exv4w2






Exhibit 4.2



NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY
REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE
COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE
COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE
BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION.




LIME ENERGY CO.




Form of Warrant To Purchase Common Stock




			
	 	 	 
	Warrant No.: [  ]
	 	Number of Shares: [  ]
	Original Date of Issuance: _November 13, 2008	 	 






          Lime Energy Co., a Delaware corporation (the “Company”), hereby certifies that, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,             , the registered holder hereof or his permitted assigns registered on the books of the
Company (the “Holder”), is entitled, subject to the terms and conditions set forth below, to
purchase from the Company upon surrender of this Warrant, at any time or times on or after May 13,
2009 (the “Exercise Eligibility Date”), but before November 13, 2011 (the “Expiration Date”), [
] ( ) fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), at the exercise price per share equal to
$4.10, subject to adjustment as hereinafter provided (the “Warrant Exercise Price”).




     1. Definitions. In addition to the capitalized terms defined elsewhere herein, the
following terms as used in this Warrant shall have the following meanings:



     “Business Day” means any day other than Saturday, Sunday or other day on which commercial
banks in the City of Chicago are authorized or required by law to remain closed.



     “Fair Market Value” means, the fair market value of a share of Common Stock as of a particular
date (the “Determination Date”) as follows:



          (a) If the Common Stock is traded on the NASDAQ Capital Market (“NASDAQ”) or another national
exchange, then the closing sale price reported for the last Business Day immediately preceding the
Determination Date.




          (b) If the Common Stock is not traded on NASDAQ or another national exchange but is traded on
the OTC Bulletin Board, then the mean of the average of the closing bid and asked prices reported
for the last Business Day immediately preceding the Determination Date.




          (c) Except as provided in clause (d) of this definition below, if the Common Stock is not then
publicly traded, then as the Holder and the Company agree, or in the absence of agreement, as
determined by arbitration in accordance with Section 20 hereof.




          (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any
event deemed to be a liquidation, dissolution or winding up pursuant to the Company’s charter, then
all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the
event of such liquidation, dissolution or winding up, plus all other amounts to be payable per
share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of
this clause (d) that all of the shares of Common Stock then issuable upon exercise of this Warrant
are outstanding at the Determination Date.




     “Person” means an individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization or a government or any department or agency
thereof.



     “Securities Act” means the Securities Act of 1933, as amended.



 









 





     2. Exercise of Warrant.



          (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder,
in whole or in part, during normal business hours on any Business Day on or after the Exercise
Eligibility Date and prior to 5:00 P.M. Chicago Time on the Expiration Date by:




               (i) delivery of a duly executed written notice, in the form of the subscription notice
attached as Exhibit A hereto (the “Exercise Notice”), of such Holder’s election to exercise
this Warrant, which notice shall specify the number of Warrant Shares to be purchased;



               (ii) payment to the Company of an amount equal to the Warrant Exercise Price multiplied by the
number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise
Price”), either in cash or by certified check or wire transfer of immediately available funds; and



               (iii) delivery to the Company of this Warrant (or an indemnity and evidence with respect to
this Warrant in the case of its loss, theft, mutilation or destruction as provided in Section 13).



          In the event of any exercise of the rights represented by this Warrant in compliance with this
Section 2(a), the Company shall, on or before the tenth (10th) Business Day following the date of
its receipt of the Exercise Notice, the Aggregate Exercise Price and this Warrant (or an indemnity
and evidence with respect to this Warrant in the case of its loss, theft, mutilation or destruction
as provided in Section 13) (the “Exercise Delivery Documents”), deliver at the Company’s expense to
the Holder, a certificate or certificates for the Warrant Shares so purchased, in such
denominations as may be requested by Holder and registered in the name of Holder. Upon the
Company’s receipt of the Exercise Delivery Documents, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to which this
Warrant has been exercised, irrespective of the date of delivery of certificates evidencing such
Warrant Shares.




