Common use of Restriction on Transfer Clause in Contracts

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Neither this Warrant and nor the rights granted Warrant Shares to Holder are transferable, in whole be received upon exercise or in part, upon surrender conversion of this Warrant, together with a properly executed warrant power in Warrant have been registered under the form Securities Act or under the securities Laws of Exhibit B attached hereto; provided, however, that any transfer or assignment state and Company shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under have no obligation to register the resale of this Warrant or the Warrant Shares under the Securities Act and that or under the securities Laws of any state, except in the case of the Warrant Shares to the extent provided in the Registration Rights Agreement. In addition to the restrictions set forth below, this Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant if such action would constitute a violation of any federal or state securities Laws or a breach of the conditions to an effective any exemption from registration statement thereunder (including a loss of the exemptions under the Securities Act and Act, or applicable state securities laws Laws) on which Company relied in connection with the issuance of this Warrant and any Warrant Shares upon exercise or conversion thereof and (b) unless and until one of the following has occurred: (i) registration of the resale of this Warrant and/or Warrant Shares, as the case may be, under the Act, and such registration or qualification as may be necessary under the securities laws of any state, has become effective, or (ii) the Holder shall have has delivered to the Company a written an opinion of counselcounsel reasonably satisfactory to Company that such registration or qualification is not required and such action will not constitute a breach of the conditions to any exemption from registration thereunder (including a loss of the exemptions under the Act, or applicable state securities laws) on which Company relied in form, substance issuing this Warrant and scope reasonably acceptable any Warrant Shares upon exercise or conversion thereof. In addition to the Companyforegoing restrictions, this Warrant is subject to the effect that restrictions set forth in the securities to Investment Agreement and neither this Warrant nor any interest herein may be offered for saleassigned, soldpledged, assigned sold or otherwise transferred are being offered for sale, sold, assigned without the prior written consent of Company in its sole discretion. Any purported assignment prohibited by the Investment Agreement or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONbe void.

Restriction on Transfer. (a) This Neither this Warrant and nor the rights granted Warrant Shares to Holder are transferable, in whole be received upon exercise or in part, upon surrender conversion of this Warrant, together with a properly executed warrant power in Warrant have been registered under the form Securities Act or under the securities Laws of Exhibit B attached hereto; provided, however, that any transfer or assignment state and Company shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under have no obligation to register the resale of this Warrant or the Warrant Shares under the Securities Act and that or under the securities Laws of any state, except in the case of the Warrant Shares to the extent provided in the Registration Rights Agreement. In addition to the restrictions set forth below, this Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant if such action would constitute a violation of any federal or state securities Laws or a breach of the conditions to an effective any exemption from registration statement thereunder (including a loss of the exemptions under the Securities Act and Act, or applicable state securities laws Laws) on which Company relied in connection with the issuance of this Warrant and any Warrant Shares upon exercise or conversion thereof and (b) unless and until one of the following has occurred: (A) registration of the resale of this Warrant and/or Warrant Shares, as the case may be, under the Act, and such registration or qualification as may be necessary under the securities laws of any state, has become effective, or (B) the Holder shall have has delivered to the Company a written an opinion of counselcounsel reasonably satisfactory to Company that such registration or qualification is not required and such action will not constitute a breach of the conditions to any exemption from registration thereunder (including a loss of the exemptions under the Act, or applicable state securities laws) on which Company relied in form, substance issuing this Warrant and scope reasonably acceptable any Warrant Shares upon exercise or conversion thereof. In addition to the Companyforegoing restrictions, this Warrant is subject to the effect that restrictions set forth in the securities to Investment Agreement and neither this Warrant nor any interest herein may be offered for saleassigned, soldpledged, assigned sold or otherwise transferred are being offered for sale, sold, assigned without the prior written consent of Company in its sole discretion. Any purported assignment prohibited by the Investment Agreement or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONbe void.

Restriction on Transfer. (a) This Warrant The shares of Parent Common Stock to be issued to the Stockholder pursuant to the Merger and any shares of capital stock or other securities received with respect thereto (collectively, the "Restricted Securities") shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer") except upon the conditions specified in this Section 7.2 and except for the pledge of such shares in connection with the Term Debt assumed by SWI, which conditions are intended to insure compliance with the provisions of the Securities Act. The Stockholder shall observe and comply with the Securities Act and the rights granted rules and regulations promulgated by the SEC thereunder as now in effect or hereafter enacted or promulgated, and as from time to Holder are transferabletime amended, in whole or in part, upon surrender connection with any Transfer of this Warrant, together with a properly executed warrant power in Restricted Securities beneficially owned by the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowstockholder. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Each certificate representing Restricted Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered issued to the Company a written opinion Stockholder and each certificate for such securities issued to subsequent transferees of counsel, in form, substance any such certificate shall (unless otherwise permitted by the provisions of Sections 7.2(c) and scope reasonably acceptable to the Company, to the effect that the securities to 7.2(d) hereof) be offered for sale, sold, assigned stamped or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY APPLICABLE STATE SECURITIES ACT”), AND OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO AN THE CONDITIONS SPECIFIED IN SECTION 7.2 OF THE AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF _______, 2000 AMONG ALLOY ONLINE, INC., ALLOY ACQUISITION SUB, INC., XXXXX MARKETING, INC. AND THE OTHER SIGNATORIES THERETO AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE REGISTRATION STATEMENT UNDER UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, ALLOY ONLINE INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF SHALL HAVE DELIVERED AN ALLOY ONLINE INC. CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY A WRITTEN OPINION SECRETARY OF COUNSELALLOY ONLINE INC." (c) Upon approval of the Merger by the Stockholder as contemplated hereby, IN FORMthe Stockholder is deemed to agree (and by execution and delivery of this Agreement and the Lock-Up Agreement the Stockholder confirms its agreement) that, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONprior to any Transfer of Restricted Securities to give written notice to Parent of Stockholder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 7.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant and the rights granted to 7.1 Each Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, acknowledges that any transfer or assignment shall be subject to the approval of the Company, such approval its Common Stock has not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares been registered under the Securities Act and that the Warrant and Warrant Shares will as such its Common Stock may not be characterized as “restricted securities” transferred except pursuant to an effective Registration Statement under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Each Holder agrees that it will not make any Disposition at any time if such registration. action would or would be likely to (a) constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Common Stock under any such laws or a breach of any undertaking or agreement of such Holder entered into pursuant to such laws or in connection with obtaining an exemption thereunder, (b) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940 or (c) Unless upon their issuance such Warrant Shares are then registered be a non-exempt “prohibited transaction” under ERISA or Section 4975 of the Securities Act pursuant Code or cause all or any portion of the assets of the Company to an effective registration statementconstitute “plan assets” for purposes of fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code. 7.2 To the extent certificated, any certificates each certificate representing Warrant Shares Common Stock (if any) or other instrument (including a statement issued by the registrar in accordance connection with this Warrant a book-entry system) representing Common Stock shall bear (unless otherwise permitted by the provisions of Section 7.4 below) be stamped or otherwise imprinted with a legend in substantially in the following form: “THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALEREOFFERED, SOLD, TRANSFERRED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR (B) OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE ACT IS SUBJECT TO THE COMPANY, ’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT ALSO SUBJECT TO AN EXEMPTION AMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT, DATED AS OF DECEMBER [●], 2017, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN, AS THE SAME MAY BE AMENDED, RESTATED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME. THE TERMS OF SUCH REGISTRATIONAMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER AND OWNERSHIP OF THE SECURITIES REPRESENTED HEREBY. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” 7.3 Each Holder by acceptance thereof agrees, prior to any Disposition, to give written notice to the Company of such Holder’s intention to effect such Disposition and to comply in all other respects with the terms and conditions of this Agreement. Each such notice shall describe the manner and circumstances of the proposed Disposition. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for such Holder, stating that in the opinion of such counsel (which opinion and counsel shall be satisfactory to the Company) such proposed Disposition of shares by such Holder does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the Company only and to the extent that the Board consents in writing in advance of such transfer, except as permitted pursuant to Section 5.1. Each certificate or other instrument evidencing the securities issued upon the transfer of any Common Stock shall bear the legend set forth in Section 7.2 above unless (a) in such opinion of counsel to the Holder of such shares (which opinion and counsel shall be acceptable to the Company) registration of any future transfer is not required by the applicable provisions of the Securities Act or (b) the Company shall have waived the requirement of such legends. 7.4 Notwithstanding the foregoing provisions of this Section 7, the restrictions imposed by this Section upon the transfer and ownership of any Common Stock shall cease and terminate when (a) any such shares are sold or otherwise disposed of (i) pursuant to an effective Registration Statement under the Securities Act or (ii) in a transaction contemplated by Section 7.3 above which does not require that the shares so transferred bear the legend set forth in Section 7.2 hereof or (b) the holder of such shares has met the requirements for transfer of such shares under Rule 144 under the Securities Act (subject to the delivery of opinions as set forth above).

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power transfer endorsement in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld withheld, and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it he understands that, except as set forth in Section 8 below, that the Company is under no obligation to register this Warrant or any of the Warrant Shares Shares, under the Securities Act and that the this Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. The Holder also represents and warrants that it he understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (ai) subsequently at that time they have been registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws laws, or (bii) the Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORPLIME ENERGY CO. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. (d) If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

Restriction on Transfer. (a) This The Holder acknowledges that neither this Warrant nor any Shares issuable upon exercise hereof have been registered under the Securities Act of 1933, as amended (the “Act”), and the rights granted to Holder are transferable, neither may be sold or transferred in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in part unless the form of Exhibit B attached heretoHolder shall have first given prior written notice to the Company describing such sale or transfer; provided, however, that any transfer the foregoing shall not apply if there is in effect a registration statement with respect to this Warrant or assignment shall be subject to the approval Shares issuable upon exercise hereof, as the case may be, at the time of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowproposed sale or transfer. (b) Holder represents Any transfer of all or any portion of this Warrant (and warrants the Shares), or any interest herein or therein, that it understands thatis otherwise in compliance with the Act shall be effected by surrendering this Warrant to the Company at its principal office, except as set forth together with a duly executed form of assignment, in Section 8 belowthe form attached hereto. In the event of any such transfer of this Warrant, the Company is under no obligation to register this Warrant shall issue (i) a new warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered of like tenor to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned transferee(s) (which warrant or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant warrants shall bear a legend substantially identical the legend contained in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”this Warrant), AND MAY NOT BE OFFERED FOR SALErepresenting the right to purchase the same number of Shares and cash, SOLDsecurities or other property, TRANSFERRED OR ASSIGNED UNLESS if any, which were purchasable by the Holder of the transferred portion of this Warrant, and (Aii) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR a new warrant of like tenor to the Holder (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSELwhich warrant shall bear a legend identical the legend contained in this Warrant), IN FORMrepresenting the right to purchase the number of Shares, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANYand cash, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALEsecurities or other property, SOLDif any, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALEpurchasable by the Holder of the un-transferred portion of this Warrant. Until this Warrant or any portion thereof is transferred on the books of the Company, SOLDthe Company may treat the Holder as the absolute holder of this Warrant and all right, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONtitle and interest therein for all purposes, notwithstanding any notice to the contrary.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder Warrant Shares issuable upon exercise hereof are transferable, subject in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject all respects to the approval terms and conditions of the CompanyRegistration Rights Agreement. No transfer, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands thatsale, except as set forth in Section 8 belowassignment, the Company is under no obligation to register hypothecation or other disposition of this Warrant or the Warrant Shares issuable upon exercise hereof may be made except in accordance with the provisions of the Registration Rights Agreement (it being understood that any transfer of Common Stock permitted under the Securities Act provisions of the Registration Rights Agreement shall be a permitted transfer with respect to this Warrant and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offeringShares). Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for saleThe Holder, soldby acceptance of this Warrant, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities agrees to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant bound by the applicable provisions of the Registration Rights Agreement and all applicable benefits of the Registration Rights Agreement shall inure to an exemption from such registrationHolder. (ci) Unless upon their issuance such Except as otherwise provided in this Section 4.5, each certificate for Warrant Shares are then registered under initially issued upon the Securities Act pursuant to an effective registration statementexercise of this Warrant, any certificates representing and each certificate for Warrant Shares issued in accordance to any transferee of any such certificate, shall be stamped or otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY STATE SECURITIES ACT”), LAWS AND MAY NOT BE OFFERED FOR TRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS OR THE RULES AND REGULATIONS THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A REGISTRATION RIGHTS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE, SOLDASSIGNMENT, TRANSFERRED PLEDGE, HYPOTHECATION OR ASSIGNED UNLESS OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT. THE HOLDER OF THESE SECURITIES AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT. (Aii) SUBSEQUENTLY Except as otherwise provided in this Section 4.5, each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO A REGISTRATION RIGHTS AGREEMENT (B) A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT. THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES THIS WARRANT AGREES TO BE OFFERED FOR SALEBOUND BY ALL OF THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT. (c) Notwithstanding the provisions of Section 4.5(b), SOLD(i) the Company shall deliver Warrants or certificates for Warrant Shares without the first paragraph of the legend set forth in any such clause if the securities referred to in such clause shall have been registered under the Securities Act or if such legend is otherwise not required under the Securities Act, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALEand if such legend has been set forth on any previously delivered certificates, SOLDsuch legend shall be removed from any certificates at the request of the Holder if the securities referred to in such clause have been registered under the Securities Act, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONor if such legend is not otherwise required under the Securities Act, and (ii) the Company shall deliver Warrants or certificates for Warrant Shares without the second paragraph of the legend set forth in such clause if such legend is no longer required pursuant to the terms of the Registration Rights Agreement.

Restriction on Transfer. (a) This Warrant 2.6.1. The Registrable Securities shall not be sold, pledged, or otherwise transferred, and the rights granted Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder are transferablewill cause any proposed purchaser, in whole pledgee, or in part, upon surrender transferee of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be Registrable Securities held by such Holder to agree to take and hold such securities subject to the approval provisions and upon the conditions specified in this Agreement. 2.6.2. Each certificate or instrument representing the Registrable Securities, and any other securities issued in respect of the CompanyRegistrable Securities, such approval not upon any share split, share dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 2.6.3) be stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY. The Holders consent to be unreasonably withheld the Company making a notation in its records and giving instructions to any transfer agent of the conditions Restricted Securities in order to implement the restrictions on transfer set forth in this Section 7(b) below2.6. (b) Holder represents and warrants that it understands that2.6.3. The holder of each certificate representing Restricted Securities, except as set forth by acceptance thereof, agrees to comply in all respects with the provisions of this Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering2. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for Before any proposed sale, soldpledge, assigned or transferred transfer of any Restricted Securities, unless (a) subsequently registered pursuant to an effective there is in effect a registration statement under the Securities Act and applicable state securities laws or (b) covering the proposed transaction, the Holder thereof shall have delivered give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of counsellegal counsel who shall, in formand whose legal opinion shall, substance and scope be reasonably acceptable satisfactory to the Company, addressed to the Company, to the effect that the securities to proposed transaction may be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered effected without registration under the Securities Act pursuant Act; (ii) a “no action” letter from the SEC to an effective the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration statementwill not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, any certificates representing Warrant Shares issued pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with this Warrant the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter in any transaction in compliance with SEC Rule 144. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 2.6.2, except that such certificate shall not bear a such restrictive legend substantially if, in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933opinion of counsel for such Holder and the Company, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONsuch legend is not required in order to establish compliance with any provisions of the Securities Act.

Restriction on Transfer. (a) This Warrant 2.6.1. The Registrable Securities shall not be sold, pledged, or otherwise transferred, and the rights granted Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except (i) upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act, or (ii) in accordance with any exemption from registration under the Securities Act, including SEC Rule 144. A transferring Holder are transferablewill cause any proposed purchaser, in whole pledgee, or in part, upon surrender transferee of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be Registrable Securities held by such Holder to agree to take and hold such securities subject to the approval provisions and upon the conditions specified in this Agreement. 2.6.2. Each certificate or instrument representing the Registrable Securities, and any other securities issued in respect of the CompanyRegistrable Securities, such approval not to upon any share split, share dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 2.6.3) be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant stamped or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance otherwise imprinted with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND AMENDED. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN VALID EXEMPTION FROM SUCH REGISTRATIONTHE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Registrable Securities in order to implement the restrictions on transfer set forth in this Section 2.6. 2.6.3. The holder of each certificate representing Registrable Securities , by acceptance thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Registrable Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall provide to the Company and/or its transfer agent any of (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company and/or its transfer agent, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Shares shall be entitled to sell, pledge, or transfer such Registrable Securities . Each certificate or instrument evidencing the Registrable Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 2.6.2, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.

Restriction on Transfer. (a) This Warrant and The Restricted Shares shall not be transferable except upon the rights granted conditions specified in this Section, which conditions are intended to Holder are transferable, in whole or in part, upon surrender of this Warrant, together insure compliance with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval provisions of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowSecurities Act. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, Each certificate representing Restricted Shares shall (unless otherwise permitted by the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion provisions of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. paragraph (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance and (d) below) be stamped or otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED OTHERWISE DISPOSED OF UNLESS (A) SUBSEQUENTLY AND UNTIL SUCH SHARES ARE REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR IS NOT REQUIRED AND (B2) THE HOLDER HEREOF SHALL HAVE DELIVERED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT REGISTRATION UNDER THE SHARES TO BE OFFERED FOR SALEACT IS NOT REQUIRED." (c) The holder of any Restricted Shares by acceptance thereof agrees, SOLDprior to any Transfer of any Restricted Shares, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALEto give written notice to the Company of such holder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section. Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, SOLDthe holder delivering such notice shall deliver a written opinion, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONaddressed to the Company, of counsel for the holder of Restricted Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such Restricted Shares under the Securities Act or the securities or "blue sky" laws of any state of the United States. Such holder of Restricted Shares shall be entitled to Transfer such Restricted Shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer and request such opinion within fifteen days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within fifteen days after delivery of such opinion. Each certificate or other instrument evidencing the securities issued upon the Transfer of any Restricted Shares (and each certificate or other instrument evidencing any untransferred balance of such Registered Shares) shall bear the legend set forth in paragraph (b) above unless (i) in such opinion of counsel to the holder of Restricted Shares (which opinion and counsel shall be reasonably acceptable to the Company) registration of any future Transfer is not required by the applicable provisions of the Securities Act or (ii) the Company shall have waived the requirement of such legends. (d) Notwithstanding the foregoing provisions of this Section, the restrictions imposed by this Section upon the transferability of any Restricted Shares shall cease and terminate when (i) any such Restricted Shares are sold or otherwise disposed of (A) pursuant to an effective registration statement under the Securities Act or (B) in a transaction contemplated by paragraph (c) above which does not require that the Restricted Shares so transferred bear the legend set forth in paragraph (b) hereof, or (ii) the holder of such Restricted Shares has met the requirements for Transfer of such Restricted Shares under Rule 144(k) under the Securities Act (subject to the delivery of opinions as set forth above). Whenever the restrictions imposed by this Section shall terminate, the holder of any Restricted Shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in paragraph (b) above and not containing any other reference to the restrictions imposed by this Section.

Restriction on Transfer. The Holder, by its acceptance hereof, represents, warrants, covenants and agrees that (ai) This Warrant the Holder has knowledge of the business and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval affairs of the Company, such approval not to be unreasonably withheld and (ii) this Warrant and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, Shares issuable upon the Company is under no obligation to register exercise of this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from for investment and not with a view to the Company in a transaction not involving a public offering. Holder also represents distribution hereof and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to absent an effective registration statement under the Securities Act and applicable state securities laws of 1933 as amended (the "Act") covering the disposition of this Warrant or (b) Holder shall have delivered to the Shares issued or issuable upon exercise of this Warrant, they will not be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Company a written with an opinion of counselcounsel (which may be counsel for the Company) or other evidence, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for such sale, soldtransfer, assigned assignment, hypothecation or transferred are being offered for saleother disposal will be exempt from the registration and prospectus delivery requirements of the Act and the registration or qualification requirements of any applicable state securities laws. The Holder consents to the making of a notation in the Company's records or giving to any transfer agent of the Warrant or the Shares an order to implement such restriction on transferability. This Warrant and the Shares shall beer the following legend or a legend of similar import, soldprovided, assigned however, that such legend shall be removed or transferred pursuant not placed upon the Warrant or the Shares if such legend Is no longer necessary to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under assure compliance with the Securities Act pursuant to an effective registration statementof 1933, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following formas amended: THESE WARRANTS AND THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES ACT COMMISSION OF 1933, AS AMENDED (ANY STATE BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER REGULATION S PROMULGATED PURSUANT TO THE “SECURITIES ACT”), . THIS WARRANT IS "RESTRICTED" AND MAY NOT BE OFFERED FOR SALE, SOLD, RESOLD OR TRANSFERRED NOR MAY THE WARRANT BE EXERCISED BY OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED ON BEHALF OF ANY U. S. PERSON EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE THE REGISTRATION STATEMENT UNDER OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONTHEREFROM.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power transfer endorsement in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld withheld, and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands thatthat the Company is under no obligation to register this Warrant or, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or any of the Warrant Shares Shares, under the Securities Act and that the this Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. The Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently at that time they have been registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws laws, or (b) the Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORPLIME ENERGY CO. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, in whole No shares of Common Stock or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment Preferred Stock shall be subject transferable except upon the conditions specified in this Section 7, which conditions are intended to insure compliance with the approval provisions of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowSecurities Act. (b) Holder represents Each certificate representing shares of Common Stock and warrants that it understands that, except as set forth in Section 8 Preferred Stock shall (unless otherwise permitted by the provisions of paragraph (d) below, the Company is under no obligation to register this Warrant ) be stamped or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN INVESTOR RIGHTS AGREEMENT DATED AS OF THE ORIGINAL ISSUE DATE AMONG THE ISSUER OF SUCH SECURITIES (THE “SECURITIES ACT”"COMPANY"), AND MAY NOT THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH INVESTOR RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE OFFERED FOR SALEFURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST." (c) The holder of any shares of Common Stock or Preferred Stock by acceptance thereof agrees, SOLDprior to any transfer of any such shares, TRANSFERRED OR ASSIGNED UNLESS to give written notice to the Company of such holder's intention to effect such transfer and to comply in all other respects with the provisions of this Section. Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Company, the holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the holder of such shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such holder of such shares shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such transfer and request such opinion within fifteen days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen days after delivery of such opinion. Each certificate or other instrument evidencing the securities issued upon the transfer of any shares of Common Stock shall bear the legend set forth in paragraph (b) above unless (i) in such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) registration of any future transfer is not required by the applicable provisions of the Securities Act or (ii) the Company shall have waived the requirement of such legends. (d) Notwithstanding the foregoing provisions of this Section 7, the restrictions imposed by this Section upon the transferability of any shares of Common Stock or Preferred Stock shall cease and terminate when (i) any such shares are sold or otherwise disposed of (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR pursuant to an effective registration statement under the Securities Act or (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSELin a transaction contemplated by paragraph (c) above which does not require that the shares so transferred bear the legend set forth in paragraph (b) hereof, IN FORMor (ii) the holder of such shares has met the requirements for transfer of such shares under Rule 144(k) under the Securities Act (subject to the delivery of opinions as set forth above). Whenever the restrictions imposed by this Section shall terminate, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANYthe holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALEwithout expense, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONa new certificate not bearing the restrictive legend set forth in paragraph (b) above and not containing any other reference to the restrictions imposed by this Section.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, Tenant will not assign or encumber this Lease in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that nor sublet all or any transfer or assignment shall be subject to the approval part of the CompanyPremises (collectively and individually, such approval a "TRANSFER"), without the prior written consent of Landlord, which consent Landlord will not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands thatwithhold, except as set forth provided in this Section 8 below14. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. This prohibition against Transfers shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease is Transferred by Tenant, or if the Premises or any part thereof are Transferred or occupied by any person or entity other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved during any time that a default (after notice and expiration of applicable grace periods) exists hereunder. No such Transfer, occupancy or collection shall be deemed a waiver on the part of Landlord, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained unless expressly made in writing by Landlord. Irrespective of any Transfer, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. Without limiting in any way Landlord's right to withhold its consent on any reasonable grounds, it is agreed that Landlord will not be acting unreasonably in refusing to consent to a 1. Notwithstanding anything to the contrary contained in this Lease, Landlord agrees that Tenant may assign this Lease or sublet the Premises, or any portion thereof, without Landlord's consent, to any entity which controls, is controlled by, or is under common control with Tenant; to any entity which results from a reincorporation, merger or consolidation with Tenant; to any entity engaged in a joint venture with Tenant; or to any entity that acquires all or substantially all of the stock or assets of Tenant, (hereinafter each a "PERMITTED TRANSFER" or "PERMITTED TRANSFEREE," as applicable), provided (i) with respect to any entity that acquires all or substantially all of the stock or assets of Tenant or an entity that results from a merger or consolidation (i.e., where Tenant is not the surviving entity), such Permitted Transferee has a net worth equal to Tenant's as of the date hereof, (ii) Tenant gives Landlord written notice of the Permitted Transfer at least ten (10) days prior to the effective date thereof, which notice provides Landlord with sufficient information to verify the satisfaction of the criteria for a Permitted Transfer, (iii) in the case of an assignment of this Lease, the Company is under no obligation to register this Warrant or Permitted Transferee assumes the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered obligations of Tenant hereunder pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope instrument reasonably acceptable to Landlord, and (iv) the Company, Permitted Transfer is effectuated for a bona fide business purpose and not as a means to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered avoid Tenant's obligations under the Securities Act pursuant to an effective registration statementthis Lease. In addition, any certificates representing Warrant Shares issued sale or transfer of the capital stock of Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in accordance connection with any bona fide financing or capitalization for the benefit of Tenant, or (2) Tenant becomes a publicly traded corporation, or (3) such sale or transfer is made to any publicly traded corporation. Without limiting the generality of the foregoing, Landlord shall have no right to any sums or other economic consideration resulting from any Permitted Transfer as otherwise permitted in Section 14.4 and shall have no right to terminate this Warrant shall bear Lease as a legend substantially result of any Permitted Transfer as otherwise permitted in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONSection 14.3.

Restriction on Transfer. 7.1 No shares of Common Stock shall be transferable except upon the conditions specified in this Section 7, which conditions are intended to insure compliance with the provisions of the Securities Act. 7.2 Each certificate representing shares of Common Stock shall (aunless otherwise permitted by the provisions of Section 7.4 below) This Warrant and the rights granted to Holder are transferable, in whole be stamped or in part, upon surrender of this Warrant, together otherwise imprinted with a properly executed warrant power legend in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: “THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN INVESTOR RIGHTS AGREEMENT DATED AS OF THE ORIGINAL ISSUE DATE AMONG THE ISSUER OF SUCH SECURITIES (THE “SECURITIES ACTCOMPANY”), AND MAY NOT THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH INVESTOR RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT FURNISHED WITHOUT CHARGE BY THE COMPANY TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A UPON WRITTEN OPINION OF COUNSELREQUEST.” 7.3 The holder of any shares of Common Stock by acceptance thereof agrees, IN FORMprior to any transfer of any such shares, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANYto give written notice to the Company of such holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section. Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Company, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALEthe holder delivering such notice shall deliver a written opinion, SOLDaddressed to the Company, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALEof counsel for the holder of such shares, SOLDstating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such holder of such shares shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the Company, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONif the Company does not reasonably object to such transfer and request such opinion within fifteen (15) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) days after delivery of such opinion. Each certificate or other instrument evidencing the securities issued upon the transfer of any shares of Common Stock shall bear the legend set forth in Section 7.2 above unless (a) in such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) registration of any future transfer is not required by the applicable provisions of the Securities Act or (b) the Company shall have waived the requirement of such legends. 7.4 Notwithstanding the foregoing provisions of this Section 7, the restrictions imposed by this Section upon the transferability of any shares of Common Stock shall cease and terminate when (a) any such shares are sold or otherwise disposed of (i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction contemplated by Section 7.3 above which does not require that the shares so transferred bear the legend set forth in Section 7.2 hereof, or (b) the holder of such shares has met the requirements for transfer of such shares under Rule 144(k) under the Securities Act (subject to the delivery of opinions as set forth above). Whenever the restrictions imposed by this Section shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 7.2 above and not containing any other reference to the restrictions imposed by this Section.

