0000950137-06-007581 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • July 6th, 2006 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • California

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 30, 2006 between Parke Acquisition, LLC, a California limited liability company (the “Company”), and Daniel Parke (“Executive”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 6th, 2006 • 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 June 29, 2006 by Electric City Corp., a Delaware corporation (the “Company”), and the Persons whose names appear on the signature pages of this Agreement (each such Person is a “Purchaser”, and collectively all such Persons are the “Purchasers”).

FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT 2247 Lindsay Way, Glendora
Commercial Lease Agreement • July 6th, 2006 • Electric City Corp • Electronic & other electrical equipment (no computer equip)

THIS FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT (this “Amendment”) is entered into effective as of June 30, 2006, by and between M&D Investments, a California General Partnership doing business as P.A.N.D.A. Investments (“Landlord”), and Parke Industries, LLC, a California limited liability company previously known as Parke Acquisition, LLC (“Tenant”), with reference to the following facts:

NON-COMPETITION AGREEMENT
Non-Competition Agreement • July 6th, 2006 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • California

THIS NON-COMPETITION AGREEMENT (this “Agreement”), is made and entered into effective as of the 30th day of June, 2006, by and among ELECTRIC CITY CORP., a Delaware corporation (“ELC”), PARKE ACQUISITION LLC, a California limited liability company (“Acquisition”), and Daniel Parke, an individual (“Stockholder”) in connection with the merger by Parke P.A.N.D.A. CORPORATION, a California corporation (“Parke”) into Acquisition (the “Merger”)

Employee Stock Option Agreement
Employee Stock Option Agreement • July 6th, 2006 • Electric City Corp • Electronic & other electrical equipment (no computer equip)

This Employee Stock Option Agreement (this “Agreement”) is made this 30th day of June, 2006, between Electric City Corp., a Delaware corporation (the “Company”) and Daniel Parke (the “Holder”).

JOINDER AND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 6th, 2006 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • California

This Joinder and Amendment to Agreement and Plan of Merger (this “Agreement”) is dated as of June 30, 2006 and is by and among Electric City Corp., a Delaware corporation (“ELC”), Parke Acquisition, LLC, a California limited liability company (“Acquisition”), Parke P.A.N.D.A. Corporation, a California corporation (“Parke”), Daniel Parke, an individual (“D. Parke”), and Daniel W. Parke and Michelle A. Parke, not individually but as the trustees (the “Trustees”) of The Parke Family Trust (Restated), a trust created September 24, 1992 and restated under agreement dated October 11, 1996 (the “Trust”).

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