Exhibit 4.44
**FORM OF VENDOR WARRANT**
NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVEBEEN 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) SUBSEQUENTLYREGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, ASAMENDED, AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THECOMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THECOMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED AREBEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCHREGISTRATION.
**ELECTRIC CITY CORP.**
**Warrant To Purchase Common Stock**   Warrant No.: ___ Number of Shares:                     Original Date of Issuance:                       
Electric City Corp., aDelaware corporation (the **“Company”**), hereby certifies that, for good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged,                    , the registered holder hereof or its permitted assigns registered on the books ofthe Company (the **“Holder”**), is entitled, subject to the terms and conditions set forth below, topurchase from the Company upon surrender of this Warrant, at any time or times on or after the datehereof, but not after 5:00 P.M. Eastern Standard Time on                      (the **“Expiration Date”**),                     fully paid and nonassessable shares (the **“Warrant Shares”**) of the Company’s commonstock, par value $0.0001 per share (the **“Common Stock”**), at the exercise price per share equal to$______, subject to adjustment as hereinafter provided (the **“Warrant Exercise Price”**), all on theterms and subject to the conditions hereinafter set forth.
     Section 1. Definitions. In addition to the capitalized terms defined elsewhereherein, the following terms as used in this Warrant shall have the following meanings:
               (i) **“Business Day”**means any day other than Saturday, Sunday or other day on which commercialbanks in the City of New York are authorized or required by law to remain closed.
Page 1 of  9

 

               (ii) **“Person”**means an individual, a limited liability company, a partnership, a jointventure, a corporation, a trust, an unincorporated organization or a government or any departmentor agency thereof.
               (iii) **“Securities Act”**means the Securities Act of 1933, as amended.
     Section 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 date hereofand prior to 5:00 P.M. Eastern Standard Time on the Expiration Date by (i) delivery of a dulyexecuted written notice, in the form of the subscription notice attached as Exhibit Ahereto (the **“Exercise Notice”**), of such Holder’s election to exercise this Warrant, which noticeshall specify the number of Warrant Shares to be purchased, (ii) payment to the Company of anamount equal to the Warrant Exercise Price multiplied by the number of Warrant Shares as to whichthis Warrant is being exercised (the **“Aggregate Exercise Price”**) in cash or by certified check orwire transfer of immediately available funds, and (iii) delivery to the Company of this Warrant (oran indemnity and evidence with respect to this Warrant in the case of its loss, theft, mutilationor destruction as provided in Section 11). In the event of any exercise of the rights representedby 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, theAggregate Exercise Price and this Warrant (or an indemnity and evidence with respect to thisWarrant in the case of its loss, theft, mutilation or destruction as provided in Section 11) (the**“Exercise Delivery Documents”**), deliver at the Company’s expense to the Holder, a certificate orcertificates for the Warrant Shares so purchased, in such denominations as may be requested byHolder and registered in the name of Holder. Upon the Company’s receipt of the Exercise DeliveryDocuments, the Holder shall be deemed for all corporate purposes to have become the holder ofrecord of the Warrant Shares with respect to which this Warrant has been exercised, irrespective ofthe date of delivery of certificates evidencing such Warrant Shares.
          (b) Unless the rights represented by this Warrant shall have expired or shall have been fullyexercised, the Company shall, as soon as practicable and in no event later than ten (10) BusinessDays after any exercise and at its own expense, issue a new Warrant identical in all respects tothis Warrant exercised, except it shall represent rights to purchase the number of Warrant Sharespurchasable immediately prior to such exercise under this Warrant exercised, less the number ofWarrant 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 berounded up or down to the nearest whole number.
     Section 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 thisWarrant will upon issuance be, duly authorized and validly issued.
          (b) All Warrant Shares which may be issued upon the exercise of the rights
Page 2 of  9

 

