JOINDER TO STOCKHOLDERS AGREEMENT

Exhibit 4.39

JOINDER TO STOCKHOLDERS AGREEMENT

     This Joinder To Stockholders Agreement (this “Agreement”) is dated as of December 19, 2003 and is by and among Electric City Corp., a Delaware corporation (the “Company”), Augustine Fund LP, an Illinois limited partnership (“Augustine”), Technology Transformation Venture Fund, LP, an Ohio limited partnership (“TVP”), and Xxxx Xxxxxxx, an individual (“Xxxxxxx”).

W I T N E S S E T H:

     WHEREAS, the Company is a party to that certain Stockholders Agreement dated as of July 31, 2001, as amended (the “Existing Agreement”) among the Company and the holders of its outstanding Series A Convertible Preferred Stock; and

     WHEREAS, Xxxxxx Xxxxxxx Xxxx Xxxxxx Equity Funding, Inc. (“MSDW”) and Originators Investment Plan, L.P. (“OIP”), as “Sellers”, and Augustine, TVF and Xxxxxxx, as “Purchasers”, are parties to that certain Securities Purchase Agreement, dated as of December 19, 2003, whereby MSDW and OIP have agreed to sell and Augustine, TVF and Xxxxxxx have agreed to purchase certain outstanding shares of the Company’s Series A Convertible Preferred Stock, certain shares of the Company’s Common Stock and certain warrants to purchase additional shares of the Company’s Common Stock; and

     WHEREAS, it is a condition precedent to the obligations of each of Augustine, TVF and Xxxxxxx to purchase such securities from MSDW and OIP that the parties hereto enter into this Agreement and the Company is agreeable to the same; and

     NOW, THEREFORE, the Parties agree as follows:

     1. Definitions. All terms capitalized but not defined herein shall have the meaning attributable to such terms in the Existing Agreement, except where the context otherwise requires.

     2. Joinder. Each of Augustine, TVF and Xxxxxxx hereby agrees with the Company, for the benefit of all parties to the Existing Agreement, that from and after date hereof each of Augustine, TVF and Xxxxxxx shall be a party to and be bound by the Existing Agreement as a Holder thereunder (as such term is defined therein).

     3. Representations. Each of Augustine, TVF and Xxxxxxx, severally for itself or himself only, hereby represents and warrants to the Company that this Agreement has been duly executed and delivered by Augustine, TVF or Xxxxxxx (as applicable) and constitutes the valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of Augustine, TVF and Xxxxxxx hereby acknowledges that it or he has received a copy of the Existing Agreement.

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     4. Miscellaneous.

     (a) All terms, covenants, agreements, representations, warranties and undertakings in this Agreement shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not.

     (b) Changes in or additions to this Agreement may be made or compliance with any term, covenant, agreement, condition or provision set forth herein may be omitted or waived, only in accordance with the provisions of the Existing Agreement.

     (c) This Agreement shall be governed and construed in accordance with the laws of the State of New York without giving effect to the conflict of laws principles thereof.

     (d) This Agreement may be executed in two or more counterparts, all of which shall be deemed but one and the same instrument and each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart for each of the parties hereto. Delivery by facsimile by any of the parties hereto of an executed counterpart of this Agreement shall be effective as an original executed counterpart hereof and shall be deemed a representation that an original executed counterpart hereof will be delivered.

     (e) The section and paragraph headings herein are for convenience only and shall not effect the construction hereof.

     (f) The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

[Balance of page intentionally left blank; signature pages follow.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Joinder To Stockholders Agreement to be executed as of the day and year first above written.

ELECTRIC CITY CORP.				TECHNOLOGY TRANSFORMATION VENTURE FUND, LP
By:		/s/ Xxxxxxx Xxxxxxx		By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx Xxxxxxx Chief Financial Officer		Name: Title:		Xxxxxxx X. Xxxxxx President, Xxxxxx Capital Fund IV, XX
XXXXXXXXX FUND LP.
By:		/s/ Xxxxxx X. Xxxxxxxxx		/s/ Xxxx Xxxxxxx
Name: Title:		Xxxxxx X. Xxxxxxxxx Chief Financial Officer		Xxxx Xxxxxxx

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