Restriction on Transfer. (a) This Warrant Preferred Shares held by an Investor and/or any Reserved Shares issued upon conversion of Preferred Shares held by an Investor shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer") except upon the conditions specified in this Section 8, which conditions are intended to ensure compliance with the provisions of the Securities Act. (b) Each certificate for shares of the capital stock of the Corporation held by an Investor and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the rights granted provisions of Sections 8(c) and 8(d)) be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 8 OF A STOCK PURCHASE AGREEMENT AMONG TELLIUM, INC. AND THE OTHER PARTIES THERETO, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN SUCH CONDITIONS, THE SECRETARY OF TELLIUM, INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF TELLIUM, INC. (c) Each Investor agrees, prior to Holder are transferableany Transfer of such shares, to give written notice to the Corporation of such Investor's intention to effect such Transfer and to comply in whole or in part, upon surrender all other respects with the provisions of this WarrantSection 8. Each such notice shall describe the manner and circumstances of the proposed Transfer and shall be accompanied by the written opinion, together with a properly executed warrant power addressed to the Corporation, of counsel for the holder of such shares, stating that in the form opinion of Exhibit B attached heretosuch counsel (which opinion and counsel shall be reasonably satisfactory to the Corporation) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act or the securities "blue sky" laws of any relevant state of the United States; provided, however, that no such opinion of counsel shall be -------- ------- necessary for a Transfer by an Investor to an Affiliate or by an Investor that is a partnership to a liquidating trust for the benefit of its partners or to a partner of such Investor, or a retired partner of such Investor who retires after the date hereof, or the estate of any transfer such partner or assignment shall retired partner if the transferee agrees in writing to be subject to the approval terms of this Section 8 to the same extent as if such transferee were originally a signatory to this Agreement or by a TWCP Investor (as defined in the Stockholders Agreement) to the Persons identified in Section 1.11 of the Company, Stockholders Agreement. Such Investor shall thereupon be entitled to Transfer such approval not shares in accordance with the terms of the notice delivered by it to be unreasonably withheld the Corporation. Each certificate or other instrument evidencing the securities issued upon the Transfer of any such shares (and each certificate or other instrument evidencing any untransferred balance of such shares) shall bear the conditions legend set forth in Section 7(b8(b) belowunless (x) in such opinion of counsel registration of any future Transfer is not required by the applicable provisions of the Securities Act or (y) the Corporation shall have waived the requirement of such legends; provided, -------- however, that such legend shall not be required on any certificate or other ------- instrument evidencing the securities issued upon such Transfer in the event such Transfer shall be made in compliance with the requirements of Rule 144 and the transferee is not an affiliate of the Corporation. No Investor shall Transfer any shares until such opinion of counsel has been given (unless waived by the Corporation or unless such opinion is not required in accordance with the provisions of this Section 8(c)). (bd) Holder represents and warrants that it understands thatNotwithstanding the foregoing provisions of this Section 8, except as set forth in the restrictions imposed by this Section 8 below, upon the Company is under no obligation to register this Warrant transferability of any shares of the capital stock of the Corporation held by an Investor shall cease and terminate when (i) any such shares are sold or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered otherwise disposed of pursuant to an effective registration statement under the Securities Act and applicable state or as otherwise contemplated by Section 8(c) and, pursuant to Section 8(c), the securities laws so transferred are not required to bear the legend set forth in Section 8(b) or (bii) Holder the holder of such shares has met the requirements for Transfer of such shares pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section 8 shall terminate, as herein provided, each Investor holding shares as to which such restrictions have delivered terminated shall be entitled to receive from the Corporation, without expense, a new certificate not bearing the restrictive legend set forth in Section 8(b) and not containing any other reference to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationrestrictions imposed by this Section 8. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. Lessee shall not sell, assign, sublet, mortgage, encumber or otherwise transfer by operation of law or otherwise any interest in this Lease (acollectively referred to as a "Transfer") This Warrant or any part of the Premises, without first obtaining Lessor's written consent which shall not be unreasonably withheld or delayed. No Transfer shall relieve Lessee of any liability under this Lease notwithstanding Lessor's consent to such Transfer. Consent to any Transfer shall not operate as a waiver of the necessity for Lessor's consent to any subsequent Transfer. Lessee shall by written notice advise Lessor of its desire from and after a stated date (which shall be not less than thirty (30) days nor more than ninety (90) days after the date of Lessee's notice), to Transfer the Premises or any portion thereof for any part of the term hereof. Lessee's notice shall state the name and address of the proposed transferee and the rights granted proposed rent and any other amounts payable and Lessee shall deliver to Holder are transferableLessor a true and complete copy of the proposed document of Transfer with such notice. In addition to its other rights, in whole such event Lessor shall have the right, to be exercised by giving written notice to Lessee within ten (10) days after the receipt of Lessee's notice, (i) to consent to the Transfer, but require Lessee to pay to Lessor one-half of the amount received by Lessee from the transferee (net of all reasonable expenses incurred by Lessee to effect the Transfer) in excess of the amounts payable by Lessee to Lessor for the portion of the Premises described in Lessee's notice, or (ii) to terminate this Lease as to such portion of the Premises and such notice shall, if given, terminate this Lease with respect to the portion of the Premises therein described as of the date stated in partLessor's response to Lessee's notice. If such notice shall specify all of the Premises and Lessor shall give such termination notice with respect thereto, upon surrender of this Warrant, together with a properly executed warrant power Lease shall terminate on the date stated in the form of Exhibit B attached hereto; providedLessor's response to Lessee's notice. If, however, that any transfer or assignment this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the Rent shall be subject to equitably reduced based on the approval proportion by which the floor area of the Company, such approval not to be unreasonably withheld Premises is reduced and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants per square foot annual rent for that it understands that, except floor area as set forth on EXHIBIT C, and this Lease as so amended shall continue thereafter in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act full force and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationeffect. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant Except upon certain specified conditions provided in this Section 7 and Section 9 hereof, Key Employees may not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any Key Employee Shares, or any right or interest therein. Any purported sale, transfer (including without limitation involuntary transfers initiated by operation of legal process), hypothecation or disposition of any of the Key Employee Shares or any right or interest therein, except in strict compliance with the terms and conditions of this Agreement, shall be null and void and the rights granted Company shall not be required to Holder give effect to, any such transfer on its stock transfer books and records. (b) Notwithstanding any other provision of this Agreement or the Stock Option Agreement, Key Employees may transfer any or all of the Key Employee Shares (i) upon a Key Employee's death, to any person in accordance with the laws of descent or testamentary distribution, (ii) to a revocable living trust of which such Key Employee and his spouse are transferablethe only trustees, or (iii) with respect to not more than 25%, in whole the aggregate, of the Key Employee's Key Employee Shares specified on his signature page hereto, to one or in partmore trusts for the benefit of his children, upon surrender the trustee of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached heretowhich is reasonably acceptable to Toray ("Permitted Transferees"); provided, however, that such Key Employee Shares shall not be transferred until any transfer or assignment shall be subject Permitted Transferee who is not a party to the approval of the Company, such approval not this Agreement executes a valid and legally binding undertaking to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, Toray to the effect that the securities Key Employee Shares so transferred shall thereafter remain subject to all of the provisions of this Agreement as though the Permitted Transferee were a Key Employee under this Agreement, bound in every respect in the same way as each Key Employee hereby so agrees to be offered for salebound as a Key Employee hereunder (except that the options set forth in Section 5 hereof shall continue to apply to any Key Employee Shares held by a Permitted Transferee, solddetermined in respect to the termination of employment of the transferor Key Employee); provided, assigned or transferred are being offered for salefurther, soldthat any Permitted Transferee who is not a party to this Agreement shall be deemed upon acquiring Key Employee Shares that have the legend affixed thereto, assigned or transferred pursuant to an exemption from Section 8 hereof, to have agreed to the undertaking described above regardless of whether the Permitted Transferee has executed such registrationundertaking. (c) Unless upon their issuance such Warrant Each Key Employee may pledge not more than 50% of his Key Employee Shares are then registered to secure loans under a credit facility to be established by the Securities Act Company for the benefit of the Key Employees with a financial institution. The credit facility shall set forth restrictions and conditions on the pledge of Key Employee Shares as Toray, Shimadzu and the Key Employees shall agree. (i) In the event any Key Employee Shares shall become the separate property of a former spouse (a "Former Spouse") of a Key Employee as a result of or in connection with a divorce proceeding, the Former Spouse shall not have any Put Option rights pursuant to an effective registration statementthis Agreement except as provided for in this Section 7(d). (ii) The Former Spouse shall have the right to require Toray to purchase all, but not less than all, of such Former Spouse's shares of Common Stock, including shares issuable upon exercise of Key Employee Options, for a period of thirty (30) days following the First, Second or Third Exercise Date, whichever first follows the date such shares become the separate property of the Former Spouse (the "Special Put Option"). For the First Exercise Date, the per share purchase price for the Special Put option shall be equal to the Per Share Price, plus Accruals from the Accrual Commencement Date to the date of payment. For the Second and Third Exercise Date, the per share purchase price shall be equal to the same Per Share Market Value determined as of the financial quarter ended December 31, 1996 or December 31, 1997, respectively, pursuant to Section 3 hereof. (iii) Toray shall have the right at any certificates representing Warrant Shares issued in accordance with this Warrant time to require such Former Spouse to sell to Toray all, but not less than all of such Former Spouse's shares of Common Stock, including shares issuable upon exercise of Key Employee Options (the "Special Call Option"). Prior to the First Exercise Date, the per share purchase price for the Special Call Option shall bear a legend substantially in be equal to the following formPer Share Price, plus Accruals from the Accrual Commencement Date to the date of payment. From and after the First Exercise Date the per share purchase price for the Special Call Option shall be equal to the Per Share Market Value determined as of: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”i) REPRESENTED BY THIS CERTIFICATE December 31, 1995, if the Special Call Option is exercised prior to the Second Exercise Date, (THE “SHARES”ii) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933December 31, AS AMENDED 1996, if the Special Call Option is exercised prior to the Third Exercise Date, or (THE “SECURITIES ACT”)iii) December 31, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION1997 if the Special Call is exercised on or at any time after the Third Exercise Date.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, Tenant will not assign this Lease in whole or in part, upon surrender nor sublet all or any part of the Premises (collectively and individually, a "TRANSFER"), without the prior written consent of Landlord, which consent Landlord will not unreasonably withhold. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. This prohibition against Transfers shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease is Transferred by Tenant, or if the Premises or any part of it are Transferred or occupied by any person or entity other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such Transfer, occupancy or collection shall be deemed a waiver on the part of Landlord, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained unless expressly made in writing by Landlord. Irrespective of any Transfer, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this WarrantLease. Without limiting in any way Xxxxxxxx's right to withhold its consent on any reasonable grounds, together it is agreed that Landlord will not be acting unreasonably in refusing to consent to a Transfer if, in Landlord's opinion, (i) the net worth or financial capabilities of such assignee or subtenant is less than that of Tenant at the date of this Lease, (ii) the proposed assignee or subtenant does not have the financial capability to fulfill the obligations imposed by the Transfer, (iii) the proposed Transfer involves a change of use of the Premises from that specified herein, or (iv) the proposed assignee or subtenant is not, in Landlord's reasonable opinion, of reputable or good character or consistent with a properly executed warrant power in Xxxxxxxx's desired tenant mix for the form of Exhibit B attached hereto; provided, however, that any transfer Project. Any proposed assignee or assignment subtenant which Xxxxxxxx does not disapprove shall be subject to the approval of the Companydeemed a "PERMITTED BUSINESS." If Tenant is a corporation, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 belowor is an unincorporated association or partnership, the Company is under no obligation to register transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership aggregating in excess of forty-nine percent (49%) shall be deemed an assignment within the meaning and provisions of this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationSection 18.1. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. No Shares may be transferred prior to the expiration of the Restricted Period. In addition, no Shareholder may transfer Shares other than under Sections 2.1, 2.2 and 2.3 until it has delivered written notice to the Company describing briefly the manner of any such proposed transfer and until (ai) This Warrant the Company has received from the Shareholder's counsel an opinion (reasonably satisfactory in form and substance to the Company's counsel) that such transfer can be made without compliance with the registration provisions of the Securities Act or any state securities law, or (ii) such transfer complies with Rule 144 or Regulation S (or comparable successor provisions) promulgated under the said Securities Act and applicable state securities act requirements, or (iii) a registration statement filed by the Company is declared effective by the SEC and under applicable state securities laws or steps necessary to perfect exemptions from such registration are completed. Notwithstanding anything to the contrary herein, in the event that there is an Underwritten Public Offering of securities of the Company pursuant to a registration covering Registrable Securities and a Holder of Registrable Securities does not sell his Registrable Securities to the underwriters of the Company's securities in connection with such offering, such Holder shall refrain from selling such Registrable Securities during the period of distribution of the Company's securities by such underwriters and the rights granted to Holder are transferable, period in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power which the underwriting syndicate participates in the form of Exhibit B attached heretoafter market; provided, however, that such Holder shall, in any transfer event, be entitled to sell its Registrable Securities commencing on the ninetieth (90th) day after the effective date of such registration statement in accordance with the terms hereof or assignment shall such other amount of time that may be subject to required by the approval underwriter of similarly situated holders of the Company, such approval not to be unreasonably withheld 's securities and provided further that the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, length of time which the Company is under no obligation shall be required to register this Warrant or maintain the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will effectiveness of any shelf registration statement which shall then be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered effective pursuant to an effective registration statement under Section 2.1 or Section 2.2 shall be extended by the Securities Act and applicable state securities laws or (b) Holder number of days of which the Holders shall have delivered be required to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred refrain from selling pursuant to an exemption from such registrationthis paragraph. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. The Purchaser covenants that in no event will it dispose of any of the Shares (other than pursuant to Rule 144 promulgated by Commission under the Securities Act ("Rule 144") or any similar or analogous rule or pursuant to a disposition registered with the Commission under the Securities Act) unless and until (a) This Warrant the Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) if requested by the Company, the Purchaser shall have furnished the Company with an opinion of counsel satisfactory in form and substance to the Company and the rights granted Company's counsel to Holder are transferablethe effect that (x) such disposition will not require registration under the Securities Act and (y) appropriate action necessary for compliance with the Securities Act and any applicable state, local, or foreign law has been taken. Notwithstanding the limitations set forth in whole the foregoing sentence, if the Purchaser is a partnership or limited liability company it may transfer Shares to its constituent partners or a retired partner of such partnership who retires after the date hereof or its constituent members or a retired member of such limited liability company who retires after the date hereof, or to the estate of any such partner or retired partner or member or retired member or transfer by gift, will, or intestate succession to any such partner's or member's spouse or lineal descendants or ancestors without the necessity of registration or opinion of counsel if the transferee agrees in part, upon surrender writing to be subject to the terms of this Warrant, together with Agreement to the same extent if such transferee were a properly executed warrant power in the form of Exhibit B attached heretoPurchaser; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval Purchaser hereby covenants not to be unreasonably withheld effect such transfer if such transfer either would invalidate the securities laws exemptions pursuant to which the Shares were originally offered and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant sold or the Warrant Shares would itself require registration and/or qualification under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then laws. Until registered under the Securities Act or transferred pursuant to an effective registration statementthe provisions of Rule 144 all certificates evidencing any of the Shares, whether upon initial issuance or upon any certificates representing Warrant Shares issued in accordance with this Warrant transfer thereof, shall bear a legend legend, prominently stamped or printed thereon, reading substantially in the following formas follows: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS LAWS, OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION AVAILABILITY OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONTHE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS."

Restriction on Transfer. Such Purchaser understands that: (a) This Warrant and the rights granted other than to Holder are transferablea person directly or indirectly controlling, in whole controlled by, or in partcommon control with, upon surrender of this Warrantsuch Purchaser (any such person, together with a properly executed warrant power an "Affiliate"), neither the Shares nor the Warrants will be transferable in the form absence of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares a registration under the Securities Act and that or an exemption therefrom or in the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or absence of compliance with any term of this Agreement; (b) Holder shall have delivered the Company may provide stop transfer instructions to its transfer agent with respect to the Company a written opinion of counsel, Shares and the Warrants in form, substance order to enforce the restrictions contained in this Section 5.3 and scope reasonably acceptable to the Company, to the effect confirm that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. Purchaser has complied with its obligations contained in Section 10.2 hereof; and (c) Unless upon their issuance each certificate representing Shares shall be in the name of such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant Purchaser and shall bear a legend substantially in the following form: legends (in addition to any legends required under applicable securities laws): "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT ONLY BE OFFERED FOR SALESOLD, SOLDPLEDGED, TRANSFERRED OR ASSIGNED UNLESS (A) OTHERWISE DISPOSED OF BY PURCHASER IF SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO LAWS, UNLESS THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT DETERMINES THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONREGISTRATION REQUIREMENT IS AVAILABLE." The legend contained in this Section 5.3 shall be removed from a stock certificate immediately upon receipt by the Company's transfer agent of a certificate substantially in the form of Appendix I attached hereto. Notwithstanding the foregoing, such Shares must be held in certificated form until such Shares have been sold in accordance with the provisions of Appendix I attached hereto.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit EXHIBIT B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “"restricted securities” " under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “"COMPANY”") REPRESENTED BY THIS CERTIFICATE (THE “"SHARES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, Tenant will not assign or encumber this Lease in whole or in part, upon surrender nor sublet all or any part of the Premises, without the prior written consent of Landlord, which consent Landlord will not unreasonably withhold, except as provided in this Section 14. The consent by Landlord to any assignment, encumbrance or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease is assigned by Tenant, or if the Premises or any part thereof are sublet or occupied by any person or entity other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver on the part of Landlord, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained unless expressly made in writing by Landlord. Irrespective of any assignment or sublease, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this WarrantLease. Without limiting in any way Landlord's right to withhold its consent on any reasonable grounds, together it is agreed that Landlord will not be acting unreasonably in refusing to consent to an assignment or sublease if, in Landlord's opinion, (i) the net worth or financial capabilities of such assignee or subtenant is less than that of Tenant at the date hereof, (ii) the proposed assignee does not have the financial capability to fulfill the obligations imposed by the assignment, (iii) the proposed assignment or sublease involves a change of use of the Premises from that specified herein, or (iv) the proposed assignee is not, in Landlord's reasonable opinion, of reputable or good character or consistent with a properly executed warrant power in Landlord's desired tenant mix for the form of Exhibit B attached hereto; provided, however, that any transfer Project. Any proposed assignee or assignment subtenant which Landlord does not disapprove shall be subject deemed a "Permitted Business". If Tenant assigns this Lease or sublets the Premises to a third party who is not in any way affiliated or connected with Tenant by way of a merger, reorganization, consolidation or otherwise, any rent, additional rent or other compensation paid to Tenant in addition to the approval of the Company, such approval not rent payable to be unreasonably withheld and the conditions Landlord as set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except this Lease shall be paid by Tenant to Landlord as additional rent as set forth in Section 8 below14.4. If Tenant is a corporation, or is an unincorporated association or partnership, the Company is under no obligation to register this Warrant transfer, assignment or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company hypothecation of any stock or interest in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for salesuch corporation, sold, assigned association or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially partnership in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORPaggregate in excess of forty-nine percent (49%) shall be deemed an assignment within the meaning and provisions of this Section 14. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION1.

Restriction on Transfer. In addition to the restrictions on transfer set forth in the Shareholders Agreement, no holder shall transfer any of the Capital Shares until it has first given written notice to the Company describing briefly the manner of any such proposed transfer and until (ai) This Warrant the Company has received from the holder's counsel an opinion (reasonably satisfactory in form and substance to the Company's counsel) that such transfer can be made without compliance with the registration provisions of the Securities Act or any state Securities Act and without the necessity of perfection of an exemption pursuant to Regulation A adopted pursuant to said Securities Act, or (ii) such transfer complies with Rule 144 (or comparable successor provisions) promulgated under the said Securities Act and applicable state securities act requirements, or (iii) a registration statement filed by the Company is declared effective by the SEC and governing state Securities Act authorities or steps necessary to perfect exemptions from such registration are completed. Notwithstanding anything to the contrary herein, in the event that there is an Underwritten Public Offering of securities of the Company pursuant to a registration covering Registrable Securities and a Shareholder of Registrable Securities does not elect to sell his Registrable Securities to the underwriters of the Company's securities in connection with such offering, such Shareholder shall refrain from selling such Registrable Securities during the period of distribution of the Company's securities by such underwriters and the rights granted to Holder are transferable, period in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power which the underwriting syndicate participates in the form of Exhibit B attached heretoafter market; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counselShareholder shall, in formany event, substance and scope reasonably acceptable be entitled to sell its Registrable Securities commencing on the Company, to ninetieth (90th) day after the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from effective date of such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. The Purchaser understands that: (a) This Warrant and the rights granted other than to Holder are transferablea person directly or indirectly controlling, in whole controlled by, or in partcommon control with, upon surrender of this Warrantthe Purchaser (any such person, together with a properly executed warrant power an "Affiliate"), neither the Shares nor the Warrants will be transferable in the form absence of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares a registration under the Securities Act and that or an exemption therefrom or in the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or absence of compliance with any term of this Agreement; (b) Holder shall have delivered the Company may provide stop transfer instructions to its transfer agent with respect to the Company a written opinion of counsel, Shares and the Warrants in form, substance order to enforce the restrictions contained in this Section 6.4 and scope reasonably acceptable to the Company, to the effect confirm that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. Purchaser has complied with its obligations contained in Section 12.2 hereof; and (c) Unless upon their issuance such Warrant each certificate representing Shares are then registered under shall be in the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant name of the Purchaser and shall bear a legend substantially in the following form: legends (in addition to any legends required under applicable securities laws): "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT ONLY BE OFFERED FOR SALESOLD, SOLDPLEDGED, TRANSFERRED OR ASSIGNED UNLESS (A) OTHERWISE DISPOSED OF BY THE HOLDER THEREOF IF SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO LAWS, UNLESS THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT DETERMINES THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONREGISTRATION REQUIREMENT ARE AVAILABLE. The legend contained in this Section 6.4 may be removed from a stock certificate immediately upon receipt by the Company's transfer agent of a certificate substantially in the form of APPENDIX I attached hereto. Notwithstanding the foregoing, such Shares must be held in certificated form until such Shares have been sold in accordance with the provisions of APPENDIX I attached hereto.

Restriction on Transfer. (a) This The Holder, by its acceptance hereof, represents, warrants, covenants and agrees that: (i) the Holder has knowledge of the business and affairs of the Company; (ii) this Warrant and the rights granted to Holder are transferable, in whole or in part, Shares issuable upon surrender the exercise of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from for investment and not with a view to the Company in a transaction not involving a public offering. Holder also represents distribution hereof and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to absent an effective registration statement under the Securities Act and applicable state securities laws of 1933, as amended (the "Securities Act"), covering the disposition of this Warrant or (b) Holder shall have delivered to the Shares issued or issuable upon exercise of this Warrant, they will not be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Company a written with an opinion of counselcounsel which may be counsel for the Company) or other evidence, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for such sale, soldtransfer, assigned assignment, hypothecation or transferred are being offered for sale, sold, assigned other disposal will be exempt from the registration and prospectus delivery requirements of the Securities Act and the registration or transferred pursuant qualification requirements of any applicable state or foreign securities laws; and (iii) the Holder consents to the making of a notation in the Company's records or giving to any transfer agent of the Warrant or the Shares an exemption from order to implement such registrationrestrictions on transferability described in subparagraph (ii) above. (civ) Unless This Warrant (and any successor or replacement warrant) shall bear the certificate shown on the front page hereof and the Shares issuable upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with exercise of this Warrant shall bear the following legend or a legend substantially in of similar import, provided, however, that such legend shall be removed, or not placed upon the following formWarrant or the certificate or other instrument representing the Shares, as the case may be, if such legend is no longer necessary to assure compliance with the Securities Act: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 OR WITH ANY STATE SECURITIES ACT”)COMMISSION, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED AND RULES, OR, UNLESS, IMMEDIATELY PRIOR TO THE COMPANY A WRITTEN OPINION TIME SET FOR TRANSFER, SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF COUNSEL, IN FORM, SUBSTANCE THE SECURITIES ACT OF 1933 AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONOTHER APPLICABLE STATE LAWS AND RULES.

Restriction on Transfer. (a) This Warrant and The Restricted Shares shall not be transferable except upon the rights granted conditions specified in this Section, which conditions are intended to Holder are transferable, in whole or in part, upon surrender of this Warrant, together insure compliance with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval provisions of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowSecurities Act. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, Each certificate representing Restricted Shares shall (unless otherwise permitted by the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion provisions of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. paragraph (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance and (d) below) be stamped or otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED OTHERWISE DISPOSED OF UNLESS (A) SUBSEQUENTLY AND UNTIL SUCH SHARES ARE REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR IS NOT REQUIRED AND (B2) THE HOLDER HEREOF SHALL HAVE DELIVERED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE IS FURNISHED TO THE COMPANY, COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED." [APPLIES ONLY TO SHARES HELD BY GO2NET GROUP INVESTORS - THESE SHARES ARE SUBJECT TO TRANSFER RESTRICTIONS SET FORTH IN THE GO2NET AGREEMENT, AND HOLDERS OF THE SHARES ARE SUBJECT TO BE OFFERED FOR SALESTANDSTILL PROVISIONS SET FORTH IN THE GO2NET AGREEMENT.] The foregoing legend shall be removed from the certificates representing any Restricted Shares at the request of the holder thereof at such time as they become registered and sold under the Securities Act or eligible for resale pursuant to Rule 144 under the Securities Act. (c) The holder of any Restricted Shares agrees, SOLDprior to any Transfer of any Restricted Shares, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALEto give written notice to the Company of such holder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section. Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, SOLDthe holder delivering such notice shall deliver a written opinion, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONaddressed to the Company, of counsel for the holder of Restricted Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such Restricted Shares under the Securities Act or the securities or "blue sky" laws of any state of the United States. Such holder of Restricted Shares shall be entitled to Transfer such Restricted Shares in accordance with the terms of the notice delivered to the Company, unless the Company reasonably objects to such Transfer. Each certificate or other instrument evidencing the securities issued upon the Transfer of any Restricted Shares (and each certificate or other instrument evidencing any untransferred balance of such Restricted Shares) shall bear the legend set forth in paragraph (b) above unless the Company shall reasonably determine that (i) registration of any future transfer is not required by the applicable provisions of the Securities Act and the restrictions referred to in such legend do not apply to the transferee of such Restricted Securities; or (ii) the Company shall have waived the requirement of such legends. (d) Notwithstanding the foregoing provisions of this Section, the restrictions imposed by this Section upon the transferability of any Restricted Shares shall cease and terminate when (i) any such Restricted Shares are sold or otherwise disposed of (A) pursuant to an effective registration statement under the Securities Act or (B) in a transaction contemplated by paragraph (c) above which does not require that the Restricted Shares so transferred bear the legend set forth in paragraph (b) hereof; or (ii) the Company shall be reasonably satisfied that the requirements for transfer of such Restricted Shares under Rule 144 under the Securities Act have been satisfied (subject to the delivery of opinions as set forth above). Whenever the restrictions imposed by this Section shall terminate, the holder of any Restricted Shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in paragraph (b) above and not containing any other reference to the restrictions imposed by this Section.

