Information or any other breach of this Agreement by Employee, and Employee will cooperate with the Company in every reasonable way to help the Company regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

For purposes of this Agreement, the term “Confidential Information” means, but is not limited to, all information that is possessed by or developed for the Company and which relates to the Company’s existing or potential business, which information is not reasonably knowable by the Company’s competitors or by the general public through lawful means.  Without limiting the generality of the foregoing, such Confidential Information also includes, but is not limited to, all Proprietary Rights (as defined in Section 3 below), all Third Party Information (as defined in Section 4 below) and all information regarding the Company’s operations, research and development efforts, plans for products or services, methods of doing business, business strategies, customers, suppliers, service providers, manufacturers, business relations, product prices and costs, markets, marketing plans, budgets and forecasts, financial information and/or Inventions, as well as information regarding the skills, know how and compensation of other employees of the Company. Confidential Information may be expressly designated as confidential or proprietary on its face (whether verbally, in writing or otherwise) or be of such a nature that a reasonable person under the circumstances should understand or believe it to be confidential or proprietary.  Confidential Information may be oral, written, recorded magnetically or electronically or otherwise stored, and may be that which Employee originates as well as that which otherwise comes into the possession or knowledge of Employee.

3.           Recognition of Company’s Rights.  Employee acknowledges and agrees that all Confidential Information will be the sole property of the Company and that the Company will be the sole owner of all patents, patent applications, design patents or registration, design patent applications, copyrights, mask works, trademarks, trade secrets and all other intellectual property rights throughout the world (collectively, "Proprietary Rights") in connection therewith.  Accordingly, Employee hereby assigns and agrees to assign to the Company any rights Employee may have or acquire in any Confidential Information and Proprietary Rights.

4.           Non-Disclosure of Third Party Information. Employee understands that the Company may from time to time receive from third parties confidential information ("Third Party Information"), subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes.  At all times during Employee’s employment with the Company and thereafter, Employee will hold the Third Party Information in strictest confidence and Employee will not disclose, communicate, reproduce, copy, publish, license, distribute, modify, adapt, transmit, reverse engineer, decompile, disassemble or use any Third Party Information, except (a) as may be necessary for Employee to perform his or her duties as an employee of the Company for the exclusive benefit of the Company or (b) to the extent an officer of the Company expressly authorizes such in writing.  Employee will take all appropriate action, whether by instruction, agreement or otherwise, to ensure the protection, confidentiality and security of the Third Party Information and to satisfy Employee’s obligations under this Agreement. Employee will notify the Company immediately upon discovery of any loss, misuse, misappropriation or disclosure of Third Party Information or any other breach of this Agreement by Employee, and Employee will cooperate with the Company in every reasonable way to help the Company prevent its further unauthorized use or disclosure.

5.           Return of Information; Inspections.  Employee will, at the Company’s request and/or upon termination of the employment relationship for any reason, return all originals, copies, reproductions and summaries of any Confidential Information and all other tangible materials and devices provided to Employee as Confidential Information or containing Confidential Information, and/or, at the Company’s option, certify destruction of the same. In addition, Employee will, at the Company’s request and/or upon termination of the employment relationship for any reason, return all originals, copies, reproductions and summaries of any Third Party Information and all other tangible materials and devices provided to Employee as Third Party Information or containing Third Party Information, and/or, at the Company’s option, certify destruction of the same.  Upon termination of his or her employment with the Company, Employee will promptly deliver to the Company all property in Employee’s possession, custody or control that is owned by the Company.  Employee agrees that any property situated on the Company’s premises and owned by the Company, including, but not limited to, computers, disks and other storage media, is subject to inspection by Company personnel at any time without notice.

6.           No Improper Use of Materials.  During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

7.           Assignment of Inventions.  Employee hereby irrevocably assigns to the Company all right, title and interest of Employee in and to any and all Inventions (and all Proprietary Rights with respect thereto), whether or not patentable, copyrightable or protectable as trade secrets, made, conceived, reduced to practice or created by Employee, either alone or jointly with others, during the period of his or her employment with the Company.  Employee acknowledges that all original works of authorship which are made by Employee (alone or jointly with others) within the scope of his or her employment and which are copyrightable are "works made for hire," as that term is defined in the United States Copyright Act.  In addition to the foregoing assignment of Inventions (and all Proprietary Rights with respect thereto) to the Company, Employee hereby irrevocably assigns to the Company any and all Moral Rights (as defined below) that Employee may have in or with respect to any Invention, and Employee forever waives and agrees not to assert any and all Moral Rights he or she may have in or with respect to any Invention, even after termination of employment with the Company.

For purposes of this Agreement, the term “Inventions” means inventions, discoveries, improvements, designs, techniques, ideas, processes, compositions of matter, formulas, data, software programs, databases, mask works, works of authorship, know-how and trade secrets.

For purposes of this Agreement, the term “Moral Rights” means any right to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country or under any treaty, regardless of whether such right is denominated or generally referred to as a “moral right.”

8.           Disclosure of Inventions.  Employee will promptly disclose to the Company all Inventions that Employee makes, conceives, reduces to practice or creates, either alone or jointly with others, during the period of his or her employment with the Company.  In addition, Employee will disclose to the Company all patent applications filed by Employee within three (3) years after termination of employment with the Company.

9.           Assistance.  Employee agrees to assist the Company in every proper way to obtain and, from time to time, enforce United States and foreign Proprietary Rights relating to Inventions assigned hereunder to the Company in any and all countries.  To that end, Employee will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof.  In addition, Employee will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee.  Employee’s obligation to assist the Company with respect to Proprietary Rights relating to Inventions in any and all countries will continue beyond the termination of Employee’s employment, but the Company agrees to compensate Employee at a reasonable rate after Employee’s termination for the time actually spent by Employee at the Company's request on such assistance.  Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney-in-fact to act for and on behalf of Employee (a) to execute, verify and file any document needed in connection with the actions specified in this section and (b) to do all other lawfully permitted acts to further the purposes of this section, in each case with the same legal force and effect as if executed or performed by Employee.  Employee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, which Employee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

10.           Prior Inventions.  Inventions, if any, which Employee made prior to the commencement of his or her employment with the Company are excluded from the scope of this Agreement.  To preclude any possible uncertainty, Employee has set forth on Exhibit A hereto a complete list of all Inventions that Employee, whether alone or jointly with others, has conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to commencement of his or her employment with the Company, that Employee considers to be his or her property or the property of third parties and that Employee wishes to have expressly excluded from the scope of this Agreement.

11.           Efforts; Non-Competition.  Employee acknowledges that his or her employment with the Company requires his or her full attention and effort during normal business hours, and Employee will give his or her best effort, skill and inventive ability to the business interests of the Company.  During the term of his or her employment with the Company, Employee will not, directly or indirectly, participate in the management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any person or entity that competes anywhere in the world with the Company in the conduct of the business of the Company as conducted or as proposed to be conducted (a “Competing Business”), nor will Employee engage in any other activities that conflict with his or her obligations to the Company.

12.           Non-Solicitation.  During the term of his or her employment by the Company and for a period of one (1) year after the date his or her employment with the Company ends for any reason, Employee will not, directly or indirectly, (a) hire, engage or solicit to hire or engage any individual who is engaged as a contractor or consultant or employed by the Company or who was engaged as a contractor or consultant or employed by the Company within six months of the proposed solicitation, hire or engagement, (b) otherwise induce or attempt to induce any individual who is engaged as a contractor or consultant or employed by the Company to terminate such engagement or employment, (c) in any way interfere with the relationship between the Company and any individual who is engaged as a contractor or consultant or employed by the Company; (d) contact, solicit, divert, appropriate or call upon with the intent of doing business with (other than for the exclusive benefit of the Company) any customer of the Company if the purpose of such activity is to solicit such customer or prospective customer for a Competing Business, to encourage such customer to discontinue, reduce or adversely alter the amount of such customer’s business with the Company or to otherwise interfere with the Company’s relationship with such customer, or (e) in any way interfere with the Company’s relationship with any supplier, manufacturer, service provider or other business relation of the Company.

13.           No Conflicting Obligation.  Employee represents and agrees that his or her performance of the provisions of this Agreement does not, and will not, breach any agreement to keep in confidence information acquired by Employee in confidence or in trust prior to his or her employment by the Company.  Employee agrees not to enter into any agreement, either written or oral, in conflict herewith.

14.           Reasonableness of Restrictions.  Employee agrees that the restrictions on Employee’s activities outlined in this Agreement are reasonable and necessary to protect the Company’s legitimate business interests, that the consideration provided by the Company is fair and reasonable, and that given the importance to the Company of its Confidential Information, the post-employment restrictions on Employee’s activities are likewise fair and reasonable.

15.           Injunctive Relief.  Employee acknowledges and agrees that failure to adhere to the terms of this Agreement will cause the Company irreparable damage for which monetary damages alone would be inadequate compensation.  Therefore, Employee agrees that, in addition to monetary damages, the Company will be entitled to an injunction and other equitable relief, including ex parte injunctive relief, in the event of any breach or threatened breach (such threatened breach being determined in the sole judgment of the Company) of the provisions of this Agreement. Employee waives the making of a bond or showing actual damages as a condition for obtaining injunctive relief.  Such remedy shall not be deemed the exclusive remedy for the breach of this Agreement by Employee, but will be in addition to all other remedies available to the Company whether at law or in equity.  Additionally, if Employee breaches this Agreement, the Company will be entitled to its reasonable attorney’s fees and costs associated with enforcing this Agreement.  Notwithstanding any judicial determination that any provision of this Agreement is not specifically enforceable, the Company will nonetheless be entitled to recover monetary damages as a result of any breach by Employee.

16.           Governing Law.  This Agreement will be governed by and construed in accordance with the internal laws of the state of Tennessee, without giving any effect to that state’s conflict of laws principles.

17.           Employment.  Employee acknowledges and agrees that this Agreement does not create an employment contract with the Company for any term other than as set forth herein, nor does it in any way limit the Company’s right to otherwise terminate Employee’s employment.  Any change or changes in Employee’s duties, salary or compensation will not affect the validity or scope of this Agreement.

18.           Severability.  Whenever possible, each provision of this Agreement will be interpreted in a manner to be effective, valid and enforceable. If, however, any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, then such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or the remaining provisions of this Agreement.  Furthermore, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and still have such similar provision be construed and enforced as legal, valid, and enforceable.

19.           Amendments; Waivers.  No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach.

20.           Assignment.  The Company may assign its rights under this Agreement. This Agreement, and the duties and obligations of Employee hereunder, may not be assigned or delegated by Employee.

21.           Survival.  The terms of this Agreement, and Employee’s duties and obligations hereunder, will survive any termination of Employee’s employment with the Company for any reason.

22.           Headings.    Headings in this Agreement are for informational purposes only and will not be used to construe the intent of this Agreement.

23.           Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the Company and Employee concerning the matters addressed herein.

24.           Further Assurances. Employee will cooperate reasonably with the Company in connection with any steps required to be taken as part of Employee’s obligations under this Agreement, and Employee will (a) execute and deliver to the Company such other documents, and (b) do such other acts and things, in each case as the Company may reasonably request for the purpose of carrying out the provisions of this Agreement.

25.           Acknowledgment.  Employee acknowledges that he or she has received a copy of this Agreement, which he or she has read and understood, and Employee voluntarily agrees to abide by its terms.  Employee authorizes the Company to notify any future employer(s) of Employee of the terms of this Agreement and Employee’s obligations hereunder.

*****

/s/ J. Kevin Adams		June 23, 2011
Employee Signature		Date
J. Kevin Adams
Employee Name
Accepted by:
GREEN BALLAST, INC.
By:	/s/ William Bethell
Name:  William Bethell
Title: CFO

Exhibit A

The following is a complete list of all inventions or improvements relevant to the subject matter of my employment with the Company that have been made, conceived, first reduced to practice or created by me, alone or jointly with others, prior to my employment with the Company that I desire to remove from the operation of the Company's Non-Disclosure and Proprietary Rights Agreement:

þ No inventions or improvements

¨ See below:

¨ Additional sheets attached.

I propose to bring to my employment the following materials and documents of a former employer:

þ No materials or documents

¨ See below:

¨ Additional sheets attached.

/s/ J. Kevin Adams	June 23, 2011
Employee Signature	Date
J. Kevin Adams
Employee Name

Exhibit B

GREEN BALLAST, INC.

NON-COMPETITION AGREEMENT

In consideration and as a condition of my employment (or my continued employment) with GREEN BALLAST, INC. , or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my receipt of the compensation now and hereafter paid to me by the Company, the undersigned (hereinafter referred to as “Employee”) hereby acknowledges and agrees to the following:

1.           Defined Terms.  For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

(a)         “Conflicting Organization” means any individual or entity that, directly or indirectly, engages in, or is about to become engaged in, the development, design, production, manufacture, promotion, marketing, sale, support or service of a Conflicting Product.

(b)         “Conflicting Product” means lighting ballasts or product, goods, products, product lines or services, and each and every component thereof, developed, designed, produced, manufactured, marketed, promoted, sold, supported or serviced, or that are in development or the subject of research, by anyone other than the Company that are the same or similar to, perform any of the same or similar functions as, may be substituted for, or are intended or used for any of the same purposes as, a Company Product.

(c)         “Company Product” means any lighting ballasts or product, goods, products, product lines or services (i) that during the last one (1) year in which Employee was employed by the Company, Employee, or persons under Employee’s management, direction or supervision, performed research regarding, designed, developed, produced, manufactured, marketed, promoted, sold, solicited sales of, supported or serviced on behalf of the Company, or (ii) with respect to which Employee at any time received or otherwise obtained or learned Confidential Information.

(d)         “Restricted Area” means the United States of America [or in any other country in which the Company sells Company Products].

2.           Efforts; Non-Competition.  Employee acknowledges that his or her employment with the Company requires his or her full attention and effort during normal business hours, and Employee will give his or her best effort, skill and inventive ability to the business interests of the Company.  During the term of his or her employment with the Company, Employee will not, directly or indirectly, participate in the management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any individual or entity that competes with the Company in the Restricted Area in the conduct of the business of the Company as conducted or as proposed to be conducted, nor will Employee engage in any other activities that conflict with his or her obligations to the Company.

In addition, for a period of one (1) year after the date his or her employment with the Company ends for any reason, Employee will not, directly or indirectly, participate in the management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any Conflicting Organization in the Restricted Area in connection with or relating to a Conflicting Product.

3.           No Conflicting Obligation.  Employee represents and agrees that his or her performance of the provisions of this Agreement does not, and will not, breach any agreement to keep in confidence information acquired by Employee in confidence or in trust prior to his or her employment by the Company.  Employee agrees not to enter into any agreement, either written or oral, in conflict herewith.

4.           Reasonableness of Restrictions.  Employee agrees that the restrictions on Employee’s activities outlined in this Agreement are reasonable and necessary to protect the Company’s legitimate business interests, that the consideration provided by the Company is fair and reasonable, and that the post-employment restrictions on Employee’s activities are fair and reasonable.

5.           Injunctive Relief.  Employee acknowledges and agrees that failure to adhere to the terms of this Agreement will cause the Company irreparable damage for which monetary damages alone would be inadequate compensation.  Therefore, Employee agrees that in addition to monetary damages, the Company will be entitled to an injunction and other equitable relief, including ex parte injunctive relief, in the event of any breach or threatened breach (such threatened breach being determined in the sole judgment of the Company) of the provisions of this Agreement. Employee waives the making of a bond or showing actual damages as a condition for obtaining injunctive relief.  Such remedy shall not be deemed the exclusive remedy for the breach of this Agreement by Employee, but will be in addition to all other remedies available at law or in equity to the Company. Additionally, if Employee breaches this Agreement, the Company will be entitled to its reasonable attorney’s fees and costs associated with enforcing this Agreement.  Notwithstanding any judicial determination that any provision of this Agreement is not specifically enforceable, the Company will nonetheless be entitled to recover monetary damages as a result of any breach by Employee.

6.           Governing Law.  This Agreement will be governed by and construed in accordance with the internal laws of the state of Tennessee, without giving any effect to that state’s conflict of laws principles.

7.           Employment.  Employee acknowledges and agrees that this Agreement does not create an employment contract with the Company for any term, nor does it in any way limit the Company’s right to otherwise terminate Employee’s employment.  Any change or changes in Employee’s duties, salary or compensation will not affect the validity or scope of this Agreement.

8.           Severability.  Whenever possible, each provision of this Agreement will be interpreted in a manner to be effective, valid and enforceable. If, however, any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, then such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or the remaining provisions of this Agreement.  Furthermore, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and still have such similar provision be construed and enforced as legal, valid, and enforceable.

9.           Amendments; Waivers.  No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach.

10.         Assignment.  The Company may assign its rights under this Agreement. This Agreement, and the duties and obligations of Employee hereunder, may not be assigned or delegated by Employee.

11.         Survival.  The terms of this Agreement, and Employee’s duties and obligations hereunder, will survive any termination of Employee’s employment with the Company for any reason.

12.         Headings.  Headings in this Agreement are for informational purposes only and will not be used to construe the intent of this Agreement.

13.           Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the Company and Employee concerning the matters addressed herein.

14.           Further Assurances. Employee will cooperate reasonably with the Company in connection with any steps required to be taken as part of Employee’s obligations under this Agreement, and Employee will (a) execute and deliver to the Company such other documents, and (b) do such other acts and things, in each case as the Company may reasonably request for the purpose of carrying out the provisions of this Agreement.

15.           Acknowledgment.  Employee acknowledges that he or she has received a copy of this Agreement, which he or she has read and understood, and Employee voluntarily agrees to abide by its terms.  Employee authorizes the Company to notify any future employer(s) of Employee of the terms of this Agreement and Employee’s obligations hereunder.

/s/ J. Kevin Adams		June 23, 2011
Employee Signature		Date
J. Kevin Adams
Employee Name
Accepted by:
GREEN BALLAST, INC.
By:	/s/ William Bethell
Name: William Bethell
Title: CFO

EX-10.6

GREEN BALLAST EMPLOYMENT AGREEMENT

(BROWN)

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 DANIEL L. BROWN (the “Executive”).

WITNESSETH:

WHEREAS, the Company desires to employ the Executive to serve as the Chief Operating Officer or “COO” for the Company;

WHEREAS, the Company and the Executive each deem it necessary and desirable to execute a written document setting forth the terms and conditions of said relationship; and

WHEREAS, to the extent this Agreement provides for any “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Agreement will be administered in compliance with Section 409A of the Code and the regulations promulgated thereunder.

NOW, THEREFORE, in consideration of the premises and mutual obligations hereinafter set forth, the parties agree as follows:

1.           Definitions.  For purposes of this Agreement, the following terms shall have the following definitions:

“2011 Plan” means the Company’s 2011 Restricted Stock Plan.

“Agreement” has the meaning set forth in the preamble above.

“Arbitrators” means the arbitrators selected to conduct any arbitration proceeding in connection with any disputes arising out of or relating to this Agreement.

“Award Agreement” means any agreement between the Executive and the Company granting the Executive Options or Restricted Stock.

“Base Salary” means the annual salary to be paid to the Executive as set forth in Section 4(a) of this Agreement.

“Benefit Plans” has the meaning set forth in Section 4(b) of this Agreement.

“Board” means the Board of Directors of the Company.

“Change of Control” shall have the meaning set forth in the 2011 Plan.

“Code” has the meaning set forth in the recitals above.

“Company” has the meaning set forth in the preamble above.

“Company Shares” means shares of common stock of the Company or any securities of a successor company which shall have replaced such common stock.

“Compensation Committee” means the compensation committee of the Board.

“Confidentiality Agreement” means that certain Non-Disclosure and Proprietary Rights Agreement between the Company and the Executive in substantially the form attached hereto as Exhibit A.

“Effective Date” has the meaning set forth in the preamble above.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Executive” has the meaning set forth in the preamble above.

“GBL” means Green Ballast, LLC, a Tennessee limited liability company.

“Non-Compete Agreement” means that certain Non-Compete Agreement between the Company and the Executive in substantially the form attached hereto as Exhibit B.

“Option(s)” means (i) any option issued to the Executive pursuant to the 2011 Plan or any other incentive plan adopted by the Company, (ii) other than options described in the preceding clause (i), any option issued to the Executive by the Company to purchase Company Shares, or (iii) any option granted under the plan of any successor company that replaces or assumes the Company’s options.

“Permanent Disability” means the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Company.  Medical determination of Permanent Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of the Company provided that the definition of “disability” applied under such disability insurance program complies with the requirements of the preceding sentence.  Upon the request of the Company, the Executive must submit proof to the Company of the Social Security Administration’s or the provider’s determination.

“Restricted Stock” means (i) any restricted Company Shares issued to the Executive pursuant to the 2011 Plan or any other incentive plan adopted by the Company, or (ii) any restricted stock granted under the plan of any successor company that replaces or assumes the Company’s restricted stock awards.

“Term” has the meaning assigned to it in Section 3(a) of this Agreement.

“Termination Date” means the date on which the employment of the Executive is terminated, which date shall be (i) in the case of the Executive’s death, the date of death, (ii) in the case of the Executive’s Permanent Disability, thirty (30) days after a Termination Notice is given, provided the Executive does not return to the full-time performance of his duties within such thirty (30) day period, (iii) in the case of a Termination Upon Expiration, the date upon which the Term expires, (iv) in the case of a Termination With Cause, the date specified in the Termination Notice, or (v) in all other instances, the date specified as the Termination Date in the Termination Notice, which date shall not be less than ninety (90) days from the date the Termination Notice is given.

“Termination Notice” means a written notice of termination of employment by the Executive or the Company.

“Termination of Employment” means the termination of the Executive’s employment with the Company for reasons other than death or Permanent Disability.  Whether a Termination of Employment takes place is determined based on the facts and circumstances surrounding the termination of the Executive’s employment and whether the Company and the Executive intended for the Executive to provide significant services for the Company following such termination.  A change in the Executive’s employment status will not be considered a Termination of Employment if the Executive continues to provide services as an employee of the Company or in any other capacity at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period).

“Termination Upon Expiration” means the termination of the Executive’s employment upon the full expiration of the Term, including the full expiration of any extension thereof, following: (i) the Company’s notice to the Executive of the Company’s election to not extend the Term; or (ii) the Executive’s notice to the Company of the Executive’s election to not extend the Term, in each case as provided in Section 3(a) of this Agreement.

“Termination With Cause” means the termination of the Executive’s employment by the Company for any of the following reasons: (i) the Executive’s gross negligence or willful misconduct in the performance of the Executive’s duties where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company; (ii) the material violation by the Executive of any federal or state law or regulation or the Company’s compliance program in the performance of the Executive’s duties; (iii) the Executive’s breach of the Non-Compete Agreement; (iv) the Executive’s material breach of the Confidentiality Agreement; (v) the Executive’s commission of any act of fraud with respect to the Company; (vi) the Executive’s conviction of, or the Executive’s entry of a guilty plea or plea of nolo contendere with respect to, a felony; or (vii) the Executive’s failure to perform duties, as determined by the Board in its sole but reasonable discretion, consistent with this Agreement or the Executive’s position or to follow or comply with the reasonable directives of the Board or the Executive’s supervisor(s) (to the extent not inconsistent with the terms of this Agreement), provided that (A) the Executive shall have received written notice that specifically identifies the manner in which the Company believes that Executive has engaged in such failure and (B) the Executive shall not have cured such failure within thirty (30) days following receipt of such notice, provided further that such opportunity to cure a failure shall not apply if the Executive has received more than one notice with respect to the same or similar conduct pursuant to this clause (vii) during any twelve (12) consecutive month period.

“Termination Without Cause” means the termination of the Executive’s employment by the Company for any reason other than (i) Termination With Cause, (ii) termination by the Company due to the Executive’s death or Permanent Disability, or (iii) Termination Upon Expiration.

“Voluntary Termination” means the Executive’s voluntary termination of his employment hereunder for any reason.  If the Executive gives a Termination Notice of Voluntary Termination and, prior to the Termination Date, the Executive voluntarily refuses or fails to provide substantially all the services described in Section 2 hereof for a period greater than two consecutive weeks, the Voluntary Termination shall be deemed to be effective as of the date on which the Executive so ceases to carry out his duties. Voluntary refusal to perform services shall not include (i) taking vacation otherwise permitted in accordance with Section 4(c) hereof, (ii) the Executive’s failure to perform services on account of his illness or the illness of a member of the Executive’s immediate family, provided such illness is adequately substantiated at the reasonable request of the Company, or (iii) any other absence from service with the written consent of the Board.

2.           Employment; Services.  The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of Chief Operating Officer for the Company to serve for the Term hereof, subject to earlier termination as hereinafter provided.  The Executive shall assume and discharge such duties and responsibilities as are commensurate with the Executive’s position.  The Executive shall exert his best efforts and devote such amount of his business time and attention to the Company’s affairs as is required for the performance of his duties hereunder.

3.           Term; Termination.

(a)           The term of the Executive’s employment under this Agreement (the “Term”) shall commence on the Effective Date for purposes of this Agreement and end on March 31, 2013, unless extended or terminated earlier as set forth herein.  On such date and on each successive anniversary thereof, the Term shall be automatically extended for an additional one (1) year period, unless one party gives notice to the other of such party’s election to not extend the then current Term, which notice must be given no later than thirty (30) days prior to the end of the then-current Term.  Notwithstanding the foregoing, employment during any Term shall be subject to earlier termination in accordance with the terms of this Agreement.

(b)           Any purported termination of employment by the Executive or the Company, other than by reason of the Executive’s death, shall be communicated by a Termination Notice.  The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination.

