0001104659-12-083619 Sample Contracts

LIME ENERGY CO. WARRANT TO PURCHASE COMMON STOCK
Warrant Agreement • December 12th, 2012 • Lime Energy Co. • Construction - special trade contractors • Illinois

Lime Energy Co., a Delaware corporation (the “Company”), hereby certifies that, for value received, Richard P. Kiphart, the registered holder hereof or his permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant (including any Warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), Two Hundred Seventy Five Thousand (275,000) fully-paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is being issued pursuant to the Letter of Credit Agreement, dated as of December 7, 2012, by and among the Company and Rich

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LETTER OF CREDIT AGREEMENT
Letter of Credit Agreement • December 12th, 2012 • Lime Energy Co. • Construction - special trade contractors • Delaware

This Letter of Credit Agreement (this “Agreement”) is made as of December 7, 2012, between Lime Energy Co., a Delaware corporation (“Lime”) and Richard P. Kiphart (“Guarantor”).

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