SHAREHOLDER AND INVESTOR RIGHTS AGREEMENT

9.17                        Further Assurances.  Each party hereto shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

9.18                        Construction.  Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant.  Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

[Signature page follows]

21

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective officers hereunto duly authorized as of the date first above written.

Signature Page to Shareholder Rights
Agreement

Signature Page to Shareholder Rights
Agreement

Signature Page to Shareholder Rights
Agreement

Signature Page to Shareholder Rights
Agreement

Exhibit A

Capitalization

Exhibit B

Form of Support Agreement

See attached.

FORM OF

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT dated as of [·], 20[·] (this “Agreement”), is by and among Lime Energy Co., a Delaware corporation (the “Company”), [BUYER], a [STATE OF ORGANIZATION] corporation (“Parent”), and the undersigned stockholders(1) (“Stockholders”).

WHEREAS, concurrently with or following the execution of this Agreement, the Company, Parent and [MERGER SUB], a [STATE OF ORGANIZATION] and wholly owned subsidiary of Parent (“Merger Sub”), have entered, or will enter, into an [Agreement and Plan of Merger] (as the same may be amended from time to time, the “Merger Agreement”), providing for, among other things, [a tender offer by Merger Sub and] the merger (the “Merger”)(2) of Merger Sub and the Company pursuant to the terms and conditions of the Merger Agreement;

WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Parent has required that Stockholder execute and deliver this Agreement;

WHEREAS, in order to induce Parent to enter into the Merger Agreement, Stockholder is willing to make certain representations, warranties, covenants and agreements with respect to the shares of Common Stock Beneficially Owned by Stockholder and set forth below Stockholder’s signature on the signature page hereto (the “Original Shares” and, together with any additional shares of Common Stock pursuant to Section 6 hereof, the “Shares”);

WHEREAS, the Company, [Bison Capital Equity Partners IV, L.P.], a Delaware limited partnership or its permitted assigns (“Purchaser”), and [certain of] Stockholders [and][or][Stockholder’s Affiliates] are parties to that certain Shareholder and Investor Rights Agreement, dated as of December [·], 2014 (the “Shareholder Rights Agreement”), pursuant to which Stockholders are obligated to enter into this Agreement for the benefit of Purchaser; and

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows.  Certain capitalized terms used herein are defined in ARTICLE V below.  Any capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

(1) It is contemplated that each “group” of stockholders subject to Section 7.6 of the Shareholder Agreement will sign a separate Support Agreement in this form.

(2) Definitions of Merger Agreement and Merger to be modified and/or expanded to reflect nature of transaction and transaction agreements.

ARTICLE I.

Agreement to Vote(3)

Section 1.01                             Agreement to Vote.  Each Stockholder agrees during the Term to vote its Shares, and to cause any holder of record of its Shares to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company:

(a)                                 in favor of the Merger and the Merger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof;

(b)                                 against (1) any Acquisition Proposal(4) (except as otherwise provided in Section 4.02), (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company’ Amended and Restated Certificate of Incorporation or By-laws).

Section 1.02                             Irrevocable Proxy.  Each Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 1.01. This proxy and power of attorney is given to secure the performance of the duties of each Stockholder under this Agreement. Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by each Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

(3) This Article may be removed if the transaction is a two-step transaction and there is no provision in the Merger Agreement terminating the tender offer and reverting to a shareholder meeting if less than a defined threshold of shares is tendered.

(4) To be defined in the same manner as in the no solicitation provision of the Merger Agreement; i.e., that which the Company will be prohibited from soliciting during the no shop period.

Section 1.03                             Limitation.  Notwithstanding the foregoing, if the Board of Directors of the Company has effected (and not withdrawn) a Permitted Change of Recommendation(5) in accordance with the Merger Agreement in response to a Superior Proposal(6), then the obligation to vote as set forth in Section 1.01 above shall only apply to a number of Shares equal to   %(7) of the total Company voting power outstanding on the record date for such meeting or consent, allocated amongst the Stockholders as they determine in their sole discretion, and the Stockholders may vote the remaining Shares in their sole discretion, as they determine.

ARTICLE II.

Agreement to Tender(8)

Section 2.01                             Obligation to Tender.  Subject to Section 2.02, each Stockholder shall duly tender, or cause to be tendered, in the Tender Offer(9), all of its Shares pursuant to and in accordance with the terms of the Tender Offer.  Promptly, but in any event no later than five (5) Business Days after the commencement of the Tender Offer, each Stockholder shall (i) deliver or cause to be delivered to the depositary designated in the Tender Offer (the “Depositary”) (A) a letter of transmittal with respect to such Shares complying with the terms of the Tender Offer, (B) a certificate or certificates representing such Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any Shares and (C) all other documents or instruments required to be delivered pursuant to the terms of the Tender Offer, and/or (ii) instruct its Broker to tender such Shares on a timely basis and in accordance herewith pursuant to and in accordance with the terms of the Tender Offer.  Each Stockholder agrees that once its Shares are so tendered, such Stockholder will not, subject to Section 2.02, withdraw, nor permit the withdrawal of, any tender of such

(5) To be defined in the same manner as in the no solicitation provision of the Merger Agreement for this concept.

