0000950137-04-001106 Sample Contracts

WARRANT
Warrant Agreement • February 19th, 2004 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • Illinois

NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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.

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JOINDER TO INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • February 19th, 2004 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York

This Joinder To Investor Rights 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 John Donohue, an individual (“Donohue”).

WARRANT
Warrant Agreement • February 19th, 2004 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • Illinois

NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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.

JOINDER TO STOCK TRADING AGREEMENT
Stock Trading Agreement • February 19th, 2004 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York

This Joinder to Stock Trading 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 (“TVF”), and John Donohue, an individual (“Donohue”).

JOINDER TO STOCKHOLDERS AGREEMENT
Joinder to Stockholders Agreement • February 19th, 2004 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York

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 John Donohue, an individual (“Donohue”).

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