          (b) Unless the rights represented by this Warrant shall have expired or shall have been fully
exercised, the Company shall, as soon as practicable and in no event later than ten (10) Business
Days after any exercise and at its own expense, issue a new Warrant identical in all respects to
this Warrant exercised, except it shall represent rights to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant exercised, less the number of
Warrant Shares with respect to which this Warrant is exercised.




          (c) No fractional shares of Common Stock are to be issued upon the exercise of this Warrant,
but rather the number of shares of Common Stock issued upon exercise of this Warrant shall be
rounded up to the nearest whole number.




          (d) If this Warrant shall have been exercised in part, the Company shall, at the time of
delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new
Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by
this Warrant, which new Warrant shall in all other respects be identical with this Warrant.




     3. Covenants. The Company hereby represents, covenants and agrees as follows:



          (a) This Warrant is, and any Warrants issued in substitution for or replacement of this
Warrant will upon issuance be, duly authorized and validly issued.




          (b) All Warrant Shares which may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be validly issued, fully paid and nonassessable.




          (c) The Company has full power and authority to enter into this Warrant, and to issue and
deliver this Warrant and the Warrant Shares, and to incur and perform fully the obligations
provided herein, all of which have been duly authorized by all necessary corporate action.




          (d) This Warrant has been duly executed and delivered and is the valid and binding obligation
of the Company enforceable in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights
generally and by general principles of equity.




          (e) Unless required by law, the Company will not close its stockholder books or records in any
manner which prevents the timely exercise of this Warrant.




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          (f) The Company agrees to maintain, at its aforesaid office, books for the registration and
the registration of transfer of the Warrants.




     4. Taxes. The Company shall pay any and all taxes, except income taxes, which may be
payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.



     5. Holder Not Deemed a Stockholder. Except as otherwise specifically provided herein,
this Warrant shall not entitle Holder to vote or receive dividends or any other rights of a
stockholder of the Company, including, without limitation, any right to vote, give or withhold
consent to any corporate action (whether a reorganization, issue of stock, reclassification of
stock, consolidation, merger, conveyance or otherwise), receive notice of meetings or receive
subscription rights.



     6. Representations of Holder. The Holder, by the acceptance hereof, represents and
warrants that it:



          (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for
investment and not with a view towards the distribution or resale thereof in violation of the
Securities Act or any applicable state securities laws;




          (b) has received such documents, materials and information as the Holder deems necessary or
appropriate for evaluation of the acquisition of this Warrant and the right to acquire Warrant
Shares hereunder;




          (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D
promulgated under the Securities Act and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of an investment in this
Warrant and the Warrant Shares;




          (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or
endorsed, or passed upon the fairness or suitability of, an investment in this Warrant or the
Warrant Shares or passed up on the accuracy or adequacy of the information provided to the Holder;
and




          (e) recognizes that an investment in the Warrant Shares involves a high degree of financial
risk, and that it can bear the economic risk of losing its entire investment in the Warrant Shares
and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will
consider, necessary to make an informed investment decision with respect to its acquisition of this
Warrant and of any Warrant Shares.




          If the Holder cannot make any of the foregoing representations at the time of any exercise of
this Warrant because it would be factually incorrect at that time, the Holder shall so notify the
Company, and it shall be a condition to the Holder’s exercise of this Warrant at that time that the
Company receive such other assurances as the Company then considers reasonably necessary to assure
the Company that the issuance of the Warrant Shares upon such exercise of this Warrant at such time
shall not violate the Securities Act or any state securities laws.




     7. Restriction on Transfer.



          (a) This Warrant and the rights granted to Holder are transferable, in whole or in part, upon
surrender of this Warrant, together with a properly executed transfer endorsement in the form of
Exhibit B attached hereto; provided, however, that any transfer or assignment shall
be subject to the approval of the Company, such approval not to be unreasonably withheld, and the
conditions set forth in Section 7(b) below.




