REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2005 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.
ContractElectric City Corp • November 30th, 2005 • Electronic & other electrical equipment (no computer equip) • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT 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.
SUBSIDIARY GUARANTYElectric City Corp • November 30th, 2005 • Electronic & other electrical equipment (no computer equip) • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, 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 (the “Company”), 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 or make 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 the Company to Laurus and of all in
LIMITED LIABILITY COMPANY AGREEMENT OF ELC VNPP SUB II, LLCLimited Liability Company Agreement • November 30th, 2005 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • Delaware
This Limited Liability Company Agreement (together with the exhibit attached hereto, this “Agreement”) of ELC VNPP SUB II, LLC (the “Company”) is entered into on November 18, 2005 to be effective as of November 18, 2005 (the “Effective Date”), by Electric City Corp. a Delaware corporation (“Electric City”), as the sole equity member of the Company and Michelle A. Dreyer (“Independent Manager 1”) and Cheryl A. Tussie (“Independent Manager 2”) as the Independent Managers.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • November 30th, 2005 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York
This Stock Pledge Agreement (this “Agreement”), dated as of November 22, 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”).
ELECTRIC CITY CORP. SECURITIES PURCHASE AGREEMENT November 22, 2005Securities Purchase Agreement • November 30th, 2005 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of November 22, 2005, by and between Electric City Corp., a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).
ContractElectric City Corp • November 30th, 2005 • 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 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.
BILL OF SALE AND DEBT GUARANTY AGREEMENTBill of Sale and Debt Guaranty Agreement • November 30th, 2005 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • Illinois
This Bill of Sale and Debt Guaranty Agreement (this “Agreement”) is made and entered into as of the 22nd day of November, 2005 by and between ELECTRIC CITY CORP., a Delaware corporation (“Electric City”) and ELC VNPP SUB I, LLC, a Delaware limited liability company (“Sub I”).