represented by this Warrant will, upon issuance, be validly issued, fully paid andnonassessable and free from all taxes, liens and charges with respect to the issue thereof.
          (c) Prior to exercise of this Warrant, the Company shall secure the listing of the WarrantShares upon each national securities exchange or market, if any, upon which shares of Common Stockare then listed (subject to official notice of issuance upon exercise of this Warrant) and shallmaintain such listing of the Warrant Shares so long as any other shares of Common Stock shall be solisted.
          (d) The Company has full power and authority to enter into this Warrant, and to issue anddeliver this Warrant and the Warrant Shares, and to incur and perform fully the obligationsprovided herein, all of which have been duly authorized by all necessary corporate action.
          (e) This Warrant has been duly executed and delivered and is the valid and binding obligationof the Company enforceable in accordance with its terms.
     Section 4. Taxes. The Company shall pay any and all taxes, except income taxes, whichmay be payable with respect to the issuance and delivery of Warrant Shares upon exercise of thisWarrant.
     Section 5. Holder Not Deemed a Stockholder. Except as otherwise specifically providedherein, this Warrant shall not entitle Holder to vote or receive dividends or any other rights of astockholder of the Company, including, without limitation, any right to vote, give or withholdconsent to any corporate action (whether a reorganization, issue of stock, reclassification ofstock, consolidation, merger, conveyance or otherwise), receive notice of meetings or receivesubscription rights.
     Section 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 itsown account, for investment and not with a view towards the distribution or resale thereof inviolation of the Securities Act or any applicable state securities laws, (b) has received suchdocuments, materials and information as Holder deems necessary or appropriate for evaluation of theacquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term isdefined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge andexperience in financial and business matters that it is capable of evaluating the merits and risksof an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, stateor regulatory agency has recommended, approved or endorsed, or passed upon the fairness orsuitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy oradequacy of the information provided to Holder, and (e) recognizes that an investment in theWarrant Shares involves a high degree of financial risk, can bear the economic risk of losing itsentire investment in the Warrant Shares and has sought, or will seek, such accounting, legal andtax advice as it has considered, or will consider, necessary to make an informed investmentdecision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannotmake any of the foregoing representations at the time of exercising this Warrant because it wouldbe factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’sexercise of this Warrant that the Company receive such other assurances as the Company considersreasonably necessary to assure the Company that the issuance of the
Page 3 of  9

 

Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any statesecurities laws.
     Section 7. Restriction on Transfer.
          (a) This Warrant and the rights granted to Holder are transferable, in whole or in part, uponsurrender of this Warrant, together with a properly executed warrant power in the form ofExhibit B attached hereto; provided, however, that any transfer or assignment shall besubject to the approval of the Company, such approval not to be unreasonably withheld and theconditions set forth in Section 7(b) below.
          (b) Holder represents and warrants that it understands that the Company is under no obligationto register this Warrant or the Warrant Shares under the Securities Act and that the Warrant andWarrant Shares will be characterized as “restricted securities” under the Securities Act becausethey are being acquired from the Company in a transaction not involving a public offering. Holderalso represents and warrants that it understands that neither the Warrant nor the Warrant Sharesmay be offered for sale, sold, assigned or transferred unless (a) subsequently registered pursuantto an effective registration statement under the Securities Act and applicable state securitieslaws or (b) 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 beoffered for sale, sold, assigned or transferred are being offered for sale, sold, assigned ortransferred pursuant to an exemption from such registration.
          (c) Unless upon their issuance such Warrant Shares are then registered under the SecuritiesAct pursuant to an effective registration statement, any certificates representing Warrant Sharesissued in accordance with this Warrant shall bear a legend substantially in the following form:
THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE “COMPANY”) REPRESENTED BY THISCERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED ORASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENTUNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF SHALLHAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPEREASONABLY 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 ASSIGNEDPURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.
Section 8. This Section has been left blank intentionally.
Page 4 of  9

 

     Section 9.
          (a) Adjustment of Warrant Exercise Price and Number of Warrant Shares upon Subdivision orCombination of Company Stock. If the Company at any time after the date of issuance of thisWarrant subdivides (by any stock split or stock dividend of its Common Stock) its outstandingshares of Common Stock into a greater number of shares of Common Stock, the Warrant Exercise Pricein effect immediately prior to such subdivision will be proportionately reduced and the number ofWarrant Shares obtainable upon exercise of this Warrant will be proportionately increased. If theCompany at any time after the date of issuance of this Warrant combines (by reverse stock split orotherwise) 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 proportionatelyincreased and the number of Warrant Shares obtainable upon exercise of this Warrant will beproportionately decreased. Any adjustment under this Section 9(a) shall become effective at theclose of business on the date the subdivision or combination becomes effective.
          (b) Notices. Upon any adjustment of the Warrant Exercise Price or number of issuableWarrant Shares pursuant to Section 9(a), the Company will give written notice thereof to theHolder, setting forth in reasonable detail the calculation of such adjustment.
     Section 10. Reorganization, Reclassification, Consolidation, Merger or Sale. If atany time, as a result of:
               (i) a capital reorganization or reclassification (other than a subdivision or combinationprovided for in Section 9), or
               (ii) a merger or consolidation of the Company with another corporation (whether or not theCompany is the surviving corporation) or sale of substantially all of the Company’s stock, theCommon Stock issuable upon exercise of this Warrant shall be changed into or exchanged for the sameor a different number of shares of any class or classes of capital stock of the Company or anyother Person, or other securities convertible into such shares, then, as a part of suchreorganization, reclassification, merger, consolidation or sale, appropriate adjustments shall bemade in the terms of this Warrant (or of any securities into which this Warrant is exercised or forwhich this Warrant is exchanged), so that Holder shall thereafter be entitled to receive, uponexercise 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 capitalreorganization, reclassification, merger, consolidation or sale, if Holder had exercised thisWarrant immediately prior to such capital reorganization, reclassification, merger, consolidationor sale. This Warrant, including, without limitation, the provisions of this Section 10 will bebinding upon any entity succeeding to the Company by merger, consolidation or acquisition of all orsubstantially all of the Company’s assets. The provisions of this Section 10 shall similarly applyto (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 thisWarrant.
Page 5 of  9