          (b) Holder represents and warrants that it understands that the Company is under no obligation
to register this Warrant or any of the Warrant Shares, under the Securities Act and that this
Warrant and Warrant Shares will be characterized as “restricted securities” under the Securities
Act because they are being acquired from the Company in a transaction not involving a public
offering. The Holder also represents and warrants that it understands that neither the Warrant nor
the Warrant Shares may be offered for sale, sold, assigned or transferred unless (i) at that time
they have been registered pursuant to an effective registration statement under the Securities Act
and applicable state securities laws, or (ii) the Holder shall have delivered to the Company a
written opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to
the effect that the securities to be offered for sale, sold, assigned or transferred are being
offered for sale, sold, assigned or transferred pursuant to an exemption from such registration.




          (c) Unless upon their issuance such Warrant Shares are then registered under the Securities
Act pursuant to an effective registration statement, any certificates representing Warrant Shares
issued in accordance with this Warrant shall bear a legend substantially in the following form:




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THE SHARES OF COMMON STOCK OF LIME ENERGY CO. (THE “COMPANY”) REPRESENTED BY THIS
CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF
COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE
EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE
BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM
SUCH REGISTRATION.



          (d) If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal
holiday.




     8. Adjustment of Warrant Exercise Price and Number of Warrant Shares upon Subdivision or
Combination of Common Stock.



          (a) If the Company at any time after the date of issuance of this Warrant subdivides (by any
stock split or stock dividend of its Common Stock) its outstanding shares of Common Stock into a
greater number of shares of Common Stock, the Warrant Exercise Price in effect immediately prior to
such subdivision will be proportionately reduced and the number of Warrant Shares obtainable upon
exercise of this Warrant will be proportionately increased. If the Company at any time after the
date of issuance of this Warrant combines (by reverse stock split or otherwise) its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, the Warrant Exercise Price
in effect immediately prior to such combination will be proportionately increased and the number of
Warrant Shares obtainable upon exercise of this Warrant will be proportionately decreased. Any
adjustment under this Section 8(a) shall become effective at the close of business on the date the
subdivision or combination becomes effective.




          (b) Upon any adjustment of the Warrant Exercise Price or number of issuable Warrant Shares
pursuant to this Section 8, the Company will give written notice thereof to the Holder, setting
forth in reasonable detail the calculation of such adjustment.




     9. Reorganization, Reclassification, Consolidation, Merger or Sale.



          If at any time, as a result of:




          (a) a capital reorganization or reclassification (other than a subdivision or combination
provided for in Section 8(a)), or




          (b) a merger or consolidation of the Company with another corporation (whether or not the
Company is the surviving corporation) or sale of substantially all of the Company’s stock, the
Common Stock issuable upon exercise of this Warrant shall be changed into or exchanged for the same
or a different number of shares of any class or classes of capital stock of the Company or any
other Person, or other securities convertible into such shares, then, as a part of such
reorganization, reclassification, merger, consolidation or sale, appropriate adjustments shall be
made in the terms of this Warrant (or of any securities into which this Warrant is exercised or for
which this Warrant is exchanged), so that Holder shall thereafter be entitled to receive, upon
exercise of this Warrant or of such substitute securities, the kind and amount of shares of stock,
other securities, money and property which Holder would have received at the time of such capital
reorganization, reclassification, merger, consolidation or sale, if Holder had exercised this
Warrant immediately prior to such capital reorganization, reclassification, merger, consolidation
or sale. This Warrant, including, without limitation, the provisions of this Section 9 will be
binding upon any entity succeeding to the Company by merger, consolidation or acquisition of all or
substantially all of the Company’s assets. The provisions of this Section 9 shall similarly apply
to (x) successive capital reorganizations, reclassifications, mergers, consolidations and sale and
(y) the securities of any other Person that are at the time receivable upon the exercise of this
Warrant.




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     10. Voluntary Adjustment by the Company. The Company may at any time during the term
of this Warrant reduce the then current Exercise Price to any amount and for any period of time
deemed appropriate by the Board of Directors of the company.



     11. Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of
securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is
adjusted, as herein provided, the Company shall promptly notify the Holder, in accordance with
Section 15 below, of such adjustment or adjustments setting forth the number of Warrant Shares (and
other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price
of such Warrant Shares (and other securities or property) after such adjustment, seeing forth a
brief statement of the facts requiring such adjustment and setting forth the computation by which
such adjustment was made.