4.           Compensation.

(a)           Base Salary.  During the Term, the Company shall pay the Executive for his services a “Base Salary” of One Hundred Seventy Five Thousand Dollars ($175,000) for calendar year end 2011, Two Hundred Twenty Five Thousand Dollars ($225,000) for calendar year end 2012, Two Hundred Fifty Thousand Dollars ($250,000) for calendar year end 2013, and Two Hundred Seventy Five Thousand Dollars ($275,000) for calendar year end 2014, to be paid in accordance with customary Company policies

(b)           Benefit Plans.  During the Executive’s employment, the Executive shall be entitled to participate in, and to all rights and benefits provided by, the health, life, medical, dental, disability, insurance and welfare plans that are maintained from time to time by the Company for the benefit of the Executive, the executives of the Company generally or for the Company’s employees generally, provided that the Executive is eligible to participate in such plan under the eligibility provisions thereof that are generally applicable to the participants thereof (collectively, “Benefit Plans”).

(c)           Vacation. The Executive shall be entitled each year to vacation time, during which time his compensation shall be paid in full. The time allotted for such vacation shall be two (2) weeks, to be taken at such time or times as shall be mutually convenient and consistent with his duties and obligations to the Company.  Vacation accrues based on the Executive's anniversary date.  Any unused vacation shall not be carried into subsequent years.

(d)           Overall Qualification.  Nothing in this Agreement shall be construed as preventing the Company from modifying, suspending, discontinuing or terminating any of the Benefit Plans without notice or liability to the Executive so long as (i) the modification, suspension, discontinuation or termination of any such plan is authorized by and performed in accordance with the specific provisions of such plan and (ii) such modification, suspension, discontinuation or termination is taken generally with respect to all similarly situated employees of the Company and does not single out or discriminate against the Executive.

(e)           Restricted Stock; Vesting.  As part of the Executive’s compensation, Executive shall be issued Fifteen Million Five Hundred Thousand Six Hundred (15,500,600) restricted Company Shares which shall vest in Executive, become unrestricted and be delivered to Executive in accordance with the terms and conditions of the Executive’s Restricted Stock Award Agreement, as well as in accordance with the 2011 Plan.

(f)           Bonus Compensation.  Subject to the conditions precedent set forth below which must be met, the Executive shall also be entitled to the following bonus compensation:

(i) Fiscal Year End 2011 - $199,500

(ii)  Fiscal Year End 2012 - $225,000

(iii)  Fiscal Year End 2013 - $250,000

(iv) Fiscal Year End 2014 - $275,000

Notwithstanding the foregoing, the bonus compensation shall accrue and be deferred, and no portion thereof shall be earned or payable by the Company, until the following conditions precedent have been met:

(i) The vesting conditions set forth in Section 2.1(a) of the 2011 Plan must have been met, provided, however, any accrued or deferred bonus compensation shall be prorated and may be earned (subject to any other conditions) in one-third (1/3) increments as each of the three (3) vesting conditions set forth in the 2011 Plan are met;

(ii) The GBL authorization condition set forth in Section 2.1(d) of the 2011 Plan must have been satisfied, or waived by GBL; and

(iii) The Board shall have approved the payment of the bonus compensation based on such factors as the Board shall consider including, without limitation, the availability of funds within the Company for payment of such compensation.

In lieu of, but not in addition to, the foregoing bonus compensation, the Company may pay such discretionary bonus compensation to the Executive from time to time as the Company, in its sole discretion, may determine.  Any such discretionary bonus compensation paid by the Company from time to time shall be deducted from, and not paid in addition to, any other bonus or deferred compensation to which the Executive would otherwise be entitled under this Section 4(f).  Factors to be considered in determining whether a discretionary bonus is warranted include, without limitation, the following:

(i) Successful efforts to cause Underwriters Laboratory to transfer the existing Axis Technologies Inc. file to the Company;

(ii) Successful efforts to cause a first or second tier public accounting firm to accept the Company as an audit client;

(iii) Successful efforts to cause any major utility company to acknowledge the Company’s products qualify for such utility company’s rebate program;

(iv) The availability of funds within the Company for payment of such bonus compensation; and

(v) Such other factors as either the Executive or the Company shall submit for consideration.

5.           Expenses. The Company recognizes that the Executive will have to incur certain out-of-pocket expenses, including but not limited to travel expenses, related to his services and the Company’s business and the Company agrees to reimburse the Executive for all reasonable expenses necessarily incurred by him in the performance of his duties upon presentation of documentation indicating the amount and business purposes of any such expenses; provided, that the Executive complies with the Company’s policies and procedures regarding business expenses.

6.           Voluntary Termination; Termination With Cause.  If the Executive shall cease being an employee of the Company on account of the Executive’s Voluntary Termination, or as the result of a Termination With Cause by the Company, the Executive shall forfeit all unvested Restricted Stock which shall be returned to the Company, and the Executive shall have no further rights against the Company under this Agreement after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, and (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date pursuant to Section 5.  In the event of a Voluntary Termination or a Termination With Cause, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

7.           Termination Upon Death or Permanent Disability.

(a)           Death.  The Executive’s employment with the Company shall terminate automatically upon the Executive’s death.  Upon termination of employment due to the Executive’s death, the Executive’s estate shall have no further rights against the Company hereunder after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date pursuant to Section 5, plus (iii) provided the Executive’s heir(s) properly elects COBRA continuation coverage, reimbursement of the COBRA premium for health care coverage for the Executive’s surviving spouse and children, as applicable and to the extent eligible for any elected coverage, for up to six (6) months following the Termination Date.  In addition, the Executive’s estate shall be entitled to any vested benefits under the Company’s Benefit Plans and under the Restricted Stock Award Agreement as of the Termination Date, in accordance with the terms of such plans.

(b)           Permanent Disability.  In the event of the Executive’s Permanent Disability, the Company may terminate the Executive’s employment with the Company if the Executive does not return to the full-time performance of his duties within thirty (30) days after a Termination Notice is given.  Upon termination of employment due to the Executive’s Permanent Disability, the Executive shall have no further rights against the Company hereunder after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date pursuant to Section 5, and (iii) provided the Executive properly elects COBRA continuation coverage, reimbursement of the COBRA premium for health care coverage for the Executive and the Executive’s spouse and children, as applicable and to the extent eligible for any elected coverage, for up to six (6) months following the Termination Date.  In addition, the Executive shall be entitled to any vested benefits under the Company’s Benefit Plans and under the Restricted Stock Award Agreement as of the Termination Date, in accordance with the terms of such plans.  In the event of a termination of employment upon the Executive’s Permanent Disability, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

(c)           Life Insurance.  Upon the Company’s request, the Executive shall cooperate with the Company in obtaining “key man” life insurance on the life of the Executive with death benefits payable to the Company.

8.           Termination Without Cause.  The Company may terminate the Executive’s employment for any reason, or no reason at all, at any time; provided, that upon a Termination Without Cause, the Company shall provide the compensation and benefits set forth in this Section 8.  In the event of a Termination Without Cause, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

Upon the Executive’s Termination Without Cause, unless the Company otherwise elects as set forth hereinbelow, the Company shall pay to the Executive, on the Termination Date, a lump sum amount, which is equal to the sum of (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date; plus (ii) the balance of Executive’s Base Salary through the end of the then existing Term; and (iii) reimbursement of business expenses to which the Executive is entitled pursuant to Section 5as of the Termination Date.  Notwithstanding the foregoing, upon termination, in lieu of a lump sum amount the Company may elect to continue paying to Executive the Base Salary through the remainder of the then existing Term in accordance with customary Company payroll policies.

The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans.  In addition, provided the Executive properly elects COBRA continuation coverage, the Company shall reimburse the Executive for the cost of COBRA premiums for health care coverage for the Executive and the Executive’s spouse and children, as applicable and to the extent eligible for any elected coverage, for up to six (6) months following the Termination Date.  In addition, the Executive shall be entitled to any vested benefits under the Restricted Stock Award Agreement as of the Termination Date in accordance with the terms thereof.

9.           Change of Control.  Notwithstanding the terms of any Award Agreement heretofore or hereafter granted to the Executive, in the event of a Change of Control, all Options and Restricted Stock granted to the Executive which do not constitute deferred compensation for Code Section 409A purposes shall become fully vested on the date of the Change of Control in accordance with the terms of the 2011 Plan. The Executive shall have the right to exercise any such Options in a manner provided for in the applicable Award Agreement. In the event of any conflict between the terms of this Section 9 and the terms of any Award Agreement granted to the Executive, the terms most favorable to the Company, as determined in the Company’s sole but reasonable discretion, shall control.

10.           Termination Upon Expiration.  If the Executive shall cease being an employee of the Company on account of a Termination Upon Expiration, the Executive shall have no further rights against the Company hereunder after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, and (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date under Section 5.  In addition, the Executive shall be entitled to any vested benefits under the Restricted Stock Award Agreement as of the Termination Date in accordance with the terms of such plan.  In the event of any Termination Upon Expiration, the Executive shall continue to be subject to the Confidentiality Agreement.  In the event of a Termination Upon Expiration caused by the Company (i.e., the Company gave notice to the Executive of the Company’s election to not extend the Term pursuant to Section 3(a)), then (a) for purposes of any Award Agreement granted to the Executive, the Termination Upon Expiration shall constitute an involuntary termination of the Executive’s employment by the Company, and not a voluntary termination by the Executive, and (b) the Executive shall not be subject to the Non-Compete Agreement following the Termination Date. In the event of a Termination Upon Expiration caused by the Executive (i.e., the Executive gave notice to the Company of the Executive’s election to not extend the Term pursuant to Section 3(a)), then (x) for purposes of any Award Agreement granted to the Executive, the Termination Upon Expiration shall constitute a voluntary termination of employment by the Executive, and (y) the Executive shall continue to be subject to the Non-Compete Agreement following the Termination Date.

11.           Exclusive Remedy.  To the extent permitted by applicable law, the payments contemplated by Section 7, Section 8, and Section 10 shall constitute the exclusive and sole remedy for any termination of the Executive’s employment due to death or Permanent Disability, any Termination Without Cause, or any Termination Upon Expiration.  The Executive agrees, for himself and any administrator, beneficiary, devisee, executor, heir, legatee or personal representative, (i) to not assert or pursue any remedies, other than an action to enforce the payments due to the Executive (or the Executive’s estate) under this Agreement, at law or in equity, with respect to the termination of the Executive’s employment under Section 7, Section 8, or Section 10, as applicable, and (ii) to execute a release and waiver on such terms and conditions as the Company may reasonably require as a condition of entitlement to such payments.

12.           Confidentiality and Noncompetition. The Executive shall enter into the Confidentiality Agreement and Non-Compete Agreement.  The Executive’s execution of those agreements is a material inducement for the Company to enter into this Agreement.  Therefore, this Agreement will be null and void unless the Executive enters into the Confidentiality Agreement and the Non-Compete Agreement.

13.           Employment Status.  The parties acknowledge and agree that the Executive is an employee of the Company, not an independent contractor.  Any payments made to the Executive by the Company pursuant to this Agreement shall be treated for federal and state payroll tax purposes as payments made to a Company employee, irrespective whether such payments are made subsequent to the Termination Date.

14.           Notices.  All notices or deliveries authorized or required pursuant to this Agreement shall be deemed to have been given when in writing and personally delivered or when deposited in the U.S. mail, certified, return receipt requested, postage prepaid, addressed to the parties at the following addresses or to such other addresses as either may designate in writing to the other party:

To the Company:	Green Ballast, Inc. 2620 Thousand Oaks, Suite 4000 Memphis, TN 38118 Attn: J. Kevin Adams
To the Executive:	Daniel L. Brown 2620 Thousand Oaks, Suite 4000 Memphis, TN 38118

15.           Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and shall not be modified in any manner except by instrument in writing signed, by or on behalf of, the parties hereto. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. In the event of any inconsistencies between the terms of this Agreement and any Award Agreement, the terms of this Agreement shall govern.

16.           Arbitration.  Any controversy concerning or claim arising out of or relating to this Agreement shall be settled by final and binding arbitration in Memphis, Tennessee at a location specified by the party seeking such arbitration.

(a)           The Arbitrators.  Any arbitration proceeding shall be conducted by three (3) Arbitrators and the decision of the Arbitrators shall be binding on all parties.  Each Arbitrator shall have substantial experience and expert competence in the matters being arbitrated.  The party desiring to submit any matter relating to this Agreement to arbitration shall do so by written notice to the other party, which notice shall set forth the items to be arbitrated, such party’s choice of an Arbitrator, and such party’s substantive position in the arbitration.  The party receiving such notice shall, within fifteen (15) days after receipt of such notice, appoint an Arbitrator and notify the other party of its appointment and of its substantive position.  The Arbitrators appointed by the parties to the Arbitration shall select an additional Arbitrator meeting the aforedescribed criteria.  The Arbitrators shall be required to render a decision in accordance with the procedures set forth in Section 16(b) below within thirty (30) days after being notified of their selection.  The fees of the Arbitrators shall be equally divided amongst the parties to the arbitration.

(b)           Arbitration Procedures.  Arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except to the extent the provisions of such are modified by this Agreement or the subsequent mutual agreement of the parties.  Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof.  Any party hereto may bring an action, including a summary or expedited proceeding, to compel arbitration of any controversy or claim to which this provision applies in any court having jurisdiction over such action in Shelby County, Tennessee, and the parties agree that jurisdiction and venue in Shelby County, Tennessee are appropriate and approved by such parties.

17.           Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of Tennessee without giving effect to conflict of laws principles thereof.

18.           Assignment. The Executive acknowledges that his services are unique and personal. Accordingly, the Executive may not assign his rights or delegate his duties or obligations under this Agreement.

19.           Headings.  Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

GREEN BALLAST, INC.
By:	/s/ Kevin Adams
Name:  Kevin Adams
Title: CEO
EXECUTIVE:
/s/ Daniel L. Brown
Daniel L. Brown

Exhibit A

GREEN BALLAST, INC.

NON-DISCLOSURE AND PROPRIETARY RIGHTS AGREEMENT

In consideration and as a condition of my employment (or my continued employment) with GREEN BALLAST, INC., or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my receipt of Confidential Information (as defined in Section 2 below) and of the compensation now and hereafter paid to me by the Company, the undersigned (hereinafter referred to as “Employee”) hereby acknowledges and agrees to the following:

1.           Purpose of Agreement.  Employee understands that the Company is engaged in a continuous program of research, development, production and marketing in connection with its business and that it is critical for the Company to preserve and protect its Confidential Information (as defined in Section 2 below), its rights in Inventions (as defined in Section 7 below) and in all related intellectual property rights.  Accordingly, Employee is entering into this Non-Disclosure and Proprietary Rights Agreement (this “Agreement”) as a condition of his or her employment (or continued employment) with the Company, regardless of whether Employee is expected to create Inventions of value for the Company.

2.           Non-Disclosure of Confidential Information.  At all times during his or her employment with the Company and thereafter, Employee will hold the Confidential Information in strictest confidence and Employee will not disclose, communicate, reproduce, copy, publish, license, distribute, modify, adapt, transmit, reverse engineer, decompile, disassemble or use any Confidential Information, except (a) as may be necessary for Employee to perform his or her duties as an employee of the Company for the exclusive benefit of the Company or (b) to the extent an officer of the Company expressly authorizes such in writing.  Employee will take all appropriate action, whether by instruction, agreement or otherwise, to ensure the protection, confidentiality and security of the Confidential Information and to satisfy Employee’s obligations under this Agreement. Employee will notify the Company immediately upon discovery of any loss, misuse, misappropriation or disclosure of Confidential Information or any other breach of this Agreement by Employee, and Employee will cooperate with the Company in every reasonable way to help the Company regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

For purposes of this Agreement, the term “Confidential Information” means, but is not limited to, all information that is possessed by or developed for the Company and which relates to the Company’s existing or potential business, which information is not reasonably knowable by the Company’s competitors or by the general public through lawful means.  Without limiting the generality of the foregoing, such Confidential Information also includes, but is not limited to, all Proprietary Rights (as defined in Section 3 below), all Third Party Information (as defined in Section 4 below) and all information regarding the Company’s operations, research and development efforts, plans for products or services, methods of doing business, business strategies, customers, suppliers, service providers, manufacturers, business relations, product prices and costs, markets, marketing plans, budgets and forecasts, financial information and/or Inventions, as well as information regarding the skills, know how and compensation of other employees of the Company. Confidential Information may be expressly designated as confidential or proprietary on its face (whether verbally, in writing or otherwise) or be of such a nature that a reasonable person under the circumstances should understand or believe it to be confidential or proprietary.  Confidential Information may be oral, written, recorded magnetically or electronically or otherwise stored, and may be that which Employee originates as well as that which otherwise comes into the possession or knowledge of Employee.

3.           Recognition of Company’s Rights.  Employee acknowledges and agrees that all Confidential Information will be the sole property of the Company and that the Company will be the sole owner of all patents, patent applications, design patents or registration, design patent applications, copyrights, mask works, trademarks, trade secrets and all other intellectual property rights throughout the world (collectively, "Proprietary Rights") in connection therewith.  Accordingly, Employee hereby assigns and agrees to assign to the Company any rights Employee may have or acquire in any Confidential Information and Proprietary Rights.

4.           Non-Disclosure of Third Party Information. Employee understands that the Company may from time to time receive from third parties confidential information ("Third Party Information"), subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes.  At all times during Employee’s employment with the Company and thereafter, Employee will hold the Third Party Information in strictest confidence and Employee will not disclose, communicate, reproduce, copy, publish, license, distribute, modify, adapt, transmit, reverse engineer, decompile, disassemble or use any Third Party Information, except (a) as may be necessary for Employee to perform his or her duties as an employee of the Company for the exclusive benefit of the Company or (b) to the extent an officer of the Company expressly authorizes such in writing.  Employee will take all appropriate action, whether by instruction, agreement or otherwise, to ensure the protection, confidentiality and security of the Third Party Information and to satisfy Employee’s obligations under this Agreement. Employee will notify the Company immediately upon discovery of any loss, misuse, misappropriation or disclosure of Third Party Information or any other breach of this Agreement by Employee, and Employee will cooperate with the Company in every reasonable way to help the Company prevent its further unauthorized use or disclosure.

5.           Return of Information; Inspections.  Employee will, at the Company’s request and/or upon termination of the employment relationship for any reason, return all originals, copies, reproductions and summaries of any Confidential Information and all other tangible materials and devices provided to Employee as Confidential Information or containing Confidential Information, and/or, at the Company’s option, certify destruction of the same. In addition, Employee will, at the Company’s request and/or upon termination of the employment relationship for any reason, return all originals, copies, reproductions and summaries of any Third Party Information and all other tangible materials and devices provided to Employee as Third Party Information or containing Third Party Information, and/or, at the Company’s option, certify destruction of the same.  Upon termination of his or her employment with the Company, Employee will promptly deliver to the Company all property in Employee’s possession, custody or control that is owned by the Company.  Employee agrees that any property situated on the Company’s premises and owned by the Company, including, but not limited to, computers, disks and other storage media, is subject to inspection by Company personnel at any time without notice.

6.           No Improper Use of Materials.  During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

7.           Assignment of Inventions.  Employee hereby irrevocably assigns to the Company all right, title and interest of Employee in and to any and all Inventions (and all Proprietary Rights with respect thereto), whether or not patentable, copyrightable or protectable as trade secrets, made, conceived, reduced to practice or created by Employee, either alone or jointly with others, during the period of his or her employment with the Company.  Employee acknowledges that all original works of authorship which are made by Employee (alone or jointly with others) within the scope of his or her employment and which are copyrightable are "works made for hire," as that term is defined in the United States Copyright Act.  In addition to the foregoing assignment of Inventions (and all Proprietary Rights with respect thereto) to the Company, Employee hereby irrevocably assigns to the Company any and all Moral Rights (as defined below) that Employee may have in or with respect to any Invention, and Employee forever waives and agrees not to assert any and all Moral Rights he or she may have in or with respect to any Invention, even after termination of employment with the Company.

For purposes of this Agreement, the term “Inventions” means inventions, discoveries, improvements, designs, techniques, ideas, processes, compositions of matter, formulas, data, software programs, databases, mask works, works of authorship, know-how and trade secrets.

For purposes of this Agreement, the term “Moral Rights” means any right to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country or under any treaty, regardless of whether such right is denominated or generally referred to as a “moral right.”

8.           Disclosure of Inventions.  Employee will promptly disclose to the Company all Inventions that Employee makes, conceives, reduces to practice or creates, either alone or jointly with others, during the period of his or her employment with the Company.  In addition, Employee will disclose to the Company all patent applications filed by Employee within three (3) years after termination of employment with the Company.

9.           Assistance.  Employee agrees to assist the Company in every proper way to obtain and, from time to time, enforce United States and foreign Proprietary Rights relating to Inventions assigned hereunder to the Company in any and all countries.  To that end, Employee will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof.  In addition, Employee will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee.  Employee’s obligation to assist the Company with respect to Proprietary Rights relating to Inventions in any and all countries will continue beyond the termination of Employee’s employment, but the Company agrees to compensate Employee at a reasonable rate after Employee’s termination for the time actually spent by Employee at the Company's request on such assistance.  Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney-in-fact to act for and on behalf of Employee (a) to execute, verify and file any document needed in connection with the actions specified in this section and (b) to do all other lawfully permitted acts to further the purposes of this section, in each case with the same legal force and effect as if executed or performed by Employee.  Employee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, which Employee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

10.         Prior Inventions.  Inventions, if any, which Employee made prior to the commencement of his or her employment with the Company are excluded from the scope of this Agreement.  To preclude any possible uncertainty, Employee has set forth on Exhibit A hereto a complete list of all Inventions that Employee, whether alone or jointly with others, has conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to commencement of his or her employment with the Company, that Employee considers to be his or her property or the property of third parties and that Employee wishes to have expressly excluded from the scope of this Agreement.

11.         Efforts; Non-Competition.  Employee acknowledges that his or her employment with the Company requires his or her full attention and effort during normal business hours, and Employee will give his or her best effort, skill and inventive ability to the business interests of the Company.  During the term of his or her employment with the Company, Employee will not, directly or indirectly, participate in the management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any person or entity that competes anywhere in the world with the Company in the conduct of the business of the Company as conducted or as proposed to be conducted (a “Competing Business”), nor will Employee engage in any other activities that conflict with his or her obligations to the Company.

12.         Non-Solicitation.  During the term of his or her employment by the Company and for a period of one (1) year after the date his or her employment with the Company ends for any reason, Employee will not, directly or indirectly, (a) hire, engage or solicit to hire or engage any individual who is engaged as a contractor or consultant or employed by the Company or who was engaged as a contractor or consultant or employed by the Company within six months of the proposed solicitation, hire or engagement, (b) otherwise induce or attempt to induce any individual who is engaged as a contractor or consultant or employed by the Company to terminate such engagement or employment, (c) in any way interfere with the relationship between the Company and any individual who is engaged as a contractor or consultant or employed by the Company; (d) contact, solicit, divert, appropriate or call upon with the intent of doing business with (other than for the exclusive benefit of the Company) any customer of the Company if the purpose of such activity is to solicit such customer or prospective customer for a Competing Business, to encourage such customer to discontinue, reduce or adversely alter the amount of such customer’s business with the Company or to otherwise interfere with the Company’s relationship with such customer, or (e) in any way interfere with the Company’s relationship with any supplier, manufacturer, service provider or other business relation of the Company.

13.          No Conflicting Obligation.  Employee represents and agrees that his or her performance of the provisions of this Agreement does not, and will not, breach any agreement to keep in confidence information acquired by Employee in confidence or in trust prior to his or her employment by the Company.  Employee agrees not to enter into any agreement, either written or oral, in conflict herewith.

14.          Reasonableness of Restrictions.  Employee agrees that the restrictions on Employee’s activities outlined in this Agreement are reasonable and necessary to protect the Company’s legitimate business interests, that the consideration provided by the Company is fair and reasonable, and that given the importance to the Company of its Confidential Information, the post-employment restrictions on Employee’s activities are likewise fair and reasonable.

15.          Injunctive Relief.  Employee acknowledges and agrees that failure to adhere to the terms of this Agreement will cause the Company irreparable damage for which monetary damages alone would be inadequate compensation.  Therefore, Employee agrees that, in addition to monetary damages, the Company will be entitled to an injunction and other equitable relief, including ex parte injunctive relief, in the event of any breach or threatened breach (such threatened breach being determined in the sole judgment of the Company) of the provisions of this Agreement. Employee waives the making of a bond or showing actual damages as a condition for obtaining injunctive relief.  Such remedy shall not be deemed the exclusive remedy for the breach of this Agreement by Employee, but will be in addition to all other remedies available to the Company whether at law or in equity.  Additionally, if Employee breaches this Agreement, the Company will be entitled to its reasonable attorney’s fees and costs associated with enforcing this Agreement.  Notwithstanding any judicial determination that any provision of this Agreement is not specifically enforceable, the Company will nonetheless be entitled to recover monetary damages as a result of any breach by Employee.

16.          Governing Law.  This Agreement will be governed by and construed in accordance with the internal laws of the state of Tennessee, without giving any effect to that state’s conflict of laws principles.

17.          Employment.  Employee acknowledges and agrees that this Agreement does not create an employment contract with the Company for any term other than as set forth herein, nor does it in any way limit the Company’s right to otherwise terminate Employee’s employment.  Any change or changes in Employee’s duties, salary or compensation will not affect the validity or scope of this Agreement.

18.          Severability.  Whenever possible, each provision of this Agreement will be interpreted in a manner to be effective, valid and enforceable. If, however, any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, then such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or the remaining provisions of this Agreement.  Furthermore, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and still have such similar provision be construed and enforced as legal, valid, and enforceable.

19.          Amendments; Waivers.  No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach.

20.          Assignment.  The Company may assign its rights under this Agreement. This Agreement, and the duties and obligations of Employee hereunder, may not be assigned or delegated by Employee.

21.          Survival.  The terms of this Agreement, and Employee’s duties and obligations hereunder, will survive any termination of Employee’s employment with the Company for any reason.

22.          Headings.    Headings in this Agreement are for informational purposes only and will not be used to construe the intent of this Agreement.

23.          Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the Company and Employee concerning the matters addressed herein.

