STOCK PLEDGE AGREEMENTStock Pledge Agreement • March 4th, 2005 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York
This Stock Pledge Agreement (this “Agreement”), dated as of February 28, 2005, among Laurus Master Fund, Ltd. (the “Pledgee”), Electric City Corp., a Delaware corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • March 4th, 2005 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of Electric City Corp., a Delaware corporation (“Debtor”), from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes, make such loans or other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors “ or “the undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of De
ContractSecured Convertible Revolving Note • March 4th, 2005 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE AND SUCH COMMON SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ELECTRIC CITY CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractSecured Convertible Note • March 4th, 2005 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE AND SUCH COMMON SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ELECTRIC CITY CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
GREAT LAKES CONTROLLED ENERGY CORPORATION SECURITY AGREEMENTSecurity Agreement • March 4th, 2005 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York
AMENDMENT TO SECURITY AGREEMENT AND REGISTRATION RIGHTS AGREEMENTSecurity Agreement and Registration Rights Agreement • March 4th, 2005 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York
This Amendment to Security Agreement and Registration Rights Agreement (this “Amendment”) is made as of the 28th day of February, 2005 between Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”) and Electric City Corp., a Delaware corporation (the “Company”).