     12. Notice of Corporate Action. If at any time:



          (a) the Company shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a dividend or other distribution, or any right to subscribe for or
purchase any evidences of its indebtedness, any shares of stock of any class or any other
securities or property, or to receive any other right, or




          (b) there shall be any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any consolidation or merger of the Company
with, or any sale, transfer or other disposition of all or substantially all the property, assets
or business of the Company to, another corporation, or




          (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the
Company;



then, in any one or more of such cases, the Company shall give to Holder (i) at least 20 days’
prior written notice of the date on which a record date shall be selected for such dividend,
distribution or right or for determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up,
and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up, at least 20 days’ prior written
notice of the date when the same shall take place. Such notice in accordance with the foregoing
clause also shall specify (i) the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and character thereof, and
(ii) the date on which any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange
their Warrant Shares for securities or other property deliverable upon such disposition,
dissolution, liquidation or winding up.




     13. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen,
mutilated or destroyed, the Company shall promptly, on receipt of evidence reasonably satisfactory
to the Company of the ownership of, and the loss, theft, mutilation or destruction of, this
Warrant, and an indemnity reasonably satisfactory to the Company (or in the case of a mutilated
Warrant, the Warrant), issue in lieu thereof a new Warrant of like denomination and tenor as this
Warrant so lost, stolen, mutilated or destroyed.



     14. Authorized Shares.



          (a) The Company covenants that during the period the Warrant is outstanding, it will reserve
from its authorized and unissued Common Stock a sufficient number of shares to provide for the
issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The
Company further covenants that its issuance of this Warrant shall constitute full authority to its
officers who are charged with the duty of executing stock certificates to execute and issue the
necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this
Warrant. The Company will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of the market upon which the Common Stock may be listed.




          (b) The Company shall not by any action, including, without limitation, amending its
certificate of incorporation or though any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all such actions as
may be necessary or appropriate to protect the rights of Holder against impairment. Without
limiting the generality of the foregoing, the Company will (a) not increase the par value of any
Warrant Shares above the amount payable therefor upon such exercise immediately prior to such
increase in par value, (b) take all such action




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as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable the Company to
perform its obligations under this Warrant.




          (c) Before taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all
such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.




     15. Notice. Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Warrant must be in writing and will be deemed to have
been made upon receipt when delivered personally, via pre-paid overnight courier or by certified
mail, postage pre-paid, return receipt requested. The addresses for such communications shall be:



         If to the Company:



	 	 	 	 	 
	 

	 	Lime Energy Co.
	 	 
	 

	 	1280 Landmeier Road	 	 
	 

	 	Elk Grove Village, IL 60007	 	 
	 

	 	Attention: Jeffrey R. Mistarz	 	 
	 
	 	 	 	 
	 

	 	If to the Holder:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 





or such other address as the Company or Holder, as applicable, may specify in written notice given
to the other party in accordance with this Section 15.




     16. Amendments. This Warrant and any term hereof may be changed, waived, discharged,
or terminated only by an instrument in writing signed by the party hereto against which enforcement
of such change, waiver, discharge or termination is sought.



     17. Expiration. This Warrant, in all events, shall be wholly void and of no effect
after 5:00 P.M. Chicago Time on the Expiration Date.



     18. Successors and Assigns. The terms and provisions of this Warrant shall inure to
the benefit of, and be binding upon, the Company and the Holder and their respective successors and
permitted assigns.



     19. Descriptive Headings; Governing Law. The descriptive headings of the several
sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a
part of this Warrant. All questions concerning the construction, validity, enforcement and
interpretation of this Warrant shall be governed by the internal laws of the State of Illinois,
without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of Illinois or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Illinois.