24.          Further Assurances. Employee will cooperate reasonably with the Company in connection with any steps required to be taken as part of Employee’s obligations under this Agreement, and Employee will (a) execute and deliver to the Company such other documents, and (b) do such other acts and things, in each case as the Company may reasonably request for the purpose of carrying out the provisions of this Agreement.

25.          Acknowledgment.  Employee acknowledges that he or she has received a copy of this Agreement, which he or she has read and understood, and Employee voluntarily agrees to abide by its terms.  Employee authorizes the Company to notify any future employer(s) of Employee of the terms of this Agreement and Employee’s obligations hereunder.

*****

/s/ Daniel L. Brown		June 23, 2011
Employee Signature		Date
Daniel L. Brown
Employee Name
Accepted by:
GREEN BALLAST, INC.
By:	/s/ Kevin Adams
Name:  Kevin Adams
Title: CEO

Exhibit A

The following is a complete list of all inventions or improvements relevant to the subject matter of my employment with the Company that have been made, conceived, first reduced to practice or created by me, alone or jointly with others, prior to my employment with the Company that I desire to remove from the operation of the Company's Non-Disclosure and Proprietary Rights Agreement:

þ No inventions or improvements

¨ See below:

¨ Additional sheets attached.

I propose to bring to my employment the following materials and documents of a former employer:

þ No materials or documents

¨ See below:

¨ Additional sheets attached.

/s/ Daniel L. Brown	June 23, 2011
Employee Signature	Date
Daniel L. Brown
Employee Name

Exhibit B

GREEN BALLAST, INC.

NON-COMPETITION AGREEMENT

In consideration and as a condition of my employment (or my continued employment) with GREEN BALLAST, INC. , or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my receipt of the compensation now and hereafter paid to me by the Company, the undersigned (hereinafter referred to as “Employee”) hereby acknowledges and agrees to the following:

1.           Defined Terms.  For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

(a)          “Conflicting Organization” means any individual or entity that, directly or indirectly, engages in, or is about to become engaged in, the development, design, production, manufacture, promotion, marketing, sale, support or service of a Conflicting Product.

(b)          “Conflicting Product” means lighting ballasts or product, goods, products, product lines or services, and each and every component thereof, developed, designed, produced, manufactured, marketed, promoted, sold, supported or serviced, or that are in development or the subject of research, by anyone other than the Company that are the same or similar to, perform any of the same or similar functions as, may be substituted for, or are intended or used for any of the same purposes as, a Company Product.

(c)          “Company Product” means any lighting ballasts or product, goods, products, product lines or services (i) that during the last one (1) year in which Employee was employed by the Company, Employee, or persons under Employee’s management, direction or supervision, performed research regarding, designed, developed, produced, manufactured, marketed, promoted, sold, solicited sales of, supported or serviced on behalf of the Company, or (ii) with respect to which Employee at any time received or otherwise obtained or learned Confidential Information.

(d)          “Restricted Area” means the United States of America [or in any other country in which the Company sells Company Products].

2.           Efforts; Non-Competition.  Employee acknowledges that his or her employment with the Company requires his or her full attention and effort during normal business hours, and Employee will give his or her best effort, skill and inventive ability to the business interests of the Company.  During the term of his or her employment with the Company, Employee will not, directly or indirectly, participate in the management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any individual or entity that competes with the Company in the Restricted Area in the conduct of the business of the Company as conducted or as proposed to be conducted, nor will Employee engage in any other activities that conflict with his or her obligations to the Company.

In addition, for a period of one (1) year after the date his or her employment with the Company ends for any reason, Employee will not, directly or indirectly, participate in the management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any Conflicting Organization in the Restricted Area in connection with or relating to a Conflicting Product.

3.           No Conflicting Obligation.  Employee represents and agrees that his or her performance of the provisions of this Agreement does not, and will not, breach any agreement to keep in confidence information acquired by Employee in confidence or in trust prior to his or her employment by the Company.  Employee agrees not to enter into any agreement, either written or oral, in conflict herewith.

4.           Reasonableness of Restrictions.  Employee agrees that the restrictions on Employee’s activities outlined in this Agreement are reasonable and necessary to protect the Company’s legitimate business interests, that the consideration provided by the Company is fair and reasonable, and that the post-employment restrictions on Employee’s activities are fair and reasonable.

5.           Injunctive Relief.  Employee acknowledges and agrees that failure to adhere to the terms of this Agreement will cause the Company irreparable damage for which monetary damages alone would be inadequate compensation.  Therefore, Employee agrees that in addition to monetary damages, the Company will be entitled to an injunction and other equitable relief, including ex parte injunctive relief, in the event of any breach or threatened breach (such threatened breach being determined in the sole judgment of the Company) of the provisions of this Agreement. Employee waives the making of a bond or showing actual damages as a condition for obtaining injunctive relief.  Such remedy shall not be deemed the exclusive remedy for the breach of this Agreement by Employee, but will be in addition to all other remedies available at law or in equity to the Company. Additionally, if Employee breaches this Agreement, the Company will be entitled to its reasonable attorney’s fees and costs associated with enforcing this Agreement.  Notwithstanding any judicial determination that any provision of this Agreement is not specifically enforceable, the Company will nonetheless be entitled to recover monetary damages as a result of any breach by Employee.

6.           Governing Law.  This Agreement will be governed by and construed in accordance with the internal laws of the state of Tennessee, without giving any effect to that state’s conflict of laws principles.

7.           Employment.  Employee acknowledges and agrees that this Agreement does not create an employment contract with the Company for any term, nor does it in any way limit the Company’s right to otherwise terminate Employee’s employment.  Any change or changes in Employee’s duties, salary or compensation will not affect the validity or scope of this Agreement.

8.           Severability.  Whenever possible, each provision of this Agreement will be interpreted in a manner to be effective, valid and enforceable. If, however, any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, then such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or the remaining provisions of this Agreement.  Furthermore, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and still have such similar provision be construed and enforced as legal, valid, and enforceable.

9.           Amendments; Waivers.  No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach.

10.         Assignment.  The Company may assign its rights under this Agreement. This Agreement, and the duties and obligations of Employee hereunder, may not be assigned or delegated by Employee.

11.         Survival.  The terms of this Agreement, and Employee’s duties and obligations hereunder, will survive any termination of Employee’s employment with the Company for any reason.

12.         Headings.  Headings in this Agreement are for informational purposes only and will not be used to construe the intent of this Agreement.

13.         Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the Company and Employee concerning the matters addressed herein.

14.         Further Assurances. Employee will cooperate reasonably with the Company in connection with any steps required to be taken as part of Employee’s obligations under this Agreement, and Employee will (a) execute and deliver to the Company such other documents, and (b) do such other acts and things, in each case as the Company may reasonably request for the purpose of carrying out the provisions of this Agreement.

15.         Acknowledgment.  Employee acknowledges that he or she has received a copy of this Agreement, which he or she has read and understood, and Employee voluntarily agrees to abide by its terms.  Employee authorizes the Company to notify any future employer(s) of Employee of the terms of this Agreement and Employee’s obligations hereunder.

/s/ Daniel L. Brown		June 23, 2011
Employee Signature		Date
Daniel L. Brown
Employee Name
Accepted by:
GREEN BALLAST, INC.
By:	/s/ Kevin Adams
Name: Kevin Adams
Title: CEO

EX-10.7

GREEN BALLAST EMPLOYMENT AGREEMENT

(BETHELL)

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”).

WITNESSETH:

WHEREAS, the Company desires to employ the Executive to serve as the Chief Financial Officer or “CFO” for the Company;

WHEREAS, the Company and the Executive each deem it necessary and desirable to execute a written document setting forth the terms and conditions of said relationship; and

WHEREAS, to the extent this Agreement provides for any “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Agreement will be administered in compliance with Section 409A of the Code and the regulations promulgated thereunder.

NOW, THEREFORE, in consideration of the premises and mutual obligations hereinafter set forth, the parties agree as follows:

1.           Definitions.  For purposes of this Agreement, the following terms shall have the following definitions:

“2011 Plan” means the Company’s 2011 Restricted Stock Plan.

“Agreement” has the meaning set forth in the preamble above.

“Arbitrators” means the arbitrators selected to conduct any arbitration proceeding in connection with any disputes arising out of or relating to this Agreement.

“Award Agreement” means any agreement between the Executive and the Company granting the Executive Options or Restricted Stock.

“Base Salary” means the annual salary to be paid to the Executive as set forth in Section 4(a) of this Agreement.

“Benefit Plans” has the meaning set forth in Section 4(b) of this Agreement.

“Board” means the Board of Directors of the Company.

“Change of Control” shall have the meaning set forth in the 2011 Plan.

“Code” has the meaning set forth in the recitals above.

“Company” has the meaning set forth in the preamble above.

“Company Shares” means shares of common stock of the Company or any securities of a successor company which shall have replaced such common stock.

1

“Compensation Committee” means the compensation committee of the Board.

“Confidentiality Agreement” means that certain Non-Disclosure and Proprietary Rights Agreement between the Company and the Executive in substantially the form attached hereto as Exhibit A.

“Effective Date” has the meaning set forth in the preamble above.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Executive” has the meaning set forth in the preamble above.

“GBL” means Green Ballast, LLC, a Tennessee limited liability company.

“Non-Compete Agreement” means that certain Non-Compete Agreement between the Company and the Executive in substantially the form attached hereto as Exhibit B.

“Option(s)” means (i) any option issued to the Executive pursuant to the 2011 Plan or any other incentive plan adopted by the Company, (ii) other than options described in the preceding clause (i), any option issued to the Executive by the Company to purchase Company Shares, or (iii) any option granted under the plan of any successor company that replaces or assumes the Company’s options.

“Permanent Disability” means the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Company.  Medical determination of Permanent Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of the Company provided that the definition of “disability” applied under such disability insurance program complies with the requirements of the preceding sentence.  Upon the request of the Company, the Executive must submit proof to the Company of the Social Security Administration’s or the provider’s determination.

“Restricted Stock” means (i) any restricted Company Shares issued to the Executive pursuant to the 2011 Plan or any other incentive plan adopted by the Company, or (ii) any restricted stock granted under the plan of any successor company that replaces or assumes the Company’s restricted stock awards.

“Term” has the meaning assigned to it in Section 3(a) of this Agreement.

“Termination Date” means the date on which the employment of the Executive is terminated, which date shall be (i) in the case of the Executive’s death, the date of death, (ii) in the case of the Executive’s Permanent Disability, thirty (30) days after a Termination Notice is given, provided the Executive does not return to the full-time performance of his duties within such thirty (30) day period, (iii) in the case of a Termination Upon Expiration, the date upon which the Term expires, (iv) in the case of a Termination With Cause, the date specified in the Termination Notice, or (v) in all other instances, the date specified as the Termination Date in the Termination Notice, which date shall not be less than ninety (90) days from the date the Termination Notice is given.

“Termination Notice” means a written notice of termination of employment by the Executive or the Company.

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“Termination of Employment” means the termination of the Executive’s employment with the Company for reasons other than death or Permanent Disability.  Whether a Termination of Employment takes place is determined based on the facts and circumstances surrounding the termination of the Executive’s employment and whether the Company and the Executive intended for the Executive to provide significant services for the Company following such termination.  A change in the Executive’s employment status will not be considered a Termination of Employment if the Executive continues to provide services as an employee of the Company or in any other capacity at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period).

“Termination Upon Expiration” means the termination of the Executive’s employment upon the full expiration of the Term, including the full expiration of any extension thereof, following: (i) the Company’s notice to the Executive of the Company’s election to not extend the Term; or (ii) the Executive’s notice to the Company of the Executive’s election to not extend the Term, in each case as provided in Section 3(a) of this Agreement.

“Termination With Cause” means the termination of the Executive’s employment by the Company for any of the following reasons: (i) the Executive’s gross negligence or willful misconduct in the performance of the Executive’s duties where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company; (ii) the material violation by the Executive of any federal or state law or regulation or the Company’s compliance program in the performance of the Executive’s duties; (iii) the Executive’s breach of the Non-Compete Agreement; (iv) the Executive’s material breach of the Confidentiality Agreement; (v) the Executive’s commission of any act of fraud with respect to the Company; (vi) the Executive’s conviction of, or the Executive’s entry of a guilty plea or plea of nolo contendere with respect to, a felony; or (vii) the Executive’s failure to perform duties, as determined by the Board in its sole but reasonable discretion, consistent with this Agreement or the Executive’s position or to follow or comply with the reasonable directives of the Board or the Executive’s supervisor(s) (to the extent not inconsistent with the terms of this Agreement), provided that (A) the Executive shall have received written notice that specifically identifies the manner in which the Company believes that Executive has engaged in such failure and (B) the Executive shall not have cured such failure within thirty (30) days following receipt of such notice, provided further that such opportunity to cure a failure shall not apply if the Executive has received more than one notice with respect to the same or similar conduct pursuant to this clause (vii) during any twelve (12) consecutive month period.

“Termination Without Cause” means the termination of the Executive’s employment by the Company for any reason other than (i) Termination With Cause, (ii) termination by the Company due to the Executive’s death or Permanent Disability, or (iii) Termination Upon Expiration.

“Voluntary Termination” means the Executive’s voluntary termination of his employment hereunder for any reason.  If the Executive gives a Termination Notice of Voluntary Termination and, prior to the Termination Date, the Executive voluntarily refuses or fails to provide substantially all the services described in Section 2 hereof for a period greater than two consecutive weeks, the Voluntary Termination shall be deemed to be effective as of the date on which the Executive so ceases to carry out his duties. Voluntary refusal to perform services shall not include (i) taking vacation otherwise permitted in accordance with Section 4(c) hereof, (ii) the Executive’s failure to perform services on account of his illness or the illness of a member of the Executive’s immediate family, provided such illness is adequately substantiated at the reasonable request of the Company, or (iii) any other absence from service with the written consent of the Board.

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2.           Employment; Services.  The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of Chief Financial Officer for the Company to serve for the Term hereof, subject to earlier termination as hereinafter provided.  The Executive shall assume and discharge such duties and responsibilities as are commensurate with the Executive’s position.  The Executive shall exert his best efforts and devote such amount of his business time and attention to the Company’s affairs as is required for the performance of his duties hereunder.

3.           Term; Termination.

(a)           The term of the Executive’s employment under this Agreement (the “Term”) shall commence on the Effective Date for purposes of this Agreement and end on March 31, 2013, unless extended or terminated earlier as set forth herein.  On such date and on each successive anniversary thereof, the Term shall be automatically extended for an additional one (1) year period, unless one party gives notice to the other of such party’s election to not extend the then current Term, which notice must be given no later than thirty (30) days prior to the end of the then-current Term.  Notwithstanding the foregoing, employment during any Term shall be subject to earlier termination in accordance with the terms of this Agreement.

(b)           Any purported termination of employment by the Executive or the Company, other than by reason of the Executive’s death, shall be communicated by a Termination Notice.  The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination.

4.           Compensation.

(a)           Base Salary.  During the Term, the Company shall pay the Executive for his services a “Base Salary” of One Hundred Seventy Five Thousand Dollars ($175,000) for calendar year end 2011, Two Hundred Twenty Five Thousand Dollars ($225,000) for calendar year end 2012, Two Hundred Fifty Thousand Dollars ($250,000) for calendar year end 2013, and Two Hundred Seventy Five Thousand Dollars ($275,000) for calendar year end 2014, to be paid in accordance with customary Company policies.

(b)           Benefit Plans.  During the Executive’s employment, the Executive shall be entitled to participate in, and to all rights and benefits provided by, the health, life, medical, dental, disability, insurance and welfare plans that are maintained from time to time by the Company for the benefit of the Executive, the executives of the Company generally or for the Company’s employees generally, provided that the Executive is eligible to participate in such plan under the eligibility provisions thereof that are generally applicable to the participants thereof (collectively, “Benefit Plans”).

(c)           Vacation. The Executive shall be entitled each year to vacation time, during which time his compensation shall be paid in full. The time allotted for such vacation shall be two (2) weeks, to be taken at such time or times as shall be mutually convenient and consistent with his duties and obligations to the Company.  Vacation accrues based on the Executive's anniversary date.  Any unused vacation shall not be carried into subsequent years.

(d)           Overall Qualification.  Nothing in this Agreement shall be construed as preventing the Company from modifying, suspending, discontinuing or terminating any of the Benefit Plans without notice or liability to the Executive so long as (i) the modification, suspension, discontinuation or termination of any such plan is authorized by and performed in accordance with the specific provisions of such plan and (ii) such modification, suspension, discontinuation or termination is taken generally with respect to all similarly situated employees of the Company and does not single out or discriminate against the Executive.

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(e)           Restricted Stock; Vesting.  As part of the Executive’s compensation, Executive shall be issued Sixteen Million Four Hundred Ninety Nine Thousand Seven Hundred (16,499,700) restricted Company Shares which shall vest in Executive, become unrestricted and be delivered to Executive in accordance with the terms and conditions of the Executive’s Restricted Stock Award Agreement, as well as in accordance with the 2011 Plan.

(f)           Bonus Compensation.  Subject to the conditions precedent set forth below which must be met, the Executive shall also be entitled to the following bonus compensation:

(i) Fiscal Year End 2011 - $199,500

(ii) Fiscal Year End 2012 - $225,000

(iii) Fiscal Year End 2013 - $250,000

(iv) Fiscal Year End 2014 - $275,000

Notwithstanding the foregoing, the bonus compensation shall accrue and be deferred, and no portion thereof shall be earned or payable by the Company, until the following conditions precedent have been met:

(i) The vesting conditions set forth in Section 2.1(a) of the 2011 Plan must have been met, provided, however, any accrued or deferred bonus compensation shall be prorated and may be earned (subject to any other conditions) in one-third (1/3) increments as each of the three (3) vesting conditions set forth in the 2011 Plan are met;

(ii) The GBL authorization condition set forth in Section 2.1(d) of the 2011 Plan must have been satisfied, or waived by GBL; and

(iii) The Board shall have approved the payment of the bonus compensation based on such factors as the Board shall consider including, without limitation, the availability of funds within the Company for payment of such compensation.

In lieu of, but not in addition to, the foregoing bonus compensation, the Company may pay such discretionary bonus compensation to the Executive from time to time as the Company, in its sole discretion, may determine.  Any such discretionary bonus compensation paid by the Company from time to time shall be deducted from, and not paid in addition to, any other bonus or deferred compensation to which the Executive would otherwise be entitled under this Section 4(f).  Factors to be considered in determining whether a discretionary bonus is warranted include, without limitation, the following:

(i) Successful efforts to cause Underwriters Laboratory to transfer the existing Axis Technologies Inc. file to the Company;

(ii) Successful efforts to cause a first or second tier public accounting firm to accept the Company as an audit client;

(iii) Successful efforts to cause any major utility company to acknowledge the Company’s products qualify for such utility company’s rebate program;

(iv) The availability of funds within the Company for payment of such bonus compensation; and

(v) Such other factors as either the Executive or the Company shall submit for consideration.

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5.           Expenses. The Company recognizes that the Executive will have to incur certain out-of-pocket expenses, including but not limited to travel expenses, related to his services and the Company’s business and the Company agrees to reimburse the Executive for all reasonable expenses necessarily incurred by him in the performance of his duties upon presentation of documentation indicating the amount and business purposes of any such expenses; provided, that the Executive complies with the Company’s policies and procedures regarding business expenses.

6.           Voluntary Termination; Termination With Cause.  If the Executive shall cease being an employee of the Company on account of the Executive’s Voluntary Termination, or as the result of a Termination With Cause by the Company, the Executive shall forfeit all unvested Restricted Stock which shall be returned to the Company, and the Executive shall have no further rights against the Company under this Agreement after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, and (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date pursuant to Section 5.  In the event of a Voluntary Termination or a Termination With Cause, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

7.           Termination Upon Death or Permanent Disability.

(a)           Death.  The Executive’s employment with the Company shall terminate automatically upon the Executive’s death.  Upon termination of employment due to the Executive’s death, the Executive’s estate shall have no further rights against the Company hereunder after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date pursuant to Section 5, plus (iii) provided the Executive’s heir(s) properly elects COBRA continuation coverage, reimbursement of the COBRA premium for health care coverage for the Executive’s surviving spouse and children, as applicable and to the extent eligible for any elected coverage, for up to six (6) months following the Termination Date.  In addition, the Executive’s estate shall be entitled to any vested benefits under the Company’s Benefit Plans and under the Restricted Stock Award Agreement as of the Termination Date, in accordance with the terms of such plans.

(b)           Permanent Disability.  In the event of the Executive’s Permanent Disability, the Company may terminate the Executive’s employment with the Company if the Executive does not return to the full-time performance of his duties within thirty (30) days after a Termination Notice is given.  Upon termination of employment due to the Executive’s Permanent Disability, the Executive shall have no further rights against the Company hereunder after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date pursuant to Section 5, and (iii) provided the Executive properly elects COBRA continuation coverage, reimbursement of the COBRA premium for health care coverage for the Executive and the Executive’s spouse and children, as applicable and to the extent eligible for any elected coverage, for up to six (6) months following the Termination Date.  In addition, the Executive shall be entitled to any vested benefits under the Company’s Benefit Plans and under the Restricted Stock Award Agreement as of the Termination Date, in accordance with the terms of such plans.  In the event of a termination of employment upon the Executive’s Permanent Disability, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

(c)           Life Insurance.  Upon the Company’s request, the Executive shall cooperate with the Company in obtaining “key man” life insurance on the life of the Executive with death benefits payable to the Company.

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8.           Termination Without Cause.  The Company may terminate the Executive’s employment for any reason, or no reason at all, at any time; provided, that upon a Termination Without Cause, the Company shall provide the compensation and benefits set forth in this Section 8.  In the event of a Termination Without Cause, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

Upon the Executive’s Termination Without Cause, unless the Company otherwise elects as set forth hereinbelow, the Company shall pay to the Executive, on the Termination Date, a lump sum amount, which is equal to the sum of (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date; plus (ii) the balance of Executive’s Base Salary through the end of the then existing Term; and (iii) reimbursement of business expenses to which the Executive is entitled pursuant to Section 5 as of the Termination Date.  Notwithstanding the foregoing, upon termination, in lieu of a lump sum amount the Company may elect to continue paying to Executive the Base Salary through the remainder of the then existing Term in accordance with customary Company payroll policies.

The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans.  In addition, provided the Executive properly elects COBRA continuation coverage, the Company shall reimburse the Executive for the cost of COBRA premiums for health care coverage for the Executive and the Executive’s spouse and children, as applicable and to the extent eligible for any elected coverage, for up to six (6) months following the Termination Date.  In addition, the Executive shall be entitled to any vested benefits under the Restricted Stock Award Agreement as of the Termination Date in accordance with the terms thereof.

9.           Change of Control.  Notwithstanding the terms of any Award Agreement heretofore or hereafter granted to the Executive, in the event of a Change of Control, all Options and Restricted Stock granted to the Executive which do not constitute deferred compensation for Code Section 409A purposes shall become fully vested on the date of the Change of Control in accordance with the terms of the 2011 Plan. The Executive shall have the right to exercise any such Options in a manner provided for in the applicable Award Agreement. In the event of any conflict between the terms of this Section 9 and the terms of any Award Agreement granted to the Executive, the terms most favorable to the Company, as determined in the Company’s sole but reasonable discretion, shall control.

10.         Termination Upon Expiration.  If the Executive shall cease being an employee of the Company on account of a Termination Upon Expiration, the Executive shall have no further rights against the Company hereunder after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, and (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date under Section 5.  In addition, the Executive shall be entitled to any vested benefits under the Restricted Stock Award Agreement as of the Termination Date in accordance with the terms of such plan.  In the event of any Termination Upon Expiration, the Executive shall continue to be subject to the Confidentiality Agreement.  In the event of a Termination Upon Expiration caused by the Company (i.e., the Company gave notice to the Executive of the Company’s election to not extend the Term pursuant to Section 3(a)), then (a) for purposes of any Award Agreement granted to the Executive, the Termination Upon Expiration shall constitute an involuntary termination of the Executive’s employment by the Company, and not a voluntary termination by the Executive, and (b) the Executive shall not be subject to the Non-Compete Agreement following the Termination Date. In the event of a Termination Upon Expiration caused by the Executive (i.e., the Executive gave notice to the Company of the Executive’s election to not extend the Term pursuant to Section 3(a)), then (x) for purposes of any Award Agreement granted to the Executive, the Termination Upon Expiration shall constitute a voluntary termination of employment by the Executive, and (y) the Executive shall continue to be subject to the Non-Compete Agreement following the Termination Date.

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11.         Exclusive Remedy.  To the extent permitted by applicable law, the payments contemplated by Section 7, Section 8, and Section 10 shall constitute the exclusive and sole remedy for any termination of the Executive’s employment due to death or Permanent Disability, any Termination Without Cause, or any Termination Upon Expiration.  The Executive agrees, for himself and any administrator, beneficiary, devisee, executor, heir, legatee or personal representative, (i) to not assert or pursue any remedies, other than an action to enforce the payments due to the Executive (or the Executive’s estate) under this Agreement, at law or in equity, with respect to the termination of the Executive’s employment under Section 7, Section 8, or Section 10, as applicable, and (ii) to execute a release and waiver on such terms and conditions as the Company may reasonably require as a condition of entitlement to such payments.

12.         Confidentiality and Noncompetition. The Executive shall enter into the Confidentiality Agreement and Non-Compete Agreement.  The Executive’s execution of those agreements is a material inducement for the Company to enter into this Agreement.  Therefore, this Agreement will be null and void unless the Executive enters into the Confidentiality Agreement and the Non-Compete Agreement.

13.         Employment Status.  The parties acknowledge and agree that the Executive is an employee of the Company, not an independent contractor.  Any payments made to the Executive by the Company pursuant to this Agreement shall be treated for federal and state payroll tax purposes as payments made to a Company employee, irrespective whether such payments are made subsequent to the Termination Date.

14.         Notices.  All notices or deliveries authorized or required pursuant to this Agreement shall be deemed to have been given when in writing and personally delivered or when deposited in the U.S. mail, certified, return receipt requested, postage prepaid, addressed to the parties at the following addresses or to such other addresses as either may designate in writing to the other party:

To the Company: Green Ballast, Inc.