Restriction on Transfer. Except as otherwise expressly provided in this Section 14, Tenant shall not, without the prior written consent of Landlord, which consent Landlord will not unreasonably withhold, assign this Lease or any interest herein or sublet the Premises or any part thereof, or permit the use or occupancy of the Premises by any party other than Tenant (aany such assignment, encumbrance, sublease, license or the like shall sometimes be referred to as a "TRANSFER"). In no event may Tenant encumber this Lease. Any Transfer without Landlord's consent (except for a Permitted Transfer pursuant to Section 14.2 below) This Warrant shall constitute a default by Tenant under this Lease, and the rights granted in addition to Holder are transferableall of Landlord's other remedies at law, in whole equity or under this Lease, such Transfer shall be voidable at Landlord's election. In addition, this Lease shall not, nor shall any Interest of Tenant herein, be assignable by operation of law without the written consent of Landlord. For purposes of this Section 14, other than with respect to a Permitted Transfer under Section 14.2 and transfers of stock of Tenant if Tenant is a publicly-held corporation (or will be in the case of an initial public offering) and such stock is transferred publicly over a recognized security exchange or over-the-counter market, if Tenant is a corporation, partnership or other entity, any transfer, assignment, encumbrance or hypothecation of forty percent (40%) or more (individually or in partthe aggregate) of any stock or other ownership interest in such entity, upon surrender and/or any transfer, assignment, hypothecation or encumbrance of any controlling ownership or voting interest in such entity, shall be deemed an assignment of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment Lease and shall be subject to the approval all of the Companyrestrictions and provisions contained in this Section 14. The reincorporation of Tenant in another state in the United States will not constitute an assignment provided (i) the newly incorporated entity assumes, as a matter of law, the obligations of Tenant hereunder; (ii) the newly incorporated entity has a net worth that is not less than the net worth of Tenant immediately prior to such approval not to be unreasonably withheld reincorporation and (iii) Tenant gives Landlord written notice of such reincorporation and evidence that the conditions set forth in Section 7(bclauses (i) belowand (ii) have been satisfied within ten (10) days following such reincorporation. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant Preferred Shares held by an Investor and/or any Reserved Shares issued upon conversion of Preferred Shares held by an Investor shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer") except upon the conditions specified in this Section 8, which conditions are intended to ensure compliance with the provisions of the Securities Act. (b) Each certificate for shares of the capital stock of the Corporation held by an Investor and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the rights granted provisions of Sections 8(c) and 8(d)) be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 8 OF A STOCK PURCHASE AGREEMENT AMONG TELLIUM, INC. AND THE OTHER PARTIES THERETO, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN SUCH CONDITIONS, THE SECRETARY OF TELLIUM, INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF TELLIUM, INC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, VOTING PROVISIONS, AND OTHER PROVISIONS SET FORTH IN AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, AS AMENDED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY UPON REQUEST" (c) Each Investor agrees, prior to Holder are transferableany Transfer of such shares, to give written notice to the Corporation of such Investor's intention to effect such Transfer and to comply in whole or in part, upon surrender all other respects with the provisions of this WarrantSection 8. Each such notice shall describe the manner and circumstances of the proposed Transfer and shall be accompanied by the written opinion, together with a properly executed warrant power addressed to the Corporation, of counsel for the holder of such shares, stating that in the form opinion of Exhibit B attached heretosuch counsel (which opinion and counsel shall be reasonably satisfactory to the Corporation) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act or the securities "blue sky" laws of any relevant state of the United States; provided, however, that no such opinion of counsel shall be -------- ------- necessary for a Transfer by an Investor to an Affiliate or by an Investor that is a partnership to a liquidating trust for the benefit of its partners or to a partner of such Investor, or a retired partner of such Investor who retires after the date hereof, or the estate of any transfer such partner or assignment shall retired partner if the transferee agrees in writing to be subject to the approval terms of this Section 8 to the same extent as if such transferee were originally a signatory to this Agreement. Such Investor shall thereupon be entitled to Transfer such shares in accordance with the terms of the Company, notice delivered by it to the Corporation. Each certificate or other instrument evidencing the securities issued upon the Transfer of any such approval not to be unreasonably withheld shares (and each certificate or other instrument evidencing any untransferred balance of such shares) shall bear the conditions legend set forth in Section 7(b8(b) belowunless (x) in such opinion of counsel registration of any future Transfer is not required by the applicable provisions of the Securities Act or (y) the Corporation shall have waived the requirement of such legends; provided, however, that such legend -------- ------- shall not be required on any certificate or other instrument evidencing the securities issued upon such Transfer in the event such Transfer shall be made in compliance with the requirements of Rule 144 and the transferee is not an affiliate of the Corporation. No Investor shall Transfer any shares until such opinion of counsel has been given (unless waived by the Corporation or unless such opinion is not required in accordance with the provisions of this Section 8(c)). (bd) Holder represents and warrants that it understands thatNotwithstanding the foregoing provisions of this Section 8, except as set forth in the restrictions imposed by this Section 8 below, upon the Company is under no obligation to register this Warrant transferability of any shares of the capital stock of the Corporation held by an Investor shall cease and terminate when (i) any such shares are sold or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered otherwise disposed of pursuant to an effective registration statement under the Securities Act and applicable state or as otherwise contemplated by Section 8(c) and, pursuant to Section 8(c), the securities laws so transferred are not required to bear the legend set forth in Section 8(b) or (bii) Holder the holder of such shares has met the requirements for Transfer of such shares pursuant to paragraph (k) of Rule 144. Whenever the restrictions imposed by this Section 8 shall terminate, as herein provided, each Investor holding shares as to which such restrictions have delivered terminated shall be entitled to receive from the Corporation, without expense, a new certificate not bearing the restrictive legend set forth in Section 8(b) and not containing any other reference to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationrestrictions imposed by this Section 8. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant and the rights granted to 7.1 Each Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, acknowledges that any transfer or assignment shall be subject to the approval of the Company, such approval its Common Stock has not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares been registered under the Securities Act and that the Warrant and Warrant Shares will as such its Common Stock may not be characterized as “restricted securities” transferred except pursuant to an effective Registration Statement under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Each Holder agrees that it will not make any Disposition at any time if such registration. action would or would be likely to (a) constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Common Stock under any such laws or a breach of any undertaking or agreement of such Holder entered into pursuant to such laws or in connection with obtaining an exemption thereunder, (b) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940 or (c) Unless upon their issuance such Warrant Shares are then registered be a non-exempt “prohibited transaction” under ERISA or Section 4975 of the Securities Act pursuant Code or cause all or any portion of the assets of the Company to an effective registration statementconstitute “plan assets” for purposes of fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code. 7.2 To the extent certificated, any certificates each certificate representing Warrant Shares Common Stock (if any) or other instrument (including a statement issued by the registrar in accordance connection with this Warrant a book-entry system) representing Common Stock shall bear (unless otherwise permitted by the provisions of Section 7.4 below) be stamped or otherwise imprinted with a legend in substantially in the following form: “THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALEREOFFERED, SOLD, TRANSFERRED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR (B) OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE ACT IS SUBJECT TO THE COMPANY, ’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT ALSO SUBJECT TO AN EXEMPTION AMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT, DATED AS OF JANUARY [●], 2018, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN, AS THE SAME MAY BE AMENDED, RESTATED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME. THE TERMS OF SUCH REGISTRATIONAMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER AND OWNERSHIP OF THE SECURITIES REPRESENTED HEREBY. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” 7.3 Each Holder by acceptance thereof agrees, prior to any Disposition, to give written notice to the Company of such Holder’s intention to effect such Disposition and to comply in all other respects with the terms and conditions of this Agreement. Each such notice shall describe the manner and circumstances of the proposed Disposition. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for such Holder, stating that in the opinion of such counsel (which opinion and counsel shall be satisfactory to the Company) such proposed Disposition of shares by such Holder does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the Company only and to the extent that the Board consents in writing in advance of such transfer, except as permitted pursuant to Section 5.1. Each certificate or other instrument evidencing the securities issued upon the transfer of any Common Stock shall bear the legend set forth in Section 7.2 above unless (a) in such opinion of counsel to the Holder of such shares (which opinion and counsel shall be acceptable to the Company) registration of any future transfer is not required by the applicable provisions of the Securities Act or (b) the Company shall have waived the requirement of such legends. 7.4 Notwithstanding the foregoing provisions of this Section 7, the restrictions imposed by this Section upon the transfer and ownership of any Common Stock shall cease and terminate when (a) any such shares are sold or otherwise disposed of (i) pursuant to an effective Registration Statement under the Securities Act or (ii) in a transaction contemplated by Section 7.3 above which does not require that the shares so transferred bear the legend set forth in Section 7.2 hereof or (b) the holder of such shares has met the requirements for transfer of such shares under Rule 144 under the Securities Act (subject to the delivery of opinions as set forth above).

Restriction on Transfer. (a) This Warrant and The Restricted Shares shall not be transferable except upon the rights granted conditions specified in this Section, which conditions are intended to Holder are transferable, in whole or in part, upon surrender of this Warrant, together insure compliance with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval provisions of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowSecurities Act. (b) Holder represents Each certificate representing Restricted Shares shall (unless otherwise permitted by the provisions of paragraph (c) and warrants that it understands that(d) below) be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, except as set forth THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SET FORTH WITHIN A STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 25, 1997 AMONG YOUNG AMERICA -13- 15 CORPORATION, AND THE OTHER PARTIES NAMED THEREIN AND A REGISTRATION RIGHTS AGREEMENT DATED NOVEMBER 25, 1997, AMONG YOUNG AMERICA CORPORATION, AND THE OTHER PARTIES NAMED THEREIN, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF YOUNG AMERICA CORPORATION." (c) The holder of any Restricted Shares by acceptance thereof agrees, prior to any Transfer of any Restricted Shares, to give written notice to the Company of such holder's intention to effect such Transfer and to comply in Section 8 belowall other respects with the provisions of this Section. Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, the Company is under no obligation holder delivering such notice shall deliver a written opinion, addressed to register this Warrant the Company, of counsel for the holder of Restricted Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or the Warrant qualification of such Restricted Shares under the Securities Act Act. Such holder of Restricted Shares shall be entitled to Transfer such Restricted Shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer and that request such opinion within fifteen days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within fifteen days after delivery of such opinion. Each certificate or other instrument evidencing the Warrant securities issued upon the Transfer of any Restricted Shares (and Warrant each certificate or other instrument evidencing any untransferred balance of such Registered Shares) shall bear the legend set forth in paragraph (b) above unless (i) in such opinion of counsel to the holder of Restricted Shares will (which opinion and counsel shall be characterized as “restricted securities” under reasonably acceptable to the Company) registration of any future Transfer is not required by the applicable provisions of the Securities Act because they are being acquired from or (ii) the Company in a transaction not involving a public offering. Holder also represents shall have waived the requirement of such legends. (d) Notwithstanding the foregoing provisions of this Section, the restrictions imposed by this Section upon the transferability of any Restricted Shares shall cease and warrants that it understands that neither the Warrant nor the Warrant terminate when (i) any such Restricted Shares may be offered for sale, sold, assigned are sold or transferred unless otherwise disposed of (aA) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (B) in a transaction contemplated by paragraph (c) above which does not require that the Restricted Shares so transferred bear the legend set forth in paragraph (b) Holder shall have delivered to hereof, or (ii) the Company a written opinion holder of counsel, in form, substance and scope reasonably acceptable to such Restricted Shares has met the Company, to the effect that the securities to be offered requirements for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from Transfer of such registration. (cRestricted Shares under Rule 144(k) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant (subject to an effective registration statementthe deliver of opinions as set forth above). Whenever the restrictions imposed by this Section shall terminate, the holder of any certificates representing Warrant Restricted Shares issued as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in accordance with paragraph (b) above and not containing any other reference to the restrictions imposed by this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONSection.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that Each certificate representing any transfer or assignment Registrable Security shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance imprinted with this Warrant shall bear a legend substantially in the following formform and a similar legend with respect to applicable state securities law, if required: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT RELATING TO THE “SHARES”) HAVE NOT BEEN REGISTERED SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (ii) RULE 144 UNDER SUCH ACT, OR (iii) AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR IS AVAILABLE. Prior to any proposed transfer of any of such Registrable Securities (Bother than under circumstances described in Sections 3 or 4 hereof), and so long as such securities bear the restrictive legend required under this paragraph (b), the holder thereof shall deliver to the Company (except in transactions demonstrated to the Company's reasonable satisfaction to be in compliance with Rule 144 or other available exemption under the Securities Act, or any substantially similar successor rule of the SEC either (i) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSELa written opinion of legal counsel reasonably satisfactory to the Company to the effect that the proposed transfer of such securities may be effected without registration or qualification under the Securities Act and any applicable state securities laws, IN FORMor (ii) a "no action" letter from the SEC (and any necessary state securities administrators) to the effect that the proposed transfer of such securities without registration will not result in a recommendation by the staff of the SEC (or such administrators) that action be taken with respect thereto, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONwhereupon the holder of such securities shall be entitled to transfer such securities in accordance with the terms of such opinion or "no action" letter. The Company shall remove the legend or legends from a certificate if it receives a written opinion of legal counsel reasonably satisfactory to the Company to the effect that such legend or legends are not required in order to establish compliance with any provision of the Securities Act or applicable state securities law.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, Tenant shall not assign or encumber this Lease in whole or in part, upon surrender nor sublet all or any part of the Premises, without the prior written consent of Landlord, which consent will not be unreasonably withheld or conditioned. The consent by Landlord to any assignment, encumbrance or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment, encumbrance or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. Without limiting in any way Landlord's right to withhold its consent on any reasonable grounds, it is agreed that Landlord will not be acting unreasonably in refusing to consent to an assignment or sublease if, in Landlord's opinion, (a) the proposed assignment or sublease involves a change of use of the Premises from that specified herein, (b) the proposed assignee or subtenant is not, in Landlord's reasonable opinion, of reputable or good character or does not have a financial strength equal to a tenant to whom Landlord would lease space in the Project, (c) a Mortgagee (as defined in Section 18.1 below) or Ground Lessor (as defined in Section 18.1 below) does not approve such assignment or sublease after being requested to approve the same, (d) there shall have been any advertisement relating to the proposed assignment or subletting which mentions or refers to a rental rate unless such advertisement has been approved in writing in advance by Landlord, or (e) in the case of a subletting, the subletting shall not be expressly subject to all of the provisions of this WarrantLease and the obligations of Tenant hereunder (other than Tenant's obligation to pay Rent and any other obligations under this Lease that are in no way applicable to the proposed subleased premises) and shall not further provide that if Landlord shall recover or come into possession of the Premises before the expiration of this Lease, together Landlord shall have the right to take over the sublease and to have it become a direct lease with a properly executed warrant power Landlord, in which case Landlord shall succeed to all of the form rights of Exhibit B attached hereto; providedTenant, howeveras sublessor, thereunder and that in such case subtenant shall be bound to Landlord for the balance of the term of the Sublease and shall attom to and recognize Landlord as its landlord under the sublease under all of the then executory terms of the sublease, except that Landlord will not (i) be liable for any transfer previous acts or assignment shall omissions of Tenant, as sublessor, (ii) be subject to the approval any claims of the Company, such approval subtenant not to be unreasonably withheld and the conditions expressly set forth in Section 7(bthe sublease, (iii) below. be bound by any modification of the sublease for which Landlord shall have not expressly consented, or (biv) Holder represents be obligated to perform any repairs or other work beyond Landlord's obligations under this Lease. Tenant acknowledges and warrants agrees (again without in any way limiting Landlord's right to withhold its consent on reasonable grounds) that it understands that, except as set forth Landlord may also withhold its consent to a Transfer based on any one or more of the following: (1) Tenant's failure to satisfy its obligations in Section 8 14.2; (2) at the time thereof an Event of Default (as defined in Section 22.1 below, ) has occurred and is continuing or an event has occurred and is continuing which with the Company is under no obligation to register this Warrant giving of notice or the Warrant Shares under passage of time, or both, would constitute an Event of Default; (3) the Securities Act and that portion(s) of the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered Premises subject to the Company a written opinion of counselproposed Transfer will, in formLandlord's sole discretion reasonably exercised, substance and scope reasonably acceptable to cause the Company, to the effect that the securities Premises to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.excessively and/or unacceptably "chopped-up";

Restriction on Transfer. (a) This Warrant The shares of Parent Preferred Stock to be issued to each Stockholder at the Effective Time pursuant to the Merger and any shares of capital stock or other securities received with respect thereto (collectively, the "Restricted Securities") shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer") except upon the conditions specified in this Section 7.1, which conditions are intended to insure compliance with the provisions of the Securities Act. Each Stockholder shall observe and comply with the Securities Act and the rights granted rules and regulations promulgated by the SEC thereunder as now in effect or hereafter enacted or promulgated, and as from time to Holder are transferabletime amended, in whole or in part, upon surrender connection with any Transfer of this Warrant, together with a properly executed warrant power in Restricted Securities beneficially owned by the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowStockholder. (b) Holder represents Each certificate representing Restricted Securities issued to a Stockholder andeach certificate for such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions of Sections 7.1(c) and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant 7.1(d) hereof) be stamped or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY APPLICABLE STATE SECURITIES ACT”), AND OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO AN THE CONDITIONS SPECIFIED IN SECTIONS 5.1 AND 7.2 OF THE AGREEMENT AND PLAN OF REORGANIZATION AMONG GHS, INC., CONCEPT ACQUISITION CORPORATION AND CONCEPT DEVELOPMENT, INC. AND THE OTHER SIGNATORIES THERETO AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE REGISTRATION STATEMENT UNDER UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, GHS HAS AGREED TO DELIVER TO THE HOLDER HEREOF SHALL HAVE DELIVERED A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY A WRITTEN OPINION SECRETARY OF COUNSELGHS, IN FORMINC." (c) Each Stockholder agrees, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANYprior to any Transfer of Restricted Securities, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONto give written notice to Parent of such Stockholder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 7.

Restriction on Transfer. During the term the Pooled Shares are held in pool as set forth in Part 2, and unless it is expressly permitted in this Agreement, each Subject Shareholder will not sell, deal in, assign, transfer in any manner whatsoever or agree to sell, deal in, assign or transfer in any manner whatsoever any of the Pooled Shares, or beneficial ownership of or any interest in them, and the Pooling Agent shall not accept or acknowledge any transfer, assignment, declaration of trust or any other document evidencing a change of legal or beneficial ownership of or interest therein, except as may be required by reason of the death or bankruptcy of a Subject Shareholder, in which case the Pooling Agent shall hold the said certificates for the Pooled Shares subject to this Agreement, for whatsoever person or persons, firm or corporation as may thus become legally entitled thereto. Notwithstanding the foregoing, a Subject Shareholder may transfer Pooled Shares to a third party provided that: (a) This Warrant such transfer is approved by the board of directors of the Issuer; and (b) the transferor: (i) gives notice to the Pooling Agent in writing specifying the information required by the Pooling Agent to update its register of holders of Pooled Shares upon completion of the transfer; (ii) provides the Pooling Agent with a stock power of attorney respecting the transfer of the Pooled Shares completed and executed by the rights granted transferor in accordance with the requirements of the Issuer or the Issuer’s transfer agent, as applicable; (iii) provides the Pooling Agent with an acknowledgement and agreement to Holder are transferable, in whole or in part, upon surrender be bound by the terms of this Warrant, together with a properly executed warrant power Agreement in the form attached hereto as Schedule B duly executed by the transferee; and (iv) provides written CSE or other Exchange approval, as applicable, if any of Exhibit B attached hereto; providedthe Pooled Shares to be transferred are subject to escrow under the Escrow Agreement. Upon receipt of a certified copy of the board resolutions, howeveran Officer’s Certificate confirming that the transfer is permitted and would not violate the terms of any escrow conditions imposed by CSE or other Exchange and the above documentation described in paragraph (b) and completion of the requested transfer by the Issuer or the Issuer’s transfer agent, that any transfer or assignment shall as applicable, the transferee receiving Pooled Shares pursuant to this section will be treated as a Subject Shareholder for the purposes of this Agreement and will be subject to the approval of conditions contemplated herein with respect to such Pooled Shares. The Subject Shareholders acknowledge that the Company, such approval not Pooled Shares which are subject to this Agreement may also be unreasonably withheld and subject to escrow conditions imposed by the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant CSE or the Warrant Shares under the Securities Act other Exchange and that the Warrant and Warrant such escrow may prohibit transfers of Pooled Shares to third parties as contemplated by this section. No transfer of Pooled Shares will be characterized permitted under this section where such transfer would not be permitted by the CSE or other Exchange as “restricted securities” under a result of escrow conditions imposed by the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for saleCSE or other Exchange, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationas applicable. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant The Restricted Shares, the Restricted Founder Shares and Registrable Bear Xxxxxxx Shares shall not be transferable except upon the rights granted conditions specified in this Section, which conditions are intended to Holder are transferableinsure compliance with the provisions of the Securities Act. (b) Each certificate representing Restricted Shares, Restricted Founder Shares or Registrable Bear Xxxxxxx Shares (as the case may be) shall (unless otherwise permitted by the provisions of paragraph (c) and (d) below) be stamped or otherwise imprinted with a legend in whole substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 13 OF THE FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF ___________, 1998, AMONG i VILLAGE INC., AND THE OTHER PARTIES THERETO, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, i VILLAGE INC., HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF SUCH HOLDER. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF i VILLAGE INC." (c) The holder of any Restricted Shares, Restricted Founder Shares or Registrable Bear Xxxxxxx Shares by acceptance thereof agrees, prior to any Transfer of any Restricted Shares or Restricted Founder Shares (as the case may be), to give written notice to the Company of such holder's intention to effect such Transfer and to comply in part, upon surrender all other respects with the provisions of this WarrantSection. Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, together with the holder delivering such notice shall deliver a properly executed warrant power written opinion, addressed to the Company, of counsel for the holder of Restricted Shares, Restricted Founder Shares or Registrable Bear Xxxxxxx Shares (as the case may be), stating that in the form opinion of Exhibit B attached hereto; such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such Restricted Shares, Restricted Founder Shares or Registrable Bear Xxxxxxx Shares (as the case may be) under the Securities Act or the securities or "blue sky" laws of any state of the United States provided, however, that no such opinion of counsel shall be necessary for a Transfer by an Investor which is a partnership to a partner of such Investor, or a retired partner of such holder who retires after the date hereof, or the estate of any transfer such partner or assignment shall retired partner, or in the case of Rho Management Trust I, to the beneficial owners of such trust, if in each case the transferee agrees in writing to be subject to the approval terms of this Section 13 to the same extent as if such transferee were originally a signatory to this Agreement. Such holder of Restricted Shares, Restricted Founder Shares or Registrable Bear Xxxxxxx Shares (as the case may be) shall be entitled to Transfer such Restricted Shares, Restricted Founder Shares or Registrable Bear Xxxxxxx Shares (as the case may be) in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such approval Transfer and request such opinion within three business days after delivery of such notice, or, if it requests such opinion, does not reasonably object to be unreasonably withheld such Transfer within five days after delivery of such opinion. Each certificate or other instrument evidencing the securities issued upon the Transfer of any Restricted Shares, Restricted Founder Shares or Registrable Bear Xxxxxxx Shares (as the case may be) (and each certificate or other instrument evidencing any untransferred balance of such Registered Shares, Restricted Founder Shares or Registrable Bear Xxxxxxx Shares) shall bear the conditions legend set forth in Section 7(bparagraph (b) belowabove unless (i) in such opinion of counsel registration of any future Transfer is not required by the applicable provisions of the Securities Act or (ii) the Company shall have waived the requirement of such legends. (bd) Holder represents and warrants that it understands that, except as set forth in Section 8 belowNotwithstanding the foregoing provisions of this Section, the Company is under no obligation to register restrictions imposed by this Warrant Section upon the transferability of any Restricted Shares, Founder Shares or Registrable Bear Xxxxxxx Shares shall cease and terminate when (i) any such Restricted Shares, Restricted Founder Shares or Registrable Bear Xxxxxxx Shares (as the Warrant Shares under case may be) (as the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they case may be) are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned sold or transferred unless otherwise disposed of (aA) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (B) in a transaction contemplated by paragraph (c) above which does not require that the Restricted Shares, Restricted Founder Shares or Registrable Bear Xxxxxxx Shares (as the case may be) so transferred bear the legend set forth in paragraph (b) Holder hereof, or (ii) the holder of such Restricted Shares, Restricted Founder Shares or Registrable Bear Xxxxxxx Shares has met the requirements for Transfer of such Restricted Shares, Restricted Founder Shares or Registrable Bear Xxxxxxx Shares (as the case may be) under Rule 144(k) under the Securities Act. Whenever the restrictions imposed by this Section shall terminate, the holder of any Restricted Shares, Restricted Founder Shares or Registrable Bear Xxxxxxx Shares (as the case may be) as to which such restrictions have delivered terminated shall be entitled to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in paragraph (b) above and not containing any other reference to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationrestrictions imposed by this Section. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant The Holder, by its acceptance hereof, represents, warrants, covenants and agrees that (i) the rights granted to Holder are transferable, in whole or in part, upon surrender has knowledge of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval business and affairs of the Company, such approval not to be unreasonably withheld and (ii) this Option and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands thatShares issuable upon the exercise of this Option, except as set forth in Section 8 belowor any portion hereof, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from for investment and not with a view to the Company in a transaction not involving a public offering. Holder also represents distribution hereof, and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to absent an effective registration statement under the Securities Act and applicable state securities laws of 1933 ("Act"), covering the disposition of this Option, or (b) Holder shall have delivered to any portion hereof, or the Shares issued or issuable upon exercise of this Option, or any portion hereof. they will nor he sold. transferred. assigned. hypothecated or otherwise disposed of without first providing the Company a written with an opinion of counselcounsel (which may be counsel for the Company) or other evidence, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for such sale, soldtransfer, assigned assignment, hypothecation or transferred are being offered for saleother disposal will be exempt from the registration and prospectus delivery requirements of the Act. The Holder consents to the making of a notation in the Company's records or giving to any transfer agent of the Option or the Shares an order to implement such restriction on transferability. This Option and the Shares issuable upon the exercise of this Option, soldor any portion hereof, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear the following legend or a legend substantially in of similar import, provided, however, that such legend shall be removed, or not placed upon the following formOption or the certificate or other instrument representing the Shares, as the case may be, if such legend is no longer necessary to assure compliance with the Act: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER SECTION 4(2) OF THE ACT. THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONTHEREFROM.

