Unassociated Document


Exhibit 4.5




 


AMENDMENT NO. 2 TO


GREEN BALLAST, INC.


8% SENIOR SECURED CONVERTIBLE NOTE


 


THIS AMENDMENT, dated as of November 28, 2011 (the “Amendment”), to the 8% Senior Secured Convertible Note, dated as of April 15, 2011 (the “Gemini Note”), by Green Ballast, Inc., a Delaware corporation (the “Company”).


 


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


 


2.           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 February 1, 2012, 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 February 1, 2012, 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;


 


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


 


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


 




  





 











  








5.           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.]


 




  





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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







 




  





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