2620 Thousand Oaks, Suite 4000

Memphis, TN 38118

Attn: J. Kevin Adams

To the Executive: William Bethell

2620 Thousand Oaks, Suite 4000

Memphis, TN 38118

15.         Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and shall not be modified in any manner except by instrument in writing signed, by or on behalf of, the parties hereto. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. In the event of any inconsistencies between the terms of this Agreement and any Award Agreement, the terms of this Agreement shall govern.

16.         Arbitration.  Any controversy concerning or claim arising out of or relating to this Agreement shall be settled by final and binding arbitration in Memphis, Tennessee at a location specified by the party seeking such arbitration.

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(a)           The Arbitrators.  Any arbitration proceeding shall be conducted by three (3) Arbitrators and the decision of the Arbitrators shall be binding on all parties.  Each Arbitrator shall have substantial experience and expert competence in the matters being arbitrated.  The party desiring to submit any matter relating to this Agreement to arbitration shall do so by written notice to the other party, which notice shall set forth the items to be arbitrated, such party’s choice of an Arbitrator, and such party’s substantive position in the arbitration.  The party receiving such notice shall, within fifteen (15) days after receipt of such notice, appoint an Arbitrator and notify the other party of its appointment and of its substantive position.  The Arbitrators appointed by the parties to the Arbitration shall select an additional Arbitrator meeting the aforedescribed criteria.  The Arbitrators shall be required to render a decision in accordance with the procedures set forth in Section 16(b) below within thirty (30) days after being notified of their selection.  The fees of the Arbitrators shall be equally divided amongst the parties to the arbitration.

(b)           Arbitration Procedures.  Arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except to the extent the provisions of such are modified by this Agreement or the subsequent mutual agreement of the parties.  Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof.  Any party hereto may bring an action, including a summary or expedited proceeding, to compel arbitration of any controversy or claim to which this provision applies in any court having jurisdiction over such action in Shelby County, Tennessee, and the parties agree that jurisdiction and venue in Shelby County, Tennessee are appropriate and approved by such parties.

17.         Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of Tennessee without giving effect to conflict of laws principles thereof.

18.         Assignment. The Executive acknowledges that his services are unique and personal. Accordingly, the Executive may not assign his rights or delegate his duties or obligations under this Agreement.

19.         Headings.  Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

GREEN BALLAST, INC.
By:	/s/ Kevin Adams
Name:  Kevin Adams
Title: CEO
EXECUTIVE:
/s/ William Bethell
William Bethell

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Exhibit A

GREEN BALLAST, INC.

NON-DISCLOSURE AND PROPRIETARY RIGHTS AGREEMENT

In consideration and as a condition of my employment (or my continued employment) with GREEN BALLAST, INC., or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my receipt of Confidential Information (as defined in Section 2 below) and of the compensation now and hereafter paid to me by the Company, the undersigned (hereinafter referred to as “Employee”) hereby acknowledges and agrees to the following:

1.           Purpose of Agreement.  Employee understands that the Company is engaged in a continuous program of research, development, production and marketing in connection with its business and that it is critical for the Company to preserve and protect its Confidential Information (as defined in Section 2 below), its rights in Inventions (as defined in Section 7 below) and in all related intellectual property rights.  Accordingly, Employee is entering into this Non-Disclosure and Proprietary Rights Agreement (this “Agreement”) as a condition of his or her employment (or continued employment) with the Company, regardless of whether Employee is expected to create Inventions of value for the Company.

2.           Non-Disclosure of Confidential Information.  At all times during his or her employment with the Company and thereafter, Employee will hold the Confidential Information in strictest confidence and Employee will not disclose, communicate, reproduce, copy, publish, license, distribute, modify, adapt, transmit, reverse engineer, decompile, disassemble or use any Confidential Information, except (a) as may be necessary for Employee to perform his or her duties as an employee of the Company for the exclusive benefit of the Company or (b) to the extent an officer of the Company expressly authorizes such in writing.  Employee will take all appropriate action, whether by instruction, agreement or otherwise, to ensure the protection, confidentiality and security of the Confidential Information and to satisfy Employee’s obligations under this Agreement. Employee will notify the Company immediately upon discovery of any loss, misuse, misappropriation or disclosure of Confidential Information or any other breach of this Agreement by Employee, and Employee will cooperate with the Company in every reasonable way to help the Company regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

For purposes of this Agreement, the term “Confidential Information” means, but is not limited to, all information that is possessed by or developed for the Company and which relates to the Company’s existing or potential business, which information is not reasonably knowable by the Company’s competitors or by the general public through lawful means.  Without limiting the generality of the foregoing, such Confidential Information also includes, but is not limited to, all Proprietary Rights (as defined in Section 3 below), all Third Party Information (as defined in Section 4 below) and all information regarding the Company’s operations, research and development efforts, plans for products or services, methods of doing business, business strategies, customers, suppliers, service providers, manufacturers, business relations, product prices and costs, markets, marketing plans, budgets and forecasts, financial information and/or Inventions, as well as information regarding the skills, know how and compensation of other employees of the Company. Confidential Information may be expressly designated as confidential or proprietary on its face (whether verbally, in writing or otherwise) or be of such a nature that a reasonable person under the circumstances should understand or believe it to be confidential or proprietary.  Confidential Information may be oral, written, recorded magnetically or electronically or otherwise stored, and may be that which Employee originates as well as that which otherwise comes into the possession or knowledge of Employee.

3.           Recognition of Company’s Rights.  Employee acknowledges and agrees that all Confidential Information will be the sole property of the Company and that the Company will be the sole owner of all patents, patent applications, design patents or registration, design patent applications, copyrights, mask works, trademarks, trade secrets and all other intellectual property rights throughout the world (collectively, "Proprietary Rights") in connection therewith.  Accordingly, Employee hereby assigns and agrees to assign to the Company any rights Employee may have or acquire in any Confidential Information and Proprietary Rights.

4.           Non-Disclosure of Third Party Information. Employee understands that the Company may from time to time receive from third parties confidential information ("Third Party Information"), subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes.  At all times during Employee’s employment with the Company and thereafter, Employee will hold the Third Party Information in strictest confidence and Employee will not disclose, communicate, reproduce, copy, publish, license, distribute, modify, adapt, transmit, reverse engineer, decompile, disassemble or use any Third Party Information, except (a) as may be necessary for Employee to perform his or her duties as an employee of the Company for the exclusive benefit of the Company or (b) to the extent an officer of the Company expressly authorizes such in writing.  Employee will take all appropriate action, whether by instruction, agreement or otherwise, to ensure the protection, confidentiality and security of the Third Party Information and to satisfy Employee’s obligations under this Agreement. Employee will notify the Company immediately upon discovery of any loss, misuse, misappropriation or disclosure of Third Party Information or any other breach of this Agreement by Employee, and Employee will cooperate with the Company in every reasonable way to help the Company prevent its further unauthorized use or disclosure.

5.           Return of Information; Inspections.  Employee will, at the Company’s request and/or upon termination of the employment relationship for any reason, return all originals, copies, reproductions and summaries of any Confidential Information and all other tangible materials and devices provided to Employee as Confidential Information or containing Confidential Information, and/or, at the Company’s option, certify destruction of the same. In addition, Employee will, at the Company’s request and/or upon termination of the employment relationship for any reason, return all originals, copies, reproductions and summaries of any Third Party Information and all other tangible materials and devices provided to Employee as Third Party Information or containing Third Party Information, and/or, at the Company’s option, certify destruction of the same.  Upon termination of his or her employment with the Company, Employee will promptly deliver to the Company all property in Employee’s possession, custody or control that is owned by the Company.  Employee agrees that any property situated on the Company’s premises and owned by the Company, including, but not limited to, computers, disks and other storage media, is subject to inspection by Company personnel at any time without notice.

6.           No Improper Use of Materials.  During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

7.           Assignment of Inventions.  Employee hereby irrevocably assigns to the Company all right, title and interest of Employee in and to any and all Inventions (and all Proprietary Rights with respect thereto), whether or not patentable, copyrightable or protectable as trade secrets, made, conceived, reduced to practice or created by Employee, either alone or jointly with others, during the period of his or her employment with the Company.  Employee acknowledges that all original works of authorship which are made by Employee (alone or jointly with others) within the scope of his or her employment and which are copyrightable are "works made for hire," as that term is defined in the United States Copyright Act.  In addition to the foregoing assignment of Inventions (and all Proprietary Rights with respect thereto) to the Company, Employee hereby irrevocably assigns to the Company any and all Moral Rights (as defined below) that Employee may have in or with respect to any Invention, and Employee forever waives and agrees not to assert any and all Moral Rights he or she may have in or with respect to any Invention, even after termination of employment with the Company.

For purposes of this Agreement, the term “Inventions” means inventions, discoveries, improvements, designs, techniques, ideas, processes, compositions of matter, formulas, data, software programs, databases, mask works, works of authorship, know-how and trade secrets.

For purposes of this Agreement, the term “Moral Rights” means any right to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country or under any treaty, regardless of whether such right is denominated or generally referred to as a “moral right.”

8.           Disclosure of Inventions.  Employee will promptly disclose to the Company all Inventions that Employee makes, conceives, reduces to practice or creates, either alone or jointly with others, during the period of his or her employment with the Company.  In addition, Employee will disclose to the Company all patent applications filed by Employee within three (3) years after termination of employment with the Company.

9.           Assistance.  Employee agrees to assist the Company in every proper way to obtain and, from time to time, enforce United States and foreign Proprietary Rights relating to Inventions assigned hereunder to the Company in any and all countries.  To that end, Employee will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof.  In addition, Employee will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee.  Employee’s obligation to assist the Company with respect to Proprietary Rights relating to Inventions in any and all countries will continue beyond the termination of Employee’s employment, but the Company agrees to compensate Employee at a reasonable rate after Employee’s termination for the time actually spent by Employee at the Company's request on such assistance.  Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney-in-fact to act for and on behalf of Employee (a) to execute, verify and file any document needed in connection with the actions specified in this section and (b) to do all other lawfully permitted acts to further the purposes of this section, in each case with the same legal force and effect as if executed or performed by Employee.  Employee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, which Employee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

10.         Prior Inventions.  Inventions, if any, which Employee made prior to the commencement of his or her employment with the Company are excluded from the scope of this Agreement.  To preclude any possible uncertainty, Employee has set forth on Exhibit A hereto a complete list of all Inventions that Employee, whether alone or jointly with others, has conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to commencement of his or her employment with the Company, that Employee considers to be his or her property or the property of third parties and that Employee wishes to have expressly excluded from the scope of this Agreement.

11.         Efforts; Non-Competition.  Employee acknowledges that his or her employment with the Company requires his or her full attention and effort during normal business hours, and Employee will give his or her best effort, skill and inventive ability to the business interests of the Company.  During the term of his or her employment with the Company, Employee will not, directly or indirectly, participate in the management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any person or entity that competes anywhere in the world with the Company in the conduct of the business of the Company as conducted or as proposed to be conducted (a “Competing Business”), nor will Employee engage in any other activities that conflict with his or her obligations to the Company.

12.         Non-Solicitation.  During the term of his or her employment by the Company and for a period of one (1) year after the date his or her employment with the Company ends for any reason, Employee will not, directly or indirectly, (a) hire, engage or solicit to hire or engage any individual who is engaged as a contractor or consultant or employed by the Company or who was engaged as a contractor or consultant or employed by the Company within six months of the proposed solicitation, hire or engagement, (b) otherwise induce or attempt to induce any individual who is engaged as a contractor or consultant or employed by the Company to terminate such engagement or employment, (c) in any way interfere with the relationship between the Company and any individual who is engaged as a contractor or consultant or employed by the Company; (d) contact, solicit, divert, appropriate or call upon with the intent of doing business with (other than for the exclusive benefit of the Company) any customer of the Company if the purpose of such activity is to solicit such customer or prospective customer for a Competing Business, to encourage such customer to discontinue, reduce or adversely alter the amount of such customer’s business with the Company or to otherwise interfere with the Company’s relationship with such customer, or (e) in any way interfere with the Company’s relationship with any supplier, manufacturer, service provider or other business relation of the Company.

13.         No Conflicting Obligation.  Employee represents and agrees that his or her performance of the provisions of this Agreement does not, and will not, breach any agreement to keep in confidence information acquired by Employee in confidence or in trust prior to his or her employment by the Company.  Employee agrees not to enter into any agreement, either written or oral, in conflict herewith.

14.         Reasonableness of Restrictions.  Employee agrees that the restrictions on Employee’s activities outlined in this Agreement are reasonable and necessary to protect the Company’s legitimate business interests, that the consideration provided by the Company is fair and reasonable, and that given the importance to the Company of its Confidential Information, the post-employment restrictions on Employee’s activities are likewise fair and reasonable.

15.         Injunctive Relief.  Employee acknowledges and agrees that failure to adhere to the terms of this Agreement will cause the Company irreparable damage for which monetary damages alone would be inadequate compensation.  Therefore, Employee agrees that, in addition to monetary damages, the Company will be entitled to an injunction and other equitable relief, including ex parte injunctive relief, in the event of any breach or threatened breach (such threatened breach being determined in the sole judgment of the Company) of the provisions of this Agreement. Employee waives the making of a bond or showing actual damages as a condition for obtaining injunctive relief.  Such remedy shall not be deemed the exclusive remedy for the breach of this Agreement by Employee, but will be in addition to all other remedies available to the Company whether at law or in equity.  Additionally, if Employee breaches this Agreement, the Company will be entitled to its reasonable attorney’s fees and costs associated with enforcing this Agreement.  Notwithstanding any judicial determination that any provision of this Agreement is not specifically enforceable, the Company will nonetheless be entitled to recover monetary damages as a result of any breach by Employee.

16.         Governing Law.  This Agreement will be governed by and construed in accordance with the internal laws of the state of Tennessee, without giving any effect to that state’s conflict of laws principles.

17.         Employment.  Employee acknowledges and agrees that this Agreement does not create an employment contract with the Company for any term other than as set forth herein, nor does it in any way limit the Company’s right to otherwise terminate Employee’s employment.  Any change or changes in Employee’s duties, salary or compensation will not affect the validity or scope of this Agreement.

18.         Severability.  Whenever possible, each provision of this Agreement will be interpreted in a manner to be effective, valid and enforceable. If, however, any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, then such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or the remaining provisions of this Agreement.  Furthermore, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and still have such similar provision be construed and enforced as legal, valid, and enforceable.

19.         Amendments; Waivers.  No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach.

20.         Assignment.  The Company may assign its rights under this Agreement. This Agreement, and the duties and obligations of Employee hereunder, may not be assigned or delegated by Employee.

21.         Survival.  The terms of this Agreement, and Employee’s duties and obligations hereunder, will survive any termination of Employee’s employment with the Company for any reason.

22.         Headings.    Headings in this Agreement are for informational purposes only and will not be used to construe the intent of this Agreement.

23.         Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the Company and Employee concerning the matters addressed herein.

24.         Further Assurances. Employee will cooperate reasonably with the Company in connection with any steps required to be taken as part of Employee’s obligations under this Agreement, and Employee will (a) execute and deliver to the Company such other documents, and (b) do such other acts and things, in each case as the Company may reasonably request for the purpose of carrying out the provisions of this Agreement.

25.         Acknowledgment.  Employee acknowledges that he or she has received a copy of this Agreement, which he or she has read and understood, and Employee voluntarily agrees to abide by its terms.  Employee authorizes the Company to notify any future employer(s) of Employee of the terms of this Agreement and Employee’s obligations hereunder.

*****

/s/ William Bethell		June 23, 2011
Employee Signature		Date
William Bethell
Employee Name
Accepted by:
GREEN BALLAST, INC.
By:	/s/ Kevin Adams
Name:  Kevin Adams
Title: CEO

Exhibit A

The following is a complete list of all inventions or improvements relevant to the subject matter of my employment with the Company that have been made, conceived, first reduced to practice or created by me, alone or jointly with others, prior to my employment with the Company that I desire to remove from the operation of the Company's Non-Disclosure and Proprietary Rights Agreement:

þ No inventions or improvements

¨ See below:

¨ Additional sheets attached.

I propose to bring to my employment the following materials and documents of a former employer:

þ No materials or documents

¨ See below:

¨ Additional sheets attached.

/s/ William Bethell	June 23, 2011
Employee Signature	Date
William Bethell
Employee Name

Exhibit B

GREEN BALLAST, INC.

NON-COMPETITION AGREEMENT

In consideration and as a condition of my employment (or my continued employment) with GREEN BALLAST, INC. , or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my receipt of the compensation now and hereafter paid to me by the Company, the undersigned (hereinafter referred to as “Employee”) hereby acknowledges and agrees to the following:

1.           Defined Terms.  For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

(a)           “Conflicting Organization” means any individual or entity that, directly or indirectly, engages in, or is about to become engaged in, the development, design, production, manufacture, promotion, marketing, sale, support or service of a Conflicting Product.

(b)           “Conflicting Product” means lighting ballasts or product, goods, products, product lines or services, and each and every component thereof, developed, designed, produced, manufactured, marketed, promoted, sold, supported or serviced, or that are in development or the subject of research, by anyone other than the Company that are the same or similar to, perform any of the same or similar functions as, may be substituted for, or are intended or used for any of the same purposes as, a Company Product.

(c)           “Company Product” means any lighting ballasts or product, goods, products, product lines or services (i) that during the last one (1) year in which Employee was employed by the Company, Employee, or persons under Employee’s management, direction or supervision, performed research regarding, designed, developed, produced, manufactured, marketed, promoted, sold, solicited sales of, supported or serviced on behalf of the Company, or (ii) with respect to which Employee at any time received or otherwise obtained or learned Confidential Information.

(d)           “Restricted Area” means the United States of America [or in any other country in which the Company sells Company Products].

2.           Efforts; Non-Competition.  Employee acknowledges that his or her employment with the Company requires his or her full attention and effort during normal business hours, and Employee will give his or her best effort, skill and inventive ability to the business interests of the Company.  During the term of his or her employment with the Company, Employee will not, directly or indirectly, participate in the management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any individual or entity that competes with the Company in the Restricted Area in the conduct of the business of the Company as conducted or as proposed to be conducted, nor will Employee engage in any other activities that conflict with his or her obligations to the Company.

In addition, for a period of one (1) year after the date his or her employment with the Company ends for any reason, Employee will not, directly or indirectly, participate in the management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any Conflicting Organization in the Restricted Area in connection with or relating to a Conflicting Product.

3.           No Conflicting Obligation.  Employee represents and agrees that his or her performance of the provisions of this Agreement does not, and will not, breach any agreement to keep in confidence information acquired by Employee in confidence or in trust prior to his or her employment by the Company.  Employee agrees not to enter into any agreement, either written or oral, in conflict herewith.

4.           Reasonableness of Restrictions.  Employee agrees that the restrictions on Employee’s activities outlined in this Agreement are reasonable and necessary to protect the Company’s legitimate business interests, that the consideration provided by the Company is fair and reasonable, and that the post-employment restrictions on Employee’s activities are fair and reasonable.

5.           Injunctive Relief.  Employee acknowledges and agrees that failure to adhere to the terms of this Agreement will cause the Company irreparable damage for which monetary damages alone would be inadequate compensation.  Therefore, Employee agrees that in addition to monetary damages, the Company will be entitled to an injunction and other equitable relief, including ex parte injunctive relief, in the event of any breach or threatened breach (such threatened breach being determined in the sole judgment of the Company) of the provisions of this Agreement. Employee waives the making of a bond or showing actual damages as a condition for obtaining injunctive relief.  Such remedy shall not be deemed the exclusive remedy for the breach of this Agreement by Employee, but will be in addition to all other remedies available at law or in equity to the Company. Additionally, if Employee breaches this Agreement, the Company will be entitled to its reasonable attorney’s fees and costs associated with enforcing this Agreement.  Notwithstanding any judicial determination that any provision of this Agreement is not specifically enforceable, the Company will nonetheless be entitled to recover monetary damages as a result of any breach by Employee.

6.           Governing Law.  This Agreement will be governed by and construed in accordance with the internal laws of the state of Tennessee, without giving any effect to that state’s conflict of laws principles.

7.           Employment.  Employee acknowledges and agrees that this Agreement does not create an employment contract with the Company for any term, nor does it in any way limit the Company’s right to otherwise terminate Employee’s employment.  Any change or changes in Employee’s duties, salary or compensation will not affect the validity or scope of this Agreement.

8.           Severability.  Whenever possible, each provision of this Agreement will be interpreted in a manner to be effective, valid and enforceable. If, however, any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, then such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or the remaining provisions of this Agreement.  Furthermore, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and still have such similar provision be construed and enforced as legal, valid, and enforceable.

9.           Amendments; Waivers.  No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach.

10.         Assignment.  The Company may assign its rights under this Agreement. This Agreement, and the duties and obligations of Employee hereunder, may not be assigned or delegated by Employee.

11.         Survival.  The terms of this Agreement, and Employee’s duties and obligations hereunder, will survive any termination of Employee’s employment with the Company for any reason.

12.         Headings.  Headings in this Agreement are for informational purposes only and will not be used to construe the intent of this Agreement.

13.         Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the Company and Employee concerning the matters addressed herein.

14.         Further Assurances. Employee will cooperate reasonably with the Company in connection with any steps required to be taken as part of Employee’s obligations under this Agreement, and Employee will (a) execute and deliver to the Company such other documents, and (b) do such other acts and things, in each case as the Company may reasonably request for the purpose of carrying out the provisions of this Agreement.

15.         Acknowledgment.  Employee acknowledges that he or she has received a copy of this Agreement, which he or she has read and understood, and Employee voluntarily agrees to abide by its terms.  Employee authorizes the Company to notify any future employer(s) of Employee of the terms of this Agreement and Employee’s obligations hereunder.

/s/ William Bethell		June 23, 2011
Employee Signature		Date
William Bethell
Employee Name
Accepted by:
GREEN BALLAST, INC.
By:	/s/ Kevin Adams
Name: Kevin Adams
Title: CEO

 

EX-10.8

GREEN BALLAST EMPLOYMENT AGREEMENT

(CLARKSON)

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 KEVIN CLARKSON (the “Executive”).

WITNESSETH:

WHEREAS, the Company desires to employ the Executive to serve as the Executive Vice President of Marketing for the Company;

WHEREAS, the Company and the Executive each deem it necessary and desirable to execute a written document setting forth the terms and conditions of said relationship; and

WHEREAS, to the extent this Agreement provides for any “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Agreement will be administered in compliance with Section 409A of the Code and the regulations promulgated thereunder.

NOW, THEREFORE, in consideration of the premises and mutual obligations hereinafter set forth, the parties agree as follows:

1.           Definitions.  For purposes of this Agreement, the following terms shall have the following definitions:

“2011 Plan” means the Company’s 2011 Restricted Stock Plan.

“Agreement” has the meaning set forth in the preamble above.

“Arbitrators” means the arbitrators selected to conduct any arbitration proceeding in connection with any disputes arising out of or relating to this Agreement.

“Award Agreement” means any agreement between the Executive and the Company granting the Executive Options or Restricted Stock.

“Base Salary” means the annual salary to be paid to the Executive as set forth in Section 4(a) of this Agreement.

“Benefit Plans” has the meaning set forth in Section 4(b) of this Agreement.

“Board” means the Board of Directors of the Company.

“Change of Control” shall have the meaning set forth in the 2011 Plan.

“Code” has the meaning set forth in the recitals above.

“Company” has the meaning set forth in the preamble above.

“Company Shares” means shares of common stock of the Company or any securities of a successor company which shall have replaced such common stock.

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“Compensation Committee” means the compensation committee of the Board.

“Confidentiality Agreement” means that certain Non-Disclosure and Proprietary Rights Agreement between the Company and the Executive in substantially the form attached hereto as Exhibit A.

“Effective Date” has the meaning set forth in the preamble above.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Executive” has the meaning set forth in the preamble above.

“GBL” means Green Ballast, LLC, a Tennessee limited liability company.

“Non-Compete Agreement” means that certain Non-Compete Agreement between the Company and the Executive in substantially the form attached hereto as Exhibit B.

“Option(s)” means (i) any option issued to the Executive pursuant to the 2011 Plan or any other incentive plan adopted by the Company, (ii) other than options described in the preceding clause (i), any option issued to the Executive by the Company to purchase Company Shares, or (iii) any option granted under the plan of any successor company that replaces or assumes the Company’s options.

“Permanent Disability” means the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Company.  Medical determination of Permanent Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of the Company provided that the definition of “disability” applied under such disability insurance program complies with the requirements of the preceding sentence.  Upon the request of the Company, the Executive must submit proof to the Company of the Social Security Administration’s or the provider’s determination.

“Restricted Stock” means (i) any restricted Company Shares issued to the Executive pursuant to the 2011 Plan or any other incentive plan adopted by the Company, or (ii) any restricted stock granted under the plan of any successor company that replaces or assumes the Company’s restricted stock awards.

“Term” has the meaning assigned to it in Section 3(a) of this Agreement.

“Termination Date” means the date on which the employment of the Executive is terminated, which date shall be (i) in the case of the Executive’s death, the date of death, (ii) in the case of the Executive’s Permanent Disability, thirty (30) days after a Termination Notice is given, provided the Executive does not return to the full-time performance of his duties within such thirty (30) day period, (iii) in the case of a Termination Upon Expiration, the date upon which the Term expires, (iv) in the case of a Termination With Cause, the date specified in the Termination Notice, or (v) in all other instances, the date specified as the Termination Date in the Termination Notice, which date shall not be less than ninety (90) days from the date the Termination Notice is given.

“Termination Notice” means a written notice of termination of employment by the Executive or the Company.

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“Termination of Employment” means the termination of the Executive’s employment with the Company for reasons other than death or Permanent Disability.  Whether a Termination of Employment takes place is determined based on the facts and circumstances surrounding the termination of the Executive’s employment and whether the Company and the Executive intended for the Executive to provide significant services for the Company following such termination.  A change in the Executive’s employment status will not be considered a Termination of Employment if the Executive continues to provide services as an employee of the Company or in any other capacity at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period).