Restriction on Transfer. (a) This Warrant and The Restricted Shares shall not be transferable except upon the rights granted conditions specified in this Section, which conditions are intended to Holder are transferable, in whole or in part, upon surrender of this Warrant, together insure compliance with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval provisions of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowSecurities Act. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, Each certificate representing Restricted Shares shall (unless otherwise permitted by the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion provisions of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. paragraph (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance and (d) below) be stamped or otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “. THESE SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALESOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. ADDITIONALLY, SOLDTHE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 13 OF THE REGISTRATION RIGHTS AGREEMENT DATED MAY 8, TRANSFERRED 1997 AMONG MAGNAVISION CORPORATION AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, MAGNAVISION CORPORATION HAS AGREED TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) DELIVER TO THE HOLDER HEREOF SHALL HAVE DELIVERED A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF SUCH HOLDER. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY A WRITTEN OPINION SECRETARY OF COUNSELMAGNAVISION CORPORATION." (c) The holder of any Restricted Shares by acceptance thereof agrees, IN FORMprior to any Transfer of any Restricted Shares, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANYto give written notice to the Company of such holder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section. Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALEthe holder delivering such notice shall deliver a written opinion, SOLDaddressed to the Company, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALEof counsel for the holder of Restricted Shares, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.stating that in the opinion of such counsel (which opinion and counsel shall be reasonable satisfactory to the

Restriction on Transfer. (a) This Warrant The Holder, by its acceptance hereof, represents, warrants, covenants and agrees that (i) the rights granted to Holder are transferable, in whole or in part, upon surrender has knowledge of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval business and affairs of the Company, such approval not to be unreasonably withheld and (ii) this Option and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands thatShares issuable upon the exercise of this Option, except as set forth in Section 8 belowor any portion hereof, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from for investment and not with a view to the Company in a transaction not involving a public offering. Holder also represents distribution hereof, and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to absent an effective registration statement under the Securities Act and applicable state securities laws of 1933 ("Act"), covering the disposition of this Option, or (b) Holder shall have delivered to any portion hereof, or the Shares issued or issuable upon exercise of this Option, or any portion hereof, they will not be sold, transferred. assigned. hypothecated or otherwise disposed of without first providing the Company a written with an opinion of counselcounsel (which may be counsel for the Company) or other evidence, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for such sale, soldtransfer, assigned assignment, hypothecation or transferred are being offered for saleother disposal will be exempt from the registration and prospectus delivery requirements of the Act. The Holder consents to the making of a notation in the Company's records or giving to any transfer agent of the Option or the Shares an order to implement such restriction on transferability. This Option and the Shares issuable upon the exercise of this Option1 or any portion hereof, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear the following legend or a legend substantially in of similar import, provided, however, that such legend shall be removed, or not placed upon the following formOption or the certificate or other instrument representing the Shares, as the case may be, if such legend is no longer necessary to assure compliance with the Act: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER SECTION 4(2) OF THE ACT. THE SECURITIES ARE "RESTRICTED AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER TEE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONTHEREFROM.

Restriction on Transfer. Right of First Refusal. Purchaser shall not ----------------------------------------------- sell, transfer, pledge, hypothecate or otherwise dispose of any shares of the Stock which remain subject to the Purchase Option. Before any shares of Stock registered in the name of Purchaser that are no longer subject to the Purchase Option may be sold or transferred (including transfer by operation of law) such shares shall first be offered to the Company. (a) This Warrant and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with The Purchaser shall deliver a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject notice ("Notice") to the approval Company stating (i) his bona fide intention to sell or transfer such shares, (ii) the number of such shares to be sold or transferred, (iii) the price for which he proposes to sell or transfer such shares, and (iv) the name of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowproposed purchaser or transferee. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 belowWithin thirty (30) days after receipt of the Notice, the Company is under no obligation or its assignee may elect to register this Warrant purchase all or none of the Warrant Shares under shares to which the Securities Act and that Notice refers, at the Warrant and Warrant Shares will be characterized as “restricted securities” under price per share specified in the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationNotice. (c) Unless upon their issuance If all of the shares to which the Notice refers are not elected to be purchased, as provided in subparagraph 5(b) hereof, the Purchaser may sell the shares to any person named in the Notice at the price specified in the Notice or at a higher price, provided that (i) such Warrant Shares are then registered sale or transfer is consummated within 60 days of the date of said Notice to the Company, (ii) any such sale is in accordance with all the terms and conditions hereof, and (iii) any transferee of shares of the Stock agrees to be bound by the Standoff Agreement set forth in Section 11 below. The provisions of this paragraph 5 shall terminate (except as to the Purchase Option) on (i) the closing date of a registration statement filed by the Company under the Securities Act of 1933, as amended (the "Act"), with respect to an underwritten public offering of Common Stock of the Company or (ii) the closing date of a sale of assets or merger or other business combination of the Company pursuant to an effective registration statementwhich shareholders of this Company receive securities of a buyer whose shares are publicly traded. The provisions of subparagraphs 5(a), 5(b) and 5(c) shall not apply to a transfer of any certificates representing Warrant Shares issued shares of Stock by Purchaser, either during his lifetime or on death by will or intestacy to his other ancestors, descendants or spouse, or any custo- xxxx or trustee for the account of Purchaser or Purchaser's ancestors, descendants or spouse; provided, in each such case that the transferee shall receive and hold such shares subject to the provisions of this paragraph 5 and there shall be no further transfer of such shares except in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORPherewith. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”The provisions of Sections 5(a), AND MAY NOT BE OFFERED FOR SALE5(b) and 5(c) shall not apply to any sale of shares of Stock by the Purchaser pursuant to a Registration Statement filed under the Act. The Company shall not be required (i) to transfer on its books any shares of Stock which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, SOLD, TRANSFERRED OR ASSIGNED UNLESS or (Aii) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONto treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

Restriction on Transfer. a. The Holder, by its acceptance hereof, represents, warrants, covenants and agrees that (ai) This Warrant the Holder's knowledge of the business and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval affairs of the Company, such approval not to be unreasonably withheld and (ii) this Option and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands thatShares issuable upon the exercise of this Option, except as set forth in Section 8 belowor any portion hereof, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from for investment and not with a view to the Company in a transaction not involving a public offering. Holder also represents distribution hereof, and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to absent an effective registration statement under the Securities Act and applicable state securities laws of 1933 ("Act"), covering the disposition of this Option, or (b) Holder shall have delivered to any portion hereof, or the Shares issued or issuable upon exercise of this Option, or any portion hereof, they will not be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Company a written with an opinion of counselcounsel (which may be counsel for the Company) or other evidence, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for such sale, soldtransfer, assigned assignment, hypothecation or transferred are being offered for saleother disposal will be exempt from the registration and prospectus delivery requirements of the Act. The Holder consents to the making of a notation in the Company's records or giving to any transfer agent of the Option or the Shares an order to implement such restriction on transferability. This Option and the Shares issuable upon the exercise of this Option, soldor any portion hereof, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear the following legend or a legend substantially in of similar import, provided, however, that such legend shall be removed, or not placed upon the following formOption or the certificate or other instrument representing the Shares, as the case may be, if such legend is no longer necessary to assure compliance with the Act: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER SECTION 4(2) OF THE ACT. THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR EXEMPTION THEREFROM. b. The Company agrees to register the Shares under the Act on Form S-8 or other applicable registration form, at the Company's cost and expense (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONexcluding the costs of legal counsel to the Holder).

Restriction on Transfer. (a) This Warrant and Except as otherwise provided herein, Siris agrees that, without the rights granted prior written consent of the Company, Siris will not directly or indirectly Transfer all or any part of the Shares or any right or economic interest pertaining thereto, including the right to Holder are transferable, vote or consent on any matter or to receive or have any economic interest in whole distributions or in part, upon surrender of this Warrant, together with a properly executed warrant power in advances from the form of Exhibit B attached heretoCompany pursuant thereto (the “Lock-up Restriction”); provided, however, that the Lock-up Restriction shall not apply with respect to any transfer or assignment shall be subject Transfer to the approval any Affiliate of the CompanySiris that is not a portfolio company of Siris, provided that such approval not Affiliate agrees in writing to be unreasonably withheld bound by the restrictions in this Agreement applicable to Siris, and Siris will continue to be bound by the conditions set forth restrictions in Section 7(b) belowthis Agreement applicable to Siris notwithstanding such Transfer. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 belowNotwithstanding anything herein to the contrary, the Company is under no obligation Lock-Up Restriction shall cease to register this Warrant or apply to the Warrant Shares under as follows: (i) on and after the Securities Act and expiration of the Initial Lock-up Period until the eighteen (18) month anniversary of the date hereof, Siris may Transfer up to a number of Shares equal to one-third (1/3) of the total number of Shares (provided that all Shares deposited in the Warrant and Warrant Shares will be characterized as “restricted securities” under General Escrow Account on the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered Closing Date pursuant to an effective registration statement under the Securities Act terms of the Purchase Agreement (as such terms are defined therein) shall be included in the number of Shares for the purpose of this clause (i)); (ii) on and applicable state securities laws or after the eighteen (b18) Holder shall have delivered month anniversary of the date hereof, Siris may Transfer up to a number of Shares equal to (A) two-thirds (2/3) of the total number of Shares (provided that all Shares deposited in the General Escrow Account on the Closing Date pursuant to the Company a written opinion terms of counselthe Purchase Agreement shall be included in the number of Shares for the purpose of this clause (ii)), in form, substance and scope reasonably acceptable to minus (B) the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred number of Shares Transferred pursuant to an exemption from Section 3.01(b)(i) as of such registrationdate, if any; and (iii) on and after the two (2) year anniversary of the date hereof, the Lock-Up Restrictions shall no longer apply, and Siris may Transfer any or all of the Shares. (c) Unless Subject to the additional restrictions set forth in Section 4.02, the Lock-Up Restriction shall not apply to (i) Common Stock, and any securities then convertible into or exchangeable for Common Stock, acquired in open market transactions, (ii) entering into a customary voting or support agreement (with or without granting a proxy) in connection with any merger, consolidation or other business combination of the Company, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Common Stock receive the same consideration per share paid in the tender offer) (a “Business Combination”), or (iii) any Transfer pursuant to any Business Combination. (d) Notwithstanding anything herein to the contrary, under no circumstances shall any Holder, without the prior written consent of the Company, directly or indirectly Transfer all or any part of its Shares or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto, to any Person or group of Persons who, based on the reasonable inquiry of the Holder (including the obtainment of representations and warranties from such Person or group of Persons), is or would be, as a result of the proposed Transfer or a series of transactions involving Common Stock (including the proposed Transfer), required under Section 13(d)of the Exchange Act to file a Schedule 13D with the SEC with respect to the Company upon their issuance such Warrant Person or group of Persons acquiring an ownership stake (whether direct or beneficial) in the Company that equals or exceeds 5% the then-outstanding shares of Common Stock; provided, however, that this restriction shall not apply to any Transfer of the Shares are then registered under (i) in an open market transaction conducted through a market maker where the Securities Act identity(ies) of the ultimate buyer(s) is not known or disclosed to the Holder, (ii) pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. Underwritten Offering or (THE “COMPANY”iii) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONto an Affiliate of such Holder.

Restriction on Transfer. (a) This Warrant Seller and Company agree not to encumber, transfer, sell, assign or otherwise dispose of all or any portion of Seller's Stock, nor to issue or authorize the rights granted issuance of any additional shares of stock in Company, without the express, prior written consent of Buyer, which may be withheld at Buyer's sole discretion, except Seller and Company may take such action as is required to Holder are transferablepermit Seller to obtain ownership of, in whole and/or the absolute right to transfer title to Buyer of, a minimum of eighty percent (80%) of Company. An enforced or involuntary transfer, whether under court order or in partany other way, upon surrender shall be treated as a voluntary disposition for purposes of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowAgreement. (b) Holder represents and warrants that it understands thatCompany will not (1) declare, set aside, or pay any dividend or make any distribution in respect of its capital stock; (2) directly or indirectly purchase, redeem or otherwise acquire any shares of its capital stock, except such action as set forth in Section 8 below, is required to permit Seller to obtain ownership of (and/or the Company absolute right to transfer title to Buyer of) a minimum of eighty percent (80%) of Company; (3) enter into any agreement obligating it to do any of the foregoing prohibited acts." (A) Paragraph 4(a) (preamble) is under no obligation amended and restated to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized read as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless follows: (a) subsequently registered Seller and Company jointly and severally represent, warrant, covenant and agree as follows, all of which shall be true and correct on the date hereof and on the date of Final Settlement (as such term is defined in Paragraph 8 hereof. Seller and Company shall recertify all of the following at each such time:" (B) Paragraph 4(a)(1)(A) is amended and restated to read as follows (such amendment to be effective as of the date hereof): "At the time of execution hereof, Seller and Controlled Companies own beneficially and of record approximately eighty-seven percent (87%) of all of the issued and outstanding Stock of Company. Company has no subsidiary. Upon execution hereof, Seller agrees to cause (or cause Controlled Companies to place) such Stock to be transferred into Buyer's name and thereafter placed into escrow pursuant to an effective registration statement under Paragraph 33 hereof. All of Seller's Stock is and will be at the Securities Act time of the Final Settlement Date (as defined in Paragraph 8), partly or fully paid and applicable state securities laws or (bnon-assessable;" 5. Paragraph 4(a)(1)(B) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationis deleted. (c6. Paragraph 4(a)(4)(A) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant is amended and restated to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS read as follows: (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR The authorized capital Stock of Company consists of 35,967,878 shares of one class of common stock having a par value of 1,000 Romanian Lei per share, of which 35,967,878 shares have been issued and are outstanding and of which approximately 87% are owned by Seller and/or Controlled Companies. There is no preferred Stock authorized, issued or outstanding. No person or entity, holds any preemptive or conversion rights, stock warrants, stock options or other right to purchase from Company or cause Company to issue additional Stock, with the exception of the Romanian State Ownership Fund's right to have stock issued in its favor after the Company has formally received an independent valuation approved by Company shareholders of, and formal title to, the land on which Company factories are located. Seller and/or Controlled Companies have the exclusive preemptive right to acquire such stock from the State Ownership Fund. Any governmental restrictions on Seller's ownership or transfer (Bor ability to cause Controlled Companies to transfer) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.the Stock pursuant to this Agreement shall be removed before Final Settlement and as a condition precedent thereto:" 7. Paragraph 4(a)(4)(B) is amended and restated to read as follows:

Restriction on Transfer. (a) This Warrant The Warrants and the rights granted Warrant ----------------------- Shares issuable upon exercise hereof are subject in all respects to Holder are transferablethe terms and conditions of the Stock Purchase Agreement. No transfer, sale, assignment, hypothecation or other disposition of the Warrants or the Warrant Shares issuable upon exercise hereof may be made except in whole or in part, upon surrender accordance with the provisions of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, Stock Purchase Agreement (it being understood that any transfer or assignment of Common Stock permitted under the provisions of the Stock Purchase Agreement shall be subject a permitted transfer with respect to the approval Warrants and the Warrant Shares). The Holder, by acceptance of a Warrant Certificate, agrees to the bound by the applicable provisions of the Company, Stock Purchase Agreement and all applicable benefits of the Stock Purchase Agreement shall inure to such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowHolder. (b) Each Holder of the Warrants, by acceptance thereof, represents and warrants acknowledges that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant have not been registered under the Securities Act or under any state securities laws. Each Holder of the Warrants, by acceptance thereof, represents and acknowledges that such Holder (i) is acquiring the Warrants and the Warrant Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, (ii) is an "accredited investor" within the meaning of Regulation D, Rule 501(a), promulgated by the SEC, (iii) acknowledges that the Warrant Warrants and the Warrant Shares will must be characterized as “restricted securities” held indefinitely unless subsequently registered under the Securities Act because they are being acquired or unless an exemption from the Company registration requirements of the Securities Act is available and (iv) represents that by reason of its business or financial experience, such Holder has the capacity to protect its own interests in a transaction not involving a public offeringconnection with the transactions contemplated by this Agreement. Holder also represents and warrants that it understands that neither Neither the Warrant Warrants nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless except (ax) subsequently registered pursuant to an effective registration statement under the Securities Act, (y) pursuant to Rule 144 under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to if the Company transferor delivers a written opinion of counselcertificate, in form, form and substance and scope reasonably acceptable satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (z) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the effect Company and, in the case of clause (z), with the delivery to the Company of an opinion of counsel reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company stating that no registration is required under the securities Securities Act; provided, however, that such opinion of counsel shall not be required in connection with any transfer to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationa Subsidiary of Purchaser. (ci) Unless upon their issuance such Except as otherwise provided in this Section 5.5, each certificate for Warrant Shares are then registered under initially issued upon the Securities Act pursuant to an effective registration statementexercise of a Warrant, any certificates representing and each certificate for Warrant Shares issued in accordance to any transferee of any such certificate, shall be stamped or otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 OR WITH ANY STATE SECURITIES ACT”)COMMISSIONER, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933 OR AN APPLICABLE EXEMPTION THEREFROM. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE STOCK PURCHASE AGREEMENT DATED AS OF MARCH 29, 2000, AMONG PRIMEDIA INC., LIBERTY MEDIA CORPORATION AND APPLICABLE LIBERTY DIGITAL, INC., A COPY OF WHICH IS ON FILE WITH THE COMPANY." (ii) Except as otherwise provided in this Section 5.5, each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR WITH ANY STATE SECURITIES LAWS COMMISSIONER, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR (B) LAWS, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE STOCK PURCHASE AGREEMENT DATED AS OF MARCH 29, 2000, AMONG PRIMEDIA INC, LIBERTY MEDIA CORPORATION AND LIBERTY DIGITAL, INC., A COPY OF WHICH IS ON FILE WITH THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCK PURCHASE AGREEMENT. THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES THIS WARRANT AGREES TO BE OFFERED FOR SALEBOUND BY ALL OF THE PROVISIONS OF SUCH STOCK PURCHASE AGREEMENT. (d) Notwithstanding the provisions of Section 5.5(b), SOLD(i) the Company shall deliver the Warrants or certificates for Warrant Shares without the first paragraph of the legend set forth in any such clause if the securities referred to in such clause shall have been registered under the Securities Act or if such legend is otherwise not required under the Securities Act, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALEand if such legend has been set forth on any previously delivered certificates, SOLDsuch legend shall be removed from any certificates at the request of the Holder if the securities referred to in such clause have been registered under the Securities Act, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONor if such legend is not otherwise required under the Securities Act, and (ii) the Company shall deliver the Warrants or certificates for Warrant Shares without the second paragraph of the legend set forth in such clause if such legend is no longer required pursuant to the terms of the Stock Purchase Agreement.

Restriction on Transfer. (a) This Warrant The shares of Alloy Common Stock to be issued to the Stockholders pursuant to the Merger and any shares of capital stock or other securities received with respect thereto (collectively, the "Restricted Securities") shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer") except upon the conditions specified in this Section 7.2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Stockholders shall observe and comply with the Securities Act and the rights granted rules and regulations promulgated by the SEC thereunder as now in effect or hereafter enacted or promulgated, and as from time to Holder are transferabletime amended, in whole or in part, upon surrender connection with any Transfer of this Warrant, together with a properly executed warrant power in Restricted Securities beneficially owned by the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowstockholders. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Each certificate representing Restricted Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered issued to the Company a written opinion Stockholders and each certificate for such securities issued to subsequent transferees of counsel, in form, substance any such certificate shall (unless otherwise permitted by the provisions of Sections 7.2(c) and scope reasonably acceptable to the Company, to the effect that the securities to 7.2(d) hereof) be offered for sale, sold, assigned stamped or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY APPLICABLE STATE SECURITIES ACT”), AND OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO AN THE CONDITIONS SPECIFIED IN SECTION 7.2 OF THE AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 11, 2001, BY AND BETWEEN ALLOY ONLINE, INC., XXXXXX MEDIA GROUP, INC. AND THE OTHER SIGNATORIES THERETO AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE REGISTRATION STATEMENT UNDER UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, ALLOY ONLINE INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF SHALL HAVE DELIVERED AN ALLOY ONLINE INC. CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY AND REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY A WRITTEN OPINION SECRETARY OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ALLOY ONLINE INC. THESE SECURITIES ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT ALSO SUBJECT TO AN EXEMPTION INVESTMENT REPRESENTATION AND LOCKUP AGREEMENT WITH THE ISSUER WHICH RESTRICTS THE TRANSFER THEREOF, A COPY OF WHICH CAN BE OBTAINED FROM SUCH REGISTRATIONTHE ISSUER AT ITS EXECUTIVE OFFICES." (c) Upon approval of the Merger by the Stockholders as contemplated hereby, the Stockholders are deemed to agree (and by execution and delivery of this Agreement and the Lock-Up Agreement the Stockholders confirm their agreement) that, prior to any Transfer of Restricted Securities, to give written notice to Alloy of the Stockholder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 7.

Restriction on Transfer. (a) This Warrant and The Restricted Shares shall not be transferable except upon the rights granted conditions specified in this Section, which conditions are intended to Holder are transferable, in whole or in part, upon surrender of this Warrant, together insure compliance with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval provisions of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowSecurities Act. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, Each certificate representing Restricted Shares held by an iBaby Investor shall (unless otherwise permitted by the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion provisions of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. paragraph (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance and (d) below) be stamped or otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “. THESE SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALESOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. ADDITIONALLY, SOLDTHE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 11 OF THE REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY __, TRANSFERRED 1999, AMONG i VILLAGE INC. AND THE OTHER PARTIES THERETO, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, i VILLAGE INC., HAS AGREED TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) DELIVER TO THE HOLDER HEREOF SHALL HAVE DELIVERED A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF SUCH HOLDER. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY A WRITTEN OPINION SECRETARY OF COUNSELi VILLAGE INC." (c) The holder of any Restricted Shares by acceptance thereof agrees, IN FORMprior to any Transfer of any Restricted Shares, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANYto give written notice to the Company of such holder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section. Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALEthe holder delivering such notice shall deliver a written opinion, SOLDaddressed to the Company, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALEof counsel for the holder of such Restricted Shares stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such Restricted Shares under the Securities Act or the securities or "blue sky" laws of any state of the United States provided, SOLDhowever, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.that no such opinion of counsel shall be necessary for a Transfer by an iBaby Investor which is a partnership to a partner of such iBaby Investor, or a retired partner of such holder who retires after the date hereof, or the estate of any such partner or retired partner, if in each case the transferee agrees in writing to be subject to the terms of this Section 11 to the same extent as if such transferee were originally a signatory to this

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, Tenant will not assign this Lease in whole or in part, upon surrender nor sublet all or any part of the Premises (collectively and individually, a "Transfer"), without the prior written consent of Landlord, which consent Landlord will not unreasonably withhold. In no event may Tenant encumber or hypothecate this Lease. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. This prohibition against Transfers shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease is transferred by Tenant, or if the Premises or any part thereof are transferred or occupied by any person or entity other than Tenant or its Permitted Transferee, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such Transfer, occupancy or collection shall be deemed a waiver on the part of Landlord, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained unless expressly made in writing by Landlord. Irrespective of any Transfer, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this WarrantLease. Without limiting in any way Landlord's right to withhold its consent on any reasonable grounds, together with it is agreed that Landlord will not be acting unreasonably in refusing to consent to a properly executed warrant power Transfer if, in Landlord's opinion, (i) the form proposed assignee or subtenant does not have the financial capability to fulfill the obligations imposed by the Transfer, (ii) the proposed Transfer involves a change of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval use of the CompanyPremises from that specified herein or would violate any exclusive use covenant to which Landlord is bound, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (biii) Holder shall have delivered to the Company a written opinion of counselproposed assignee or subtenant is not, in formLandlord's reasonable opinion, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned of reputable or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationgood character. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant The shares of Alloy Common Stock to be issued to Stockholder pursuant to the Merger and any shares of capital stock or other securities received with respect thereto (collectively, the "Restricted Securities") shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer") except upon the conditions specified in this Section 7.2, which conditions are intended to insure compliance with the provisions of the Securities Act. Stockholder shall observe and comply with the Securities Act and the rights granted rules and regulations promulgated by the SEC thereunder as now in effect or hereafter enacted or promulgated, and as from time to Holder are transferabletime amended, in whole or in part, upon surrender connection with any Transfer of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowRestricted Securities beneficially owned by Stockholder. (b) Holder represents Each certificate representing Restricted Securities issued to Stockholder and warrants that it understands that, except as set forth in Section 8 below, each certificate for such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the Company is under no obligation to register this Warrant provisions of Sections 7.2(c) and 7.2(d) hereof) be stamped or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY APPLICABLE STATE SECURITIES ACT”), AND OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO AN THE CONDITIONS SPECIFIED IN SECTION 7.2 OF THE AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY __, 2001 AMONG ALLOY ONLINE, INC., CASS COMMUNICATIONS, INC. AND XXXX X. XXXXXXX AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE REGISTRATION STATEMENT UNDER UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, ALLOY ONLINE INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF SHALL HAVE DELIVERED AN ALLOY ONLINE, INC. CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY A WRITTEN OPINION SECRETARY OF COUNSELALLOY ONLINE, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED INC. THESE SECURITIES ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT ALSO SUBJECT TO AN EXEMPTION INVESTMENT REPRESENTATION AND LOCKUP AGREEMENT, DATED AS OF JULY __, 2001 WITH ALLOY ONLINE, INC. WHICH RESTRICTS THE TRANSFER THEREOF, A COPY OF WHICH CAN BE OBTAINED FROM SUCH REGISTRATIONALLOY ONLINE, INC. AT ITS EXECUTIVE OFFICES." (c) Upon approval of the Merger by Stockholder as contemplated hereby, Stockholder is deemed to agree that, prior to any Transfer of Restricted Securities to give written notice to Alloy of Stockholder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 7.2. Each such notice shall describe the manner and circumstances of the proposed Transfer and, if requested by Alloy, shall be accompanied by the written opinion, addressed to Alloy, of counsel for the holder of such Restricted Securities, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to Alloy) such proposed transfer does not involve a transaction requiring registration or qualification of such Restricted Securities under the Securities Act or the securities or "blue-sky" laws of any relevant state of the United States. The holder thereof shall thereupon be entitled to Transfer such Restricted Securities in accordance with the terms of the notice delivered by it to Alloy. Each certificate or other instrument evidencing the securities issued upon the Transfer of any such Restricted Securities (and each certificate or other instrument evidencing any untransfered balance of such Restricted Securities) shall bear the legend set forth in Section 7.2(b) unless (x) in such opinion of counsel of Alloy registration of any future Transfer is not required by the applicable provisions of the Securities Act or (y) Alloy shall have waived the requirement of such legends. Stockholder shall not Transfer any Restricted Securities until such opinion of counsel has been given (unless waived by Alloy or unless such opinion is not required in accordance with the provisions of this Section 7.2(c)). (d) Notwithstanding the foregoing provisions of this Section 7.2, the restrictions imposed by this Section 7.2 upon the transferability of Restricted Securities shall cease and terminate when (i) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act or as otherwise contemplated by Section 7.2(c) and, pursuant to Section 7.2(c), the securities so transferred are not required to bear the legend set forth in Section 7.2(b) or (ii) the holder of such Restricted Securities has met the requirements for Transfer of such Restricted Securities pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section 7.2 shall terminate, as herein provided, the holder of Restricted Securities as to which such restrictions have terminated shall be entitled to receive from Alloy, without expense, a new certificate not bearing the restrictive legend set forth in Section 7.2(b) and not containing any other reference to the restrictions imposed by this Section 7.2. 45

Restriction on Transfer. The Holder, by its acceptance hereof, represents, warrants, covenants and agrees that (ai) This Warrant the Holder has knowledge of the business and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval affairs of the Company, such approval not to be unreasonably withheld and (ii) this Warrant and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, Shares issuable upon the Company is under no obligation to register exercise of this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from for investment and not with a view to the Company in a transaction not involving a public offering. Holder also represents distribution hereof and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to absent an effective registration statement under the Securities Act and applicable state securities laws of 1933 as amended (the "Act") covering the disposition of this Warrant or (b) Holder shall have delivered to the Shares issued or issuable upon exercise of this Warrant, they will not be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Company a written with an opinion of counselcounsel (which may be counsel for the Company) or other evidence, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for such sale, soldtransfer, assigned assignment, hypothecation or transferred are being offered for saleother disposal will be exempt from the registration and prospectus delivery requirements of the Act and the registration or qualification requirements of any applicable state securities laws. The Holder consents to the making of a notation in the Company's records or giving to any transfer agent of the Warrant or the Shares an order to implement such restriction on transferability. This Warrant shall beer the following legend or a legend of similar import, soldprovided, assigned however, that such legend shall be removed or transferred pursuant not placed upon the Warrant if such legend Is no longer necessary to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under assure compliance with the Securities Act pursuant to an effective registration statementof 1933, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following formas amended: THESE WARRANTS AND THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES ACT COMMISSION OF 1933, AS AMENDED (ANY STATE BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER REGULATION S PROMULGATED PURSUANT TO THE “SECURITIES ACT”), . THIS WARRANT IS "RESTRICTED" AND MAY NOT BE OFFERED FOR SALE, SOLD, RESOLD OR TRANSFERRED NOR MAY THE WARRANT BE EXERCISED BY OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED ON BEHALF OF ANY U. S. PERSON EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE THE REGISTRATION STATEMENT UNDER OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONTHEREFROM.