     20. Arbitration. In the event of any and all disagreements and controversies arising
from this Warrant, such disagreements and controversies shall be subject to binding arbitration as
arbitrated in accordance with the then current Commercial Arbitration Rules of the American
Arbitration Association in Chicago, Illinois before one neutral arbitrator. Either party may apply
to the arbitrator seeking injunctive relief until the arbitration award is rendered or the
controversy is otherwise resolved. Without waiving any remedy under this Warrant, either party may
also seek from any court having jurisdiction any interim or provisional relief that is necessary to
protect the rights or property of that party, pending the establishment of the arbitral tribunal
(or pending the arbitral tribunal’s determination of the merits of the controversy). In the event
of any such disagreement or controversy, neither party shall directly or indirectly reveal, report,
publish or disclose any information relating to such disagreement or controversy to any person,
firm or corporation not expressly authorized by the other party to receive such



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information or use such information or assist any other person in doing so, except to comply
with actual legal obligations of such party, or unless such disclosure is directly related to an
arbitration proceeding as provided herein, including, but not limited to, the prosecution or
defense of any claim in such arbitration. The costs and expenses of the arbitration (excluding
attorneys’ fees) shall be paid by the non-prevailing party or as determined by the arbitrator.



     21. Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise
any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise
prejudice Holder’s rights, powers or remedies, notwithstanding all rights hereunder terminate on
the Termination Date. If the Company willfully and knowingly fails to comply with any provision of
this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder
such amounts as shall be sufficient to cover any costs and expenses including, but not limited to,
reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in
collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or
remedies hereunder.



     22. Limitation of Liability. No provision hereof, in the absence of affirmative
action by Holder to purchase Warrant Shares, and no enumeration herein of the rights or privileges
of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or
as a stockholder of the Company, whether such liability is asserted by the Company or by creditors
of the Company.



     23. Remedies. Holder, in addition to being entitled to exercise all rights granted by
law, including recovery of damages, will be entitled to specific performance of its rights under
this Warrant. The Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to
waive the defense in any action for specific performance that a remedy at law would be adequate.



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     IN WITNESS WHEREOF , the Company has caused this Warrant to be signed by a duly authorized
officer, as of the 13th day of November, 2008.



	 	 	 	 	 
	 	LIME ENERGY CO.

 	 
	 	By:  	 	 
	 	 	Name:  	Jeffrey R. Mistarz 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




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EXHIBIT A TO WARRANT




SUBSCRIPTION FORM




TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT




          The undersigned, pursuant to the provisions set forth in the attached Warrant (No. 129),
hereby irrevocably elects to purchase                      shares of the Common Stock
covered by such Warrant.




          The undersigned herewith makes payment of the Aggregate Exercise Price for such shares at the
price per share provided for in such Warrant. Such payment takes the form of $ in lawful money of
the United States.




          The undersigned requests that the certificates for such shares be issued in the name of, and
delivered to                                          whose address is
                                        
                                        
                                        
                                        
                                              


                                        
                                        
                                        
                                        
                                              
               .


          The undersigned represents and warrants that all offers and sales by the undersigned of the
securities issuable upon exercise of the within Warrant shall be made pursuant to registration of
the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”) or pursuant to
an exemption from registration under the Securities Act.




Date:                      , 20_____




	 	 	 	 	 	 	 
	 	 	

[PURCHASER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 





EXHIBIT B TO WARRANT




FORM OF TRANSFEROR ENDORSEMENT




(To be signed only on transfer of Warrant)




          For value received, the undersigned hereby sells, assigns, and transfers unto the person(s)
named below under the heading “Transferees” the right represented by the within Warrant to purchase
the percentage and number of shares of Common Stock of Lime Energy Co. into which the within
Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to
transfer its respective right on the books of Lime Energy Co. with full power of substitution in
the premises.




							
	 	 	 	 	 	 	 
	Transferees
	 	Address
	 	Percentage Transferred
	 	Number Transferred






	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

(Signature must conform to name of holder as specified on the face
of the Warrant)
	 	 
	 
	 	 	 	 	 	 	 	 
	Signed in the presence of:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	(Name)
	 	 	 	(address)	 	 
	 
	 	 	 	 	 	 	 	 
	ACCEPTED AND AGREED:	 	 	 	 	 	 
	[TRANSFEREE]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	(Name) 
	 	 	 	(address)