“Termination Upon Expiration” means the termination of the Executive’s employment upon the full expiration of the Term, including the full expiration of any extension thereof, following: (i) the Company’s notice to the Executive of the Company’s election to not extend the Term; or (ii) the Executive’s notice to the Company of the Executive’s election to not extend the Term, in each case as provided in Section 3(a) of this Agreement.

“Termination With Cause” means the termination of the Executive’s employment by the Company for any of the following reasons: (i) the Executive’s gross negligence or willful misconduct in the performance of the Executive’s duties where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company; (ii) the material violation by the Executive of any federal or state law or regulation or the Company’s compliance program in the performance of the Executive’s duties; (iii) the Executive’s breach of the Non-Compete Agreement; (iv) the Executive’s material breach of the Confidentiality Agreement; (v) the Executive’s commission of any act of fraud with respect to the Company; (vi) the Executive’s conviction of, or the Executive’s entry of a guilty plea or plea of nolo contendere with respect to, a felony; or (vii) the Executive’s failure to perform duties, as determined by the Board in its sole but reasonable discretion, consistent with this Agreement or the Executive’s position or to follow or comply with the reasonable directives of the Board or the Executive’s supervisor(s) (to the extent not inconsistent with the terms of this Agreement), provided that (A) the Executive shall have received written notice that specifically identifies the manner in which the Company believes that Executive has engaged in such failure and (B) the Executive shall not have cured such failure within thirty (30) days following receipt of such notice, provided further that such opportunity to cure a failure shall not apply if the Executive has received more than one notice with respect to the same or similar conduct pursuant to this clause (vii) during any twelve (12) consecutive month period.

“Termination Without Cause” means the termination of the Executive’s employment by the Company for any reason other than (i) Termination With Cause, (ii) termination by the Company due to the Executive’s death or Permanent Disability, or (iii) Termination Upon Expiration.

“Voluntary Termination” means the Executive’s voluntary termination of his employment hereunder for any reason.  If the Executive gives a Termination Notice of Voluntary Termination and, prior to the Termination Date, the Executive voluntarily refuses or fails to provide substantially all the services described in Section 2 hereof for a period greater than two consecutive weeks, the Voluntary Termination shall be deemed to be effective as of the date on which the Executive so ceases to carry out his duties. Voluntary refusal to perform services shall not include (i) taking vacation otherwise permitted in accordance with Section 4(c) hereof, (ii) the Executive’s failure to perform services on account of his illness or the illness of a member of the Executive’s immediate family, provided such illness is adequately substantiated at the reasonable request of the Company, or (iii) any other absence from service with the written consent of the Board.

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2.           Employment; Services.  The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of Executive Vice President in charge of marketing for the Company to serve for the Term hereof, subject to earlier termination as hereinafter provided.  The Executive shall assume and discharge such duties and responsibilities as are commensurate with the Executive’s position.  The Executive shall exert his best efforts and devote such amount of his business time and attention to the Company’s affairs as is required for the performance of his duties hereunder.

Executive’s responsibilities will primarily focus on marketing and managing the marketing team.

3.           Term; Termination.

(a)           The term of the Executive’s employment under this Agreement (the “Term”) shall commence on the Effective Date for purposes of this Agreement and end on March 31, 2013, unless extended or terminated earlier as set forth herein.  On such date and on each successive anniversary thereof, the Term shall be automatically extended for an additional one (1) year period, unless one party gives notice to the other of such party’s election to not extend the then current Term, which notice must be given no later than thirty (30) days prior to the end of the then-current Term.  Notwithstanding the foregoing, employment during any Term shall be subject to earlier termination in accordance with the terms of this Agreement.

(b)           Any purported termination of employment by the Executive or the Company, other than by reason of the Executive’s death, shall be communicated by a Termination Notice.  The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination.

4.           Compensation.

(a)           Base Salary.  During the Term, the Company shall pay the Executive for his services a “Base Salary” of Seventy Five Thousand Dollars ($75,000) per calendar year, to be paid in accordance with customary Company policies.  The Base Salary shall be subject to increase or decrease from time to time, and /or according to policies and practices adopted by the Compensation Committee or the Board, as the case may be.

(b)           Benefit Plans.  During the Executive’s employment, the Executive shall be entitled to participate in, and to all rights and benefits provided by, the health, life, medical, dental, disability, insurance and welfare plans that are maintained from time to time by the Company for the benefit of the Executive, the executives of the Company generally or for the Company’s employees generally, provided that the Executive is eligible to participate in such plan under the eligibility provisions thereof that are generally applicable to the participants thereof (collectively, “Benefit Plans”).

(c)           Vacation. The Executive shall be entitled each year to vacation time, during which time his compensation shall be paid in full. The time allotted for such vacation shall be two (2) weeks, to be taken at such time or times as shall be mutually convenient and consistent with his duties and obligations to the Company.  Vacation accrues based on the Executive's anniversary date.  Any unused vacation shall not be carried into subsequent years.

(d)           Overall Qualification.  Nothing in this Agreement shall be construed as preventing the Company from modifying, suspending, discontinuing or terminating any of the Benefit Plans without notice or liability to the Executive so long as (i) the modification, suspension, discontinuation or termination of any such plan is authorized by and performed in accordance with the specific provisions of such plan and (ii) such modification, suspension, discontinuation or termination is taken generally with respect to all similarly situated employees of the Company and does not single out or discriminate against the Executive.

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(e)           Restricted Stock; Vesting.  As part of the Executive’s compensation, Executive shall be issued One Million Eight Hundred Thousand (1,800,000) restricted Company Shares which shall vest in Executive, become unrestricted and be delivered to Executive in accordance with the terms and conditions of the Executive’s Restricted Stock Award Agreement, as well as in accordance with the 2011 Plan.

(f)           Bonus Compensation.  The Executive shall also be entitled to commission bonus compensation of seven and one-half percent (7.5%) on gross sales, payable monthly as hereinafter set forth.

Notwithstanding the foregoing, the commission otherwise payable to the Executive as set forth above shall be reduced by the amount of any fees paid by the Company to IRC-Interstate Realty Corporation (“IRC”) for services rendered by IRC to the Company pursuant to separate agreement, to the extent any such fees are calculated based on the commission bonus otherwise payable to the Executive.

Any commissions paid by the Company to the Executive shall be paid monthly in arrears at the same time and same manner (including withholding) as the Base Salary is paid to the Executive.

The commission payable to the Executive hereunder for sales originated with one (1) or more other employees shall be divided between the Executive and such employee(s) in such manner as they shall mutually agree upon and advise the Company.  If the Executive and such other employee(s) are unable to agree, a special committee appointed by the Company shall make the decision and the Executive agrees such decision shall be final and non-appealable.

5.           Expenses. The Company recognizes that the Executive will have to incur certain out-of-pocket expenses, including but not limited to travel expenses, related to his services and the Company’s business and the Company agrees to reimburse the Executive for all reasonable expenses necessarily incurred by him in the performance of his duties upon presentation of documentation indicating the amount and business purposes of any such expenses; provided, that the Executive complies with the Company’s policies and procedures regarding business expenses.

6.           Voluntary Termination; Termination With Cause.  If the Executive shall cease being an employee of the Company on account of the Executive’s Voluntary Termination, or as the result of a Termination With Cause by the Company, the Executive shall forfeit all unvested Restricted Stock which shall be returned to the Company, and the Executive shall have no further rights against the Company under this Agreement after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, and (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date pursuant to Section 5.  In the event of a Voluntary Termination or a Termination With Cause, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

7.           Termination Upon Death or Permanent Disability.

(a)           Death.  The Executive’s employment with the Company shall terminate automatically upon the Executive’s death.  Upon termination of employment due to the Executive’s death, the Executive’s estate shall have no further rights against the Company hereunder after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date pursuant to Section 5, plus (iii) provided the Executive’s heir(s) properly elects COBRA continuation coverage, reimbursement of the COBRA premium for health care coverage for the Executive’s surviving spouse and children, as applicable and to the extent eligible for any elected coverage, for up to six (6) months following the Termination Date.  In addition, the Executive’s estate shall be entitled to any vested benefits under the Company’s Benefit Plans and under the Restricted Stock Award Agreement as of the Termination Date, in accordance with the terms of such plans.

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(b)           Permanent Disability.  In the event of the Executive’s Permanent Disability, the Company may terminate the Executive’s employment with the Company if the Executive does not return to the full-time performance of his duties within thirty (30) days after a Termination Notice is given.  Upon termination of employment due to the Executive’s Permanent Disability, the Executive shall have no further rights against the Company hereunder after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date pursuant to Section 5, and (iii) provided the Executive properly elects COBRA continuation coverage, reimbursement of the COBRA premium for health care coverage for the Executive and the Executive’s spouse and children, as applicable and to the extent eligible for any elected coverage, for up to six (6) months following the Termination Date.  In addition, the Executive shall be entitled to any vested benefits under the Company’s Benefit Plans and under the Restricted Stock Award Agreement as of the Termination Date, in accordance with the terms of such plans.  In the event of a termination of employment upon the Executive’s Permanent Disability, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

(c)           Life Insurance.  Upon the Company’s request, the Executive shall cooperate with the Company in obtaining “key man” life insurance on the life of the Executive with death benefits payable to the Company.

8.           Termination Without Cause.  The Company may terminate the Executive’s employment for any reason, or no reason at all, at any time; provided, that upon a Termination Without Cause, the Company shall provide the compensation and benefits set forth in this Section 8.  In the event of a Termination Without Cause, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

Upon the Executive’s Termination Without Cause, unless the Company otherwise elects as set forth hereinbelow, the Company shall pay to the Executive, on the Termination Date, a lump sum amount, which is equal to the sum of (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date; plus (ii) the balance of Executive’s Base Salary through the end of the then existing Term; and (iii) reimbursement of business expenses to which the Executive is entitled pursuant to Section 5 as of the Termination Date.  Notwithstanding the foregoing, upon termination, in lieu of a lump sum amount the Company may elect to continue paying to Executive the Base Salary through the remainder of the then existing Term in accordance with customary Company payroll policies.

The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans.  In addition, provided the Executive properly elects COBRA continuation coverage, the Company shall reimburse the Executive for the cost of COBRA premiums for health care coverage for the Executive and the Executive’s spouse and children, as applicable and to the extent eligible for any elected coverage, for up to six (6) months following the Termination Date.  In addition, the Executive shall be entitled to any vested benefits under the Restricted Stock Award Agreement as of the Termination Date in accordance with the terms thereof.

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9.           Change of Control.  Notwithstanding the terms of any Award Agreement heretofore or hereafter granted to the Executive, in the event of a Change of Control, all Options and Restricted Stock granted to the Executive which do not constitute deferred compensation for Code Section 409A purposes shall become fully vested on the date of the Change of Control in accordance with the terms of the 2011 Plan. The Executive shall have the right to exercise any such Options in a manner provided for in the applicable Award Agreement. In the event of any conflict between the terms of this Section 9 and the terms of any Award Agreement granted to the Executive, the terms most favorable to the Company, as determined in the Company’s sole but reasonable discretion, shall control.

10.         Termination Upon Expiration.  If the Executive shall cease being an employee of the Company on account of a Termination Upon Expiration, the Executive shall have no further rights against the Company hereunder after the Termination Date, except for the right to receive (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, and (ii) reimbursement of business expenses to which the Executive is entitled as of the Termination Date under Section 5.  In addition, the Executive shall be entitled to any vested benefits under the Restricted Stock Award Agreement as of the Termination Date in accordance with the terms of such plan.  In the event of any Termination Upon Expiration, the Executive shall continue to be subject to the Confidentiality Agreement.  In the event of a Termination Upon Expiration caused by the Company (i.e., the Company gave notice to the Executive of the Company’s election to not extend the Term pursuant to Section 3(a)), then (a) for purposes of any Award Agreement granted to the Executive, the Termination Upon Expiration shall constitute an involuntary termination of the Executive’s employment by the Company, and not a voluntary termination by the Executive, and (b) the Executive shall not be subject to the Non-Compete Agreement following the Termination Date. In the event of a Termination Upon Expiration caused by the Executive (i.e., the Executive gave notice to the Company of the Executive’s election to not extend the Term pursuant to Section 3(a)), then (x) for purposes of any Award Agreement granted to the Executive, the Termination Upon Expiration shall constitute a voluntary termination of employment by the Executive, and (y) the Executive shall continue to be subject to the Non-Compete Agreement following the Termination Date.

11.         Exclusive Remedy.  To the extent permitted by applicable law, the payments contemplated by Section 7, Section 8, and Section 10 shall constitute the exclusive and sole remedy for any termination of the Executive’s employment due to death or Permanent Disability, any Termination Without Cause, or any Termination Upon Expiration.  The Executive agrees, for himself and any administrator, beneficiary, devisee, executor, heir, legatee or personal representative, (i) to not assert or pursue any remedies, other than an action to enforce the payments due to the Executive (or the Executive’s estate) under this Agreement, at law or in equity, with respect to the termination of the Executive’s employment under Section 7, Section 8, or Section 10, as applicable, and (ii) to execute a release and waiver on such terms and conditions as the Company may reasonably require as a condition of entitlement to such payments.

12.         Confidentiality and Noncompetition. The Executive shall enter into the Confidentiality Agreement and Non-Compete Agreement.  The Executive’s execution of those agreements is a material inducement for the Company to enter into this Agreement.  Therefore, this Agreement will be null and void unless the Executive enters into the Confidentiality Agreement and the Non-Compete Agreement.

13.         Employment Status.  The parties acknowledge and agree that the Executive is an employee of the Company, not an independent contractor.  Any payments made to the Executive by the Company pursuant to this Agreement shall be treated for federal and state payroll tax purposes as payments made to a Company employee, irrespective whether such payments are made subsequent to the Termination Date.

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14.         Notices.  All notices or deliveries authorized or required pursuant to this Agreement shall be deemed to have been given when in writing and personally delivered or when deposited in the U.S. mail, certified, return receipt requested, postage prepaid, addressed to the parties at the following addresses or to such other addresses as either may designate in writing to the other party:

To the Company:	Green Ballast, Inc. 2620 Thousand Oaks, Suite 4000 Memphis, TN 38118 Attn: J. Kevin Adams
To the Executive:	Kevin Clarkson 2620 Thousand Oaks, Suite 4000 Memphis, TN 38118

15.         Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and shall not be modified in any manner except by instrument in writing signed, by or on behalf of, the parties hereto. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. In the event of any inconsistencies between the terms of this Agreement and any Award Agreement, the terms of this Agreement shall govern.

16.         Arbitration.  Any controversy concerning or claim arising out of or relating to this Agreement shall be settled by final and binding arbitration in Memphis, Tennessee at a location specified by the party seeking such arbitration.

(a)           The Arbitrators.  Any arbitration proceeding shall be conducted by three (3) Arbitrators and the decision of the Arbitrators shall be binding on all parties.  Each Arbitrator shall have substantial experience and expert competence in the matters being arbitrated.  The party desiring to submit any matter relating to this Agreement to arbitration shall do so by written notice to the other party, which notice shall set forth the items to be arbitrated, such party’s choice of an Arbitrator, and such party’s substantive position in the arbitration.  The party receiving such notice shall, within fifteen (15) days after receipt of such notice, appoint an Arbitrator and notify the other party of its appointment and of its substantive position.  The Arbitrators appointed by the parties to the Arbitration shall select an additional Arbitrator meeting the aforedescribed criteria.  The Arbitrators shall be required to render a decision in accordance with the procedures set forth in Section 16(b) below within thirty (30) days after being notified of their selection.  The fees of the Arbitrators shall be equally divided amongst the parties to the arbitration.

(b)           Arbitration Procedures.  Arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except to the extent the provisions of such are modified by this Agreement or the subsequent mutual agreement of the parties.  Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof.  Any party hereto may bring an action, including a summary or expedited proceeding, to compel arbitration of any controversy or claim to which this provision applies in any court having jurisdiction over such action in Shelby County, Tennessee, and the parties agree that jurisdiction and venue in Shelby County, Tennessee are appropriate and approved by such parties.

17.           Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of Tennessee without giving effect to conflict of laws principles thereof.

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18.           Assignment. The Executive acknowledges that his services are unique and personal. Accordingly, the Executive may not assign his rights or delegate his duties or obligations under this Agreement.

19.           Headings.  Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

GREEN BALLAST, INC.
	By:	/s/ Kevin Adams
	Name:  Kevin Adams
	Title: CEO
	EXECUTIVE:
	/s/ Kevin Clarkson
	Kevin Clarkson

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Exhibit A

GREEN BALLAST, INC.

NON-DISCLOSURE AND PROPRIETARY RIGHTS AGREEMENT

In consideration and as a condition of my employment (or my continued employment) with GREEN BALLAST, INC., or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my receipt of Confidential Information (as defined in Section 2 below) and of the compensation now and hereafter paid to me by the Company, the undersigned (hereinafter referred to as “Employee”) hereby acknowledges and agrees to the following:

1.           Purpose of Agreement.  Employee understands that the Company is engaged in a continuous program of research, development, production and marketing in connection with its business and that it is critical for the Company to preserve and protect its Confidential Information (as defined in Section 2 below), its rights in Inventions (as defined in Section 7 below) and in all related intellectual property rights.  Accordingly, Employee is entering into this Non-Disclosure and Proprietary Rights Agreement (this “Agreement”) as a condition of his or her employment (or continued employment) with the Company, regardless of whether Employee is expected to create Inventions of value for the Company.

2.           Non-Disclosure of Confidential Information.  At all times during his or her employment with the Company and thereafter, Employee will hold the Confidential Information in strictest confidence and Employee will not disclose, communicate, reproduce, copy, publish, license, distribute, modify, adapt, transmit, reverse engineer, decompile, disassemble or use any Confidential Information, except (a) as may be necessary for Employee to perform his or her duties as an employee of the Company for the exclusive benefit of the Company or (b) to the extent an officer of the Company expressly authorizes such in writing.  Employee will take all appropriate action, whether by instruction, agreement or otherwise, to ensure the protection, confidentiality and security of the Confidential Information and to satisfy Employee’s obligations under this Agreement. Employee will notify the Company immediately upon discovery of any loss, misuse, misappropriation or disclosure of Confidential Information or any other breach of this Agreement by Employee, and Employee will cooperate with the Company in every reasonable way to help the Company regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

For purposes of this Agreement, the term “Confidential Information” means, but is not limited to, all information that is possessed by or developed for the Company and which relates to the Company’s existing or potential business, which information is not reasonably knowable by the Company’s competitors or by the general public through lawful means.  Without limiting the generality of the foregoing, such Confidential Information also includes, but is not limited to, all Proprietary Rights (as defined in Section 3 below), all Third Party Information (as defined in Section 4 below) and all information regarding the Company’s operations, research and development efforts, plans for products or services, methods of doing business, business strategies, customers, suppliers, service providers, manufacturers, business relations, product prices and costs, markets, marketing plans, budgets and forecasts, financial information and/or Inventions, as well as information regarding the skills, know how and compensation of other employees of the Company. Confidential Information may be expressly designated as confidential or proprietary on its face (whether verbally, in writing or otherwise) or be of such a nature that a reasonable person under the circumstances should understand or believe it to be confidential or proprietary.  Confidential Information may be oral, written, recorded magnetically or electronically or otherwise stored, and may be that which Employee originates as well as that which otherwise comes into the possession or knowledge of Employee.

3.           Recognition of Company’s Rights.  Employee acknowledges and agrees that all Confidential Information will be the sole property of the Company and that the Company will be the sole owner of all patents, patent applications, design patents or registration, design patent applications, copyrights, mask works, trademarks, trade secrets and all other intellectual property rights throughout the world (collectively, "Proprietary Rights") in connection therewith.  Accordingly, Employee hereby assigns and agrees to assign to the Company any rights Employee may have or acquire in any Confidential Information and Proprietary Rights.

4.           Non-Disclosure of Third Party Information. Employee understands that the Company may from time to time receive from third parties confidential information ("Third Party Information"), subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes.  At all times during Employee’s employment with the Company and thereafter, Employee will hold the Third Party Information in strictest confidence and Employee will not disclose, communicate, reproduce, copy, publish, license, distribute, modify, adapt, transmit, reverse engineer, decompile, disassemble or use any Third Party Information, except (a) as may be necessary for Employee to perform his or her duties as an employee of the Company for the exclusive benefit of the Company or (b) to the extent an officer of the Company expressly authorizes such in writing.  Employee will take all appropriate action, whether by instruction, agreement or otherwise, to ensure the protection, confidentiality and security of the Third Party Information and to satisfy Employee’s obligations under this Agreement. Employee will notify the Company immediately upon discovery of any loss, misuse, misappropriation or disclosure of Third Party Information or any other breach of this Agreement by Employee, and Employee will cooperate with the Company in every reasonable way to help the Company prevent its further unauthorized use or disclosure.

5.           Return of Information; Inspections.  Employee will, at the Company’s request and/or upon termination of the employment relationship for any reason, return all originals, copies, reproductions and summaries of any Confidential Information and all other tangible materials and devices provided to Employee as Confidential Information or containing Confidential Information, and/or, at the Company’s option, certify destruction of the same. In addition, Employee will, at the Company’s request and/or upon termination of the employment relationship for any reason, return all originals, copies, reproductions and summaries of any Third Party Information and all other tangible materials and devices provided to Employee as Third Party Information or containing Third Party Information, and/or, at the Company’s option, certify destruction of the same.  Upon termination of his or her employment with the Company, Employee will promptly deliver to the Company all property in Employee’s possession, custody or control that is owned by the Company.  Employee agrees that any property situated on the Company’s premises and owned by the Company, including, but not limited to, computers, disks and other storage media, is subject to inspection by Company personnel at any time without notice.

6.           No Improper Use of Materials.  During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

7.           Assignment of Inventions.  Employee hereby irrevocably assigns to the Company all right, title and interest of Employee in and to any and all Inventions (and all Proprietary Rights with respect thereto), whether or not patentable, copyrightable or protectable as trade secrets, made, conceived, reduced to practice or created by Employee, either alone or jointly with others, during the period of his or her employment with the Company.  Employee acknowledges that all original works of authorship which are made by Employee (alone or jointly with others) within the scope of his or her employment and which are copyrightable are "works made for hire," as that term is defined in the United States Copyright Act.  In addition to the foregoing assignment of Inventions (and all Proprietary Rights with respect thereto) to the Company, Employee hereby irrevocably assigns to the Company any and all Moral Rights (as defined below) that Employee may have in or with respect to any Invention, and Employee forever waives and agrees not to assert any and all Moral Rights he or she may have in or with respect to any Invention, even after termination of employment with the Company.

For purposes of this Agreement, the term “Inventions” means inventions, discoveries, improvements, designs, techniques, ideas, processes, compositions of matter, formulas, data, software programs, databases, mask works, works of authorship, know-how and trade secrets.

For purposes of this Agreement, the term “Moral Rights” means any right to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country or under any treaty, regardless of whether such right is denominated or generally referred to as a “moral right.”

8.           Disclosure of Inventions.  Employee will promptly disclose to the Company all Inventions that Employee makes, conceives, reduces to practice or creates, either alone or jointly with others, during the period of his or her employment with the Company.  In addition, Employee will disclose to the Company all patent applications filed by Employee within three (3) years after termination of employment with the Company.

9.           Assistance.  Employee agrees to assist the Company in every proper way to obtain and, from time to time, enforce United States and foreign Proprietary Rights relating to Inventions assigned hereunder to the Company in any and all countries.  To that end, Employee will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof.  In addition, Employee will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee.  Employee’s obligation to assist the Company with respect to Proprietary Rights relating to Inventions in any and all countries will continue beyond the termination of Employee’s employment, but the Company agrees to compensate Employee at a reasonable rate after Employee’s termination for the time actually spent by Employee at the Company's request on such assistance.  Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney-in-fact to act for and on behalf of Employee (a) to execute, verify and file any document needed in connection with the actions specified in this section and (b) to do all other lawfully permitted acts to further the purposes of this section, in each case with the same legal force and effect as if executed or performed by Employee.  Employee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, which Employee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

10.           Prior Inventions.  Inventions, if any, which Employee made prior to the commencement of his or her employment with the Company are excluded from the scope of this Agreement.  To preclude any possible uncertainty, Employee has set forth on Exhibit A hereto a complete list of all Inventions that Employee, whether alone or jointly with others, has conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to commencement of his or her employment with the Company, that Employee considers to be his or her property or the property of third parties and that Employee wishes to have expressly excluded from the scope of this Agreement.

11.           Efforts; Non-Competition.  Employee acknowledges that his or her employment with the Company requires his or her full attention and effort during normal business hours, and Employee will give his or her best effort, skill and inventive ability to the business interests of the Company.  During the term of his or her employment with the Company, Employee will not, directly or indirectly, participate in the management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any person or entity that competes anywhere in the world with the Company in the conduct of the business of the Company as conducted or as proposed to be conducted (a “Competing Business”), nor will Employee engage in any other activities that conflict with his or her obligations to the Company.

12.           Non-Solicitation.  During the term of his or her employment by the Company and for a period of one (1) year after the date his or her employment with the Company ends for any reason, Employee will not, directly or indirectly, (a) hire, engage or solicit to hire or engage any individual who is engaged as a contractor or consultant or employed by the Company or who was engaged as a contractor or consultant or employed by the Company within six months of the proposed solicitation, hire or engagement, (b) otherwise induce or attempt to induce any individual who is engaged as a contractor or consultant or employed by the Company to terminate such engagement or employment, (c) in any way interfere with the relationship between the Company and any individual who is engaged as a contractor or consultant or employed by the Company; (d) contact, solicit, divert, appropriate or call upon with the intent of doing business with (other than for the exclusive benefit of the Company) any customer of the Company if the purpose of such activity is to solicit such customer or prospective customer for a Competing Business, to encourage such customer to discontinue, reduce or adversely alter the amount of such customer’s business with the Company or to otherwise interfere with the Company’s relationship with such customer, or (e) in any way interfere with the Company’s relationship with any supplier, manufacturer, service provider or other business relation of the Company.