Restriction on Transfer. (a) This Warrant and the rights granted Each Holder agrees not to Holder are transferable, in whole make any disposition of all or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval portion of the Company, such approval not to be unreasonably withheld Shares or Registrable Securities unless and the conditions set forth in Section 7(b) below.until: (bi) Holder represents and warrants that it understands that, except as set forth There is then in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in effect a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except when the Company reasonably believes, in unusual circumstances and after consultation with counsel, that Rule 144 may not be available with respect to a proposed transfer. (iii) Notwithstanding the provisions of Sections 2.1(a)(i) and (ii), no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder in which no consideration is given and which is (A) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to an affiliate or to its stockholders in accordance with their interest in the corporation, (C) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (D) to the Holder's family member or trust for the benefit of an individual Holder; provided, that the transferee will be subject to the terms of this Agreement to the same extent as if he or she were an original Holder under this Agreement. (b) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable United States federal or state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, as provided elsewhere in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: Agreement): THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES "ACT”), ") AND MAY NOT BE OFFERED FOR SALEOFFERED, SOLDSOLD OR OTHERWISE TRANSFERRED, TRANSFERRED ASSIGNED, PLEDGED OR ASSIGNED HYPOTHECATED UNLESS (A) SUBSEQUENTLY AND UNTIL REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) UNLESS THE HOLDER HEREOF SHALL HAVE DELIVERED COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY A WRITTEN OPINION OF COUNSELAND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (c) The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder thereof if the holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONqualification or legend. (d) Any legend endorsed on an instrument pursuant to applicable United States state securities laws and the stop-transfer instruction with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

Restriction on Transfer. (ai) This Warrant Sellers may freely transfer any of the Equity Consideration without FTE consent, except as provided in this Section 4.7(b), and subject to compliance with applicable law. (ii) Sellers agree not to distribute, sell or otherwise transfer any of the rights granted Equity Consideration to Holder are transferableSxxxxx Xxxxxx (“Sxxxxx”) or any immediate family member or affiliate of Sxxxxx (Sxxxxx and any of his current or future immediate family members or affiliates being herein referred to as a “Sxxxxx Party”), in whole and any distribution, sale or in part, upon surrender other transfer of this Warrant, together with a properly executed warrant power in any of the form of Exhibit B attached hereto; provided, however, that Equity Consideration (or any transfer or assignment successive transfers) shall be subject to the approval same restriction, except as otherwise provided by clause (iii) or (iv) below. Except as otherwise provided by clause (iii) or (iv) below, any purported distribution, sale or other transfer of any Equity Consideration to any Sxxxxx Party shall be null and void ab initio, and in the event of any purported transfer in violation of this clause (ii), then: (1) all voting rights associated with such Equity Consideration (or any securities issued by Parent upon conversion or exchange thereof) shall be suspended; and (2) upon demand by Parent, the participants to such purported transfer shall (and the Sellers shall cause them to) promptly take all steps necessary to rescind the purported transfer and to restore record and beneficial ownership of all of the Companypurportedly transferred Equity Consideration to the Sellers. If record and beneficial ownership of such Equity Consideration is not restored as contemplated by the preceding sentence within 10 days of Parent’s demand therefor, Parent shall instruct its transfer agent to mxxx such approval Equity Consideration as canceled and no longer issued or outstanding, and the Sellers hereby consent to such action by Parent and its transfer agent. For purposes of this paragraph (ii), the term “immediate family member” shall have the meaning given in Rule 303A.02 of the NYSE Listed Company Manual and the term “affiliate” shall have the meaning given under Rule 12b-2 under the Securities Exchange Act of 1934, as the same may be amended from time to time hereafter, provided that Sxxxxx or any immediate family member of Sxxxxx shall not be deemed to be unreasonably withheld and an affiliate of an entity if if any them, individually or collectively, own less than 40% of the conditions total equity interests in such entity (a “Non-Sxxxxx Affiliate”). (iii) Notwithstanding the prohibition set forth in Section 7(bclause (ii) below.above, Sellers may distribute, sell or otherwise transfer any of the Equity Consideration to a Sxxxxx Party, provided that: (b1) Holder represents and warrants So long as such Equity Consideration is owned by any Sxxxxx Party, all voting rights associated with such Equity Consideration (or any securities issued by Parent upon conversion or exchange thereof) shall be exercised by the Seller that it understands thattransferred such Equity Consideration to such Sxxxxx Party; and (2) Within 150 days after acquisition of record of any Equity Consideration by any Sxxxxx Party, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless either (a) subsequently registered pursuant to if such Sxxxxx Party is an effective registration statement under the Securities Act affiliate of Sxxxxx or an immediate family member of Sxxxxx and applicable state securities laws such affiliate becomes a Non-Sxxxxx Affiliate, or (b) Holder all right, title and interest in and to all such Equity Consideration shall have delivered be transferred to one or more Persons who are not Sxxxxx Parties. If the foregoing sentence is not complied with, then upon demand by Parent, the beneficial owners of the applicable Equity Consideration shall (and the Sellers shall cause them to) promptly take all steps necessary to rescind the purported transfer and to restore record and beneficial ownership of all of such Equity Consideration to the Company Sellers. If record and beneficial ownership of such Equity Consideration is not restored as contemplated by the preceding sentence within 20 days of Parent’s demand therefor, Parent shall instruct its transfer agent to mxxx such Equity Consideration as canceled and no longer issued or outstanding, and the Sellers hereby consent to such action by Parent and its transfer agent. (iv) Any distribution, sale or other transfer of any Equity Consideration pursuant to a written opinion of counsel, in form, substance and scope reasonably acceptable Qualified Disposition (as defined below) shall not be subject to the Companytransfer restrictions set forth in this Section 4.7(b), to the effect that the securities to be offered for saleand any Equity Consideration previously distributed, sold, assigned sold or transferred are being offered for sale, sold, assigned or otherwise transferred pursuant to an exemption from such registration. a Qualified Disposition shall no longer be subject to the transfer restrictions set forth in this Section 4.7(b). For purposes of this Section 4.7(b), a “Qualified Disposition” shall mean any distribution, sale or other transfer of any shares of Equity Consideration pursuant to (ca) Unless upon their issuance such Warrant Shares are then registered a public offering pursuant to a registration statement filed and declared effective under the Securities Act Act, or (b) a sale pursuant to an effective registration statement, any certificates representing Warrant Shares issued and in accordance compliance with this Warrant shall bear a legend substantially in Rule 144(i) under the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONSecurities Act.

Restriction on Transfer. (a) This Warrant The shares of Purchaser Common Stock to be issued to the Stockholder at the Effective Time pursuant to the Merger and any shares of capital stock or other securities received with respect thereto (collectively, the "Restricted Securities") shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer") except upon the conditions specified in this Section 5.2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Stockholder shall observe and comply with the Securities Act and the rights granted rules and regulations promulgated by the SEC thereunder as now in effect or hereafter enacted or promulgated, and as from time to Holder are transferabletime amended, in whole or in part, upon surrender connection with any Transfer of this Warrant, together with a properly executed warrant power in Restricted Securities beneficially owned by the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowStockholder. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Each certificate representing Restricted Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered issued to the Company a written opinion Stockholder and each certificate for such securities issued to subsequent transferees of counsel, in form, substance any such certificate shall (unless otherwise permitted by the provisions of Sections 5.2(c) and scope reasonably acceptable to the Company, to the effect that the securities to 5.2(d) hereof) be offered for sale, sold, assigned stamped or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY APPLICABLE STATE SECURITIES ACT”), AND OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO AN THE CONDITIONS SPECIFIED IN SECTION 5.2 OF THE AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF DECEMBER 10, 1996 AMONG iVILLAGE, INC., PP ACQUISITION CORPORATION, XXXXXXXXXXXX.XXX, INC. AND THE OTHER SIGNATORIES THERETO AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE REGISTRATION STATEMENT UNDER UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, iVILLAGE, INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF SHALL HAVE DELIVERED A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY A WRITTEN OPINION SECRETARY OF COUNSELiVILLAGE, IN FORMINC." (c) The Stockholder agrees, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANYprior to any Transfer of Restricted Securities, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONto give written notice to Purchaser of the Stockholder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.

Restriction on Transfer. (a) This Warrant The Holder, by its acceptance hereof, represents, warrants, covenants and agrees that (i) the rights granted to Holder are transferable, in whole or in part, upon surrender has knowledge of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval business and affairs of the Company, such approval not to be unreasonably withheld and (ii) this Option and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands thatShares issuable upon the exercise of this Option, except as set forth in Section 8 belowor any portion hereof, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from for investment and not with a view to the Company in a transaction not involving a public offering. Holder also represents distribution hereof, and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to absent an effective registration statement under the Securities Act and applicable state securities laws of 1933 ("Act"), covering the disposition of this Option, or (b) Holder shall have delivered to any portion hereof, or the Shares issued or issuable upon exercise of this Option, or any portion hereof, they will not be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Company a written with an opinion of counselcounsel (which may be counsel for the Company) or other evidence, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for such sale, soldtransfer, assigned assignment, hypothecation or transferred are being offered for saleother disposal will be exempt from the registration and prospectus delivery requirements of the Act. The Holder consents to the making of a notation in the Company's records or giving to any transfer agent of the Option or the Shares an order to implement such restriction on transferability. This Option and the Shares issuable upon the exercise of this Option, soldor any portion hereof, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear the following legend or a legend substantially in of similar import, provided, however, that such legend shall be removed, or not placed upon the following formOption or the certificate or other instrument representing the Shares, as the case may be, if such legend is no longer necessary to assure compliance with the Act: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER SECTION 4(2) OF THE ACT. THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR EXEMPTION THEREFROM. (Bb) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSELThe Company agrees to register the Shares under the Act, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONat the Company's cost and expense on a Form S-8 registration statement.

Restriction on Transfer. (a) This The Holder, by its acceptance hereof, represents, warrants, covenants and agrees that: (i) the Holder has knowledge of the business and affairs of the Company; (ii) this Warrant and the rights granted to Holder are transferable, in whole or in part, Shares issuable upon surrender the exercise of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from for investment and not with a view to the Company in a transaction not involving a public offering. Holder also represents distribution hereof and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to absent an effective registration statement under the Securities Act and applicable state securities laws of 1933, as amended (the "SECURITIES ACT"), covering the disposition of this Warrant or (b) Holder shall have delivered to the Shares issued or issuable upon exercise of this Warrant, they will not be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Company a written with an opinion of counselcounsel which may be counsel for the Company) or other evidence, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for such sale, soldtransfer, assigned assignment, hypothecation or transferred are being offered for sale, sold, assigned other disposal will be exempt from the registration and prospectus delivery requirements of the Securities Act and the registration or transferred pursuant qualification requirements of any applicable state or foreign securities laws; and (iii) the Holder consents to the making of a notation in the Company's records or giving to any transfer agent of the Warrant or the Shares an exemption from order to implement such registrationrestrictions on transferability described in subparagraph (ii) above. (cb) Unless This Warrant (and any successor or replacement warrant) shall bear the legend shown on the front page hereof and the Shares issuable upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with exercise of this Warrant shall bear the following legend or a legend substantially in of similar import, provided, however, that such legend shall be removed, or not placed upon the following formWarrant or the certificate or other instrument representing the Shares, as the case may be, if such legend is no longer necessary to assure compliance with the Securities Act: THE THESE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION IN RELIANCE UPON AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION UNDER THE SECURITIES ACT AND EXEMPTIONS FROM REGISTRATION AVAILABLE UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. ACCORDINGLY, SUCH SHARES MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO RELEVANT PROVISIONS OF FEDERAL, STATE AND FOREIGN SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO IF AN EXEMPTION FROM SUCH REGISTRATIONREGISTRATION OR QUALIFICATION IS APPLICABLE.

Restriction on Transfer. (a) This Warrant The shares of Parent Common Stock to be issued to each Stockholder of the Company pursuant to the Merger and any shares of capital stock or other securities received with respect thereto (collectively, the "Restricted Securities") shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer") in compliance with the provisions of the Securities Act. Each Stockholder of the Company shall observe and comply with the Securities Act and the rights granted rules and regulations promulgated by the SEC thereunder as now in effect or hereafter enacted or promulgated, and as from time to Holder are transferabletime amended, in whole or in part, upon surrender connection with any Transfer of this Warrant, together with a properly executed warrant power in Restricted Securities beneficially owned by the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowstockholder. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, Each certificate representing Restricted Securities issued to a Stockholder of the Company is under no obligation and each certificate for such securities issued to register this Warrant subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions of Sections 7.2(c) and 7.2(d) hereof) be stamped or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY APPLICABLE STATE SECURITIES ACT”), AND OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONTHEREFROM." (c) Notwithstanding the foregoing provisions of this Section 7.2, the restrictions imposed by this Section 7.2 upon the transferability of Restricted Securities shall cease and terminate when (i) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act or pursuant to an exemption therefrom, the securities so transferred are not required to bear the legend set forth in Section 7.2(b) or (ii) the holder of such Restricted Securities has met the requirements for Transfer of such Restricted Securities pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section 7.2 shall terminate, as herein provided, the holder of Restricted Securities as to which such restrictions have terminated shall be entitled to receive from Parent, without expense, a new certificate not bearing the restrictive legend set forth in Section 7.2(b) and not containing any other reference to the restrictions imposed by this Section 7.2. (d) Each Stockholder of the Company understands and agrees that Parent, at its discretion, may cause stop transfer orders to be placed with its transfer agent with respect to certificates for Restricted Securities owned by such Stockholder but not as to certificates for such shares of Parent Common Stock as to which the legend set forth in paragraph (b) of this Section 7.2 is no longer required because one or more of the conditions set forth in Section 7.2(c) shall have been satisfied, in the event of a proposed transfer in violation or breach of this Section 7.2 or that is or may otherwise be unlawful.

Restriction on Transfer. (a) This Warrant and The Restricted Shares shall not be transferable except upon the rights granted conditions specified in this Section, which conditions are intended only to Holder are transferable, in whole or in part, upon surrender of this Warrant, together insure compliance with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval provisions of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowSecurities Act. (b) Holder represents Each certificate representing Restricted Shares shall (unless otherwise permitted by the provisions of paragraph (c) and warrants that it understands that(d) below) be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. ADDITIONALLY, except as set forth THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 12 OF THE REGISTRATION RIGHTS AGREEMENT DATED DECEMBER 30, 1999, AMONG SCC TECHNOLOGIES, INC., AND CERTAIN OF ITS SHAREHOLDERS, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF SCC TECHNOLOGIES, INC." (c) The holder of any Restricted Shares by acceptance thereof agrees, prior to any Transfer of any Restricted Shares, to give written notice to the Company of such holder's intention to effect such Transfer and to comply in Section 8 belowall other respects with the provisions of this Section. Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, the Company is under no obligation holder delivering such notice shall deliver a written opinion, addressed to register this Warrant the Company, of counsel for the holder of Restricted Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or the Warrant qualification of such Restricted Shares under the Securities Act or the securities or "blue sky" laws of any state of the United States. Such holder of Restricted Shares shall be entitled to Transfer such Restricted Shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer and that request such opinion within five days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within five days after delivery of such opinion. Each certificate or other instrument evidencing the Warrant securities issued upon the Transfer of any Restricted Shares (and Warrant Shares will be characterized as “restricted securities” under each certificate or other instrument evidencing any untransferred balance of such Registered Shares) shall bear the legend set forth in paragraph (b) above unless (i) in such opinion of counsel registration of any future Transfer is not required by the applicable provisions of the Securities Act because they are being acquired from or (ii) the Company in a transaction not involving a public offering. Holder also represents shall have waived the requirement of such legends. (d) Notwithstanding the foregoing provisions of this Section, the restrictions imposed by this Section upon the transferability of any Restricted Shares shall cease and warrants that it understands that neither the Warrant nor the Warrant terminate when (i) any such Restricted Shares may be offered for sale, sold, assigned are sold or transferred unless otherwise disposed of (aA) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (B) in a transaction contemplated by paragraph (c) above which does not require that the Restricted Shares so transferred bear the legend set forth in paragraph (b) Holder hereof, or (ii) the holder of such Restricted Shares has met the requirements for Transfer of such Restricted Shares under Rule 144(k) under the Securities Act. Whenever the restrictions imposed by this Section shall terminate, the holder of any Restricted Shares as to which such restrictions have delivered terminated shall be entitled to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in paragraph (b) above and not containing any other reference to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationrestrictions imposed by this Section. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. Except as otherwise permitted in this ARTICLE XVI, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, may be assigned or otherwise transferred by Tenant, whether voluntarily, involuntarily, directly or indirectly, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant (unless expressly permitted under Section 14.4), or used or occupied or permitted to be used or occupied by anyone other than Tenant, or for any use or purpose other than the Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord, which consent, except as otherwise expressly provided in this Lease, may be withheld by Landlord in its sole and absolute discretion. The provisions of this Section 16.1 shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than Tenant, whether or not in violation of the terms and conditions of the Lease, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Lease shall be deemed a waiver of the provisions of this ARTICLE XVI, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance of covenants on the part of Tenant to be performed hereunder. Any consent by Landlord to a particular assignment, subletting or occupancy or other act for which Landlord’s consent is required under this Section 16.1 shall not in any way diminish the prohibition stated in this Section 16.1 as to any further such assignment, subletting or occupancy or other act or the continuing liability of the original named Tenant. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder, and Tenant shall remain fully and primarily liable therefor. 16.1.1 Except as provided in Section 16.2, if Tenant shall desire to sublet all or any portion of the Premises or assign this Lease, Tenant shall submit to Landlord a written request for Landlord’s consent to such sublet or assignment, which request (the “Request”) shall contain or be accompanied by the following information: (a) This Warrant The name and address of proposed subtenant or assignee; (b) A duplicate original or photocopy of the sublease agreement or assignment and assumption agreement; (c) The nature and character of the business of the proposed subtenant or assignee and its proposed use of the Premises; and (d) Banking, financial and other credit information with respect to the proposed subtenant or assignee as has been provided or which can be reasonably obtained by Tenant to enable Landlord to determine the financial responsibility of the proposed subtenant or assignee; and (e) A certification from the Tenant and the rights granted proposed assignee or subtenant that the proposed assignee or subtenant is a Non-Profit Company. 16.1.2 The form of every proposed sublease or instrument of assignment, including an assignment expressly permitted under this Section 16.1, (A) shall be in form reasonably satisfactory to Holder are transferableLandlord, and, without limitation, (1) shall not provide for a rental or other payment for the occupancy or utilization of the space demised thereby based in whole or in part on the income or profits derived by any person from the property so leased, used, occupied or utilized other than an amount based on a fixed percentage or percentages of gross receipts or sales, and (2) shall provide that no person having an interest in the possession, use, occupancy or utilization of the space demised thereby shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of such space which provides for a rental or other payment for such use, occupancy or utilization based in whole or in part on the income or profits derived by any person from the property so leased, used, occupied or utilized other than an amount based on a fixed percentage or percentages of gross receipts or sales, and that any such purported lease, sublease, concession or other agreements shall be absolutely void and ineffective ab initio, and (B) shall comply with the applicable provisions of this ARTICLE XVI. 16.1.3 Tenant shall reimburse Landlord on demand (and in no event later than the effective date of any assignment or sublease) for any reasonable costs incurred by Landlord in connection with any proposed assignment or subletting including, without limitation, the reasonable costs of making investigations as to the acceptability of the proposed assignee or subtenant and all reasonable costs incurred in connection with the granting of the requested consent, including, without limitation, any legal, appraisal, recording, title, document preparation or closing fees paid to third parties, and any mortgage recording taxes. Notwithstanding the provisions of the above, Tenant shall remain liable to Landlord for any such costs that may be incurred by Landlord after the effective date of any assignment consented to in accordance with the terms of this paragraph. 16.1.4 In no event shall any assignment, or any subletting to which Landlord may have or may not have consented, release Tenant from its obligations under this Lease, or constitute consent to any further assignment or subletting, provided however that effective upon assignment of this Lease from Rocketship Education to the holder of the Charter School Contract, Rocketship Education shall have no further obligations hereunder. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not (a) sublet the Premises or assign this Lease on any basis such that the rental or other amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in on the form of Exhibit B attached hereto; provided, however, that income or profits derived by any transfer person from the Premises or assignment shall be subject to by the approval business activities of the Companysublessee or assignee; (b) sublet the Premises or assign this Lease to any person, such approval not to be unreasonably withheld and the conditions directly or indirectly, in which Landlord owns (by applying constructive ownership rules set forth in Section 7(b856(d)(5) below. of the Internal Revenue Code) a ten percent (b10%) Holder represents and warrants that it understands that, except or greater interest as set forth in defined by Section 8 below, 856(d)(2)(B) of the Company is under no obligation to register this Warrant Internal Revenue Code; or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under sublet the Securities Act Premises or assign this Lease in any other manner or otherwise derive any income which could cause any portion of the amounts received by Landlord pursuant to an effective registration statementthis Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Internal Revenue Code, or which could cause any certificates representing Warrant Shares issued other income received by Landlord to fail to qualify as income described in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”Section 856(c), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant and Until the rights granted third anniversary of the Effective Date, Executive shall not Transfer any interest in any shares of Executive Stock, except for (i) Transfers to Holder are transferablemembers of Executive's Family Group, in whole or in part, (ii) Transfers upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval Sale of the Company, such approval not (iii) Transfers pursuant to be unreasonably withheld and the conditions participation rights set forth in Section 7(bparagraph 2(d) of the Shareholders Agreement (as defined below), and (iv) Transfers of Option Shares after consummation of a Public Offering; provided that prior to any such Transfer to a member of Executive's Family Member Group, such member shall agree in writing to be bound by the provisions of this Agreement with respect to the Executive Stock. (b) Holder represents Executive acknowledges and warrants agrees that it understands that, except as shares of Executive Stock are subject to the restrictions on transfer set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion Shareholders Agreement of counsel, in form, substance and scope reasonably acceptable to the Company, dated as of the Effective Date, by and among Executive and each of the other persons named therein, as the same may be amended and modified from time to time (the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration"Shareholders Agreement"). (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act In addition to any other legend required pursuant to an effective registration statementthe Stockholders Agreement or otherwise, any the certificates representing Warrant Shares issued in accordance with this Warrant the Executive Stock shall bear a legend substantially in the following formlegend: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (WERE ORIGINALLY ISSUED ON OCTOBER 30, 1998, AND ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A MANAGEMENT AGREEMENT AMONG THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER ISSUER AND THE SECURITIES ACT ORIGINAL HOLDER HEREOF DATED AS OF 1933OCTOBER 30, 1998, AS AMENDED (THE “SECURITIES ACT”), AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) OBTAINED BY THE HOLDER HEREOF SHALL HAVE DELIVERED TO AT THE COMPANY A WRITTEN OPINION ISSUER'S PRINCIPAL PLACE OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONBUSINESS WITHOUT CHARGE."

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, Tenant will not assign or encumber this Lease in whole or in part, upon surrender nor sublet all or any part of the Premises, without the prior written consent of Landlord, which consent Landlord will not unreasonably withhold or delay, except as provided in this WarrantSection 14. The consent by Landlord to any 1. Notwithstanding any provision to the contrary in this Lease, Tenant may, without Landlord’s prior written consent and without any participation by Landlord in assignment and subletting proceeds, sublet the Premises or assign this Lease to: (i) a subsidiary, affiliate, division or corporation controlled or under common control with Tenant-, (ii) a successor corporation related to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action; or (iii) a purchaser of substantially all of Tenant’s assets (collectively, “Permitted Assignees”), provided that, within ten (10) days following the effective date of such transaction, Tenant gives Landlord written notice of the transaction and sufficient information to evidence that the transaction satisfies the foregoing requirements, together with a properly executed warrant power the Permitted Assignee’s assumption of Tenant’s obligations hereunder in the form case of Exhibit B attached hereto; providedan assignment. For the purpose of this Lease, howeversale or transfer of Tenant’s capital stock through any public exchange shall not be deemed an assignment, that subletting, or any other transfer or assignment shall be subject to the approval of the Company, such approval Lease or the Premises. Landlord’s consent to any proposed assignment or subletting shall not to be unreasonably withheld and and, if not given or withheld within fifteen (1 5) days following Landlord’s receipt of the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands thatTransfer Notice, except as set forth in Section 8 belowshall be deemed given, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and provided that the Warrant and Warrant Shares Transfer Notice informs Landlord that the failure to respond within fifteen (15) days will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationdeemed Landlord’s consent. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. Subject to the provisions of Sections 11.3, ----------------------- 11.4 and 11.5, Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned, assign, or otherwise transfer or convey this Lease or any interest herein or sublet the Premises or any part thereof or enter into any licenses or concessions or permit the use and occupancy of the Premises by any party other than Tenant, its affiliates, subsidiaries, joint ventures or its Defense Contracting Audit Agency (aDCAA) This Warrant auditors or transfer the Premises or any part thereof by operation of law or other voluntary or involuntary transfer (any such assignment, sublease or any of the other foregoing shall sometimes be hereinafter referred to as a "Transfer). Tenant shall not mortgage or encumber this Lease or any interest herein without the prior written consent of Landlord, which consent may be withheld at Landlord's absolute discretion, and any such mortgage or encumbrance shall be deemed a "Transfer." Any Transfer without Landlord's consent shall constitute an Event of Default by Tenant under this Lease, without the rights granted benefit of any additional notice or cure period specified in Section 22.2(ii) herein, and in addition to Holder are transferableall of Landlord's other remedies at law, in whole equity or under this Lease, such Transfer shall be voidable at Landlord's election. In addition, this Lease shall not, nor shall any interest of Tenant herein be assignable by operation of law without the written consent of Landlord. For purposes of this Article 11, if Tenant is a corporation, partnership or other entity, (i) any transfer, assignment, encumbrance or hypothecation of fifty percent (50%) or more (individually or in partthe aggregate) of any stock or other ownership interest in such entity, upon surrender (ii) any transfer, assignment, hypothecation or encumbrance that changes the current management and effective control of Tenant's business by and from Xxxxxx X. Xxxxxxxx, and/or (iii) any transfer, assignment, hypothecation or encumbrance of any controlling ownership or voting interest in such entity, or any merger or consolidation in which the Tenant is involved, shall be deemed an assignment of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment Lease and shall be subject to the approval all of the Company, such approval not to be unreasonably withheld restrictions and provisions contained in this Article 11. Notwithstanding the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 belowforegoing, the Company immediately preceding sentence shall not apply to any transfers of stock of Tenant if Tenant is, or becomes, a publicly-held corporation and such stock is under no obligation to register this Warrant transferred publicly over a recognized security exchange or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationover-the-counter market. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant and The Restricted Shares shall not be transferable except upon the rights granted conditions specified in this Section, which conditions are intended to Holder are transferable, in whole or in part, upon surrender of this Warrant, together insure compliance with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval provisions of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowSecurities Act. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, Each certificate representing Restricted Shares shall (unless otherwise permitted by the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion provisions of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. paragraph (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance and (d) below) be stamped or otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED OTHERWISE DISPOSED OF UNLESS (A) SUBSEQUENTLY AND UNTIL SUCH SHARES ARE REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR IS NOT REQUIRED AND (B2) THE HOLDER HEREOF SHALL HAVE DELIVERED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE IS FURNISHED TO THE COMPANY, COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE SHARES TO BE OFFERED FOR SALEACT IS NOT REQUIRED." The foregoing legend shall be removed from the certificates representing any Registrable Shares at the request of the holder thereof at such time as they become registered and sold under the Securities Act or eligible for resale pursuant to Rule 144(k) under the Securities Act. (c) The holder of any Restricted Shares by acceptance thereof agrees, SOLDprior to any Transfer of any Restricted Shares, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALEto give written notice to the Company of such holder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section. Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, SOLDthe holder delivering such notice shall deliver a written opinion, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONaddressed to the Company, of counsel for the holder of Restricted Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such Restricted Shares under the Securities Act or the securities or "blue sky" laws of any state of the United States. Such holder of Restricted Shares shall be entitled to Transfer such Restricted Shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer and request such opinion within fifteen days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within fifteen days after delivery of such opinion. Each certificate or other instrument evidencing the securities issued upon the Transfer of any Restricted Shares (and each certificate or other instrument evidencing any untransferred balance of such Registered Shares) shall bear the legend set forth in paragraph (b) above unless (i) in such opinion of counsel to the holder of Restricted Shares (which opinion and counsel shall be reasonably acceptable to the Company) registration of any future Transfer is not required by the applicable provisions of the Securities Act or (ii) the Company shall have waived the requirement of such legends. (d) Notwithstanding the foregoing provisions of this Section, the restrictions imposed by this Section upon the transferability of any Restricted Shares shall cease and terminate when (i) any such Restricted Shares are sold or otherwise disposed of (A) pursuant to an effective registration statement under the Securities Act or (B) in a transaction contemplated by paragraph (c) above which does not require that the Restricted Shares so transferred bear the legend set forth in paragraph (b) hereof, or (ii) the holder of such Restricted Shares has met the requirements for Transfer of such Restricted Shares under Rule 144(k) under the Securities Act (subject to the delivery of opinions as set forth above). Whenever the restrictions imposed by this Section shall terminate, the holder of any Restricted Shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in paragraph (b) above and not containing any other reference to the restrictions imposed by this Section.