 

     Section 11. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost,stolen, mutilated or destroyed, the Company shall promptly, on receipt of evidence reasonablysatisfactory 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 amutilated Warrant, the Warrant), issue in lieu thereof a new Warrant of like denomination and tenoras this Warrant so lost, stolen, mutilated or destroyed.
     Section 12. Notice. Any notices, consents, waivers or other communications requiredor permitted to be given under the terms of this Warrant must be in writing and will be deemed tohave been made upon receipt when delivered personally, via pre-paid overnight courier or bycertified mail, postage pre-paid, return receipt requested. The addresses for such communicationsshall be:                If to the Company:            Electric City Corp.     1280 Landmeier Road     Elk Grove Village, IL 60007     Attention: General Counsel           If to the Holder:                                 
or such other address as the Company or Holder, as applicable, may specify in written notice givento the other party in accordance with this Section 12.
     Section 13. 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 whichenforcement of such change, waiver, discharge or termination is sought.
     Section 14. Expiration. This Warrant, in all events, shall be wholly void and of noeffect after 5:00 P.M. Eastern Standard Time on the Expiration Date, except that notwithstandingany other provisions hereof, the provisions of Sections 7 shall continue in full force and effectafter such date as to any Warrant Shares or other securities issued upon the exercise of thisWarrant.
     Section 15. Successors and Assigns. The terms and provisions of this Warrant shallinure to the benefit of, and be binding upon, the Company and the Holder and their respectivesuccessors and permitted assigns.
     Section 16. Descriptive Headings; Governing Law; Arbitration. The descriptiveheadings of the several sections and paragraphs of this Warrant are inserted for convenience onlyand do not constitute a part of this Warrant. All questions concerning the construction, validity,
Page 6 of  9

 

enforcement and interpretation of this Warrant shall be governed by the internal laws of theState 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 ofthe laws of any jurisdiction other than the State of Illinois.
In the event of any and all disagreements and controversies arising from this Warrant, suchdisagreements and controversies shall be subject to binding arbitration as arbitrated in accordancewith the then current Commercial Arbitration Rules of the American Arbitration Association inChicago, Illinois before one neutral arbitrator. Either party may apply to the arbitrator seekinginjunctive 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 havingjurisdiction any interim or provisional relief that is necessary to protect the rights or propertyof that party, pending the establishment of the arbitral tribunal (or pending the arbitraltribunal’s determination of the merits of the controversy). In the event of any such disagreementor controversy, neither party shall directly or indirectly reveal, report, publish or disclose anyinformation relating to such disagreement or controversy to any person, firm or corporation notexpressly authorized by the other party to receive such information or use such information orassist 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. Thecosts and expenses of the arbitration (excluding attorneys’ fees) shall be paid by thenon-prevailing party or as determined by the arbitrator.
     **IN WITNESS WHEREOF**, the Company has caused this Warrant to be signed by a duly authorizedofficer, as of the                      day of                      200_.       **ELECTRIC CITY CORP.**      By:             Name:       Title:
Page 7 of  9

 

**EXHIBIT A TO WARRANT**
SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT
**ELECTRIC CITY CORP.**
     The undersigned Holder hereby exercises the right to purchase                      of the sharesof Common Stock (**“Warrant Shares”**) of Electric City Corp., a Delaware corporation (the **“Company”**),evidenced by the attached Warrant (the **“Warrant”**). The Holder tenders herewith payment of theAggregate Exercise Price in full in the amount of $                     in the form of cash,certified check or wire transfer of immediately available funds with respect to                     Warrant Shares. Capitalized terms used herein and not otherwise defined shall have the respectivemeanings set forth in the Warrant.
Date:                      __, 200_
Name of Holder       By:                   Name:           Title:         
Page 8 of  9

 

**EXHIBIT B TO WARRANT**
FORM OF WARRANT POWER
FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to                     , a warrantto purchase                     shares of the Common Stock of Electric City Corp., a Delaware corporation,represented by warrant certificate no. _____, standing in the name of the undersigned on the booksof said corporation. The undersigned does hereby irrevocably constitute and appoint                                        , to transfer the warrants of said corporation, with full power ofsubstitution in the premises.       Dated:                     , 200_                          By:    Name:           Its:         
Page 9 of  9