13.           No Conflicting Obligation.  Employee represents and agrees that his or her performance of the provisions of this Agreement does not, and will not, breach any agreement to keep in confidence information acquired by Employee in confidence or in trust prior to his or her employment by the Company.  Employee agrees not to enter into any agreement, either written or oral, in conflict herewith.

14.           Reasonableness of Restrictions.  Employee agrees that the restrictions on Employee’s activities outlined in this Agreement are reasonable and necessary to protect the Company’s legitimate business interests, that the consideration provided by the Company is fair and reasonable, and that given the importance to the Company of its Confidential Information, the post-employment restrictions on Employee’s activities are likewise fair and reasonable.

15.           Injunctive Relief.  Employee acknowledges and agrees that failure to adhere to the terms of this Agreement will cause the Company irreparable damage for which monetary damages alone would be inadequate compensation.  Therefore, Employee agrees that, in addition to monetary damages, the Company will be entitled to an injunction and other equitable relief, including ex parte injunctive relief, in the event of any breach or threatened breach (such threatened breach being determined in the sole judgment of the Company) of the provisions of this Agreement. Employee waives the making of a bond or showing actual damages as a condition for obtaining injunctive relief.  Such remedy shall not be deemed the exclusive remedy for the breach of this Agreement by Employee, but will be in addition to all other remedies available to the Company whether at law or in equity.  Additionally, if Employee breaches this Agreement, the Company will be entitled to its reasonable attorney’s fees and costs associated with enforcing this Agreement.  Notwithstanding any judicial determination that any provision of this Agreement is not specifically enforceable, the Company will nonetheless be entitled to recover monetary damages as a result of any breach by Employee.

16.           Governing Law.  This Agreement will be governed by and construed in accordance with the internal laws of the state of Tennessee, without giving any effect to that state’s conflict of laws principles.

17.           Employment.  Employee acknowledges and agrees that this Agreement does not create an employment contract with the Company for any term, nor does it in any way limit the Company’s right to otherwise terminate Employee’s employment.  Any change or changes in Employee’s duties, salary or compensation will not affect the validity or scope of this Agreement.

18.           Severability.  Whenever possible, each provision of this Agreement will be interpreted in a manner to be effective, valid and enforceable. If, however, any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, then such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or the remaining provisions of this Agreement.  Furthermore, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and still have such similar provision be construed and enforced as legal, valid, and enforceable.

19.           Amendments; Waivers.  No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach.

20.           Assignment.  The Company may assign its rights under this Agreement. This Agreement, and the duties and obligations of Employee hereunder, may not be assigned or delegated by Employee.

21.           Survival.  The terms of this Agreement, and Employee’s duties and obligations hereunder, will survive any termination of Employee’s employment with the Company for any reason.

22.           Headings.    Headings in this Agreement are for informational purposes only and will not be used to construe the intent of this Agreement.

23.           Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the Company and Employee concerning the matters addressed herein.

24.           Further Assurances. Employee will cooperate reasonably with the Company in connection with any steps required to be taken as part of Employee’s obligations under this Agreement, and Employee will (a) execute and deliver to the Company such other documents, and (b) do such other acts and things, in each case as the Company may reasonably request for the purpose of carrying out the provisions of this Agreement.

25.           Acknowledgment.  Employee acknowledges that he or she has received a copy of this Agreement, which he or she has read and understood, and Employee voluntarily agrees to abide by its terms.  Employee authorizes the Company to notify any future employer(s) of Employee of the terms of this Agreement and Employee’s obligations hereunder.

*****

/s/ Kevin Clarkson		9/21/11
Employee Signature		Date
Kevin Clarkson
Employee Name
Accepted by:
GREEN BALLAST, INC.
By:	/s/ Kevin Adams
Name:  Kevin Adams
Title: CEO

Exhibit A

The following is a complete list of all inventions or improvements relevant to the subject matter of my employment with the Company that have been made, conceived, first reduced to practice or created by me, alone or jointly with others, prior to my employment with the Company that I desire to remove from the operation of the Company's Non-Disclosure and Proprietary Rights Agreement:

þ No inventions or improvements

¨ See below:

¨ Additional sheets attached.

I propose to bring to my employment the following materials and documents of a former employer:

þ No materials or documents

¨ See below:

¨ Additional sheets attached.

/s/ Kevin Clarkson	9/21/11
Employee Signature	Date
Kevin Clarkson
Employee Name

Exhibit B

GREEN BALLAST, INC.

NON-COMPETITION AGREEMENT

In consideration and as a condition of my employment (or my continued employment) with GREEN BALLAST, INC. , or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my receipt of the compensation now and hereafter paid to me by the Company, the undersigned (hereinafter referred to as “Employee”) hereby acknowledges and agrees to the following:

1.           Defined Terms.  For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

(a)           “Conflicting Organization” means any individual or entity that, directly or indirectly, engages in, or is about to become engaged in, the development, design, production, manufacture, promotion, marketing, sale, support or service of a Conflicting Product.

(b)           “Conflicting Product” means lighting ballasts or product, goods, products, product lines or services, and each and every component thereof, developed, designed, produced, manufactured, marketed, promoted, sold, supported or serviced, or that are in development or the subject of research, by anyone other than the Company that are the same or similar to, perform any of the same or similar functions as, may be substituted for, or are intended or used for any of the same purposes as, a Company Product.

(c)           “Company Product” means any lighting ballasts or product, goods, products, product lines or services (i) that during the last one (1) year in which Employee was employed by the Company, Employee, or persons under Employee’s management, direction or supervision, performed research regarding, designed, developed, produced, manufactured, marketed, promoted, sold, solicited sales of, supported or serviced on behalf of the Company, or (ii) with respect to which Employee at any time received or otherwise obtained or learned Confidential Information.

(d)           “Restricted Area” means the United States of America [or in any other country in which the Company sells Company Products].

2.           Efforts; Non-Competition.  Employee acknowledges that his or her employment with the Company requires his or her full attention and effort during normal business hours, and Employee will give his or her best effort, skill and inventive ability to the business interests of the Company.  During the term of his or her employment with the Company, Employee will not, directly or indirectly, participate in the management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any individual or entity that competes with the Company in the Restricted Area in the conduct of the business of the Company as conducted or as proposed to be conducted, nor will Employee engage in any other activities that conflict with his or her obligations to the Company.

In addition, for a period of one (1) year after the date his or her employment with the Company ends for any reason, Employee will not, directly or indirectly, participate in the management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any Conflicting Organization in the Restricted Area in connection with or relating to a Conflicting Product.

3.           No Conflicting Obligation.  Employee represents and agrees that his or her performance of the provisions of this Agreement does not, and will not, breach any agreement to keep in confidence information acquired by Employee in confidence or in trust prior to his or her employment by the Company.  Employee agrees not to enter into any agreement, either written or oral, in conflict herewith.

4.           Reasonableness of Restrictions.  Employee agrees that the restrictions on Employee’s activities outlined in this Agreement are reasonable and necessary to protect the Company’s legitimate business interests, that the consideration provided by the Company is fair and reasonable, and that the post-employment restrictions on Employee’s activities are fair and reasonable.

5.           Injunctive Relief.  Employee acknowledges and agrees that failure to adhere to the terms of this Agreement will cause the Company irreparable damage for which monetary damages alone would be inadequate compensation.  Therefore, Employee agrees that in addition to monetary damages, the Company will be entitled to an injunction and other equitable relief, including ex parte injunctive relief, in the event of any breach or threatened breach (such threatened breach being determined in the sole judgment of the Company) of the provisions of this Agreement. Employee waives the making of a bond or showing actual damages as a condition for obtaining injunctive relief.  Such remedy shall not be deemed the exclusive remedy for the breach of this Agreement by Employee, but will be in addition to all other remedies available at law or in equity to the Company. Additionally, if Employee breaches this Agreement, the Company will be entitled to its reasonable attorney’s fees and costs associated with enforcing this Agreement.  Notwithstanding any judicial determination that any provision of this Agreement is not specifically enforceable, the Company will nonetheless be entitled to recover monetary damages as a result of any breach by Employee.

6.           Governing Law.  This Agreement will be governed by and construed in accordance with the internal laws of the state of Tennessee, without giving any effect to that state’s conflict of laws principles.

7.           Employment.  Employee acknowledges and agrees that this Agreement does not create an employment contract with the Company for any term, nor does it in any way limit the Company’s right to otherwise terminate Employee’s employment.  Any change or changes in Employee’s duties, salary or compensation will not affect the validity or scope of this Agreement.

8.           Severability.  Whenever possible, each provision of this Agreement will be interpreted in a manner to be effective, valid and enforceable. If, however, any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, then such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or the remaining provisions of this Agreement.  Furthermore, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and still have such similar provision be construed and enforced as legal, valid, and enforceable.

9.           Amendments; Waivers.  No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach.

10.           Assignment.  The Company may assign its rights under this Agreement. This Agreement, and the duties and obligations of Employee hereunder, may not be assigned or delegated by Employee.

11.           Survival.  The terms of this Agreement, and Employee’s duties and obligations hereunder, will survive any termination of Employee’s employment with the Company for any reason.

12.           Headings.  Headings in this Agreement are for informational purposes only and will not be used to construe the intent of this Agreement.

13.           Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the Company and Employee concerning the matters addressed herein.

14.           Further Assurances. Employee will cooperate reasonably with the Company in connection with any steps required to be taken as part of Employee’s obligations under this Agreement, and Employee will (a) execute and deliver to the Company such other documents, and (b) do such other acts and things, in each case as the Company may reasonably request for the purpose of carrying out the provisions of this Agreement.

15.           Acknowledgment.  Employee acknowledges that he or she has received a copy of this Agreement, which he or she has read and understood, and Employee voluntarily agrees to abide by its terms.  Employee authorizes the Company to notify any future employer(s) of Employee of the terms of this Agreement and Employee’s obligations hereunder.

/s/ Kevin Clarkson	9/21/11
Employee Signature	Date
Kevin Clarkson
Employee Name

Accepted by:
GREEN BALLAST, INC.
By:	/s/ Kevin Adams
Name: Kevin Adams
Title: CEO

EX-10.9

2011 RESTRICTED STOCK PLAN

OF

GREEN BALLAST, INC.

(Effective April 15, 2011)

ARTICLE I. GENERAL

SECTION 1.1. Purpose of the Plan. This Plan is intended to advance the best interests of the Company, its Subsidiaries and its stockholders in order to attract, retain and motivate key employees and other Persons by providing them with additional incentives or compensation through the award of shares of Restricted Stock.

SECTION 1.2. Definitions. For purposes of this Plan, the following definitions shall apply:

“Award” means a grant under this Plan in the form of Restricted Stock.

“Award Agreement” means an agreement governing the Award entered into between the Company and a Participant pursuant to Section 1.8.

“Board” means the Board of Directors of the Company.

“Change in Control” means the occurrence of any of the following events:(i) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities of the Company (other than in connection with an acquisition of any capital stock by any such individual, legal entity or group as a result of the transfer of any capital stock by Green Ballast LLC (“GBL”) from time to time), or (ii) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, or (iii) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, or (iv) a replacement at one time or within a three year period of more than one-half of the members of the Company’s board of directors which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof).

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means a committee of at least two (2) members of the Board. If it is intended that the Committee satisfy the requirements of Rule 16b-3 under the Exchange Act and Section 162(m) of the Code, then all of the members of the Committee, at the time of service on the Committee hereunder, should be “Non-Employee Directors,” as defined in Rule 16b-3(b)(3) under the Exchange Act and “Outside Directors,” as defined in Treasury Regulation Section 162-27(e)(3), under the Code. If no Committee has been designated to administer the Plan, references to the Committee shall be deemed to be references to the Board, whose members shall not be required to meet the qualifications of this definition.

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“Common Stock” means the common stock, par value $0.0001 per share, of the Company.

“Company” means Green Ballast, Inc. and its successors and assigns.

“Date of Termination” of a Participant means the first day occurring on or after the date on which a Participant is granted an Award on which the Participant is not employed by the Company or any Subsidiary, regardless of the reason for the termination of employment; provided , however , that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries; and, provided further, that the Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Subsidiary approved by the Participant’s employer.  If, as a result of a sale or other transaction, the Participant’s employer ceases to be a Subsidiary (and the Participant’s employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant’s Date of Termination caused by the Participant being discharged by the employer.

“Disability” with respect to any Participant has the meaning given that term or any substantially comparable term or usage in any employment or severance arrangement applicable to the Participant and approved by the Board or the Committee, or in the absence of any such arrangement or term, means, except as otherwise determined by the Committee, a condition that renders the Participant unable, by reason of a medically determinable physical or mental impairment, to engage in any substantial gainful activity, which condition, in the opinion of a physician selected by the Committee, is expected to have a duration of not less than one hundred twenty (120) days.

“Effective Date” means the date set forth in Section 3.12.

“Eligible Participant” has the meaning given in Section 1.4.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expiration Date” with respect to an Award means the date established as the Expiration Date by the Committee at the time of the grant; provided, however, that the Expiration Date shall not be later than the earliest to occur of: (a) if the Participant’s Date of Termination occurs by reason of death or Disability, the one-year anniversary of such Date of Termination; or (b) if the Participant’s Date of Termination occurs for reasons other than death or Disability, ninety (90) days after such Date of Termination.

“Fair Market Value” of a share of Common Stock on any date of reference means the VWAP on the business day immediately preceding such date, unless the Committee in its sole discretion shall determine otherwise in a fair and uniform manner.

“Market Capitalization” for any trading day means the closing sale price per share of Common Stock on such day on the primary market on which the Common Stock is traded (as reported by Bloomberg Financial Markets) multiplied by the fully-diluted number of shares of Common Stock on such day.

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“Participant” means any Eligible Participant that is granted an Award under the Plan.

“Person” means any natural person or legally constituted entity such as a family limited partnership, trust or limited liability company.

“Plan” means this 2011 Restricted Stock Plan of Green Ballast, Inc.

“Restricted Stock Award” means an Award of stock of the Company that is granted pursuant to Article II that is subject to the restrictions imposed by Article II .

“Subsidiary” of the Company means any corporation, partnership or other entity that is designated by the Board as a participating employer under the Plan, provided that the Company directly or indirectly owns at least twenty percent (20%) of the combined voting power of all classes of stock of such entity or at least twenty percent (20%) of the ownership interests in such entity.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a trading market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the trading market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if the Common Stock is not then quoted for trading on the OTC Bulletin Board or OTC QX or OTC QB and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the average of the most recent bid and ask prices per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of Common Stock as determined in good faith by the Board or by an independent appraiser selected in good faith by the Board.

“Withholding Tax” means any federal, state or local withholding tax liability.

SECTION 1.3. Administration of the Plan.

(a) The Plan shall be administered by the Committee. The Committee shall have authority to interpret conclusively the provisions of the Plan, to adopt such rules and regulations for carrying out the Plan as it may deem advisable, to decide conclusively all questions of fact arising in the application of the Plan, to establish performance criteria in respect of Awards under the Plan, to certify that Plan requirements have been met for any Participant in the Plan, to submit such matters as it may deem advisable to the Company’s stockholders for their approval, and to make all other determinations and take all other actions necessary or desirable for the administration of the Plan. The Committee is expressly authorized to adopt rules and regulations limiting or eliminating its discretion with respect to certain matters as it may deem advisable to comply with, or obtain preferential treatment under, any applicable tax or other law, rule, or regulation. All decisions and acts of the Committee shall be final and binding upon all affected Eligible Participants.

(b) The Committee shall designate the Eligible Participants, if any, to be granted Awards and the amount of such Awards and the time when Awards will be granted. All Awards granted under the Plan shall be on the terms and subject to the conditions determined by the Committee consistent with the Plan.

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SECTION 1.4. Eligible Participants. Key employees of the Company and its Subsidiaries, as well as Persons who have consulted with or provided valuable assistance to, the Company and have been approved by the Committee, shall be eligible for Awards under the Plan.

SECTION 1.5. Awards Under the Plan. Awards to Eligible Participants shall be in the form of shares of Restricted Stock.

SECTION 1.6. Shares Subject to the Plan.

(a) General Limitation. The aggregate number of shares of Common Stock that may be issued under the Plan shall be Fifty-Seven Million Five-Hundred Thousand (57,500,000) shares (“Maximum Issuance”).  If any Award under the Plan shall expire, terminate or be canceled for any reason without having been vested in full, or if any Award shall be forfeited to the Company, the unexercised or forfeited Award shall not count against the above limits and shall again become available for grants under the Plan (unless the holder of such Award received dividends or other economic benefits with respect to such Award, which dividends or other economic benefits are not forfeited, in which case the Award shall count against the above limits). Shares of Common Stock that are withheld in order to satisfy federal, state or local tax liability, shall not count against the above limits.

(b) Additional Limitations.  No more than the Maximum Issuance number of shares of Common Stock may be subject to Restricted Stock Awards that are intended to be “performance based compensation” (as that term is used in Section 162(m) of the Code) may be granted.

SECTION 1.7. Other Compensation Programs.  Nothing contained in the Plan shall be construed to preempt or limit the authority of the Board to exercise its corporate rights and powers, including, but not by way of limitation, the right of the Board (a) to grant incentive awards for proper corporate purposes otherwise than under the Plan to any employee, officer, director or other person or entity; or (b) to grant incentive awards to, or assume incentive awards of, any person or entity in connection a change of control of the Company.

SECTION 1.8. Award Agreements.  Each Award shall be evidenced by an agreement that may contain any term deemed necessary or desirable by the Committee, provided such terms are not inconsistent with this Plan or applicable law.  Each Award Agreement shall contain the agreement of the Participant not to compete with the business of the Company during the term of the Participant’s employment with the Company and for a period of two years thereafter.

ARTICLE II. RESTRICTED STOCK

SECTION 2.1. Terms and Conditions of Restricted Stock Awards.  Subject to the following provisions, all Awards of Restricted Stock under the Plan to an Eligible Participant shall be in such form and shall have such terms and conditions as the Committee, in its discretion, may from time to time determine consistent with the Plan.

(a) Restricted Stock Award. The Restricted Stock Award shall specify the number of shares of Restricted Stock subject to the Award, and the price, if any, to be paid by the Participant receiving the Restricted Stock Award.  Upon issuance of Restricted Stock pursuant to any Restricted Stock Award, all such Restricted Stock shall be unvested.  Such Restricted Stock under a Restricted Stock Award shall vest as follows:

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(i) one-third (1/3) of such Restricted Stock shall vest on the first date on which the Company attains an average Market Capitalization for any ten (10) trading days during any fifteen (15) consecutive trading day periodin excess of $15.87 million;

(ii) one-third (1/3) of such Restricted Stock shall vest on the first date on which the Company attains an average Market Capitalization for any ten (10) trading days during any fifteen (15) consecutive trading day periodin excess of $60 million; and

(iii) one-third (1/3) of such Restricted Stock shall vest on the first date on which the Company attains an average Market Capitalization for any ten (10) trading days during any fifteen (15) consecutive trading day periodin excess of $120 million.

(b) Restrictions on Transfer.  Unless otherwise provided herein, or in the Award Agreement relating to the Restricted Stock Award, or otherwise permitted by the Committee, stock certificates representing the Restricted Stock granted to a Participant shall be registered in the Participant’s name.  Prior to the shares of Restricted Stock becoming vested, such certificates shall either be held by the Company on behalf of the Participant, or delivered to the Participant bearing a legend to restrict transfer of the certificate until the Restricted Stock has vested and has been delivered to the Participant with all restrictions removed.  The Participant shall have the right to vote and/or receive dividends on the Restricted Stock before it has vested. Except as may otherwise be expressly permitted by the Committee, no share of Restricted Stock may be sold, transferred, assigned or pledged by the Participant until such share has vested, has been replaced with an unrestricted certificate, and has been delivered to the Participant in accordance with the terms hereof and of the Award Agreement.  Any transfer or pledge, or attempted transfer or pledge, in violation of this restriction shall be null and void and of no force and effect, and shall not be recognized by the Company as a valid transfer or pledge.  Unless a Participant’s Award Agreement specifies otherwise, in the event of a Participant’s termination of employment before all the Participant’s Restricted Stock has vested, or been deemed vested, or in the event other conditions to the vesting of Restricted Stock have not been satisfied prior to any deadline for the satisfaction of such conditions set forth in the Award, the shares of Restricted Stock that have not vested, or been deemed vested, shall be forfeited and any purchase price paid by the employee, if any, shall be returned to the Participant. At the time Restricted Stock vests and is deliverable to the Participant in accordance with the terms hereof and the Participant’s Award Agreement (and upon the return of such certificates to the Company), a certificate for such vested shares shall be delivered to the Participant (or the beneficiary designated by the Participant in the event of death), free of all restrictions.

(c) Accelerated Vesting. Notwithstanding the vesting conditions set forth in the Restricted Stock Award, unless the Restricted Stock Award grant or other agreement with the Participant thereof specifies otherwise:

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(i) the Committee may in its discretion at any time accelerate the vesting of Restricted Stock or otherwise waive or amend any conditions of a grant of a Restricted Stock Award;

(ii) all the shares of Restricted Stock shall vest upon a Change of Control of the Company; and

(iii) all the shares of Restricted Stock shall vest upon the death of the Participant.

(d) GBL Authorization.  Notwithstanding anything herein or in any Restricted Stock Award, or in any employment agreement, to the contrary, unless otherwise agreed to by GBL, all Restricted Stock, both before and after the vesting thereof, shall be held by the Company, and not delivered to the Participant, and shall not be transferable or pledgeable by the Participant after vesting, until such time as GBL has either received or has the ability to realize in cash any outstanding balance of its initial investment in the Company of $3 million, based on the Market Capitalization of the Company’s Common Stock, GBL’s ability to sell its Common Stock, or any other relevant factor which should be reasonably considered in determining GBL’s ability to realize its initial investment as aforesaid.

In the event of any dispute between GBL and the Company over the foregoing, any combination of one (1) or more employees (the “Selling Group”) of the Company may, upon written notice to the Company and GBL, offer to combine, and if requested by the Selling Group the Company shall deliver to them, the number of vested shares necessary to generate when sold the equivalent cash sum equal to the unreturned balance of GBL’s investment in full.  Upon receipt of such notice, GBL at its option may agree to accept the cash proceeds from such sale and in return for such cash payment transfer the same number of shares of Common Stock to the Selling Group, or decline such offer and retain ownership of such shares of Common Stock.  In either event, the initial investment return conditions shall be deemed satisfied and the Restricted Stock which has vested and not been delivered shall be reissued as unrestricted Common Stock and delivered to the Selling Group.

(e) Designees.  Any Participant may, with the Committee’s approval, which may be granted or withheld in the Committee’s sole discretion, designate another Person to receive the Restricted Stock awarded under a Restricted Stock Award.

SECTION 2.2. Section 83(b) Election. If a Participant receives an award of Restricted Stock that is subject to a “substantial risk of forfeiture,” such Participant may elect under Section 83(b) of the Code to include in his or her gross income, for the taxable year in which the Restricted Stock is received, the excess of the Fair Market Value of such Restricted Stock on the Date of Grant (determined without regard to any restriction other than one which by its terms will never lapse), over the amount paid for the Restricted Stock, if any.  If the Participant makes the Section 83(b) election, the Participant shall (a) make such election in a manner that is satisfactory to the Committee, (b) provide the Company with a copy of such election, (c) agree to promptly notify the Company if any Internal Revenue Service or state tax agent, on audit or otherwise, questions the validity or correctness of such election or of the amount of income reportable on account of such election, and (d) agree to such federal and state income tax withholding as the Committee may reasonably require in its sole discretion.

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ARTICLE III. ADDITIONAL PROVISIONS

SECTION 3.1. General Restrictions.  Each Award under the Plan shall be subject to the requirement that, if at any time the Committee shall determine that (a) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securities exchange or under any state or federal law; (b) the consent or approval of any government regulatory body; or (c) an agreement by the recipient of an Award with respect to the disposition of shares of Common Stock, is necessary or desirable (in connection with any requirement or interpretation of any federal or state securities law, rule or regulation) as a condition of, or in connection with, the granting of such Award or the issuance, purchase or delivery of shares of Common Stock thereunder, such Award may not be consummated in whole or in part unless such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee.

SECTION 3.2. Adjustments for Changes in Capitalization. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares, mergers, consolidations, liquidations, split-ups, split-offs, spin-offs or other similar changes in capitalization, or any distributions to stockholders, including a rights offering, other than regular cash dividends, changes in the outstanding stock of the Company by reason of any increase or decrease in the number of issued shares of Common Stock resulting from a split-up or consolidation of shares or any similar capital adjustment or the payment of any stock dividend, any share repurchase at a price in excess of the market price of the Common Stock at the time such repurchase is announced or other increase or decrease in the number of such shares, the Committee shall make appropriate adjustment in the number and kind of shares authorized by the Plan, in the number, price or kind of shares covered by the Awards and in any outstanding Awards under the Plan.  In the event of any adjustment in the number of shares covered by any Award, any fractional shares resulting from such adjustment shall be disregarded and each such Award shall cover only the number of full shares resulting from such adjustment.

SECTION 3.3. Amendments.  The Committee shall have the authority to amend any Award to include any provision that, at the time of such amendment, is authorized under the terms of the Plan; provided, however, no outstanding Award may be revoked or altered in a manner unfavorable to the holder without the written consent of the holder.

SECTION 3.4. Cancellation of Awards.  Any Award granted under the Plan may be canceled at any time with the consent of the holder and a new Award may be granted to such holder in lieu thereof, which award may, in the discretion of the Committee, be on more favorable terms and conditions than the canceled Award.

SECTION 3.5. Beneficiary.  A Participant may file with the Company a written designation of beneficiary, on such form as may be prescribed by the Committee, to receive any shares of Restricted Stock that become deliverable to the Participant pursuant to the Plan after the Participant’s death.  A Participant may, from time to time, amend or revoke a designation of beneficiary.  If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.