Restriction on Transfer. Such Purchaser understands that: (a) This Warrant and the rights granted other than to Holder are transferablea person directly or indirectly controlling, in whole controlled by, or in partcommon control with, upon surrender of this Warrantsuch Purchaser (any such person, together with a properly executed warrant power an "Affiliate"), neither the Shares nor the Warrants will be transferable in the form absence of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares a registration under the Securities Act and that or an exemption therefrom or in the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or absence of compliance with any term of this Agreement; (b) Holder shall have delivered the Company may provide stop transfer instructions to its transfer agent with respect to the Company a written opinion of counsel, Shares and the Warrants in form, substance order to enforce the restrictions contained in this Section 5.3 and scope reasonably acceptable to the Company, to the effect confirm that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. Purchaser has complied with its obligations contained in Section 10.2 hereof; and (c) Unless upon their issuance each certificate representing Shares shall be in the name of such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant Purchaser and shall bear a legend substantially in the following form: legends (in addition to any legends required under applicable securities laws): "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT ONLY BE OFFERED FOR SALESOLD, SOLDPLEDGED, TRANSFERRED OR ASSIGNED UNLESS (A) OTHERWISE DISPOSED OF BY PURCHASER IF SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO LAWS, UNLESS THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT DETERMINES THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONREGISTRATION REQUIREMENT IS AVAILABLE." The legend contained in this Section 5.3 shall be removed from a stock certificate immediately upon receipt by the Company's transfer agent of a certificate substantially in the form of APPENDIX I attached hereto. Notwithstanding the foregoing, such Shares must be held in certificated form until such Shares have been sold in accordance with the provisions of APPENDIX I attached hereto.

Restriction on Transfer. (a) This Warrant and the rights granted to 7.1 Each Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, acknowledges that any transfer or assignment shall be subject to the approval of the Company, such approval its Common Stock has not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares been registered under the Securities Act and that the Warrant and Warrant Shares will as such its Common Stock may not be characterized as “restricted securities” transferred except pursuant to an effective Registration Statement under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Each Holder agrees that it will not make any Disposition at any time if such registration. action would or would be likely to (a) constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Common Stock under any such laws or a breach of any undertaking or 16 agreement of such Holder entered into pursuant to such laws or in connection with obtaining an exemption thereunder, (b) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940 or (c) Unless upon their issuance such Warrant Shares are then registered be a non-exempt “prohibited transaction” under ERISA or Section 4975 of the Securities Act pursuant Code or cause all or any portion of the assets of the Company to an effective registration statementconstitute “plan assets” for purposes of fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code. 7.2 To the extent certificated, any certificates each certificate representing Warrant Shares Common Stock (if any) or other instrument (including a statement issued by the registrar in accordance connection with this Warrant a book-entry system) representing Common Stock shall bear (unless otherwise permitted by the provisions of Section 7.4 below) be stamped or otherwise imprinted with a legend in substantially in the following form: “THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALEREOFFERED, SOLD, TRANSFERRED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR (B) OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE ACT IS SUBJECT TO THE COMPANY, ’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT ALSO SUBJECT TO AN EXEMPTION AMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT, DATED AS OF JANUARY [●], 2018, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN, AS THE SAME MAY BE AMENDED, RESTATED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME. THE TERMS OF SUCH REGISTRATIONAMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON 17 TRANSFER AND OWNERSHIP OF THE SECURITIES REPRESENTED HEREBY. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” 7.3 Each Holder by acceptance thereof agrees, prior to any Disposition, to give written notice to the Company of such Holder’s intention to effect such Disposition and to comply in all other respects with the terms and conditions of this Agreement. Each such notice shall describe the manner and circumstances of the proposed Disposition. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for such Holder, stating that in the opinion of such counsel (which opinion and counsel shall be satisfactory to the Company) such proposed Disposition of shares by such Holder does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the Company only and to the extent that the Board consents in writing in advance of such transfer, except as permitted pursuant to Section 5.1. Each certificate or other instrument evidencing the securities issued upon the transfer of any Common Stock shall bear the legend set forth in Section 7.2 above unless (a) in such opinion of counsel to the Holder of such shares (which opinion and counsel shall be acceptable to the Company) registration of any future transfer is not required by the applicable provisions of the Securities Act or (b) the Company shall have waived the requirement of such legends. 7.4 Notwithstanding the foregoing provisions of this Section 7, the restrictions imposed by this Section upon the transfer and ownership of any Common Stock shall cease and terminate when (a) any such shares are sold or otherwise disposed of (i) pursuant to an effective Registration Statement under the Securities Act or (ii) in a transaction contemplated by Section 7.3 above which does not require that the shares so transferred bear the legend set forth in Section 7.2 hereof or (b) the holder of such shares has met the requirements for transfer of such shares under Rule 144 under the Securities Act (subject to the delivery of opinions as set forth above). Section 8.

Restriction on Transfer. In connection with the security interest ----------------------- granted by Lichtin and Xxxxxxxxx under paragraph 11 hereof, each of Lichtin and Xxxxxxxxx agrees that any shares of Common Stock and any portion of Lichtin's and Xxxxxxxxx'x Partnership Interests included in the Collateral shall not be Transferred without the consent of the General Partner until the third anniversary of the date hereof; provided, however, that Lichtin or Xxxxxxxxx may Transfer all or any portion of such shares of Common Stock or Partnership Interests to an Affiliate of such person (so long as such Affiliate remains an Affiliate of such person), subject to the prior security interest granted in paragraph 11 hereof and to the restrictions contained in Article IX of the Partnership Agreement; provided further, however, that the restrictions imposed by this paragraph 13 shall be extended with respect to Lichtin and Xxxxxxxxx if there has been delivered to the Contributors a Notice of Breach and the indemnification obligation with respect thereto remains unsatisfied, or there is pending a dispute with respect to such obligation, until such dispute is finally resolved or satisfied in accordance with paragraph 11 hereof. Notwithstanding the foregoing, Lichtin and Xxxxxxxxx may, with the consent of the General Partner in its sole and absolute discretion, be relieved of the restrictions on transferability contained in this paragraph 13 by (a) This Warrant consenting to personal liability (by execution and delivery of an agreement to such effect in form and substance reasonably satisfactory to the General Partner) for any indemnification obligations secured by a Partnership Interest or Common Stock, or (b) pledging (by execution and delivery of a pledge agreement or amendment to this Second Amendment in form and substance reasonably satisfactory to the General Partner) substitute collateral that, in the reasonable determination of the General Partner, is substantially equivalent in value to the Partnership Interests or Common Stock described in this paragraph 13. In the event that Lichtin and Xxxxxxxxx are relieved of the restrictions on transferability in accordance with the terms of this paragraph 13, the security interest in the Partnership Interests and Common Stock granted to the General Partner, the Partnership and the rights granted Company pursuant to Holder are transferableparagraph 11 hereof shall terminate without further action, and the Partnership and the Company, at the request of Lichtin or Xxxxxxxxx, shall promptly execute and deliver any document or instrument reasonably requested by Lichtin or Xxxxxxxxx to evidence such termination. Upon exercise of the Rights with respect to any Partnership Units included in the Collateral, the Partnership, in whole or in partperfection of the security interest herein granted, shall retain the certificate(s) representing the portion, if any, of the Common Stock issued upon surrender of this Warrant, together with a properly executed warrant power such exercise that is included in the form of Exhibit B attached heretoCollateral; provided, however, that any transfer or assignment such certificate shall be subject returned to the approval Lichtin and Xxxxxxxxx upon termination of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued security interest in accordance with the terms of this Warrant shall bear a legend substantially Second Amendment. If any portion of the Partnership Interests of the Contributors included in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Collateral is represented by certificates, AS AMENDED (THE “SECURITIES ACT”)the Partnership shall retain such certificates in perfection of the security interest herein granted; provided, AND MAY NOT BE OFFERED FOR SALEhowever, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONthat any such certificate shall be returned to Lichtin and Xxxxxxxxx upon termination of the security interest in accordance with the terms of this Second Amendment.

Restriction on Transfer. 2.1 Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until: (a) This Warrant and the rights granted to Holder are transferable, There is then in whole or in part, upon surrender of this Warrant, together with effect a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (i) The transferee has agreed in writing to be bound by this Section 2, (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (iii) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of paragraphs (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners or former partners in accordance with partnership interests, (ii) a corporation to its shareholders in accordance with their interest in the corporation, (iii) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (iv) to the Holder's family member or trust for the benefit of an individual Holder, provided the transferee will be subject to the terms of this Section 2 to the same extent as if he were an original Holder hereunder. 2.2 Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, as provided elsewhere in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: Agreement): THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES "ACT”), ") AND MAY NOT BE OFFERED FOR SALEOFFERED, SOLDSOLD OR OTHERWISE TRANSFERRED, TRANSFERRED ASSIGNED, PLEDGED OR ASSIGNED HYPOTHECATED UNLESS (A) SUBSEQUENTLY AND UNTIL REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) UNLESS THE HOLDER HEREOF SHALL HAVE DELIVERED COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY A WRITTEN OPINION OF COUNSELAND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 2.3 The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder thereof if the holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, IN FORMqualification or legend. 2.4 Subject to Section 2.3 above, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONany legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

Restriction on Transfer. (a) This Warrant The Merger Shares to be issued at the Effective Time pursuant to the Merger and any shares of capital stock or other securities received with respect thereto (collectively, the "Restricted Securities") shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer") except upon the conditions specified in this Section 6.2, which conditions are intended to insure compliance with the provisions of the Securities Act. Each of the Shareholder and AOL shall observe and comply with the Securities Act and the rights granted rules and regulations promulgated by the SEC thereunder as now in effect or hereafter enacted or promulgated, and as from time to Holder are transferabletime amended, in whole or in part, upon surrender connection with any Transfer of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowRestricted Securities beneficially owned by them. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Each certificate representing Restricted Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered issued to the Company a written opinion Shareholder and each certificate for such securities issued to subsequent transferees of counsel, in form, substance any such certificate shall (unless otherwise permitted by the provisions of Sections 6.2(c) and scope reasonably acceptable to the Company, to the effect that the securities to 6.2(d) hereof) be offered for sale, sold, assigned stamped or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY APPLICABLE STATE SECURITIES ACT”), AND OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO AN THE CONDITIONS SPECIFIED IN SECTION 6.2 OF TEE AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JANUARY 31, 1997 AMONG iVILLAGE, INC., HRS ACQUISITION CORPORATION, HEALTH RESPONSEABILITY SYSTEMS, INC. AND THE OTHER SIGNATORIES THERETO AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE REGISTRATION STATEMENT UNDER UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, iVILLAGE, INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF SHALL HAVE DELIVERED A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY A WRITTEN OPINION SECRETARY OF COUNSELiVILLAGE, IN FORMINC." (c) The Shareholder agrees, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANYprior to any Transfer of Restricted Securities, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONto give written notice to Purchaser of her intention to effect such Transfer and to comply in all other respects with the provisions of this Section 6.

Restriction on Transfer. (a) This Warrant and The Restricted Shares shall not be transferable except upon the rights granted conditions specified in this Section, which conditions are intended to Holder are transferable, in whole or in part, upon surrender of this Warrant, together insure compliance with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval provisions of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowSecurities Act. (b) Holder represents Each certificate representing Restricted Shares issued after the date hereof shall (unless otherwise permitted by the provisions of paragraph (c) and warrants that it understands that(d) below) be stamped or otherwise imprinted with a legend in substantially the following form: 22 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, except as set forth THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SET FORTH WITHIN A STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 25, 1997 (AS HERETOFORE OR HEREAFTER AMENDED) AMONG YOUNG AMERICA HOLDINGS, INC., AND THE OTHER PARTIES NAMED THEREIN AND THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF JULY , 1998 (AS HERETOFORE OR HEREAFTER AMENDED), AMONG YOUNG AMERICA HOLDINGS, INC., AND THE OTHER PARTIES NAMED THEREIN, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF YOUNG AMERICA HOLDINGS, INC." (c) The holder of any Restricted Shares by acceptance thereof agrees, prior to any Transfer of any Restricted Shares, to give written notice to the Company of such holder's intention to effect such Transfer and to comply in Section 8 belowall other respects with the provisions of this Section. Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, the Company is under no obligation holder delivering such notice shall deliver a written opinion, addressed to register this Warrant the Company, of counsel for the holder of Restricted Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or the Warrant qualification of such Restricted Shares under the Securities Act Act. Such holder of Restricted Shares shall be entitled to Transfer such Restricted Shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer and that request such opinion within fifteen days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within fifteen days after delivery of such opinion. Each certificate or other instrument evidencing the Warrant securities issued upon the Transfer of any Restricted Shares (and Warrant each certificate or other instrument evidencing any untransferred balance of such Registered Shares) shall bear the legend set forth in paragraph (b) above unless (i) in such opinion of counsel to the holder of Restricted Shares will (which opinion and counsel shall be characterized as “restricted securities” under reasonably acceptable to the Company) registration of any future Transfer is not required by the applicable provisions of the Securities Act because they are being acquired from or (ii) the Company in a transaction not involving a public offeringshall have waived the requirement of such legends. Holder also represents 21 23 (d) Notwithstanding the foregoing provisions of this Section 15, the restrictions imposed by this Section 15 upon the transferability of any Restricted Shares shall cease and warrants that it understands that neither the Warrant nor the Warrant terminate when (i) any such Restricted Shares may be offered for sale, sold, assigned are sold or transferred unless otherwise disposed of (aA) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (B) in a transaction contemplated by paragraph (c) above which does not require that the Restricted Shares so transferred bear the legend set forth in paragraph (b) Holder shall have delivered to hereof, or (ii) the Company a written opinion holder of counsel, in form, substance and scope reasonably acceptable to such Restricted Shares has met the Company, to the effect that the securities to be offered requirements for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from Transfer of such registration. (cRestricted Shares under Rule 144(k) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant (subject to an effective registration statementthe deliver of opinions as set forth above). Whenever the restrictions imposed by this Section shall terminate, the holder of any certificates representing Warrant Restricted Shares issued as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in accordance with paragraph (b) above and not containing any other reference to the restrictions imposed by this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORPSection. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONSection 16.

Restriction on Transfer. Except for transfers permitted by clauses (aw), (x), (y) This Warrant and the rights granted to Holder are transferable, in whole (z) of Section 2(a) or in part, upon surrender a sale of this Warrant, together with a properly executed warrant power in the form shares of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered Stock pursuant to an effective registration statement under the Securities Act and applicable state securities laws filed by KSL, the Recipient agrees that he will not transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of Stock (bany such act being herein referred to as a "transfer") Holder shall have delivered at any time prior to the Company fifth anniversary of the Trigger Date; provided that after the closing of a written opinion Qualified Public Offering (as defined in Section 7), the restriction on the transfer provided in this Section 3 shall not apply as of counselany date (a "Calculation Date") to a number of shares of Stock (the "Unrestricted Shares") held in the aggregate by the Recipient, in formthe Recipient's Trust, substance the Recipient's Estate and/or any Pledgee equal to (i) that number of shares of Stock acquired by the Recipient through the exercise of Options which does not exceed the product of the total number of shares of Stock covered by the options issued on the Trigger Date times the Unrestricted Percentage less (ii) the total number of shares of Stock transferred by the Recipient, the Recipient's Trust, the Recipient's Estate or a Pledgee after the date hereof, other than through transfers permitted by clauses (x), (y) and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned (z) of Section 2(a) or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act a sale of Stock pursuant to an effective registration statement, statement filed by KSL. No transfer of any certificates representing Warrant Shares issued such shares of Stock in accordance with this Warrant violation hereof shall bear a legend substantially in be made or recorded on the following formbooks of KSL and any such transfer shall be void and of no effect. The Unrestricted Percentage shall be determined as follows: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.Unrestricted Calculation Date Percentage ---------------- ---------- Trigger Date through and including the -0- first anniversary of the Trigger Date After the first anniversary of the 20% Trigger Date through and including the second anniversary of the Trigger Date After the second anniversary of the 40% Trigger Date through and including the third anniversary of the Trigger Date After the third anniversary of the 60% Trigger Date through and including the fourth anniversary of the Trigger Date After the fourth anniversary of the 80% Trigger Date through and including the fifth anniversary of the Trigger Date After the fifth anniversary of the 100% Trigger Date

Restriction on Transfer. (a) This Warrant and the rights granted to Holder Warrant Shares issuable upon exercise hereof are transferable, subject in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject all respects to the approval terms and conditions of the CompanyInvestors' Rights Agreement. No transfer, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands thatsale, except as set forth in Section 8 belowassignment, the Company is under no obligation to register hypothecation or other disposition of this Warrant or the Warrant Shares issuable upon exercise hereof may be made except in accordance with the provisions of the Investors' Rights Agreement (it being understood that any transfer of Common Stock permitted under the Securities Act provisions of the Investors' Rights Agreement shall be a permitted transfer with respect to this Warrant and that the Warrant Shares). The Holder, by acceptance of this Warrant, agrees to be bound by the applicable provisions of the Investors' Rights Agreement and all applicable benefits of the Investors' Rights Agreement shall inure to such Holder. Notwithstanding anything else herein, this Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction is not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for saletransferable by Holder, sold, assigned or transferred unless (a) subsequently registered pursuant except to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion Affiliate of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationHolder. (ci) Unless upon their issuance such Except as otherwise provided in this Section 4.5, each certificate for Warrant Shares are then registered under initially issued upon the Securities Act pursuant to an effective registration statementexercise of this Warrant, any certificates representing and each certificate for Warrant Shares issued in accordance to any transferee of any such certificate, shall be stamped or otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY STATE SECURITIES ACT”), LAWS AND MAY NOT BE OFFERED FOR TRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS OR THE RULES AND REGULATIONS THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN INVESTORS' RIGHTS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE, SOLDASSIGNMENT, TRANSFERRED PLEDGE, HYPOTHECATION OR ASSIGNED UNLESS OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH INVESTORS' RIGHTS AGREEMENT. THE HOLDER OF THESE SECURITIES AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH INVESTORS' RIGHTS AGREEMENT. (Aii) SUBSEQUENTLY Except as otherwise provided in this Section 4.5, each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO AN INVESTORS' RIGHTS AGREEMENT (B) A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH INVESTORS' RIGHTS AGREEMENT. THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES THIS WARRANT AGREES TO BE OFFERED FOR SALEBOUND BY ALL OF THE PROVISIONS OF SUCH INVESTORS' RIGHTS AGREEMENT. (c) Notwithstanding the provisions of Section 4.5(b), SOLD(i) the Company shall deliver Warrants or certificates for Warrant Shares without the first paragraph of the legend set forth in any such clause if the securities referred to in such clause shall have been registered under the Securities Act or if such legend is otherwise not required under the Securities Act, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALEand if such legend has been set forth on any previously delivered certificates, SOLDsuch legend shall be removed from any certificates at the request of the Holder if the securities referred to in such clause have been registered under the Securities Act, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONor if such legend is not otherwise required under the Securities Act, and (ii) the Company shall deliver Warrants or certificates for Warrant Shares without the second paragraph of the legend set forth in such clause if such legend is no longer required pursuant to the terms of the Investors' Rights Agreement.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, in whole or in part, upon surrender None of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for saletransferred, soldassigned, assigned hypothecated or transferred unless otherwise disposed of (aeach, a "transfer") subsequently registered by the Holder, except (i) a transfer of Warrant Shares to a Management Member, including pursuant to an effective registration statement under the Securities Act and applicable state securities laws Management Members Agreement, or in connection with a sale of such Warrant Shares by the Holder on behalf of such Management Member (bii) Holder shall have delivered a transfer of Warrant Shares to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred Escrow Account pursuant to an exemption from such registrationSection 4.5. The Warrant may not be transferred except to a successor of the Holder. (ci) Unless upon their issuance such Except as otherwise provided in this Section 4.5, each certificate for Warrant Shares are then registered under initially issued upon the Securities Act pursuant to an effective registration statementexercise of this Warrant, any certificates representing and each certificate for Warrant Shares issued in accordance to any transferee of any such certificate, shall be stamped or otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY STATE SECURITIES ACT”), LAWS AND MAY NOT BE OFFERED FOR SALETRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS OR THE RULES AND REGULATIONS THEREUNDER." (ii) Except as otherwise provided in this Section 4.5, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT." (Bc) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSELNotwithstanding the provisions of Section 4.5(b), IN FORMthe Company shall deliver Warrants or certificates for Warrant Shares without the legend set forth in any such clause if the securities referred to in such clause shall have been registered under the Securities Act or if such legend is otherwise not required under the Securities Act, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANYand if such legend has been set forth on any previously delivered certificates, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALEsuch legend shall be removed from any certificates at the request of the Holder if the securities referred to in such clause have been registered under the Securities Act, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONor if such legend is not otherwise required under the Securities Act.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power transfer endorsement in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld withheld, and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, that the Company is under no obligation to register this Warrant or any of the Warrant Shares Shares, under the Securities Act and that the this Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. The Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (ai) subsequently at that time they have been registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws laws, or (bii) the Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORPLIME ENERGY CO. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. (d) If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that Each certificate representing any transfer or assignment Registrable Security shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance imprinted with this Warrant shall bear a legend substantially in the following formform and a similar legend with respect to applicable state securities law, if required: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT RELATING TO THE “SHARES”) HAVE NOT BEEN REGISTERED SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (ii) RULE 144 UNDER SUCH ACT, OR (iii) AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR IS AVAILABLE. Prior to any proposed transfer of any of such Registrable Securities (Bother than under circumstances described in Sections 3 or 4 hereof), and so long as such securities bear the restrictive legend required under this paragraph (b), the holder thereof shall deliver to the Company (except in transactions demonstrated to the Company's reasonable satisfaction to be in compliance with Rule 144 or other available exemption under the Securities Act, or any substantially similar successor rule of the (i) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSELa written opinion of legal counsel reasonably satisfactory to the Company to the effect that the proposed transfer of such securities may be effected without registration or qualification under the Securities Act and any applicable state securities laws, IN FORMor (ii) a "no action" letter from the SEC (and any necessary state securities administrators) to the effect that the proposed transfer of such securities without registration will not result in a recommendation by the staff of the SEC (or such administrators) that action be taken with respect thereto, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONwhereupon the holder of such securities shall be entitled to transfer such securities in accordance with the terms of such opinion or "no action" letter. The Company shall remove the legend or legends from a certificate if it receives a written opinion of legal counsel reasonably satisfactory to the Company to the effect that such legend or legends are not required in order to establish compliance with any provision of the Securities Act or applicable state securities law.

