AMENDMENTTO WARRANTS

EXHIBIT 4.5

AMENDMENT TO WARRANTS

This AMENDMENT TO WARRANTS (“Amendment”) is made effective as of October 16, 2012, by and between Green Ballast, Inc., a Delaware corporation (“Company”), and GEMINI MASTER FUND, LTD., a Cayman Islands company (“Holder”).

WITNESSETH:

WHEREAS, on or about April 15, 2011 the Company issued to the Holder three 7-year warrants to purchase Common Stock of the Company, including (A) a warrant to purchase 1,500,000 shares of Common Stock at an exercise price of $0.30, (B) a warrant to purchase 1,500,000 shares of Common Stock at an exercise price of $0.40, and (C) a warrant to purchase 2,000,000 shares of Common Stock at an exercise price of $0.60, which warrants were amended and restated on or about October 21, 2011 and subject to one or more further amendments thereafter (as amended, the “Warrants”); capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Warrants;

WHEREAS, on or about the date hereof the Company is entering into one or more financing transactions, and in connection with such financing transactions the Exercise Price under the Warrants has been automatically reduced to equal $0.25 pursuant to the terms of the Warrants; and

WHEREAS, in contemplation of future financing transactions, the Holder has agreed to waive and amend one of the adjustment provisions in the Warrants as set forth herein;

NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1)   Exercise Price Reduction. The Company and the Holder acknowledge and agree that as a result of the Company's financing transactions, the Exercise Price under each of the Warrants has been reduced to equal $0.25 as of the date hereof (subject to further adjustment in accordance with the terms of the Warrants).

2)   Waiver. Notwithstanding Section 3(b) of the Warrants, the number of Warrant Shares issuable upon exercise of each of the Warrants shall not be increased as a result of the reduction in the Exercise Price provided for in Section 1 above, such that the total number of Warrant Shares issuable upon exercise of all the Warrants equals 5 million shares of Common Stock in the aggregate (subject to adjustment in accordance with the terms of the Warrants).

3)   Amendment. Section 3(b) of the Warrants (Subsequent Equity Sales) is hereby deleted from each of the Warrants, effective immediately following the adjustments contained herein.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed effective the date first written above.