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SECTION 3.6. Withholding.  Whenever the Company proposes or is required to issue or transfer shares of Common Stock under the Plan, the Company shall have the right to require the holder to pay an amount in cash or to retain or sell without notice, or demand surrender of, shares of Common Stock in value sufficient to satisfy any Withholding Tax prior to the delivery of any certificate for such shares (or remainder of shares if Common Stock is retained to satisfy such Withholding Tax).  Whenever Common Stock is so retained, sold or surrendered to satisfy Withholding Tax, the value of shares of Common Stock so retained, sold or surrendered shall be determined by the Committee, and the value of shares of Common Stock so sold shall be the net proceeds (after deduction of commissions) received by the Company from such sale, as determined by the Committee.

SECTION 3.7. Transferability. Except as expressly provided in the Plan or as may be permitted by the Committee, no Award under the Plan shall be assignable or transferable by the holder thereof except by will or by the laws of descent and distribution.  Except as expressly provided in the Plan or as may be permitted by the Committee, during the life of the holder, Awards under the Plan shall be exercisable only by such holder or by the guardian or legal representative of such holder.

SECTION 3.8. Non-uniform Determinations.  Determinations by the Committee under the Plan (including, without limitation, determinations of the persons to receive Awards; the form, amount and timing of such Awards; the terms and provisions of such Awards and the agreements evidencing same; and provisions with respect to termination of employment) need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated.

SECTION 3.9. No Guarantee of Employment.  The grant of an Award under the Plan shall not constitute an assurance of continued employment for any period.

SECTION 3.10. Deferred Compensation and Trust Agreements.  The Committee may authorize and establish deferred compensation agreements and arrangements in connection with Awards under the Plan and may establish trusts and other arrangements, including “rabbi trusts,” with respect to such agreements and appoint one or more trustees for such trusts.  Shares of Common Stock under the Plan may also be acquired by one or more trustees from the Company, in the open market or otherwise.

SECTION 3.11. Duration and Termination.

(a) The Plan shall terminate on December 31, 2017.  Notwithstanding the foregoing, Awards granted prior to such date may extend beyond such date, and the terms of this Plan shall continue to apply to all Awards granted hereunder.

(b) The Board may suspend, discontinue or terminate the Plan at any time.  Such action shall not impair any of the rights of any holder of any Award outstanding on the date of the Plan’s suspension, discontinuance or termination without the holder’s written consent.

SECTION 3.12. Effective Date. The Plan shall be effective as of April 15, 2011.

[Signature Page Follows]

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Executed to evidence the Plan and the adoption thereof by the Board of Directors.

GREEN BALLAST, INC.
By:	/s/ Kevin Adams
Name:   Kevin Adams
Title:     Chief Executive Officer

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EX-10.10

RESTRICTED STOCK AWARD AGREEMENT

(________________)

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”).

WHEREAS, the Company has adopted the 2011 Restricted Stock Plan of Green Ballast, Inc. (the “Restricted Stock Plan” or “Plan”) effective as of the Effective Date with the objective of advancing the best interests of the Company, its Subsidiaries and its stockholders in order to attract, retain and motivate key employees with additional incentives through the award of shares of Restricted Stock; and

WHEREAS, the Restricted Stock Plan provides that Eligible Participants of the Company or its Subsidiaries, as determined in the judgment of the Committee, may be granted an Award which may consist of grants of restricted shares of common stock, par value $.0001 per share (“Common Stock”), of the Company; and

WHEREAS, the Recipient holds a position of responsibility within the Company and the Committee has determined that the Recipient is an Eligible Participant under the Restricted Stock Plan.

NOW, THEREFORE, in consideration of the premises, the terms and conditions set forth herein, the mutual benefits to be gained by the performance thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Recitals; Defined Terms.  The recitals of fact set forth above are hereby adopted as true and correct statements of fact as though set forth verbatim in the agreement portion hereof.  Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Restricted Stock Plan.

2. Grant of Restricted Stock.  Subject to the terms and conditions set forth herein and in the Restricted Stock Plan, including, without limitation, the vesting terms and conditions hereinafter set forth and in the Restricted Stock Plan, the Company hereby grants to the Recipient an Award of ______________ shares of Restricted Stock, such number of shares being distributed and subject to adjustment from time to time as provided in the Restricted Stock Plan and in paragraph 13 hereof.

3. Restrictions on Transfer.  Stock certificates representing the Restricted Stock granted hereunder shall be registered in the Recipient’s name, or Recipient’s designee if approved by the Committee.  Prior to the shares of Restricted Stock becoming vested, such certificates shall either be held by the Company on behalf of the Recipient, or delivered to the Recipient bearing a legend to restrict transfer of the certificate until the Restricted Stock has vested, and has been delivered to the Recipient with all restrictions removed.  The Recipient shall have the right to vote and/or receive dividends on the Restricted Stock before it has vested.  Except as may otherwise be expressly permitted by the Committee, no share of Restricted Stock may be sold, transferred, assigned or pledged by the Recipient until such share has vested, has been replaced with an unrestricted certificate, and has been delivered to the Recipient in accordance with the terms hereof and the Restricted Stock Plan.  Any transfer or pledge, or attempted transfer or pledge, in violation of this restriction shall be null and void and of no force and effect, and shall not be recognized by the Company as a valid transfer or pledge.  Except as hereinafter provided, in the event of Recipient’s termination of employment before all the Recipient’s Restricted Stock has vested, or in the event other conditions to the vesting of Restricted Stock have not been satisfied prior to any deadline for the satisfaction of such conditions set forth herein, the shares of Restricted Stock that have not vested shall be forfeited and any purchase price paid by the Recipient shall be returned to the Recipient.  At the time Restricted Stock vests and is deliverable to the Participant in accordance with the terms hereof and the Restricted Stock Plan (and upon the return of such certificates to the Company), a certificate for such vested shares shall be delivered to the Recipient (or the beneficiary designated by the Recipient in the event of death), free of all such restrictions.

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Notwithstanding the foregoing to the contrary, in the event of the Recipient’s termination of employment by the Company before all the Participant’s Restricted Stock has vested, for every month, or partial month, of employment (using April 1, 2011, as the start date solely for purposes of calculating the number of shares deemed vested on any given date) prior to termination of employment, one sixtieth (1/60th) of the shares awarded herein shall be deemed vested when, and only when, such shares would otherwise have vested had the Recipient remained employed by the Company through the term of such vesting.  When any such Restricted Stock which had not already vested and been distributed to the Recipient prior to termination, vests in the normal course as set forth in the Plan, and is otherwise deliverable under the terms of the Plan and this Agreement, a certificate for such vested shares shall be delivered to the Recipient (or Recipient’s permitted designee or the beneficiary designated by the Recipient in the event of death).

4. Vesting.  The Restricted Stock granted pursuant to this Agreement shall vest and, subject to any restriction on transferability set forth in the Restricted Stock Plan, become transferable in accordance with the terms of the Restricted Stock Plan (for clarification, it is understood that the right to transfer the Restricted Stock shall be cumulative, so that the Recipient may transfer on or after the satisfaction of any threshold, in addition to the number of shares of Restricted Stock that became vested upon satisfaction of such threshold, such number of shares of Restricted Stock which previously became unvested upon satisfaction of a prior threshold).

5. Termination in Event of Nonemployment.  In the event that the Recipient ceases to be employed by the Company or any of its Subsidiaries for any reason other than death, the Restricted Stock granted pursuant to this Agreement shall be forfeited, except to the extent that any Restricted Stock has vested and become transferable in accordance with the provisions of paragraph 4 on the date the Recipient ceases to be so employed.

6. Accelerated Vesting.  Notwithstanding the vesting conditions set forth herein: (i) the Committee may in its discretion at any time accelerate the vesting of Restricted Stock or otherwise waive or amend any conditions of a grant of a Restricted Stock Award; (ii) all the shares of Restricted Stock shall vest upon a Change of Control of the Company; and (iii) all the shares of Restricted Stock shall vest upon the death of the Recipient.

7. Assignability. The rights granted pursuant hereto shall not be assignable or transferable by the Recipient other than in accordance with Section 3.7 of the Restricted Stock Plan.  No assignment of the rights herein granted shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of such documents and evidence as the Company may deem necessary to establish the validity of the assignment and the acceptance by the assignee or assignees of the terms and conditions hereof.

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8. Section 83(b) Election.  If Recipient is subject to a “substantial risk of forfeiture” of the Restricted Stock granted hereunder, such Recipient may elect under Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in his gross income, for the taxable year in which the Restricted Stock is received, the excess of the Fair Market Value of such Restricted Stock on the date of grant (determined without regard to any restriction other than one which by its terms will never lapse), over the amount paid for the Restricted Stock.  If the Recipient makes the Section 83(b) election, the Recipient shall (a) make such election in a manner that is satisfactory to the Committee, (b) provide the Company with a copy of such election, (c) agree to promptly notify the Company if any Internal Revenue Service or state tax agent, on audit or otherwise, questions the validity or correctness of such election or of the amount of income reportable on account of such election, and (d) agree to such federal and state income tax withholding as the Committee may reasonably require in its sole discretion.

9. Restrictions and Related Representations.  Upon the acquisition of any Restricted Stock hereunder, the Recipient may be required to enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws, the Restricted Stock Plan or with this Agreement.  In addition, the certificate or certificates representing any Restricted Stock issued hereunder will be stamped or otherwise imprinted with a legend in such form as the Company may require with respect to any applicable restrictions on sale or transfer, and the stock transfer records of the Company will reflect stop-transfer instructions, as appropriate, with respect to such Restricted Stock.

10. Notices.  Unless otherwise provided herein, any notice or other communication hereunder shall be in writing and shall be given by registered or certified mail.  All notices by the Recipient hereunder shall be directed to Green Ballast, Inc., Attention: CFO, at the Company’s then current address.  Any notice given by the Company to the Recipient hereunder shall be directed to him at his address on file with the Company. The Company shall be under no obligation whatsoever to advise or notify the Recipient of the existence, maturity or termination of any rights hereunder and the Recipient shall be deemed to have familiarized himself with all matters contained herein and in the Restricted Stock Plan which may affect any of the Recipient’s rights or privileges hereunder.

11. Scope of Certain Terms. Whenever the term “Recipient” is used herein under circumstances applicable to any other person or persons to whom this Award may be assigned in accordance with the provisions of Paragraph 7 of this Agreement, the term “Recipient” shall be deemed to include such person or persons.  The term “Restricted Stock Plan” as used herein shall be deemed to include the 2011 Restricted Stock Plan of Green Ballast, Inc. and any subsequent amendments thereto, together with any administrative interpretations which have been adopted thereunder by the Committee pursuant to Section 1.3 of the Restricted Stock Plan.  Unless otherwise indicated, defined terms herein shall have the meaning ascribed to them in the Restricted Stock Plan.

12. General Restrictions.  This Award is subject to the requirement that, if at any time the Committee shall determine that (a) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securities exchange or under any state or federal law; (b) the consent or approval of any government regulatory body; or (c) an agreement by the recipient of an Award with respect to the disposition of shares of Common Stock, is necessary or desirable (in connection with any requirement or interpretation of any federal or state securities law, rule or regulation) as a condition of, or in connection with, the granting of such Award or the issuance, purchase or delivery of shares of Common Stock thereunder, such Award may not be consummated in whole or in part unless such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee.

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13. Adjustments for Changes in Capitalization.  In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares, mergers, consolidations, liquidations, split-ups, split-offs, spin-offs or other similar changes in capitalization, or any distributions to stockholders, including a rights offering, other than regular cash dividends, changes in the outstanding stock of the Company by reason of any increase or decrease in the number of issued shares of Common Stock resulting from a split-up or consolidation of shares or any similar capital adjustment or the payment of any stock dividend, any share repurchase at a price in excess of the market price of the Common Stock at the time such repurchase is announced or other increase or decrease in the number of such shares, the Committee shall make appropriate adjustment in the number and kind of shares authorized by the Restricted Stock Plan, in the number, price or kind of shares covered by the Awards and in any outstanding Awards under the Restricted Stock Plan. In the event of any adjustment in the number of shares covered by any Award, any fractional shares resulting from such adjustment shall be disregarded and each such Award shall cover only the number of full shares resulting from such adjustment.

14. Amendments.  The Committee shall have the authority to amend any Award to include any provision that, at the time of such amendment, is authorized under the terms of the Restricted Stock Plan; provided, however, no outstanding Award may be revoked or altered in a manner unfavorable to the holder without the written consent of the holder.

15. Incorporation of Restricted Stock Plan.  This Agreement is subject to the Restricted Stock Plan, a copy of which has been furnished to the Recipient herewith and for which the Recipient acknowledges receipt.  The terms and provisions of the Restricted Stock Plan are incorporated by reference herein.  In the event of a conflict between any term or provision contained herein and a term or provision of the Restricted Stock Plan, the applicable terms and provisions of the Restricted Stock Plan shall govern and prevail.

16. Non-Competition.  The Recipient shall not compete with the business of the Company during the term of the Recipient’s employment with the Company and for a period of two years thereafter.

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RESTRICTED STOCK AWARD AGREEMENT

SIGNATURE PAGE

IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.

GREEN BALLAST, INC.

By:

Name: Kevin Adams

Title: CEO

RECIPIENT:

X:

Print Name:

Enclosure: 2011 Restricted Stock Plan of Green Ballast, Inc.

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EX-10.11

ACCOUNTING SERVICES AGREEMENT

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:

RECITALS:

A. GBI is engaged in the business of developing and marketing lighting ballasts and related products.

B. GBI desires to engage the services of IRC in connection with the accounting needs of GBI, and IRC desires to provide such services to GBI.

Now, therefore, in consideration of the following promises, obligations and agreements, GBI and IRC agree as follows:

ARTICLE I – BASIC TERMS

1.1 Effective Date:  IRC's appointment under Article II shall become effective as of April 15, 2011, (the "Effective Date").

1.2 Term:  The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year, and thereafter the term may be renewed for additional periods pursuant to a written amendment, subject at all times to the rights of termination set forth herein.

1.3 Bank and Bank Account:  IRC shall designate a bank (the "Bank") in which any revenues collected by IRC for GBI shall be deposited, subject to GBI's written approval.  The account or accounts shall be designated as a client trust account and named as follows: Green Ballast Depository (the "Bank Account").  The Bank Account will also be used to pay all approved and authorized expenses IRC is responsible for paying.  IRC is authorized as "Agent for GBI" to draw on the Bank Account in accordance with the provisions of this Agreement.  GBI may designate other accounts such as payroll, operating, and restricted cash to be opened and maintained by IRC.

1.4 Address of GBI.  Unless changed by notice to IRC, the address of GBI for notices under Section 13.2 shall be:

2620 Thousand Oaks Boulevard

Suite 4000

Memphis, TN 38118

ATTN: J. Kevin Adams

1.5 Address of IRC.  Unless changed by notice to GBI, the address of IRC for notices under Section 13.2 shallbe:

IRC – Interstate Realty Corporation

2620 Thousand Oaks Boulevard, Suite 4000

Memphis, TN 38118

Attention:  Penelope A. Springer

1.6 Accounting Fee.  The accounting fee payable to IRC for its services under this Agreement shall be $7,000 per month.

ARTICLE II – APPOINTMENT

GBI hereby appoints IRC to handle the accounting needs of GBI as of the Effective Date, and for the term stated in Section 1.2.  GBI hereby authorizes IRC to exercise such powers and to take such actions with respect to GBI as may be necessary for the performance of IRC's obligations under this Agreement.  IRC hereby accepts such appointment on the terms and conditions hereinafter set forth.

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ARTICLE III – DUTIES OF IRC

3.1 General Duties.  IRC shall use diligent efforts to perform the accounting services assigned by GBI and shall comply with GBI's instructions as may from time to time be provided by GBI to IRC.  IRC shall perform its services in a professional and diligent manner and consistent with industry standards.

3.2 Employment of Personnel.  All persons employed in connection with the accounting services provided by IRC shall either be employees of IRC or such consultants or independent contractors as may be retained by IRC and shall not be employees of GBI.  IRC shall select, employ, pay, supervise, direct and discharge all employees necessary for the services provided, and shall use reasonable care in the selection and supervision of such employees.  IRC shall be responsible for complying with all laws, regulations and collective bargaining agreements affecting such employment.  IRC is and will continue throughout the term of this Agreement to be an Equal Opportunity Employer.

3.3 Compliance with Laws.  IRC shall not knowingly violate any applicable laws, ordinances, rules, regulations, requirements or orders of any federal, state, municipal, or other governments in performing its services under this Agreement and IRC shall use reasonable diligence to comply with any and all such laws, ordinances, rules, regulations, requirements and orders in performing its services hereunder.  IRC shall promptly notify GBI of any known violation of any federal, state, municipal, or other governmental law, ordinance, rule, regulation, requirement or order.

3.4 Licenses and Authorizations.

(a) IRC shall obtain and keep in full force and effect all licenses, permits, consents and authorizations as may be necessary for the services provided hereunder.

(b) IRC shall obtain and keep in full force and effect all business licenses and governmental authorizations (including qualifications to do business) as may be necessary for the proper performance by IRC of its duties and obligations under this Agreement.

3.5 Confidentiality.  IRC shall hold in confidence and not use or disclose to others any confidential or proprietary information of GBI which is disclosed to IRC, including but not limited to any data, information, plans, programs, processes, costs, or operations of GBI, provided, however, that IRC's obligations hereunder shall not apply if such information (a) is available to the general public, or (b) is required to be disclosed pursuant to law, court order or subpoena.

ARTICLE IV – REPORTS, AND OTHER FINANCIAL MATTERS

4.1 Reports.

(a) IRC shall, during the term of this Agreement, deliver monthly reports to GBI relating to the services provided hereunder for the preceding calendar month, not later than fifteen (15) business days after the end of the preceding month.

(b) IRC's accounting records and reports will be provided in IRC's standard report format as it may be revised from time to time.  IRC will provide variations in its standard format or additional reports at an additional charge to GBI.

(c) To ensure the reliability of all reports required by this section, IRC shall on or before the last day of the accounting month: pay all charges, fees, bills, invoices, etc., which are normally and customarily incurred monthly in connection with the services provided hereunder and any other amounts which are payable that month, provided that if any charges, fees, bills, invoices, etc., for that month cannot be paid by the 15th, IRC shall accrue such items, if appropriate.

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4.2 Records.  IRC agrees to keep separate records with respect to the services provided hereunder, and to retain those records for periods specified by GBI.  Accounting shall be on an accrual basis.  Such books, records and accounts shall include, without limitation, vouchers, statements, receipted bills and invoices, employment records, documents, notices, agreements, contracts, correspondence, leases, permits, licenses, authorizations, all collections and disbursements related to the services provided, the deposits to the Bank Account and other business and affairs within the responsibility of IRC pursuant to this Agreement.  GBI shall have the right, during the term of this Agreement, to inspect such records and audit the reports required hereunder during normal business hours upon at least three (3) days notice.  All such records, data, information and documents shall at all times be the property of GBI and shall be delivered to GBI without demand upon termination of this Agreement.

4.3 Duty of Care.  IRC shall exercise such control over accounting and financial transactions as is reasonably required to protect GBI's interest from error, negligence, recklessness, willful misconduct, fraud or criminal acts on the part of IRC or its agents, contractors, subcontractors, associates or employees.  Losses caused by such error or activity shall be borne by IRC, to the extent such losses are not paid to GBI pursuant to the insurance carried by IRC.

ARTICLE V – RESPONSIBILITIES OF GBI

5.1 Documents Provided by GBI.  In order for IRC to set-up and establish operations, GBI shall provide to IRC such information, documents and certificates regarding the services as IRC shall reasonably request and as GBI has in its possession.  Any and all books and records provided by GBI are and shall remain the property of GBI, but shall be made available to IRC for its use and knowledge in assuming the duties and responsibilities of IRC under this Agreement.

5.2 GBI's Obligations.  Throughout the term of this Agreement, GBI agrees to perform the following:

(a) To pay IRC for its services in the amounts and in the manner and at the times described herein.

(b) To promptly reimburse IRC, upon written demand, to the full extent of all funds reasonably advanced by IRC for GBI's account in carrying out the terms and conditions of this Agreement.

(c) To promptly comply with and abide by, at GBI's sole expense, all laws, rules, codes, statutes, regulations, orders, notices, determinations, ordinances, and any other requirements of any federal, state, municipal or other governmental authority, now in force or which may hereafter be in force, relating to GBI’s business which noncompliance could reasonably be expected to have a material adverse impact on IRC’s ability to provide the services hereunder.

ARTICLE VI – INSURANCE

6.1 General Insurance Provisions.  All insurance policies required of either party shall be issued by reputable, financially sound  companies, and shall have an A.M. Best rating of A- X, or better.

6.2 GBI's Insurance.  GBI shall maintain, at its own expense and at all times during the term of this Agreement, insurance as follows:

Commercial General Liability Insurance, written on ISO form CG 00 01 (occurrence), with such limits as GBI shall reasonably determine.  The policy will include contractual liability with defense provided in addition to policy limits for indemnitees of the named insured.

6.3 IRC's Insurance.  IRC shall maintain, at its expense and at all times during the term of this Agreement, insurance as follows:

(a) Commercial General Liability Insurance, written on ISO form CG 00 01 (occurrence), with such limits as IRC shall reasonably determine.

(b) Workers Compensation Insurance, as required by applicable law, covering all IRC's employees, and Employer's Liability Insurance with limits of not less than $500,000 for bodily injury by accident and $500,000 for bodily injury by disease.

(c) Commercial Crime and/or Employee Dishonesty Insurance, covering the activities of all of its employees who may handle or be responsible for monies or other property of IRC, with limits of not less than $500,000.

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(d) Professional Liability Insurance, covering errors and omissions of its employees, with limits of not less than $1,000,000.

6.4 Waiver of Claims.  GBI and IRC each waive any right of recovery against the other (and the respective officers, directors, partners, members and employees of each), for any loss or damage covered by any policy of insurance required hereunder, whether due to the negligence of GBI or IRC or their agents, contractors, officers, directors, partners, members or employees.  If any property insurance policy provides that a waiver of subrogation may only be granted by endorsement, the party maintaining such policy shall secure an endorsement providing the waiver of subrogation.

ARTICLE VII – INDEMNIFICATION

7.1 IRC's Indemnity.  Without limiting any indemnity provided elsewhere in this Agreement, IRC shall indemnify, defend, protect and hold harmless GBI and GBI's officers, directors, partners, members and employees from and against all claims, losses and liabilities (including all expenses and attorneys' fees) which arise out of (a) any breach of this Agreement by IRC, (b) any act of IRC which is outside the scope of IRC's authority under this Agreement, or (c) the professional negligence, active negligence, recklessness, willful misconduct, fraud or criminal acts of IRC, or its employees, officers, agents or representatives, to the extent not covered by GBI's Commercial General Liability Insurance.

7.2 GBI's Indemnity.  GBI shall indemnify, defend, protect and hold harmless IRC and its officers, directors and employees from and against all claims, losses and liabilities (including all expenses and attorneys' fees) which arise out of the performance by IRC of its obligations and duties hereunder unless the claim, loss or liability arises from (a) any breach of this Agreement by IRC, (b) any act of IRC which is outside the scope of IRC's authority under this Agreement, or (c) the professional negligence, active negligence (except for IRC's negligence which is covered under GBI's Commercial General Liability Insurance), recklessness, willful misconduct, fraud or criminal acts of IRC or its employees, officers, agents, or representatives.  With respect to claims (1) covered by the foregoing indemnity by GBI, but (2) not covered by GBI's Commercial General Liability Insurance, GBI shall defend IRC through counsel of GBI's choice, notwithstanding any allegation of negligence by the claimant against IRC or any of its employees, officers, agents or representatives, unless GBI determines, in good faith, that IRC or any of its employees, officers, agents or representatives has been negligent. In no event shall GBI be obligated to provide any defense against any allegation of recklessness, willful misconduct, fraud or criminal acts, but GBI shall take no action which might bar IRC from obtaining defense or coverage that may become available to IRC under GBI's Commercial General Liability Insurance, irrespective of such allegations.  IRC shall reimburse GBI for all such reasonable costs of defense if it is determined by a final judgment of a court of competent jurisdiction that IRC or any of its employees, officers, agents or representatives has been actively negligent or reckless or has engaged in willful misconduct, fraud or criminal acts.  If IRC is required to provide its own defense against any allegation of active negligence or recklessness, willful misconduct, fraud or criminal acts and if a final judgment of a court of competent jurisdiction determines that neither IRC nor any of its employees, officers, agents or representatives was actively negligent, reckless or engaged in willful misconduct, fraud or criminal acts, GBI shall reimburse IRC for its costs of defense.

7.3 No Effect on Insurance.  Nothing in this Article shall be deemed to affect any party's rights under any insurance policy procured by such party or under which such party is an insured or an additional insured.  It is thus understood that if bodily injury, property damage or personal injury liability claims are brought or made against IRC or GBI, or both, based upon the alleged negligence of IRC in performing its services hereunder, which are covered by GBI's Commercial General Liability Insurance, such coverage for IRC shall not be impaired, reduced or barred by the above indemnity provisions.  All indemnities contained in this Agreement shall survive the expiration or termination of this Agreement.

ARTICLE VIII – COSTS AND EXPENSES

8.1 Costs and Expenses of IRC.  Except as otherwise expressly provided herein, all costs and expenses incurred by or on behalf of IRC in performing its obligations hereunder shall be borne solely by IRC, including, without limitation, the following expenses or costs:

(a) Cost of gross salary and wages, payroll taxes, insurance, worker's compensation, pension benefits and any other benefits of IRC's supervisory and home and regional office personnel;

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(b) General accounting and reporting services, as such services are considered to be within the reasonable scope of IRC's responsibilities to GBI;

(c) Costs attributable to claims, losses and liabilities arising from (i) any breach of this Agreement by IRC or (ii) the negligence, recklessness, willful misconduct, fraud or criminal acts of IRC's employees, agents, contractors, subcontractors or associates; and

(d) Cost of comprehensive crime insurance purchased by IRC for its own account.