Restriction on Transfer. The Purchaser understands that: (a) This Warrant and the rights granted other than to Holder are transferablea person directly or indirectly controlling, in whole controlled by, or in partcommon control with, upon surrender of this Warrantthe Purchaser (any such person, together with a properly executed warrant power an "Affiliate"), the Put Shares will not be transferable in the form absence of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares a registration under the Securities Act and that or an exemption therefrom or in the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or absence of compliance with any term of this Agreement; (b) Holder shall have delivered the Company may provide stop transfer instructions to its transfer agent with respect to the Company a written opinion of counsel, Put Shares in form, substance order to enforce the restrictions contained in this Section 5.3 and scope reasonably acceptable to the Company, to the effect confirm that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. Purchaser has complied with its obligations contained in Section 10.2 hereof; and (c) Unless upon their issuance such Warrant each certificate representing Put Shares are then registered under shall be in the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant name of the Purchaser and shall bear a legend substantially in the following form: legends (in addition to any legends required under applicable securities laws): "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT ONLY BE OFFERED FOR SALESOLD, SOLDPLEDGED, TRANSFERRED OR ASSIGNED UNLESS (A) OTHERWISE DISPOSED OF BY PURCHASER IF SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO LAWS, UNLESS THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT DETERMINES THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONREGISTRATION REQUIREMENT IS AVAILABLE." The legend contained in this Section 5.3 shall be removed from a stock certificate immediately upon receipt by the Company's transfer agent of a certificate substantially in the form of Appendix I attached hereto. Notwithstanding the foregoing, such Put Shares must be held in certificated form until such Put Shares have been sold in accordance with the provisions of Appendix I attached hereto.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, The Stockholders shall not Transfer any Restricted Shares except in whole or in part, upon surrender of this Warrant, together compliance with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth specified in this Section 7(b) below13. (b) Holder represents and warrants that it understands that, except as set forth Each certificate representing Restricted Shares shall (unless otherwise provided by the provisions of this Section 13) be stamped or otherwise imprinted with a legend in Section 8 below, substantially the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offeringfollowing terms: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR ANY STATE SECURITIES OR BLUE SKY LAWS. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationTHESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS." (c) Unless upon their issuance The holder of any Restricted Shares, by his or its execution hereof or acceptance or purchase thereof, agrees, prior to any Transfer of any such Warrant Restricted Shares are then registered under the Securities Act (except pursuant to an effective registration statement), to give written notice to the Company of such holder's intention to effect such transfer and agrees to comply in all other respects with the provisions of this Section 13. Each such notice shall describe the manner and circumstances of the proposed Transfer and, unless waived by the Company in its sole discretion, shall be accompanied by the written opinion, addressed to the Company, of counsel for the holder of such Restricted Shares (which counsel shall be reasonably satisfactory to the Company), stating that in the opinion of such counsel (which opinion shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such Restricted Shares under the Securities Act or the securities laws of any certificates representing Warrant state of the United States. Subject to complying with the other applicable provisions hereof, such holder of Restricted Shares issued shall be entitled to consummate such Transfer in accordance with this Warrant the terms of the notice delivered by it to the Company if the Company does not object to such transfer within five days after the delivery of such notice. Each certificate or other instrument evidencing the securities issued upon the transfer of any Restricted Shares (and each certificate or other instrument evidencing any untransferred balance of such securities) shall bear the legend set forth in this Section 13 unless (i) in such opinion of such counsel registration of future transfer is not required by the applicable provisions of the Securities Act or the securities laws of any state of the United States or (ii) the Company shall have waived in its sole discretion the requirement of such legend. (d) Notwithstanding the foregoing provisions of this Section 13, the restrictions imposed by this Section 13 upon the transferability of any Restricted Shares shall cease and terminate when (i) such Restricted Shares are sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in a registration statement or are sold or otherwise disposed of in a transaction contemplated by Section 13(c) which does not require that the securities transferred bear the legend substantially set forth in this Section 13, or (ii) the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORPholder of such Restricted Shares has met the requirement of transfer of such Restricted Securities pursuant to subparagraph (k) of Rule 144. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Whenever the restrictions imposed by this Section 13 shall terminate, AS AMENDED (THE “SECURITIES ACT”)as herein provided, AND MAY NOT BE OFFERED FOR SALEthe holder of any Restricted Shares shall be entitled to receive from the Company, SOLDwithout expense, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONa new certificate not bearing the restrictive legend set forth in this Section 13 and not containing any other reference to the restrictions imposed by this Section 13.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, Tenant will not assign this Lease in whole or in part, upon surrender nor sublet all or any part of the Premises (collectively and individually, a "TRANSFER"), without the prior written consent of Landlord, which consent Landlord will not unreasonably withhold, condition or delay. In no event may Tenant encumber or hypothecate this Lease. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. This prohibition against Transfers shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease is transferred by Tenant, or if the Premises or any part thereof are transferred or occupied by any person or entity other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such Transfer, occupancy or collection shall be deemed a waiver on the part of Landlord, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained unless expressly made in writing by Landlord. Irrespective of any Transfer, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this WarrantLease. Without limiting in any way Landlord's right to withhold its consent on any reasonable grounds, together it is agreed that Landlord will not be acting unreasonably in refusing to consent to a Transfer if, in Landlord's opinion, (i) the net worth or financial capabilities of such assignee or subtenant is less than that of Tenant at the date hereof, (ii) the proposed assignee or subtenant does not have the financial capability to fulfill the obligations imposed by the Transfer, (iii) the proposed Transfer involves a change of the then-current use of the Premises, or (iv) the proposed assignee or subtenant is not, in Landlord's reasonable opinion, of reputable or good character or consistent with Landlord's desired tenant mix for the Project. Subject to Section 14.5 below, if Tenant is a properly executed warrant power corporation, or is an unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the form aggregate in excess of Exhibit B attached hereto; provided, however, that any transfer or assignment forty-nine percent (49%) shall be subject to deemed an assignment within the approval meaning and provisions of the Companythis Section 14.1, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant at least twenty (20) days prior to an effective registration statement under such transfer, assignment or hypothecation or if such proposed transfer, assignment or hypothecation is not publicly known, promptly after such proposed transfer, assignment or hypothecation is made public, Tenant delivers to Landlord the Securities Act financial statements and applicable state securities laws other financial and background information of the person or entity acquiring such stock or interest; (b) Holder shall have delivered to the Company a written opinion financial net worth of counselthe Tenant immediately following such transfer, in form, substance and scope reasonably acceptable to assignment or hypothecation equals or exceeds that of Tenant as of the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. date of execution of this Lease; (c) Unless upon their issuance the use of the Premises remains unchanged; and (d) such Warrant Shares are then registered under transaction is not entered into as a subterfuge to avoid the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with restrictions and provisions of this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONSection 14.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, Tenant will not assign or encumber this Lease in whole or in part, upon surrender nor sublet all or any part of the Premises, without the prior written consent of Landlord, which consent Landlord will not unreasonably withhold, except as provided in this Section 14. The consent by Landlord to any assignment, encumbrance or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease is assigned by Tenant, or if the Premises or any part thereof are sublet or occupied by any person or entity other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver on the part of Landlord, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained unless expressly made in writing by Landlord. Irrespective of any assignment or sublease, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this WarrantLease. Without limiting Landlord’s right to withhold its consent on any reasonable grounds, together with a properly executed warrant power it is agreed that Landlord will not be acting unreasonably in refusing to consent to an assignment or sublease if, in Landlord’s opinion, (i) the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval quality of the Companyoperation of the proposed assignee or subtenant is not equal to that of the Tenant, (ii) such approval not to be unreasonably withheld and assignee or subtenant may adversely affect (a) the conditions set forth in Section 7(b) below. business of the other tenants, (b) Holder represents and warrants the tenant mix in the Project, or (c) Landlord’s ability to obtain percentage rent, (iii) the net worth or financial capabilities of such assignee or subtenant is less than that it understands thatof Tenant at the date hereof, except or (iv) the proposed assignment or sublease involves a change of use of the Premises from that specified herein. Any proposed assignee or subtenant which Xxxxxxxx does not disapprove shall be deemed a “Permitted Business”. If Tenant assigns this Lease or sublets the Premises to a third party who is not in any way affiliated or connected with Tenant by way of a merger, reorganization, consolidation or otherwise, any rent, additional rent or other compensation paid to Tenant in addition to the rent payable to Landlord as set forth in Section 8 belowthis Lease shall be paid by Tenant to Landlord as additional rent. If Tenant is a corporation, or is an unincorporated association or partnership, the Company is under no obligation to register this Warrant transfer, assignment or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company hypothecation of any stock or interest in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for salesuch corporation, sold, assigned association or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially partnership in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. aggregate in excess of forty nine percent (THE “COMPANY”49%) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONshall be deemed an assignment within the meaning and provisions of this Section 14.

Restriction on Transfer. (a) This Warrant The shares of Parent Common Stock to be issued to the Stockholders pursuant to the Merger and any shares of capital stock or other securities received with respect thereto (collectively, the "Restricted Securities") shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer") except upon the conditions specified in this Section 6.5, which conditions are intended to insure compliance with the provisions of the Securities Act. The Stockholders shall observe and comply with the Securities Act and the rights granted rules and regulations promulgated by the SEC thereunder as now in effect or hereafter enacted or promulgated, and as from time to Holder are transferabletime amended, in whole or in part, upon surrender connection with any Transfer of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowRestricted Securities beneficially owned by Stockholders. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Each certificate representing Restricted Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered issued to the Company a written opinion Stockholders and each certificate for such securities issued to subsequent transferees of counsel, in form, substance any such certificate shall (unless otherwise permitted by the provisions of Sections 6.5(c) and scope reasonably acceptable to the Company, to the effect that the securities to 6.5(d) hereof) be offered for sale, sold, assigned stamped or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY APPLICABLE STATE SECURITIES ACT”), AND OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO AN THE CONDITIONS SPECIFIED IN SECTION 6.5 OF THE AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF SEPTEMBER 28, 2001 AMONG ALLOY, INC., ALLOY ACQUISITION SUB, INC., DAN'S COMPETITION, INC., XXXXXX X. XXXXXXXXX AND XXXXXX X. XXXXXXXXX AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE REGISTRATION STATEMENT UNDER UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, ALLOY, INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF SHALL HAVE DELIVERED A CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY A WRITTEN OPINION SECRETARY OF COUNSELALLOY, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED INC. THESE SECURITIES ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT ALSO SUBJECT TO AN EXEMPTION INVESTMENT REPRESENTATION AND LOCKUP AGREEMENT, DATED AS OF SEPTEMBER 28, 2001 WITH ALLOY, INC. WHICH RESTRICTS THE TRANSFER THEREOF, A COPY OF WHICH CAN BE OBTAINED FROM SUCH REGISTRATIONALLOY, INC. AT ITS EXECUTIVE OFFICES." (c) Upon approval of the Merger by the Stockholders as contemplated hereby, each Stockholder is deemed to agree that, prior to any Transfer of Restricted Securities to give written notice to Parent of such Stockholder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 6.5. Each such notice shall describe the manner and circumstances of the proposed Transfer and, if requested by Parent, shall be accompanied by the written opinion, addressed to Parent, of counsel for the holder of such Restricted Securities, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to Parent) such proposed transfer does not involve a transaction requiring registration or qualification of such Restricted Securities under the Securities Act or the securities or "blue-sky" laws of any relevant state of the United States. The holder thereof shall thereupon be entitled to Transfer such Restricted Securities in accordance with the terms of the notice delivered by it to Parent. Each certificate or other instrument evidencing the securities issued upon the Transfer of any such Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such Restricted Securities) shall bear the legend set forth in Section 6.5(b) unless (x) in such opinion of counsel of Parent registration of any future Transfer is not required by the applicable provisions of the Securities Act or (y) Parent shall have waived the requirement of such legends. Such Stockholder shall not Transfer any Restricted Securities until such opinion of counsel has been given (unless waived by Parent or unless such opinion is not required in accordance with the provisions of this Section 6.5(c)). (d) Notwithstanding the foregoing provisions of this Section 6.5, the restrictions imposed by this Section 6.5 upon the transferability of Restricted Securities shall cease and terminate when (i) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act or as otherwise contemplated by Section 6.5(c) and, pursuant to Section 6.5(c), the securities so transferred are not required to bear the legend set forth in Section 6.5(b) or (ii) the holder of such Restricted Securities has met the requirements for Transfer of such Restricted Securities pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section 6.5 shall terminate, as herein provided, the holder of Restricted Securities as to which such restrictions have terminated shall be entitled to receive from Parent, without expense, a new certificate not bearing the restrictive legend set forth in Section 6.5(b) and not containing any other reference to the restrictions imposed by this Section 6.5. (e) The Stockholders understand and agree that Parent, at its discretion, may cause stop transfer orders to be placed with its transfer agent with respect to certificates for Restricted Securities owned by the Stockholders but not as to certificates for such shares of Parent Common Stock as to which the legend set forth in paragraph (b) of this Section 6.5 is no longer required because one or more of the conditions set forth in Section 6.5(d) shall have been satisfied, in the event of a proposed transfer in violation or breach of this Section 6.5 or that is or may otherwise be unlawful. (f) Neither Stockholder shall Transfer, or enter into any agreement, arrangement or understanding to Transfer, any shares of Parent Common Stock received in connection with the Merger to any employees or former employees of DCI or members of their immediate family if such Transfer, or entering into any such agreement, arrangement or understanding to Transfer, would result in any reduction of Parent's or the Surviving Corporation's earnings as determined in accordance with GAAP. Further, neither Stockholder shall take any action that would obligate Parent or the Surviving Corporation to issue or grant to any employee or former employee of the Surviving Corporation or to any other person any capital stock of Parent or the Surviving Corporation, or any option, warrant or other right to acquire any capital stock of Parent or the Surviving Corporation, without the prior written consent of the Parent's Board of Directors.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, Tenant will not assign or encumber this Lease in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that nor sublet all or any transfer or assignment shall be subject to the approval part of the CompanyPremises, such approval without the prior written consent of Landlord, which consent Landlord will not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands thatwithhold, except as set forth provided in this Section 8 below14. The consent by Landlord to any assignment, encumbrance or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease is assigned by Tenant, or if the Premises or any part thereof are sublet or occupied by any person or entity other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver on the part of Landlord, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained unless expressly made in writing by Landlord. Irrespective of any assignment or sublease, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. Without limiting in any way Landlord's right to withhold its consent on any reasonable grounds, it is agreed that Landlord will not be acting unreasonably in refusing to consent to an assignment or sublease if, in Landlord's opinion, (i) the net worth or financial capabilities of such assignee is less than that of Tenant at the date hereof, (ii) the proposed assignee or subtenant does not have the financial capability to fulfill the obligations imposed by the assignment, (iii) the proposed assignment or sublease involves a change of use of the Premises from that specified herein, or (iv) the proposed assignee or subtenant is not, in Landlord's reasonable opinion, of reputable or good character. Any proposed assignee or subtenant which Landlord does not disapprove shall be deemed a "PERMITTED BUSINESS." Except with respect to a transfer of stock of Tenant if Tenant is a publicly-held corporation and such stock is transferred publicly or through a recognized security exchange or over-the-counter market, if Tenant is a corporation, or is an unincorporated association or partnership, the Company is under no obligation to register this Warrant transfer, assignment or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company hypothecation of any stock or interest in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for salesuch corporation, sold, assigned association or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially partnership in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. aggregate in excess of forty-nine percent (THE “COMPANY”49%) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONshall be deemed an assignment within the meaning and provisions of this Section 14.1.

Restriction on Transfer. Proxies and Non-Interference; Stop Transfer. Except as expressly contemplated by this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, Stockholder shall not, directly or indirectly, (ai) This Warrant and cause or permit the rights granted Transfer of any of the Shares to Holder are transferablebe effected, or discuss, negotiate or make any offer regarding any Transfer of any of the Shares, (ii) grant any proxies or powers of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Shares in contravention of the obligations of Stockholder under this Agreement, (iii) request that NPS register the Transfer of any certificate or uncertificated interest representing any of the Shares, or (iv) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect, or have the effect of preventing or disabling Stockholder from performing any of Stockholder’s obligations under this Agreement. Stockholder hereby agrees that, in whole order to ensure compliance with the restrictions referred to herein, NPS may issue appropriate “stop transfer” instructions to its transfer agent in respect of the Shares. Notwithstanding the foregoing or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject anything to the approval of the Company, such approval not to be unreasonably withheld and the conditions contrary set forth in Section 7(b) below. (b) Holder represents and warrants that it understands thatthis Agreement, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with NPS, if any, as in effect as of the date hereof or any such plan or arrangement that is reinstated or adopted following the date hereof, (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSELStockholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of NPS Options after the date hereof, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONand (C) Stockholder may sell Shares for cash to the extent necessary to pay taxes estimated to be incurred as a direct result of the redemption or earlier conversion of Exchangeable Shares held by them on the date of this Agreement.

Restriction on Transfer. (a) This Warrant Preferred Shares held by an Investor and/or any Reserved Shares issued upon conversion of Preferred Shares held by an Investor shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer") except upon the conditions specified in this Section 8, which conditions are intended to ensure compliance with the provisions of the Securities Act. (b) Each certificate for shares of the capital stock of the Corporation held by an Investor and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the rights granted provisions of Sections 8(c) and 8(d)) be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 8 OF THE STOCK PURCHASE AGREEMENT DATED AS OF FEBRUARY 11, 1999, AMONG TELLIUM, INC. AND THE OTHER PARTIES THERETO, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID EFFECTIVE OR UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN SUCH CONDITIONS, THE SECRETARY OF TELLIUM, INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF TELLIUM, INC. (c) Each Investor agrees, prior to Holder are transferableany Transfer of such shares, to give written notice to the Corporation of such Investor's intention to effect such Transfer and to comply in whole or in part, upon surrender all other respects with the provisions of this WarrantSection 8. Each such notice shall describe the manner and circumstances of the proposed Transfer and shall be accompanied by the written opinion, together with a properly executed warrant power addressed to the Corporation, of counsel for the holder of such shares, stating that in the form opinion of Exhibit B attached heretosuch counsel (which opinion and counsel shall be reasonably satisfactory to the Corporation) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act or the securities "blue sky" laws of any relevant state of the United States; provided, however, that no such opinion of counsel shall be -------- ------- necessary for a Transfer by an Investor to an Affiliate or by an Investor that is a partnership to a liquidating trust for the benefit of its partners or to a partner of such Investor, or a retired partner of such Investor who retires after the date hereof, or the estate of any transfer such partner or assignment shall retired partner if the transferee agrees in writing to be subject to the approval terms of this Section 8 to the same extent as if such transferee were originally a signatory to this Agreement. Such Investor shall thereupon be entitled to Transfer such shares in accordance with the terms of the Company, notice delivered by it to the Corporation. Each certificate or other instrument evidencing the securities issued upon the Transfer of any such approval not to be unreasonably withheld shares (and each certificate or other instrument evidencing any untransferred balance of such shares) shall bear the conditions legend set forth in Section 7(b8(b) belowunless (x) in such opinion of counsel registration of any future Transfer is not required by the applicable provisions of the Securities Act or (y) the Corporation shall have waived the requirement of such legends, provided, -------- however, that such legend shall not be required on any certificate or other ------- instrument evidencing the securities issued upon such Transfer in the event such Transfer shall be made in compliance with the requirements of Rule 144 and the transferee is not an affiliate of the Corporation. No Investor shall Transfer any shares until such opinion of counsel has been given (unless waived by the Corporation or unless such opinion is not required in accordance with the provisions of this Section 8(c)). (bd) Holder represents and warrants that it understands thatNotwithstanding the foregoing provisions of this Section 8, except as set forth in the restrictions imposed by this Section 8 below, upon the Company is under no obligation to register this Warrant transferability of any shares of the capital stock of the Corporation held by an Investor shall cease and terminate when (i) any such shares are sold or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered otherwise disposed of pursuant to an effective registration statement under the Securities Act and applicable state or as otherwise contemplated by Section 8(c) and, pursuant to Section 8(c), the securities laws so transferred are not required to bear the legend set forth in Section 8(b) or (bii) Holder the holder of such shares has met the requirements for Transfer of such shares pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section 8 shall terminate, as herein provided, each Investor holding shares as to which such restrictions have delivered terminated shall be entitled to receive from the Corporation, without expense, a new certificate not bearing the restrictive legend set forth in Section 8(b) and not containing any other reference to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationrestrictions imposed by this Section 8. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This The shares of Alloy Common Stock to be issued to MarketSource pursuant to this Agreement, the Warrant, the Warrant Shares, and any shares of capital stock or other securities received with respect thereto (collectively, the "Restricted Securities") shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer") except upon the conditions specified in this Section 6.2, which conditions are intended to insure compliance with the provisions of the Securities Act. MarketSource shall observe and comply with the Securities Act and the rights granted rules and regulations promulgated by the SEC thereunder as now in effect or hereafter enacted or promulgated, and as from time to Holder are transferabletime amended, in whole or in part, upon surrender connection with any Transfer of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowRestricted Securities beneficially owned by MarketSource. (b) Holder represents Each certificate representing Restricted Securities issued to MarketSource and warrants that it understands that, except as set forth in Section 8 below, each certificate for such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the Company is under no obligation to register this Warrant provisions of Sections 6.2(c) and 6.2(d) hereof) be stamped or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY APPLICABLE STATE SECURITIES ACT”), AND OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO AN THE CONDITIONS SPECIFIED IN SECTION 6.2 OF THE ASSET PURCHASE AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN ALLOY, INC., ALLOY ACQUISITION SUB, INC. AND MARKETSOURCE CORPORATION AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE REGISTRATION STATEMENT UNDER UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, ALLOY, INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF SHALL HAVE DELIVERED A CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY A WRITTEN OPINION SECRETARY OF COUNSELALLOY, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED INC. THESE SECURITIES ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT ALSO SUBJECT TO AN EXEMPTION INVESTMENT REPRESENTATION AND LOCKUP AGREEMENT, DATED AS OF NOVEMBER 26, 2001 WITH ALLOY, INC. WHICH RESTRICTS THE TRANSFER THEREOF, A COPY OF WHICH CAN BE OBTAINED FROM SUCH REGISTRATIONALLOY, INC. AT ITS EXECUTIVE OFFICES." (c) Prior to any Transfer of Restricted Securities, MarketSource shall give written notice to Alloy of MarketSource's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 6.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, that the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, Tenant will not assign or encumber this Lease in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that nor sublet all or any transfer or assignment shall be subject to the approval part of the CompanyPremises, such approval without the prior mitten consent of Landlord, which consent Landlord will not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands thatwithhold, except as set forth provided in this Section 8 below14 The consent by Landlord to any assignment, encumbrance or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law If this Lease is assigned by Tenant, or it the Premises or any part thereof are sublet or occupied by any person or entity other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver on the part of Landlord, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the pan of Tenant herein contained unless expressly made in writing by Landlord irrespective of any assignment or sublease, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. Without limiting In any way Landlord’s right to withhold its consent on any reasonable grounds, it is agreed that Landlord will not be acting unreasonably in refusing to consent to an assignment or sublease if, in Landlord’s opinion, (i) the net worth or financial capabilities of such assignee is less than that of Tenant at the date hereof, (ii) the proposed assignee or subtenant does not have the financial capability to fulfill the obligations imposed by the assignment, (iii) the proposed assignment or sublease involves a change of use of the Premises from that specified herein, or (iv) the proposed assignee or subtenant is not, in Landlord’s reasonable opinion, of reputable or good character Any proposed assignee or subtenant which Landlord does not disapprove shall be deemed a “Permitted Business.” Except with respect to a transfer of stock of Tenant if Tenant is a publicly-held corporation and such stock is transferred publicly or through a recognized security exchange or over-the-counter market, if Tenant is a corporation, or is an unincorporated association or partnership, the Company is under no obligation to register this Warrant transfer, assignment or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company hypothecation of any stock or interest in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for salesuch corporation, sold, assigned association or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially partnership in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. aggregate in excess of forty-nine percent (THE “COMPANY”49%) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.shall be deemed an assignment within the meaning and provisions of this Section 14 1

Restriction on Transfer. Subject to the sentence below with respect to Permitted Transfers, without the prior written consent of the Majority Preferred Shareholders (including the Majority Series E Preferred Shareholders), none of the Founders shall transfer, assign, encumber or otherwise make the subject of disposition any Ordinary Shares directly or indirectly owned by them prior to the consummation of the Qualified IPO. For purposes of this Agreement, the term “transfer” shall include any direct or indirect sale, assignment, pledge, encumbrance or other disposition of any Ordinary Shares; in the case that any Ordinary Share is held by its ultimate beneficial owner through one or more level of holding companies, any transfer, repurchase, or new issuance of the shares of such holding companies or similar transactions that have the effect of change the beneficial ownership of such Ordinary Share shall be deemed as an indirect transfer of such Ordinary Share. The Parties agree that the restrictions on the transfer of the Ordinary Shares contained in this Agreement shall apply to such indirect transfer and shall not be circumvented by means of any indirect transfer of any Ordinary Shares. Notwithstanding the foregoing and subject to Section 3.2 below, (i) the foregoing restriction shall not extend to any direct or indirect transfer by any Founder of Ordinary Shares pursuant to the ESOP; (ii) the foregoing restriction shall not extend to any direct or indirect transfer by any Founder of Ordinary Shares pursuant to the exercise of any purchase or repurchase right triggered in the event of a termination of employment of such Founder in accordance with the ESOP; and (iii) the foregoing restriction shall not extend to any direct or indirect transfer (collectively the “Permitted Transfers”) by any Founder of any Ordinary Shares to the parents, children or spouse, or to trusts for the benefit of such Founder for bona fide estate planning purposes (with respect to such Founder, each, a “Permitted Transferee”), provided that (a) This Warrant and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment each Permitted Transferee shall be remain subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions restrictions set forth in this Agreement including this Section 7(b) below. 3, (b) Holder represents the relevant Founder shall retain the voting and warrants that it understands thatdisposition rights of such Ordinary Shares or over the management of such trust, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant if a transferee of Ordinary Shares are then registered under the Securities Act pursuant to an effective registration statementthis Section 3.1 at any time ceases to be a Permitted Transferee, the relevant Founder shall, prior to such transferee ceasing to be a Permitted Transferee, cause such transferee to transfer such Ordinary Shares to such transferring Founder or another Permitted Transferee. The Right of First Refusal under Section 4 and the Tag-along Right under Section 5 shall not apply to any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONsuch Permitted Transfer.

Restriction on Transfer. (a) This Warrant Except as permitted by this clause 11, each principal undertakes that it shall not (and shall procure that any member of its Group shall not) without the prior written consent of each Relevant Principal and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in Company and the form of Exhibit B attached hereto; provided, however, Company undertakes that it shall not (and shall procure that any member of its Group shall not) without the prior written consent of each Relevant Principal: (i) transfer any Restricted Securities; (ii) grant, declare, create or assignment shall be subject dispose of any right or interest in any Restricted Securities; or (iii) create or permit to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowexist any Security Interest over any Restricted Securities. (b) Holder represents and warrants The Company will ensure that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant any certificates for Ordinary Shares or the Warrant Shares under the Securities Act and that the Warrant and Warrant Preference Shares will be characterized endorsed with the following legends until such time as “restricted securities” under the Securities Act because they are being acquired from appropriate registrations have been made in respect of the Company share in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless question (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: case of the first paragraph) or clauses 11 and 12 of this Agreement cease to have effect (in the case of the second paragraph): "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES OF AMERICA SECURITIES ACT OF 1933, AS AMENDED (1933 OR UNDER ANY SECURITIES OR BLUE SKY LAWS OF ANY STATE OF THE “SECURITIES ACT”), UNITED STATES OF AMERICA AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION." "THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISION OF A SHAREHOLDERS AGREEMENT, DATED ___________, 2000, A COPY OF WHICH, AS IT MAY BE AMENDED FROM TIME TO TIME, IS MAINTAINED WITH THE CORPORATE RECORDS OF THE COMPANY." INITIAL PERIOD 11.3 Save for transfers for which consent is given under clause 11.2 or for intra-Group transfers permitted under clause 11.11, 11.12 and 11.13, each principal undertakes that it shall not and shall procure that no member of its Group shall transfer any Restricted Securities during a period of 18 months from the date of this Agreement. TRANSFER NOTICE 11.4 After the end of the initial period mentioned in clause 11.3 and before any principal (and/or any member of its Group) or the Company (and/or any member of its Group) (such principal or the Company being the SELLER) makes any transfer of all or any of the Restricted Securities held by them (the SELLER'S SECURITIES) (other than in connection with any Flotation and subject to clauses 11.11, 11.12 and 11.13), the Seller shall first give each Relevant Principal and the Company notice (a TRANSFER NOTICE) of the proposed transfer together with details of any proposed third party purchaser (the THIRD PARTY PURCHASER), the purchase price and other material terms which the Seller (or the relevant member of its Group) and the Third Party Purchaser have agreed. A Transfer Notice is irrevocable except as provided in this clause 11.

Restriction on Transfer. (a) This Warrant The undersigned understands and agrees that neither Holding nor Whitney shall be bound by any attempted sale, pledge, transfer or other disposition of any shares of Holding Common Stock or Whitney Common Stock, respectively, and Holding's and Whitney's respective transfer agents shall be given appropriate stop transfer instructions and shall not be required to register any such attempted sale, transfer or other disposition, unless in each case it has been effected in compliance with the rights granted to Holder are transferable, in whole or in part, upon surrender terms of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, Affiliate Agreement. The undersigned also understands and agrees that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares there will be characterized as “restricted securities” under placed on the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered certificates for sale, sold, assigned or transferred unless (a) subsequently registered shares of Whitney Common Stock received pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear Merger a legend substantially stating in the following formsubstance: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), APPLIES AND MAY NOT BE OFFERED FOR SALESOLD, SOLDPLEDGED, TRANSFERRED OR ASSIGNED OTHERWISE DISPOSED OF EXCEPT OR UNLESS (A1) SUBSEQUENTLY REGISTERED PURSUANT TO COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS ACT, (2) IN ACCORDANCE WITH RULE 145, OR (B3) IN ACCORDANCE WITH A LEGAL OPINION SATISFACTORY TO COUNSEL FOR WHITNEY HOLDING CORPORATION THAT SUCH SALE OR TRANSFER IS OTHERWISE EXEMPT FROM THE HOLDER HEREOF SHALL HAVE DELIVERED TO REGISTRATION REQUIREMENTS OF THE COMPANY A WRITTEN OPINION OF COUNSELSECURITIES ACT." Such legend also will be placed on any certificate representing Whitney securities issued subsequent to the original issuance of Whitney Common Stock pursuant to the Company Merger as a result of any stock dividend, IN FORMstock split or other recapitalization as long as Whitney Common Stock issued to the undersigned pursuant to the Company Merger has not been transferred in such manner to justify the removal of the legend therefrom. No legend shall be required if shares are beneficially owned by a trust corporation or other entity over which a person does not have control. If the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Whitney Common Stock received by the undersigned pursuant to the Company Merger, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANYor at the expiration of the restrictive period set forth in Rule 145(d), TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALEWhitney, SOLDupon the request of the undersigned, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONwill cause the certificates representing the shares of Whitney Common Stock issued to the undersigned in connection with the Company Merger to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d) upon receipt by Whitney of an opinion of its counsel to the effect that such legend may be removed.

