0000950137-06-001535 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF ELC VNPP SUB I, LLC

Limited Liability Company Agreement • February 9th, 2006 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • Delaware

• Contract Type
  Limited Liability Company Agreement
• Filed
  February 9th, 2006
• Company
  Electric City Corp
• Industry
  Electronic & other electrical equipment (no computer equip)
• Jurisdiction
  Delaware

This Limited Liability Company Agreement (together with the exhibit attached hereto, this “Agreement”) of ELC VNPP SUB I, 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.

ELECTRIC CITY CORP. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT

Subsidiaries Master Security Agreement • February 9th, 2006 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York

• Contract Type
  Subsidiaries Master Security Agreement
• Filed
  February 9th, 2006
• Company
  Electric City Corp
• Industry
  Electronic & other electrical equipment (no computer equip)
• Jurisdiction
  New York

ELECTRIC CITY CORP. SECURITIES PURCHASE AGREEMENT November 22, 2005

Securities Purchase Agreement • February 9th, 2006 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York

• Contract Type
  Securities Purchase Agreement
• Filed
  February 9th, 2006
• Company
  Electric City Corp
• Industry
  Electronic & other electrical equipment (no computer equip)
• Jurisdiction
  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”).

Contract

Electric City Corp • February 9th, 2006 • Electronic & other electrical equipment (no computer equip) • New York

• Company
  Electric City Corp
• Filed
  February 9th, 2006
• Industry
  Electronic & other electrical equipment (no computer equip)
• Jurisdiction
  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.