8.2 Insufficient Funds in Bank Account.  IRC shall not be required to expend any of its own funds for disbursements chargeable to GBI.  If there are insufficient funds in the Bank Account for a disbursement, IRC may, after notifying GBI of such insufficiency in writing, defer making any disbursement until GBI has furnished the funds necessary for such disbursement.

8.3 Nonpayment.  If GBI fails to make any payment when required or fails to perform any act required under this Agreement, then IRC, after 10 days written notice to GBI (or, in the case of any emergency, without notice) and without waiving or releasing GBI from any of its obligations hereunder, may (but shall not be required to) make such payment or perform such act.  IRC shall have (in addition to any other right or remedy) the right to offset all costs and expenses incurred in exercising its rights hereunder against any sums due or to become due to GBI hereunder.

ARTICLE IX – COMPENSATION

GBI shall pay IRC as compensation for the accounting services rendered hereunder a fee (the "Accounting Fee") at the rate of $7,000 per month.  Such Accounting Fee shall be payable by the last day of each accounting month.  IRC shall withdraw such Accounting Fee from the Bank Account and shall account for it as required hereunder.  In addition to the monthly Accounting Fee, GBI shall also pay IRC a one-time start up fee of Twelve Thousand Five Hundred and No/100 Dollars ($12,500.00) payable by April 30, 2011.

ARTICLE X – TERMINATION

10.1 Termination.  This Agreement shall terminate at the election of:

(a) IRC, upon thirty (30) days written notice to GBI;

(b) GBI, upon thirty (30) days written notice to IRC;

(c) GBI, upon five (5) days written notice to IRC, if IRC shall be in default in the performance of any of the covenants or agreements contained herein, and such default shall continue for fifteen (15) days after written notice thereof from GBI to IRC specifying the particulars of such default;

(d) GBI, immediately, if IRC commits any fraud or breach of trust, or makes any material misrepresentation to GBI; or

(e) Either party, upon fifteen (15) days notice, if a petition in bankruptcy is filed by or against either GBI or IRC or if either party makes an assignment for the benefit of creditors or takes advantage of any insolvency act or proceeding.

10.2 Obligations Upon Termination.

(a) Upon termination of this Agreement for any reason, IRC shall deliver the following to GBI at GBI's expense on or before thirty (30) days following the termination date:

(i) A final accounting,

(ii) Any balance of monies of GBI, net of amounts owed to IRC or other obligations pursuant to this Agreement; and

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(iii) All property, supplies, contracts, books and records furnished by GBI, drawings, executed leases, insurance policies, unpaid bills and correspondence, in IRC's possession at the time of termination and all other papers or documents which are the property of GBI.  IRC shall be allowed to retain originals or copies of books and records as required to comply with applicable law and its corporate policies.

ARTICLE XI – MISCELLANEOUS

11.1 Status of IRC.  It is the intention of the parties to create a relationship wherein IRC is an independent contractor.  Nothing herein contained shall be construed as creating the relationship of employer-employee or establishing any partnership or joint venture arrangement between GBI and IRC.

11.2 Notices.  Any statement, notice, recommendation, request, demand, consent or approval under this Agreement must be in writing and personally delivered or sent by overnight courier service, such as Federal Express, or sent by United States registered or certified mail, postage prepaid, return receipt requested, and shall be deemed to have been given upon the date of personal delivery or the next business day following deposit with an overnight courier or five days after deposit in the United States mail, provided that in the case of communications sent by overnight courier service or United States registered or certified mail, the communication is addressed as set forth in Section 1.4 if sent to the GBI and as set forth in Section 1.5 if sent to IRC.  Either party may, by written notice, designate a different address.

11.3 Assignment.  This Agreement shall not be assignable by IRC without the express prior written consent of GBI.  This Agreement shall be for the benefit of and shall be binding upon the heirs, successors and assigns of the parties hereto.

11.4 Severability.  Each provision of this Agreement is intended to be severable.  If any term or provision hereof or the application thereof to any entity or circumstance shall be determined by a court of competent jurisdiction to be illegal or unenforceable for any reason whatsoever, such term, provision or application thereof shall be severed from this Agreement and shall not affect the validity of the remainder of this Agreement or the application of such term or provision to any other entity or circumstance.

11.5 Costs of Suit.  If GBI or IRC shall institute any action or proceeding against the other relating to this Agreement, the unsuccessful party shall reimburse the successful party for its disbursements incurred in connection therewith and for its reasonable attorneys' fees, as fixed by the court.

11.6 Waiver.  No consent or waiver, express or implied, by either party to or of any breach or default by the other party in the performance of its obligations hereunder, shall be valid unless in writing.  No such consent or waiver shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of any other obligations of such party hereunder.  The failure of any party to declare the other party in default shall not constitute a waiver by such party of its rights hereunder, irrespective of how long such failure continues.  The granting of any consent or approval in any one instance by or on behalf of GBI shall not be construed to waive or limit the need for such consent in any other or subsequent instance.

11.7 Remedies Cumulative.  No remedy herein contained or otherwise conferred upon or reserved to GBI shall be considered exclusive of any other remedy, but such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law, in equity or by statute.  Every power and remedy given by this Agreement to GBI may be exercised from time to time and as often as occasion may arise or as may be deemed expedient.

11.8 Entire Agreement.  This Agreement contains the entire agreement between the parties and supersedes all prior oral or written agreements, understandings, representations and covenants, to the extent that they are inconsistent with this Agreement.

11.9 Amendment.  This Agreement may not be amended or modified except by an agreement in writing signed by the party against whom enforcement of such change or modification is sought.

11.10 Governing Law.  This Agreement and the obligations of GBI and IRC shall be governed by, and construed and enforced in accordance with, the laws of the State of Tennessee.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

GBI: GREEN BALLAST, INC.			IRC: IRC – INTERSTATE REALTY CORPORATION
	By:	/s/ William H. Bethell		By:	/s/ Mary F. Sharp

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EX-10.12

MARKETING SERVICES AGREEMENT

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:

RECITALS:

A.           GBI is engaged in the business of developing and marketing lighting ballasts and related products.

B. GBI desires to engage the services of IRC in connection with the marketing needs of GBI, and IRC desires to provide such services to GBI.

Now, therefore, in consideration of the following promises, obligations and agreements, GBI and IRC agree as follows:

ARTICLE I – BASIC TERMS

1.1 Effective Date:  IRC's appointment under Article II shall become effective as of April 15, 2011, (the "Effective Date").

1.2 Term:  The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year, and thereafter the term may be renewed for additional periods pursuant to a written amendment, subject at all times to the rights of termination set forth herein.

1.3 Bank and Bank Account:  IRC shall designate a bank (the "Bank") in which any revenues collected by IRC for GBI shall be deposited, subject to GBI's written approval.  The account or accounts shall be designated as a client trust account and named as follows: Green Ballast Depository (the "Bank Account").  The Bank Account will also be used to pay all approved and authorized expenses IRC is responsible for paying.  IRC is authorized as "Agent for GBI" to draw on the Bank Account in accordance with the provisions of this Agreement.  GBI may designate other accounts such as payroll, operating, and restricted cash to be opened and maintained by IRC.

1.4 Address of GBI.  Unless changed by notice to IRC, the address of GBI for notices under Section 13.2 shall be:

2620 Thousand Oaks Boulevard

Suite 4000

Memphis, TN 38118

ATTN: J. Kevin Adams

1.5           Address of IRC.  Unless changed by notice to GBI, the address of IRC for notices under Section 13.2 shallbe:

IRC – Interstate Realty Corporation

2620 Thousand Oaks Boulevard, Suite 4000

Memphis, TN 38118

Attention:  Penelope A. Springer

1.6 Fee.  The fee payable to IRC for its services under this Agreement shall be $4,500 per month.

ARTICLE II – APPOINTMENT

GBI hereby appoints IRC to handle the marketing needs of GBI as of the Effective Date, and for the term stated in Section 1.2.  GBI hereby authorizes IRC to exercise such powers and to take such actions with respect to GBI as may be necessary for the performance of IRC's obligations under this Agreement.  IRC hereby accepts such appointment on the terms and conditions hereinafter set forth.

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ARTICLE III – DUTIES OF IRC

3.1 General Duties.  IRC shall use diligent efforts to perform the services assigned by GBI and shall comply with GBI's instructions as may from time to time be provided by GBI to IRC.  IRC shall perform its services in a professional and diligent manner and consistent with industry standards.

3.2 Employment of Personnel.  All persons employed in connection with the services provided by IRC shall either be employees of IRC or such consultants or independent contractors as may be retained by IRC and shall not be employees of GBI.  IRC shall select, employ, pay, supervise, direct and discharge all employees necessary for the services provided, and shall use reasonable care in the selection and supervision of such employees.  IRC shall be responsible for complying with all laws, regulations and collective bargaining agreements affecting such employment.  IRC is and will continue throughout the term of this Agreement to be an Equal Opportunity Employer.

3.3 Compliance with Laws.  IRC shall not knowingly violate any applicable laws, ordinances, rules, regulations, requirements or orders of any federal, state, municipal, or other governments in performing its services under this Agreement and IRC shall use reasonable diligence to comply with any and all such laws, ordinances, rules, regulations, requirements and orders in performing its services hereunder.  IRC shall promptly notify GBI of any known violation of any federal, state, municipal, or other governmental law, ordinance, rule, regulation, requirement or order.

3.4          Licenses and Authorizations.

(a) IRC shall obtain and keep in full force and effect all licenses, permits, consents and authorizations as may be necessary for the services provided hereunder.

(b) IRC shall obtain and keep in full force and effect all business licenses and governmental authorizations (including qualifications to do business) as may be necessary for the proper performance by IRC of its duties and obligations under this Agreement.

3.5 Confidentiality.  IRC shall hold in confidence and not use or disclose to others any confidential or proprietary information of GBI which is disclosed to IRC, including but not limited to any data, information, plans, programs, processes, costs, or operations of GBI, provided, however, that IRC's obligations hereunder shall not apply if such information (a) is available to the general public, or (b) is required to be disclosed pursuant to law, court order or subpoena.

ARTICLE IV – RESPONSIBILITIES OF GBI

5.1 Documents Provided by GBI.  In order for IRC to set-up and establish operations, GBI shall provide to IRC such information, documents and certificates regarding the services as IRC shall reasonably request and as GBI has in its possession.  Any and all books and records provided by GBI are and shall remain the property of GBI, but shall be made available to IRC for its use and knowledge in assuming the duties and responsibilities of IRC under this Agreement.

5.2          GBI's Obligations.  Throughout the term of this Agreement, GBI agrees to perform the following:

(a)           To pay IRC for its services in the amounts and in the manner and at the times described herein.

(b) To promptly reimburse IRC, upon written demand, to the full extent of all funds reasonably advanced by IRC for GBI's account in carrying out the terms and conditions of this Agreement.

(c) To promptly comply with and abide by, at GBI's sole expense, all laws, rules, codes, statutes, regulations, orders, notices, determinations, ordinances, and any other requirements of any federal, state, municipal or other governmental authority, now in force or which may hereafter be in force, relating to GBI’s business which noncompliance could reasonably be expected to have a material adverse impact on IRC’s ability to provide the services hereunder.

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ARTICLE V – INSURANCE

5.1 General Insurance Provisions.  All insurance policies required of either party shall be issued by reputable, financially sound  companies, and shall have an A.M. Best rating of A- X, or better.

5.2 GBI's Insurance.  GBI shall maintain, at its own expense and at all times during the term of this Agreement, insurance as follows:

Commercial General Liability Insurance, written on ISO form CG 00 01 (occurrence), with such limits as GBI shall reasonably determine.  The policy will include contractual liability with defense provided in addition to policy limits for indemnitees of the named insured.

5.3          IRC's Insurance.  IRC shall maintain, at its expense and at all times during the term of this Agreement, insurance as follows:

(a) Commercial General Liability Insurance, written on ISO form CG 00 01 (occurrence), with such limits as IRC shall reasonably determine.

(b) Workers Compensation Insurance, as required by applicable law, covering all IRC's employees, and Employer's Liability Insurance with limits of not less than $500,000 for bodily injury by accident and $500,000 for bodily injury by disease.

(c) Commercial Crime and/or Employee Dishonesty Insurance, covering the activities of all of its employees who may handle or be responsible for monies or other property of IRC, with limits of not less than $500,000.

(d) Professional Liability Insurance, covering errors and omissions of its employees, with limits of not less than $1,000,000.

5.4 Waiver of Claims.  GBI and IRC each waive any right of recovery against the other (and the respective officers, directors, partners, members and employees of each), for any loss or damage covered by any policy of insurance required hereunder, whether due to the negligence of GBI or IRC or their agents, contractors, officers, directors, partners, members or employees.  If any property insurance policy provides that a waiver of subrogation may only be granted by endorsement, the party maintaining such policy shall secure an endorsement providing the waiver of subrogation.

ARTICLE VI – INDEMNIFICATION

6.1 IRC's Indemnity.  Without limiting any indemnity provided elsewhere in this Agreement, IRC shall indemnify, defend, protect and hold harmless GBI and GBI's officers, directors, partners, members and employees from and against all claims, losses and liabilities (including all expenses and attorneys' fees) which arise out of (a) any breach of this Agreement by IRC, (b) any act of IRC which is outside the scope of IRC's authority under this Agreement, or (c) the professional negligence, active negligence, recklessness, willful misconduct, fraud or criminal acts of IRC, or its employees, officers, agents or representatives, to the extent not covered by GBI's Commercial General Liability Insurance.

6.2 GBI's Indemnity.  GBI shall indemnify, defend, protect and hold harmless IRC and its officers, directors and employees from and against all claims, losses and liabilities (including all expenses and attorneys' fees) which arise out of the performance by IRC of its obligations and duties hereunder unless the claim, loss or liability arises from (a) any breach of this Agreement by IRC, (b) any act of IRC which is outside the scope of IRC's authority under this Agreement, or (c) the professional negligence, active negligence (except for IRC's negligence which is covered under GBI's Commercial General Liability Insurance), recklessness, willful misconduct, fraud or criminal acts of IRC or its employees, officers, agents, or representatives.  With respect to claims (1) covered by the foregoing indemnity by GBI, but (2) not covered by GBI's Commercial General Liability Insurance, GBI shall defend IRC through counsel of GBI's choice, notwithstanding any allegation of negligence by the claimant against IRC or any of its employees, officers, agents or representatives, unless GBI determines, in good faith, that IRC or any of its employees, officers, agents or representatives has been negligent. In no event shall GBI be obligated to provide any defense against any allegation of recklessness, willful misconduct, fraud or criminal acts, but GBI shall take no action which might bar IRC from obtaining defense or coverage that may become available to IRC under GBI's Commercial General Liability Insurance, irrespective of such allegations.  IRC shall reimburse GBI for all such reasonable costs of defense if it is determined by a final judgment of a court of competent jurisdiction that IRC or any of its employees, officers, agents or representatives has been actively negligent or reckless or has engaged in willful misconduct, fraud or criminal acts.  If IRC is required to provide its own defense against any allegation of active negligence or recklessness, willful misconduct, fraud or criminal acts and if a final judgment of a court of competent jurisdiction determines that neither IRC nor any of its employees, officers, agents or representatives was actively negligent, reckless or engaged in willful misconduct, fraud or criminal acts, GBI shall reimburse IRC for its costs of defense.

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6.3 No Effect on Insurance.  Nothing in this Article shall be deemed to affect any party's rights under any insurance policy procured by such party or under which such party is an insured or an additional insured.  It is thus understood that if bodily injury, property damage or personal injury liability claims are brought or made against IRC or GBI, or both, based upon the alleged negligence of IRC in performing its services hereunder, which are covered by GBI's Commercial General Liability Insurance, such coverage for IRC shall not be impaired, reduced or barred by the above indemnity provisions.  All indemnities contained in this Agreement shall survive the expiration or termination of this Agreement.

ARTICLE VII – COSTS AND EXPENSES

7.1 Costs and Expenses of IRC.  Except as otherwise expressly provided herein, all costs and expenses incurred by or on behalf of IRC in performing its obligations hereunder shall be borne solely by IRC, including, without limitation, the following expenses or costs:

(a) Cost of gross salary and wages, payroll taxes, insurance, worker's compensation, pension benefits and any other benefits of IRC's supervisory and home and regional office personnel;

(b) General accounting and reporting services, as such services are considered to be within the reasonable scope of IRC's responsibilities to GBI;

(c) Costs attributable to claims, losses and liabilities arising from (i) any breach of this Agreement by IRC or (ii) the negligence, recklessness, willful misconduct, fraud or criminal acts of IRC's employees, agents, contractors, subcontractors or associates; and

(d) Cost of comprehensive crime insurance purchased by IRC for its own account.

7.2 Insufficient Funds in Bank Account.  IRC shall not be required to expend any of its own funds for disbursements chargeable to GBI.  If there are insufficient funds in the Bank Account for a disbursement, IRC may, after notifying GBI of such insufficiency in writing, defer making any disbursement until GBI has furnished the funds necessary for such disbursement.

7.3 Nonpayment.  If GBI fails to make any payment when required or fails to perform any act required under this Agreement, then IRC, after 10 days written notice to GBI (or, in the case of any emergency, without notice) and without waiving or releasing GBI from any of its obligations hereunder, may (but shall not be required to) make such payment or perform such act.  IRC shall have (in addition to any other right or remedy) the right to offset all costs and expenses incurred in exercising its rights hereunder against any sums due or to become due to GBI hereunder.

ARTICLE XIII – COMPENSATION

GBI shall pay IRC as compensation for the services rendered hereunder a fee (the "Fee") at the rate of $4,500 per month. Such Fee shall be payable by the last day of each accounting month. IRC shall withdraw such Accounting Fee from the Bank Account and shall account for it as required hereunder.

ARTICLE IX – TERMINATION

9.1      Termination.  This Agreement shall terminate at the election of:

           (a)           IRC, upon thirty (30) days written notice to GBI;

           (b)           GBI, upon thirty (30) days written notice to IRC;

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(c) GBI, upon five (5) days written notice to IRC, if IRC shall be in default in the performance of any of the covenants or agreements contained herein, and such default shall continue for fifteen (15) days after written notice thereof from GBI to IRC specifying the particulars of such default;

(d) GBI, immediately, if IRC commits any fraud or breach of trust, or makes any material misrepresentation to GBI; or

(e) Either party, upon fifteen (15) days notice, if a petition in bankruptcy is filed by or against either GBI or IRC or if either party makes an assignment for the benefit of creditors or takes advantage of any insolvency act or proceeding.

9.2 Obligations Upon Termination.

(a) Upon termination of this Agreement for any reason, IRC shall deliver the following to GBI at GBI's expense on or before thirty (30) days following the termination date:

(i) A final accounting,

(ii) Any balance of monies of GBI, net of amounts owed to IRC or other obligations pursuant to this Agreement; and

(iii) All property, supplies, contracts, books and records furnished by GBI, drawings, executed leases, insurance policies, unpaid bills and correspondence, in IRC's possession at the time of termination and all other papers or documents which are the property of GBI.  IRC shall be allowed to retain originals or copies of books and records as required to comply with applicable law and its corporate policies.

ARTICLE X – MISCELLANEOUS

10.1 Status of IRC.  It is the intention of the parties to create a relationship wherein IRC is an independent contractor.  Nothing herein contained shall be construed as creating the relationship of employer-employee or establishing any partnership or joint venture arrangement between GBI and IRC.

10.2 Notices.  Any statement, notice, recommendation, request, demand, consent or approval under this Agreement must be in writing and personally delivered or sent by overnight courier service, such as Federal Express, or sent by United States registered or certified mail, postage prepaid, return receipt requested, and shall be deemed to have been given upon the date of personal delivery or the next business day following deposit with an overnight courier or five days after deposit in the United States mail, provided that in the case of communications sent by overnight courier service or United States registered or certified mail, the communication is addressed as set forth in Section 1.4 if sent to the GBI and as set forth in Section 1.5 if sent to IRC.  Either party may, by written notice, designate a different address.

10.3 Assignment.  This Agreement shall not be assignable by IRC without the express prior written consent of GBI.  This Agreement shall be for the benefit of and shall be binding upon the heirs, successors and assigns of the parties hereto.

10.4 Severability.  Each provision of this Agreement is intended to be severable.  If any term or provision hereof or the application thereof to any entity or circumstance shall be determined by a court of competent jurisdiction to be illegal or unenforceable for any reason whatsoever, such term, provision or application thereof shall be severed from this Agreement and shall not affect the validity of the remainder of this Agreement or the application of such term or provision to any other entity or circumstance.

10.5 Costs of Suit.  If GBI or IRC shall institute any action or proceeding against the other relating to this Agreement, the unsuccessful party shall reimburse the successful party for its disbursements incurred in connection therewith and for its reasonable attorneys' fees, as fixed by the court.

10.6 Waiver.  No consent or waiver, express or implied, by either party to or of any breach or default by the other party in the performance of its obligations hereunder, shall be valid unless in writing.  No such consent or waiver shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of any other obligations of such party hereunder.  The failure of any party to declare the other party in default shall not constitute a waiver by such party of its rights hereunder, irrespective of how long such failure continues.  The granting of any consent or approval in any one instance by or on behalf of GBI shall not be construed to waive or limit the need for such consent in any other or subsequent instance.

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10.7 Remedies Cumulative.  No remedy herein contained or otherwise conferred upon or reserved to GBI shall be considered exclusive of any other remedy, but such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law, in equity or by statute.  Every power and remedy given by this Agreement to GBI may be exercised from time to time and as often as occasion may arise or as may be deemed expedient.

10.8 Entire Agreement.  This Agreement contains the entire agreement between the parties and supersedes all prior oral or written agreements, understandings, representations and covenants, to the extent that they are inconsistent with this Agreement.

10.9 Amendment.  This Agreement may not be amended or modified except by an agreement in writing signed by the party against whom enforcement of such change or modification is sought.

10.10 Governing Law.  This Agreement and the obligations of GBI and IRC shall be governed by, and construed and enforced in accordance with, the laws of the State of Tennessee.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

GBI: GREEN BALLAST, INC.			IRC: IRC – INTERSTATE REALTY CORPORATION
	By:	/s/ William H Bethell		By:	/s/ Mary F. Sharp

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EX-10.13

AGREEMENT OF SUBLEASE

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).

WITNESSETH:

WHEREAS, on the 25th day of July, 2008, SUBLESSOR, as LESSEE, entered into a lease (hereinafter referred to as “Master Lease”) with Talcott III Thousand Oaks Limited Partnership, (hereinafter referred to as MASTER LESSOR), with respect to the office building located at 2620 Thousand Oaks Blvd. Suite 4000, City of Memphis, State of Tennessee, consisting of approximately 21,199 rentable square feet, a copy of which Master Lease has been provided to Sublessee and is incorporated herein by reference; and

WHEREAS, the SUBLESSOR now desires to sublease a portion of the subject premises, the exact location of which is to be mutually agreed upon (“Sublease Premises”) to the SUBLESSEE.

NOW, THEREFORE, in consideration of the premises herein set forth, it is hereby agreed by and between the parties hereto as follows:

1.           SUBLESSOR does hereby sublease the Sublease Premises to said SUBLESSEE for a period of one year (hereinafter defined as “Initial Sublease Term”), commencing the 15th day of April, 2011and terminating the 14th day of April, 2012. The exact location has been mutually agreed upon, and will change once certain tenant improvements are completed.  SUBLESSEE shall have access to the Sublease Premises on the Commencement Date and shall have use of such equipment and furniture as shall be mutually agreed upon.

2.           The base rental (“Base Rental”) for the twelve (12) month period shall be $5,000.00 per month.  Base Rental shall be paid in advance on the first day of each month, without demand and without offset or deduction.  SUBLESSEE shall not be responsible for any additional rent or operating expense pass throughs assessed to the Sublease Premises during SUBLESSEE’S occupancy.

3.           Any failure to perform the obligations under the SUBLEASE or MASTER LEASE which are applicable to Sublessee shall constitute default, including, but not limited to, failure to make timely payment of the Base Rental during the initial term of this Sublease, which default is not cured within any applicable grace or cure period set forth herein or in the Master Lease, or as otherwise allowed by Sublessor.

4.           SUBLESSEE does hereby assume and agree to perform all of the terms, covenants and conditions of said MASTER LEASE and any addenda thereto which are applicable to Sublessee and the Sublease Premises.

5.           Should suit be brought to enforce any covenant or provision of this Agreement, SUBLESSOR and SUBLESSEE agree that the prevailing party shall be entitled to reasonable attorney’s fees and costs, in addition to any other remedy afforded by law.

6.           All rental payments shall be paid by SUBLESSEE directly to SUBLESSOR.  If any installment of rent or any other sums due hereunder is not received by SUBLESSOR within ten (10) days after such amounts are due, SUBLESSOR may impose late charges as set forth in the MASTER LEASE.

7.           All notices and rental payments shall be sent to SUBLESSOR at the following address:

CB Richard Ellis Memphis, LLC

2620 Thousand Oaks Blvd. Suite 4000

Memphis, TN 38118

Attn:  Mary F. Sharp

All notices to SUBLESSEE shall be sent to the following address:

Green Ballast, Inc

2620 Thousand Oaks Blvd., Suite 4000

Memphis, TN 38118

Attn:  J. Kevin Adams

8. This is the entire Agreement of Sublease between the parties.

WHEREFORE, the parties have affixed their signatures hereto.

GREEN BALLAST, INC.		CB RICHARD ELLIS MEMPHIS, LLC
By:	/s/ J. Kevin Adams	By:	/s/ Mary F. Sharp
Printed Name: J. Kevin Adams		Printed Name: Mary F. Sharp
Title: CEO		Title: COO

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EX-23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Green Ballast, Inc.:

We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Memphis, Tennessee

October 26, 2011