Restriction on Transfer. From the date of this Agreement until the Termination Date and except as otherwise contemplated in the Master Combination Agreement, no Stockholder shall (ai) This Warrant and sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights granted of, any of such Stockholder’s Shares (any such action, a “Transfer”), (ii) deposit any of such Stockholder’s Shares into a voting trust or enter into a separate voting agreement with respect to Holder are transferablesuch Stockholder’s Shares, (iii) take any action that would (1) cause any representation or warranty of such Stockholder contained herein to become untrue or incorrect, in whole each case, in any material respect, or (2) reasonably be expected to have the effect of preventing such Stockholder from performing his obligations under this Agreement or (iv) commit or agree to take any of the foregoing actions. Any action taken in partviolation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, upon surrender each Stockholder may make Transfers of Shares by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations; provided that, each transferee agrees in writing to be bound by the terms of this Warrant, together with a properly executed warrant power in Agreement applicable to such Stockholder and to hold such Shares subject to all the form terms and provisions of Exhibit B attached heretothis Agreement to the same extent as such terms and provisions bound such Stockholder; provided, further, however, that nothing herein shall prohibit a Stockholder from redeeming any transfer OP Units or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued LTIP Units in accordance with a written agreement entered into between the Company and such Stockholder, the OPP Termination Agreement and/or Partnership Agreement, provided that any shares of Giants Common Stock issued upon such redemption shall constitute Shares for all purposes of this Warrant Agreement. If any involuntary Transfer of any of the Shares shall bear a legend substantially occur, the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONTermination Date.

Restriction on Transfer. (a) This Warrant and The shares of Parent Common Stock to be issued to each stockholder of the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject Company pursuant to the approval Merger and any shares of capital stock or other securities received with respect thereto (collectively, the "RESTRICTED SECURITIES") shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "TRANSFER") except upon the conditions specified in this Section 7.1, which conditions are intended to insure compliance with the provisions of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, Securities Act. Each stockholder of the Company is under no obligation to register this Warrant or the Warrant Shares under shall observe and comply with the Securities Act and that the Warrant rules and Warrant Shares will be characterized regulations promulgated by the SEC thereunder as “restricted securities” under the Securities Act because they are being acquired now in effect or hereafter enacted or promulgated, and as from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant time to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counseltime amended, in form, substance and scope reasonably acceptable to connection with any Transfer of Restricted Securities beneficially owned by the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationStockholder. (ci) Unless upon their issuance such Warrant Shares are then registered under Each certificate representing Restricted Securities issued to a stockholder of the Company that is a "U.S. person" (as defined by the Securities Act pursuant Act) and each certificate for such securities issued to an effective registration statement, subsequent transferees of any certificates representing Warrant Shares issued in accordance such certificate shall (unless otherwise permitted by the provisions of Sections 7.1(c) and 7.1(d) hereof) be stamped or otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY APPLICABLE STATE SECURITIES ACT”), AND OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR ASSIGNED UNLESS OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 7.1 OF THE AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF JUNE 14, 2004, AMONG CONTINUUM GROUP B INC., HW ACQUISITION CORPORATION AND HORIZONLIVE.COM, INC., XXX XX XXXXXXXR OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, CONTINUUM GROUP B INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF A CONTINUUM GROUP B INC. CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF CONTINUUM GROUP B INC." (Aii) SUBSEQUENTLY REGISTERED Each certificate representing Restricted Securities issued to a stockholder of the Company that is not a "U.S. person" (as defined by the Securities Act) and each certificate for such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions of Sections 7.1(c) and 7.1(d) hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT REGULATION S PROMULGATED UNDER THE SECURITIES ACT AND APPLICABLE STATE OF 1933, AS AMENDED. THESE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALESOLD IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. HEDGING TRANSACTIONS INVOLVING SECURITIES SOLD PURSUANT TO REGULATION S MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED." (c) Upon approval of the Merger by the stockholders of the Company as contemplated hereby, each stockholder of the Company is deemed to agree (and by execution and delivery of the Stockholder Investment Representation Letter each stockholder of the Company confirms its or his agreement) that, prior to any Transfer of Restricted Securities to give written notice to Parent of such stockholder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 7. 1. Each such notice shall describe the manner and circumstances of the proposed Transfer and, if requested by Parent, shall be accompanied by the written opinion, addressed to Parent, of counsel for the holder of such Restricted Securities, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to Parent) such proposed transfer does not involve a transaction requiring registration or qualification of such Restricted Securities under the Securities Act or the securities or "blue-sky" laws of any relevant state of the United States. The holder thereof shall thereupon be entitled to Transfer such Restricted Securities in accordance with the terms of the notice delivered by it to Parent. Each certificate or other instrument evidencing the securities issued upon the Transfer of any such Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such Restricted Securities) shall bear the applicable legend set forth in Section 7.1(b) unless (x) in the opinion of Parent's counsel, registration of any future Transfer is not required by the applicable provisions of the Securities Act or (y) Parent shall have waived the requirement of such legends. No stockholder of the Company shall Transfer any Restricted Securities until such opinion of counsel has been given (unless waived by Parent or unless such opinion is not required in accordance with the provisions of this Section 7.1(c)). (d) Notwithstanding the foregoing provisions of this Section 7.1, the restrictions imposed by this Section 7.1 upon the transferability of Restricted Securities shall cease and terminate when (i) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act or as otherwise contemplated by Section 7.1(c) and, pursuant to Section 7.1(c), the securities so transferred are not required to bear the applicable legend set forth in Section 7.1(b) or (ii) the holder of such Restricted Securities has met the requirements for Transfer of such Restricted Securities pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section 7.1 shall terminate, as herein provided, the holder of Restricted Securities as to which such restrictions have terminated shall be entitled to receive from Parent, without expense, a new certificate not bearing the restrictive legend set forth in Section 7.1(b) and not containing any other reference to the restrictions imposed by this Section 7.1.

Restriction on Transfer. (a) This Warrant The Merger Shares to be issued to each Management Stockholder pursuant to the Merger and the rights granted terms hereof and any shares of capital stock or other securities received with respect thereto (collectively, the "Restricted Securities") shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer") except upon the conditions specified in this Section 7.2, which conditions are intended to Holder are transferableinsure compliance with the provisions of the Securities Act, and Section 7.6. Each Management Stockholder shall observe and comply with the Securities Act and the rules and regulations promulgated by the SEC thereunder as now in effect or hereafter enacted or promulgated, and as from time to time amended, in whole or in part, upon surrender connection with any Transfer of this Warrant, together with a properly executed warrant power in Restricted Securities beneficially owned by the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowholder thereof. (b) Holder represents Each certificate representing Restricted Securities issued to a Management Stockholder and warrants that it understands that, except as set forth in Section 8 below, each certificate for such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the Company is under no obligation to register this Warrant provisions of Sections 7.2(c) and 7.2(d) hereof) be stamped or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY APPLICABLE STATE SECURITIES ACT”), AND OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO AN THE CONDITIONS SPECIFIED IN SECTIONS 7.2 AND 7.6 OF THE AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF SEPTEMBER 13, 2000 AMONG THE ARISTOTLE CORPORATION, ARISTOTLE ACQUISITION SUB, INC., SAFE PASSAGE INTERNATIONAL, INC. AND THE STOCKHOLDERS OF SAFE PASSAGE INTERNATIONAL, INC. IDENTIFIED ON SCHEDULE I THERETO AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER HEREOF SHALL HAVE DELIVERED OF RECORD OF THIS CERTIFICATE TO THE COMPANY A WRITTEN OPINION SECRETARY OF COUNSELSAFE PASSAGE INTERNATIONAL, IN FORMINC." (c) Upon approval of the Merger by the Stockholders as contemplated hereby, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANYeach Management Stockholder is deemed to agree that, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONprior to any Transfer of Restricted Securities to give written notice to the Surviving Corporation of such Management Stockholder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 7.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferablemay not be transferred, in whole or in part, except to a successor to the business of GCA or to an affiliate of GCA, including any parent, member or subsidiary thereof, upon surrender notice to, but without the consent of, the Company. Upon notice of transfer duly executed by the Holder, the transferee shall become the Holder of record of the Warrant or part thereof. The Company shall keep at its principal office a register in which the Company shall provide for the registration, transfer and exchange of this Warrant. The Company will not at any time, together with a properly executed warrant power in except upon the form of Exhibit B attached hereto; provideddissolution, however, that any transfer liquidation or assignment shall be subject to the approval winding up of the Company, close such approval not register so as to be unreasonably withheld and prevent or delay the conditions set forth in Section 7(b) belowexercise or transfer of this Warrant. (b) Holder represents and warrants that it understands thatNeither this Warrant nor any of the Warrant Shares, nor any interest or participation in either, may be in any manner transferred or disposed of, in whole or in part, except as set forth in Section 8 belowcompliance with the Securities Act, and applicable state securities laws. (c) Each certificate for Warrant Shares and any Warrant issued at any time in exchange or substitution for any Warrant bearing such a legend shall bear a legend similar in effect to the foregoing paragraph unless, in the reasonable opinion of counsel for the Company, the Company is under Warrant need no obligation longer be subject to register the restriction contained herein. The provisions of this Section 1.6 shall be binding upon all subsequent holders of, this Warrant. (d) Notwithstanding the foregoing, if, at the time of any transfer or exchange of this Warrant or the Warrant Shares, this Warrant or the Warrant Shares shall not be registered under the Securities Act and Act, the Company may require that as a condition of allowing such transfer or exchange, the Holder or transferee of this Warrant or the Warrant and Warrant Shares will be characterized Shares, as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares case may be offered for salebe, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered furnish to the Company a written an opinion of counsel, in form, substance and scope counsel reasonably acceptable to the Company, to the effect Company that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an opines upon such exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant Except upon certain specified conditions provided in this Section 6, Participating Employees may not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any Employee Shares, or any right or interest therein. Any purported sale, transfer (including, without limitation, involuntary transfers initiated by operation of legal process), hypothecation or disposition of any of the Employee Shares or any right or interest therein, except in strict compliance with the terms and conditions of this Agreement, shall be null and void and the rights granted Company shall not be required to Holder give effect to, any such transfer on its stock transfer books and records. (b) Notwithstanding any other provision of this Agreement, Participating Employees may transfer any or all of the Employee Shares (i) upon a Participating Employee's death, to any person in accordance with the laws of descent or testamentary distribution, (ii) to a revocable living trust of which such Participating Employee and his spouse are transferablethe only trustees, or (iii) with respect to not more than 25%, in whole the aggregate, of the Participating Employee's Employee Shares specified on his signature page hereto, to one or in partmore trusts for the benefit of his children, upon surrender the trustee of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached heretowhich is reasonably acceptable to Toray ("Permitted Transferees"); provided, however, that such Employee Shares shall not be transferred until any transfer or assignment shall be subject Permitted Transferee who is not a party to the approval of the Company, such approval not this Agreement executes a valid and legally binding undertaking to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, Toray to the effect that the securities Employee Shares so transferred shall thereafter remain subject to all of the provisions of this Agreement as though the Permitted Transferee were a Participating Employee under this Agreement, bound in every respect in the same way as each Participating Employee hereby so agrees to be offered for salebound as a Participating Employee hereunder; provided, soldfurther, assigned or transferred are being offered for salethat any Permitted Transferee who is not a party to this Agreement shall be deemed upon acquiring Employee Shares that have the legend affixed thereto, sold, assigned or transferred pursuant to an exemption from Section 7 hereof, to have agreed to the undertaking described above regardless of whether the Permitted Transferee has executed such registrationundertaking. (c) Unless upon their issuance such Warrant Each Participating Employee may pledge not more than 50% of his Employee Shares are then registered to secure loans under a credit facility to be established by the Securities Act Company for the benefit of the Participating Employees with a financial institution. The credit facility shall set forth restrictions and conditions on the pledge of Employee Shares as Toray, Shimadzu and the Participating Employees shall agree. (d) In the event any Employee Shares shall become the separate property of a former spouse (a "Former Spouse") of a Key Employee as a result of or in connection with a divorce proceeding, the Former Spouse shall not have any rights pursuant to an effective registration statement, any certificates representing Warrant Sections 3 or 4 of this Agreement but such Former Spouse shall be required to transfer the Employee Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONto Toray pursuant to Section 2 hereof.

Restriction on Transfer. (a) This Warrant The shares of Parent Common Stock to be issued to the Sole Shareholder pursuant to the Merger and any shares of capital stock or other securities received with respect thereto (collectively, the "Restricted Securities") shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer") except upon the conditions specified in this Section 5.14, which conditions are intended to insure compliance with the provisions of the Securities Act. The Sole Shareholder shall observe and comply with the Securities Act and the rights granted rules and regulations promulgated by the SEC thereunder as now in effect or hereafter enacted or promulgated, and as from time to Holder are transferabletime amended, in whole or in part, upon surrender connection with any Transfer of this Warrant, together with a properly executed warrant power in Restricted Securities beneficially owned by the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowSole Shareholder. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Each certificate representing Restricted Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered issued to the Company a written opinion Sole Shareholder and each certificate for such securities issued to subsequent transferees of counsel, in form, substance any such certificate shall (unless otherwise permitted by the provisions of Sections 5.14(c) and scope reasonably acceptable to the Company, to the effect that the securities to 5.14(d) hereof) be offered for sale, sold, assigned stamped or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: "THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY APPLICABLE STATE SECURITIES ACT”), AND OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO AN THE CONDITIONS SPECIFIED IN SECTION 5.14 OF THE AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 19, 2000 AMONG SPEECHWORKS INTERNATIONAL, INC., SPEECHWORKS ACQUISITION SUB, INC., AND ELOQUENT TECHNOLOGY, INC. AND NO TRANSFER OF THESE 29 SECURITIES SHALL BE VALID OR EFFECTIVE REGISTRATION STATEMENT UNDER UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, SPEECHWORKS INTERNATIONAL, INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF SHALL HAVE DELIVERED A SPEECHWORKS INTERNATIONAL, INC. CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY A WRITTEN OPINION SECRETARY OF COUNSELSPEECHWORKS INTERNATIONAL, IN FORMINC." (c) Upon approval of the Merger by the Sole Shareholder as contemplated hereby, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANYthe Sole Shareholder is deemed to agree (and by execution and delivery of this Agreement the Sole Shareholder confirms her agreement) that, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALEprior to any Transfer of Restricted Securities to give written notice to Parent of the Sole Shareholder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.14. Each such notice shall describe the manner and circumstances of the proposed Transfer and, SOLDif such Transfer is not being made pursuant to Rule 144 of the Securities Act, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALEshall be accompanied by the written opinion, SOLDaddressed to Parent, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONof counsel for the Sole Shareholder, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to Parent) such proposed transfer does not involve a transaction requiring registration or qualification of such Restricted Securities under the Securities Act or the securities or "blue-sky" laws of any relevant state of the United States. The Sole Shareholder thereof shall thereupon be entitled to Transfer such Restricted Securities in accordance with the terms of the notice delivered by her to Parent. Each certificate or other instrument evidencing the securities issued upon the Transfer of any such Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such Restricted Securities) shall bear the legend set forth in Section 5.14(b) unless (x) in such opinion of counsel of Parent registration of any future Transfer is not required by the applicable provisions of the Securities Act or (y) Parent shall have waived the requirement of such legends. The Sole Shareholder shall not Transfer any Restricted Securities until such opinion of counsel has been given (unless waived by Parent or unless such opinion is not required in accordance with the provisions of this Section 5.14(c)). (d) Notwithstanding the foregoing provisions of this Section 5.14, the restrictions imposed by this Section 5.14 upon the transferability of Restricted Securities shall cease and terminate when (i) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act or as otherwise contemplated by Section 5.14(c) and, pursuant to Section 5.14(c), the securities so transferred are not required to bear the legend set forth in Section 5.14(b) or (ii) the holder of such Restricted Securities has met the requirements for Transfer of such Restricted Securities pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section 5.14 shall terminate, as herein provided, the holder of Restricted Securities as to which such restrictions have terminated shall be entitled to receive from Parent, without expense, a new certificate not bearing the restrictive legend set forth in Section 5.14(b) and not containing any other reference to the restrictions imposed by this Section 5.14. (e) The Sole Shareholder understands and agrees that Parent, at its discretion, may cause stop transfer orders to be placed with its transfer agent with respect to certificates for Restricted Securities owned by the Sole Shareholder but not as to certificates for such shares of Parent Common Stock as to which the legend set forth in paragraph (b) of this Section 5.14 is no longer required because one or more of the conditions set forth in Section 5.14(d) shall have been satisfied, in the event of a proposed transfer in violation or breach of this Section 5.14 or that is or may otherwise be unlawful. (f) Notwithstanding the foregoing provisions of the Section 5.14, Parent shall use reasonable best efforts to obtain the requisite percentage approval required in order to make the Sole Shareholder a party to that certain Fourth Amended and Restated Registration Rights Agreement dated April 11, 2000, as amended, between the Company and the parties named therein (the "Registration Rights Agreement") and to make the Purchaser Shares "Registrable Stock" as defined therein.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, Tenant will not assign this Lease in whole or in part, upon surrender nor sublet all or any part of the Premises (collectively and individually, a "Transfer"), without the prior written consent of Landlord, which consent Landlord will not unreasonably withhold. In no event may Tenant encumber or hypothecate this Lease. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. This prohibition against Transfers shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease is transferred by Tenant, or if the Premises or any part thereof are transferred or occupied by any person or entity other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such Transfer, occupancy or collection shall be deemed a waiver on the part of Landlord, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained unless expressly made in writing by Landlord. Irrespective of any Transfer, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this WarrantLease. Without limiting in any way Landlord's right to withhold its consent on any reasonable grounds, together it is agreed that Landlord will not be acting unreasonably in refusing to consent to a Transfer if, in Landlord's opinion, (i) the net worth or financial capabilities of such assignee or subtenant is less than that of Tenant and Guarantor(s) at the date hereof, (ii) the proposed assignee or subtenant does not have the financial capability to fulfill the obligations imposed by the Transfer, (iii) the proposed Transfer involves a change of use of the Premises from that specified herein or would violate any exclusive use covenant to which Landlord is bound, or (iv) the proposed assignee or subtenant is not, in Landlord's reasonable opinion, of reputable or good character or consistent with Landlord's desired tenant mix for the Project. If Tenant is a properly executed warrant power corporation, or is an unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the form aggregate in excess of Exhibit B attached hereto; provided, however, that any transfer or assignment forty-nine percent (49%) shall be subject to deemed an assignment within the approval meaning and provisions of the Company, such approval not to be unreasonably withheld and the conditions set forth in this Section 7(b) below14.1. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. Except as otherwise expressly provided in this Section 14, Tenant shall not, without the prior written consent of Landlord, which consent Landlord will not unreasonably withhold, condition or delay, assign this Lease or any interest herein or sublet the Premises or any part thereof, or permit the use or occupancy of the Premises by any party other than Tenant (aany such assignment, encumbrance, sublease, license or the like shall sometimes be referred to as a “Transfer”). In no event may Tenant encumber or hypothecate this Lease. Any Transfer without Landlord’s consent (except for a Permitted Transfer pursuant to Section 14.2 below) This Warrant shall constitute a default by Tenant under this Lease, without the benefit of any additional notice or cure period specified in Section 23.1 below, and the rights granted in addition to Holder are transferableall of Landlord’s other remedies at law, in whole equity or under this Lease, such Transfer shall be voidable at Landlord’s election. In addition, this Lease shall not, nor shall any interest of Tenant herein, be assignable by operation of law without the written consent of Landlord. For purposes of this Section 14, other than with respect to a Permitted Transfer under Section 14.2 and transfers of stock of Tenant if Tenant is (now or hereafter) a publicly-held corporation and such stock is transferred publicly over a recognized security exchange or over-the-counter market (neither of which shall be considered a Transfer), if Tenant is a corporation, partnership or other entity, any direct or indirect transfer, assignment, encumbrance or hypothecation of forty-nine percent (49%) or more (individually or in partthe aggregate) of any stock or other ownership interest in such entity, upon surrender and/or any transfer, assignment, hypothecation or encumbrance of this Warrantany controlling ownership or voting interest in such entity, together with shall be deemed a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment Transfer and shall be subject to the approval all of the Companyrestrictions and provisions contained in this Section 14. Notwithstanding anything to the contrary contained herein, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned offering or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws offerings of stock in Tenant over a recognized security exchange or (b) Holder over-the-counter market shall have delivered not constitute a Transfer requiring Landlord’s consent or subject Tenant to the Company a written opinion provisions of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned Subsection 14.3 or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationSubsection 14.4. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant and the rights granted to Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject Except to the approval of the Company, such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) below. (b) Holder represents and warrants that it understands that, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the Warrant Shares under the Securities Act and extent that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to corporation has obtained an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably counsel acceptable to the Companycorporation that transfer restrictions are not required under applicable securities laws, to the effect or has otherwise satisfied itself that the securities to be offered for salesuch transfer restrictions are not required, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any all certificates representing Warrant Shares issued in accordance with this Warrant shares of the corporation shall bear a legend on the face of the certificate, or on the SHARE EXCHANGE AGREEMENT EXHIBIT D reverse of the certificate if a reference to the legend is contained on the face, which reads substantially in the following formas follows: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY NOT BE OFFERED FOR SALE, SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER HEREOF SHALL HAVE DELIVERED OF THESE SECURITIES SATISFACTORY TO THE COMPANY A WRITTEN OPINION OF COUNSELTHIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant Common Shares held by AT&T shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer") except upon the conditions specified in this Section 8, which conditions are intended to ensure compliance with the provisions of the Securities Act. (b) Each certificate for shares of the capital stock of the Corporation held by AT&T and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the rights granted provisions of Sections 8(c) and 8(d)) be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 8 OF A STOCK PURCHASE AGREEMENT AMONG TELLIUM, INC. AND AT&T CORP., AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN SUCH CONDITIONS, THE SECRETARY OF TELLIUM, INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF TELLIUM, INC." (c) AT&T agrees, prior to Holder are transferableany Transfer of such shares, to give written notice to the Corporation of AT&T's intention to effect such Transfer and to comply in whole or in part, upon surrender all other respects with the provisions of this WarrantSection 8. Each such notice shall describe the manner and circumstances of the proposed Transfer and shall be accompanied by the written opinion, together with a properly executed warrant power addressed to the Corporation, of counsel for the holder of such shares, stating that in the form opinion of Exhibit B attached heretosuch counsel (which opinion and counsel shall be reasonably satisfactory to the Corporation) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act or the securities "blue sky" laws of any relevant state of the United States; provided, -------- however, that no such opinion of counsel shall be necessary for a Transfer by ------- AT&T to a wholly-owned subsidiary if the transferee agrees in writing to be subject to the terms of this Section 8 to the same extent as if such transferee were originally a signatory to this Agreement. AT&T shall thereupon be entitled to Transfer such shares in accordance with the terms of the notice delivered by it to the Corporation. Each certificate or other instrument evidencing the securities issued upon the Transfer of any such shares (and each certificate or other instrument evidencing any untransferred balance of such shares) shall bear the legend set forth in Section 8(b) unless (x) in such opinion of counsel registration of any future Transfer is not required by the applicable provisions of the Securities Act or (y) the Corporation shall have waived the requirement of such legends; provided, however, that such legend shall not be required on -------- ------- any transfer certificate or assignment other instrument evidencing the securities issued upon such Transfer in the event such Transfer shall be made in compliance with the requirements of Rule 144 and the transferee is not an affiliate of the Corporation. AT&T shall not Transfer any shares until such opinion of counsel has been given (unless waived by the Corporation or unless such opinion is not required in accordance with the provisions of this Section 8(c)). (d) AT&T agrees that it shall not Transfer such shares to a transferee that is a competitor of the Corporation (as determinated in good faith by the Board of Directors of the Corporation). Each transferee of Common Shares from AT&T or a subsequent transferee shall take such Common Shares subject to the approval same restrictions as existed in the hands of the Companytransferor, such approval not to be unreasonably withheld and including, without limitation, the conditions set forth in restrictions imposed by this Section 7(b) below8. (be) Holder represents and warrants that it understands thatNotwithstanding the foregoing provisions of this Section 8, except as set forth in the restrictions imposed by this Section 8 below, upon the Company is under no obligation to register this Warrant transferability of any shares of the capital stock of the Corporation held by AT&T shall cease and terminate and not apply (i) when any such shares are sold or the Warrant Shares under the Securities Act and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (a) subsequently registered otherwise disposed of pursuant to an effective registration statement under the Securities Act and applicable state or as otherwise contemplated by Section 8(c) and, pursuant to Section 8(c), the securities laws so transferred are not required to bear the legend set forth in Section 8(b) or (bii) Holder when the holder of such shares has met the requirements for Transfer of such shares pursuant to subparagraph (k) of Rule 144 or (iii) as part of a change in control of the Corporation (provided that this Section 8 shall have delivered continue to apply thereafter, except Section 8(d), which shall not apply in a sale of the Corporation to a public company). Whenever the restrictions imposed by this Section 8 shall terminate, as herein provided, the holder of such shares shall be entitled to receive from the Corporation, without expense, a new certificate not bearing the restrictive legend set forth in Section 8(b) and not containing any other reference to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registrationrestrictions imposed by this Section 8. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance with this Warrant shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Restriction on Transfer. (a) This Warrant is subject to Section 3.3 of the Securityholders and Registration Rights Agreement and, to the rights granted extent provided for pursuant to Holder are transferableSection 3.1 of the Securityholders Agreement, to the other terms and conditions of the Securityholders Agreement. No transfer, sale, assignment, hypothecation or other disposition of this Warrant maybe made except in accordance with the provisions of Section 3.3 of the Securityholders Agreement. To the extent provided for pursuant to Section 3.1 of the Securityholders Agreement and, in whole or in partany case, upon surrender with respect to Section 3.3, the Holder, by acceptance of this Warrant, together with a properly executed warrant power in agrees to be bound by the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the approval applicable provisions of the Company, Securityholders Agreement and all applicable benefits of the Securityholders Agreement shall inure to such approval not to be unreasonably withheld and the conditions set forth in Section 7(b) belowHolder. (bi) Holder represents and warrants that it understands thatExcept as otherwise provided in this Section 4.5, except as set forth in Section 8 below, the Company is under no obligation to register this Warrant or the each certificate for Warrant Shares under initially issued upon the Securities Act exercise of this Warrant, and that the Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities Act because they are being acquired from the Company in a transaction not involving a public offering. Holder also represents and warrants that it understands that neither the Warrant nor the Warrant Shares may be offered each certificate for sale, sold, assigned or transferred unless (a) subsequently registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws or (b) Holder shall have delivered to the Company a written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the securities to be offered for sale, sold, assigned or transferred are being offered for sale, sold, assigned or transferred pursuant to an exemption from such registration. (c) Unless upon their issuance such Warrant Shares are then registered under the Securities Act pursuant to an effective registration statement, any certificates representing Warrant Shares issued in accordance to any transferee of any such certificate, shall be stamped or otherwise imprinted with this Warrant shall bear a legend in substantially in the following form: “THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY STATE SECURITIES ACT”), LAWS AND MAY NOT BE OFFERED FOR SALETRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS OR THE RULES AND REGULATIONS THEREUNDER.” (ii) Except as otherwise provided in this Section 4.5, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: “NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT.” “THIS WARRANT IS SUBJECT TO SECTION 3.3 AND, IF APPLICABLE, SECTION 3.1 OF A SECURITYHOLDERS AND REGISTRATION RIGHTS AGREEMENT (B) A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT MAY BE MADE EXCEPT IN COMPLIANCE WITH SECTION 3.3 OF SUCH SECURITYHOLDERS AGREEMENT. THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES THIS WARRANT AGREES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM BOUND BY SECTION 3.3 OF SUCH REGISTRATIONSECURITYHOLDERS AGREEMENT.”