Specimen Stock Certificate

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of Rights set forth above, each of which entitles the owner to subscribe for and purchase one share of common stock, $.0001 par value per share, of Lime Energy Co., a Delaware corporation, on the terms and subject to the conditions set forth in the Prospectus and instructions relating hereto on the reverse side hereof and in the instructions as to the use of this certificate included in this mailing. The non-transferable Rights (as defined in the Prospectus) represented by this Subscription Certificate may be exercised by duly completing Section 1 on the reverse side hereof and by returning the full payment of the subscription price for each share of common stock as described on the reverse side hereof. Special delivery instructions may be specified by completing Section 2 on the reverse side hereof. THE RIGHTS EVIDENCED BY THIS SUBSCRIPTION CERTIFICATE ARE NOT TRANSFERABLE AND MAY NOT BE EXERCISED UNLESS THE REVERSE SIDE HEREOF IS COMPLETED AND SIGNED WITH A SIGNATURE GUARANTEE, IF APPLICABLE.

 

Dated:

 

 

Chief Executive Officer

IF YOU WISH TO SUBSCRIBE FOR YOUR FULL BASIC SUBSCRIPTION PRIVILEGE OR A PORTION THEREOF:

 

BASIC SUBSCRIPTION PRIVILEGE:

I apply for                     shares at $1.00 each = $                                             
          (no. of new shares)      (subscription price)      (amount enclosed)

 

OVER-SUBSCRIPTION PRIVILEGE:

 

IF YOU HAVE SUBSCRIBED FOR YOUR BASIC SUBSCRIPTION PRIVILEGE AND
WISH TO PURCHASE ADDITIONAL SHARES PURSUANT TO THE
OVER-SUBSCRIPTION PRIVILEGE:

 

 

I apply for                                    shares at $1.00 each = $                     

          (no. of new shares)      (subscription price)      (amount enclosed)

 

 

Total Amount of Check Enclosed = $                    

 

Checks or bank drafts drawn on a U.S. bank, or postal telegraphic or express money orders should be made payable to LaSalle Bank National Association, as Subscription Agent.

 

 

TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this offer and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus. I hereby agree that if I fail to pay for the shares of Common Stock for which I have subscribed, Lime Energy Co. may exercise its legal remedies against me.

 

 

 

 

Signature(s) of Subscriber(s)

 

IMPORTANT: THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE REVERSE OF THIS SUBSCRIPTION CERTIFICATE.

 

 

If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print). See the instructions.

 

 

Name(s):

 

Capacity (Full Title):

Taxpayer ID # or