exv4w41



 





Exhibit 4.41




JOINDER TO STOCK TRADING AGREEMENT




     This Joinder to Stock Trading Agreement (this “Agreement”) is dated as of
December 19, 2003 and is by and among Electric City Corp., a Delaware
corporation (the “Company”), Augustine Fund LP, an Illinois limited partnership
(“Augustine”), Technology Transformation Venture Fund, LP, an Ohio limited
partnership (“TVF”), and John Donohue, an individual (“Donohue”).



W I T N E S S E T H:




     WHEREAS, the Company is a party to that certain Stock Trading Agreement
dated as of July 31, 2001, as amended (the “Existing Agreement”) among the
Company and the holders of its outstanding Series A Convertible Preferred
Stock; and



     WHEREAS, Morgan Stanley Dean Witter Equity Funding, Inc. (“MSDW”) and
Originators Investment Plan, L.P. (“OIP”), as “Sellers”, and Augustine, TVF and
Donohue, as “Purchasers”, are parties to that certain Securities Purchase
Agreement, dated as of December 19, 2003, whereby MSDW and OIP have agreed to
sell and Augustine, TVF and Donohue have agreed to purchase certain outstanding
shares of the Company’s Series A Convertible Preferred Stock, certain shares of
the Company’s Common Stock and certain warrants to purchase additional shares
of the Company’s Common Stock; and



     WHEREAS, Section 2.2 of the Existing Agreement imposes certain limitations
upon private sale by any “Party” thereunder of any shares of capital stock of
the Company and/or any securities exercisable or for or convertible into shares
of capital stock of the Company, including the requirement that any transferee
become a “Party” to the Existing Agreement, and accordingly, each of Augustine,
TVF and Donohue is willing to become a “Party” to the Existing Agreement and to
enter into this Agreement for such purpose, and the Company is agreeable to the
same;



     NOW, THEREFORE, the parties hereto hereby agree as follows:



     1. Definitions. All terms capitalized but not defined herein shall have
the meaning attributable to such terms in the Existing Agreement, except where
the context otherwise requires.



     2. Joinder. Each of Augustine, TVF and Donohue hereby agrees with the
Company, for the benefit of all parties to the Existing Agreement, that from
and after date hereof each of Augustine, TVF and Donohue shall be a party to
and be bound by the Existing Agreement with respect to all of the securities
being acquired by Augustine, TVF and Donohue, respectively, from MSDW and OIP,
including any shares of Common Stock which may hereafter be acquired pursuant
to exercise of any of the warrants to purchase additional shares of the
Company’s Common Stock being acquired and including any shares of the Company’s
Common Stock which may hereafter be acquired pursuant to conversion of shares
of Series A Convertible Preferred Stock.



-1-









 





     3. Representations. Each of Augustine, TVF and Donohue, severally for
itself or himself only, hereby represents and warrants to the Company that this
Agreement has been duly executed and delivered by Augustine, TVF or Donohue (as
applicable) and constitutes the valid and binding obligation of such party,
enforceable against such party in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles. Each of Augustine, TVF and Donohue
hereby acknowledges that it or he has received a copy of the Existing
Agreement.



     4. Miscellaneous.



     (a) All terms, covenants, agreements, representations, warranties and
undertakings in this Agreement shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not.



     (b) Changes in or additions to this Agreement may be made or compliance
with any term, covenant, agreement, condition or provision set forth herein may
be omitted or waived, only in accordance with the provisions of the Existing
Agreement.



     (c) This Agreement shall be governed and construed in accordance with the
laws of the State of New York without giving effect to the conflict of laws
principles thereof.



     (d) This Agreement may be executed in counterparts, each of which shall
together constitute one and the same instrument.



     (e) The section and paragraph headings herein are for convenience only and
shall not effect the construction hereof.



     (f) The invalidity or unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provision.


[Balance of page intentionally left blank; signature pages follow.]




-2-









 





     IN WITNESS WHEREOF, the parties hereto have caused this Joinder To Stock
Trading Agreement to be executed as of the day and year first above written.



	 	 	 	 	 	 	 
	ELECTRIC CITY CORP.
	 	TECHNOLOGY TRANSFORMATION

VENTURE FUND, LP
	 
	 	 	 	 	 	 
	By:

	 	/s/ Jeffrey Mistarz
	 	By:
	 	/s/ William M. Custer
	

	 	
 
	 	 	 	
 
	

	 	Jeffrey Mistarz

Chief Financial Officer
	 	Name:

Title:
	 	William M. Custer

President, Custer Capital Fund IV, GP
	 
	 	 	 	 	 	 
	AUGUSTINE FUND LP.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Thomas F. Duszynski
	 	/s/ John Donohue
	

	 	
 
	 	
 
	Name:

Title:

	 	Thomas F. Duszynski

Chief Financial Officer
	 	John Donohue








-3-