0000950137-05-005332 Sample Contracts

STOCK TRADING AGREEMENT
Stock Trading Agreement • May 4th, 2005 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • Delaware

This Stock Trading Agreement, dated as of April 29, 2005 (as it may be amended, restated or modified and in effect from time to time, this “Agreement”), is made by and among Electric City Corp., a Delaware corporation (the “Company”), and the stockholders of Maximum Performance Group, Inc., a Delaware corporation (“MPG”), listed on the signature pages hereto (the “Investors”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 4th, 2005 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • Illinois

This Securities Purchase Agreement (as it may be amended from time to time, this “Agreement”), is entered into as of April 28, 2005 by Electric City Corp., a Delaware corporation (the “Company”), and the purchasers whose names appear on the signature pages of this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • May 4th, 2005 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • Delaware

THIS AGREEMENT AND PLAN OF MERGER is dated as of April 29, 2005, and is by and among ELECTRIC CITY CORP., a Delaware corporation (“ELC”), MPG ACQUISITION CORPORATION, a Delaware corporation (“Acquisition”), and MAXIMUM PERFORMANCE GROUP, INC., a Delaware corporation (“MPG”).

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