Exhibit 4.25


 


STOCK TRADING AGREEMENT


 


This Stock Trading
Agreement, dated as of December 16, 2002 (as may be amended from time to time,
this “Agreement”), is made by Electric City Corp., a Delaware
corporation, and Munder Power Plus Fund, a series of The Munder Funds, Inc.
(“Munder”).


 


W
I T N E S S E T H:


 


WHEREAS, Munder and the
Company are parties to that certain Securities Purchase Agreement, dated as of
December 16, 2002 (as it may be amended from time to time, the “Munder
Securities Purchase Agreement”), whereby the Company has agreed to sell and
Munder has agreed to purchase shares of the Company’s Common Stock (as herein
defined) together with warrants to purchase additional shares of Common Stock;
and


 


WHEREAS, it is a condition
precedent to the obligation of the Company to issue and sell, and the
obligation of Munder to purchase, such shares of Common Stock and such warrants
that the Parties hereto enter into this Agreement;


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Parties agree as
follows:


 


ARTICLE I

DEFINITIONS


 


1.1                                 Defined
Terms.  The following additional terms
when used in this Agreement, including its preamble and recitals, shall, except
where the context otherwise requires, have the following meanings, such
meanings to be equally applicable to the singular and plural forms thereof:


 


“Affiliate”
means, as applied to any Person, any other Person controlling, controlled by or
under common control with such Person. 
For purposes of this definition, “control” (including, with correlative
meanings, the terms “controlled by” and “under common control with”), as
applied to any Person, shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of
any such other Person, whether through the ownership of voting securities or by
contract or otherwise.  With respect to
individuals, the term Affiliate shall also include such individuals parents,
spouse, children or grandchildren.


 


“Agreement”
shall have the meaning set forth in the preamble hereof.


 


“Average
Daily Trading Volume” with respect to any trading day, means the average
daily trading volume of the Common Stock as reported on the American Stock
Exchange (or, if not traded on the American Stock Exchange, any national
securities exchange or automated quotation services on which the Common Stock
is then listed for


 


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trading) for the twenty (20)
consecutive trading days ending on the date immediately prior to such trading
day.


 


“Block
Sale” means a sale of at least 10,000 shares of Common Stock.


 


“Closing
Price” means the closing price of the Common Stock as reported on the
American Stock Exchange (or, if not traded on the American Stock Exchange, any
national securities exchange or automated quotation services on which the
Common Stock is then listed for trading).


 


“Common
Stock” means and includes the Company’s authorized common stock, par value
$0.0001 per share.


 


“Company”
shall have the meaning set forth in the preamble hereof.


 


 “Munder Securities Purchase Agreement” means
that certain Securities Purchase Agreement dated as of December 16, 2002
between Munder Power Plus Fund, a series of The Munder Funds, Inc. and the
Company, as it may be amended from time to time.


 


“Parties”
means all of the parties that are signatories to this Agreement.


 


“Person”
means and includes an individual, a corporation, a limited liability company,
an association, a partnership, a trust or estate, a government or any
department or agency thereof.


 


“Sale
Notice” shall have the meaning set forth in Section 2.3 hereof.


 


“Specified
Investors” means and includes Newcourt Capital USA Inc., a Delaware
corporation, EP Power Finance, L.L.C., a Delaware limited liability company,
Morgan Stanley Dean Witter Equity Funding, Inc., a Delaware corporation,
Originators Investment Plan, L.P, a Delaware limited partnership, Duke Capital
Partners, LLC, a Delaware limited liability company, Newcourt Capital
Securities, Inc., a Delaware corporation, Leaf Mountain Company, LLC, an
Illinois limited liability company and Richard P. Kiphart, an individual.


 


ARTICLE II

TRADING RESTRICTIONS


 


2.1                                 Agreement for Benefit of Company and Specified Investors.  Munder hereby
agrees that its obligations under this Agreement are for the benefit of the
Company and the Specified Investors and further agrees that the Company or any
of the Specified Investors shall be entitled to enforce Munder’s obligations
under this Agreement.


 


2.2                                 Public Sales.  Munder shall be subject to the following
trading restrictions from time to time concerning its respective holdings of
Common Stock:


 


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(a)                                  During the term of this Agreement and at any time the Closing
Price on the then prior trading day is at least $1.00 per share but less than
$2.00 per share, Munder may sell any of its Common Stock into the public
market, subject to the following conditions:


 


(i)                                     the number of
shares of Common Stock sold by Munder on any trading day may not exceed twenty
(20) percent of the Average Daily Trading Volume;


 


(ii)                                  the number of
shares of Common Stock sold by Munder into the public market in any three-month
period may not exceed twenty (20) percent of Munder’s total holdings of Common
Stock (calculated assuming the exercise of all rights, options and warrants to
purchase Common Stock or securities convertible or exchangeable for shares of
Common Stock, and the conversion or exchange of all securities convertible or
exchangeable for Common Stock) held as of the date of this Agreement (as
adjusted for stock splits, stock combinations and the like); and


 


(iii)                               Block Sales
must be executed at a minimum price per share of 90% of the ask price as
reported on the American Stock Exchange (or, if not traded on the American
Stock Exchange, any national securities exchange or automated quotation
services on which the Common Stock is then listed for trading).


 


(b)                                 During the term
of this Agreement and at any time the Closing Price on the then prior trading
day is less than $1.00 per share, Munder may sell any of its Common Stock into
the public market, subject to the following conditions:


 


(i)                                     the number of
shares of Common Stock sold by Munder on any trading day may not exceed twenty
(20) percent of the Average Daily Trading Volume;


 


(ii)                                  Block Sales
must be executed at a minimum price per share of 90% of the ask price as
reported on the American Stock Exchange (or, if not traded on the American
Stock Exchange, any national securities exchange or automated quotation
services on which the Common Stock is then listed for trading).


 


2.3                                 Transfer to
Affiliates. 
Notwithstanding anything in this Agreement to the contrary, Munder may
freely sell or otherwise transfer any capital stock of the Company (or
securities exercisable or exchangeable for or convertible into shares of
Company capital stock) it owns to its Affiliates without such sale or transfer
being subject to the terms of this Agreement; provided, however,
that any such Affiliate shall become a party to this Agreement and its
ownership and sales of shares of Common Stock or other securities shall be
aggregated with Munder’s for purposes of Section 2.2.


 


2.4                                 Term of Trading
Agreement.  The term
of this Agreement shall commence on the Closing Date under the Munder
Securities Purchase Agreement and terminate September 7, 2004.


 


ARTICLE III

GENERAL PROVISIONS


 


3.1                                 Legend on Share Certificates.


 


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(a)                                  All Company
securities issued at the Closing (as defined in the Munder Securities Purchase
Agreement) that are subject to the terms and provisions of Article II, in
addition to such other legends as may be required by law and any other legend
required by any agreement or document executed in connection with the Closing
under the Munder Securities Purchase Agreement shall bear the following legend:


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REQUIREMENTS AS TO TRADING
CONTAINED IN THE STOCK TRADING AGREEMENT, DATED DECEMBER 16, 2002, BY AND AMONG
THE COMPANY AND THE HOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
THE COMPANY.


 


(b)                                 Upon the termination of this Agreement, Munder shall be
entitled to receive, in exchange for any security bearing the legend regarding
this Agreement specifically set forth in Section 3.1(a), a security
without such legend.


 


ARTICLE IV


 


MISCELLANEOUS


 


4.1                                 Injunctive Relief.  It is acknowledged that it is impossible to
measure in money the damages that would be suffered if Munder fails to comply
with the obligations imposed on him by this Agreement and that, in the event of
any such failure, the Company and/or the Specified Investors would be
irreparably damaged and would not have an adequate remedy at law.  The Company and the Specified Investors,
severally, shall, therefore, be entitled to injunctive relief and/or specific
performance to enforce such obligations of Munder, and if any action should be
brought in equity to enforce any of such provisions of this Agreement, Munder
shall not raise the defense that there is an adequate remedy at law.


 


4.2                                 Governing Law.  Except as to matters governed by the General
Corporation Law of the State of Delaware and decisions thereunder of the
Delaware courts applicable to Delaware corporations, which shall be governed by
such laws and decisions, this Agreement shall be construed and enforced in
accordance with, and the rights of the Parties (and, to the extent they are
beneficiaries hereof, the Specified Investors) shall be governed by, the laws
of the State of Illinois.


 


4.3                                 Entire
Agreement; Waiver.  This
Agreement contains the entire agreement among the Parties hereto with respect
to the subject matter hereof.  No waiver
of any term or provision shall be effective unless in writing signed by the
Party to be charged, and, if so required, the required Specified Investors in
accordance herewith.


 


4.4                                 Binding Effect.  This Agreement shall be binding on and inure
to the benefit of the Parties and, subject to the terms and provisions hereof,
their respective legal representatives, successors and assigns.  This Agreement shall also inure to the
benefit of the Specified Investors.


 


4.5                                 Invalidity of
Provision.  The
invalidity or unenforceability of any provision of this Agreement in any
jurisdiction shall not affect the validity or enforceability of the remainder
of


 


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this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction.


 


4.6                                 Counterparts.  This Agreement may be executed in two or
more counterparts, all of which shall be deemed but one and the same instrument
and each of which shall be deemed an original, and it shall not be necessary in
making proof of this Agreement to produce or account for more than one such
counterpart.


 


4.7                                 Notices.  All notices, consents and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given when (a) delivered by hand, (b) sent by facsimile (with
receipt confirmed), provided that a copy is mailed by certified or registered
mail, return receipt requested, or (c) when received by the addressee, if sent
by Express Mail, Federal Express or other express delivery service (receipt
requested), in each case to the appropriate addresses and facsimile numbers set
forth below (or to such other addresses and facsimile numbers as a Party may
designate as to itself by notice to the other Party):


 


	
  (i)

  	
  If to the Company:

  	
   

  	
  1280 Landmeier Road

  Elk Grove Village, IL 60007-2410

  Fax No. 847-437-4969

  Attention:  General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
  (ii)

  	
  If to Munder: at the
  address set forth in the Munder Securities Purchase Agreement.

  



 


4.8                                 Headings.  The descriptive headings of the several
paragraphs of this Agreement are inserted for convenience only and do not
constitute part of this Agreement.


 


 


[Balance
of page intentionally left blank; signature page follows.]


 


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IN WITNESS WHEREOF, the
Parties hereto have executed this Stock Trading Agreement as of the day and
year first above written.


 


	
  ELECTRIC CITY CORP.

  	
   

  	
  MUNDER POWER PLUS FUND, A

  SERIES OF THE MUNDER FUNDS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
      /s/
  John Mitola

  	
   

  	
   

  	
  By:

  	
  /s/ Stephen Shenkenberg

  	
   

  
	
  Name:

  	
  John Mitola

  	
   

  	
  Name:

  	
  Stephen Shenkenberg

  	
   

  
	
  Title:

  	
  Chief Executive Officer

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
									



 


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