(6) To be defined in the same manner as in the no solicitation provision of the Merger Agreement; i.e., the type of Acquisition Proposal for which the Board could effect a Permitted Change of Recommendation.

(7) This percentage to be completed based upon the opinion of Company counsel as to the maximum percentage of shares that can be subject to a support agreement consistent with Delaware law (taking into account the provisions of the Merger agreement concerning the right of the Board to terminate the Merger Agreement following a Permitted Change of Recommendation).  Reductions from total Shares owned to this percentage will be proportional for every holder subject to a support agreement in the transaction unless such holders agree differently amongst themselves.  Within each support agreement (i.e., for each “group” of related holders), the percent to be voted may be allocated amongst them as they see fit.

(8) To be used if Merger is a two-step including a first step tender offer.

(9) Defined term to be same as used in two-step merger agreement

Shares, unless and until (i) the Tender Offer shall have been terminated in accordance with the terms of the Merger Agreement, or (ii) the Term of this Agreement shall have ended.

Section 2.02          Limitation. Notwithstanding the foregoing, if the Board of Directors of the Company has effected (and not withdrawn) a Permitted Change of Recommendation(10) in accordance with the Merger Agreement in response to a Superior Proposal(11), then the obligation to tender as set forth in Section 2.01 above shall only apply to a number of Shares equal to    %(12) of the total Company voting power outstanding on the record date for such meeting or consent, allocated amongst the Stockholders as they determine in their sole discretion, and the Stockholders may tender or refrain from tendering the remaining Shares in their sole discretion, as they determine.

ARTICLE III.
Representations and Warranties

Section 3.01                             Representations and Warranties of the Stockholders.  Each Stockholder hereby represents and warrants to the Company as follows, as of the date of this Agreement and during the Term:

(a)                                 Due Organization.  If such Stockholder is an entity, it is duly organized and existing in good standing under the laws of the jurisdiction of its organization.

(b)                                 Authorization; No Contravention.  This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(10) To be defined in the same manner as in the no solicitation provision of the Merger Agreement for this concept.

(11) To be defined in the same manner as in the no solicitation provision of the Merger Agreement; i.e., the type of Acquisition Proposal for which the Board could do a Permitted Change of Recommendation.

(12) This percentage to be completed based upon the opinion of Company counsel as to the maximum percentage of shares that can be subject to a support agreement consistent with Delaware law (taking into account the provisions of the Merger agreement concerning the right of the Board to terminate the Merger Agreement following a Permitted Change of Recommendation). Reductions from total Shares owned to this percentage will be proportional for every holder subject to a support agreement in the transaction unless such holders agree differently amongst themselves. Within each support agreement (i.e., for each “group” of related holders), the percent to be voted may be allocated amongst them as they see fit.

(c)                                  Governmental Authorization; Third Party Consent. No approval, consent, compliance, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by it or enforcement against it of this Agreement. The Shares are not, with respect to the voting or transfer of such shares, subject to any other agreement, arrangement or understanding including any voting agreement, stockholders agreement, irrevocable proxy or voting trust (other than agreements with Purchaser).

(d)                                 Title to Shares. Each Stockholder is the beneficial owner of the Shares (including convertible securities, warrants and options convertible into shares of Common Stock) set forth opposite such Stockholder’s name on Schedule I attached hereto, such Shares (or the securities convertible into such Shares) are owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on such Stockholder’s voting rights, charges and other encumbrances, of any nature whatsoever.

(e)                                  No Litigation. There is no suit, claim, action, investigation or proceeding pending or, to the knowledge of such Stockholder, threatened against such Stockholder at law or in equity before or by any Governmental Authority that could reasonably be expected to impair the ability of such Stockholder to perform its obligations hereunder or consummate the transactions contemplated hereby.

ARTICLE IV.
Other Provisions

Section 4.01                             Additional Securities. Stockholder agrees that, in the event (a) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of the Original Shares Beneficially Owned by such Stockholder, or (b) that after the date of this Agreement such Stockholder purchases or otherwise acquires or obtains Beneficial Ownership or record ownership of or an interest in any Common Stock (any such shares referred to in the foregoing clauses “(a)” or “(b),” collectively, “Additional Securities”), that such Stockholder shall deliver promptly (but no later than the second (2nd) Business Day following such acquisition) to the Company written notice of its purchase, acquisition or ownership of Additional Securities which notice shall state the number of Additional Securities so purchased, acquired or owned. Each Stockholder agrees that any Additional Securities purchased, acquired or owned during the Term by such Stockholder shall be subject to the terms of this Agreement and shall constitute Shares of such Stockholder to the same extent as if those Additional Securities were owned by such Stockholder on the date of this Agreement.

Section 4.02                             Agreement for Superior Proposal. In the event that the Merger Agreement entered into in connection with the Merger is terminated in accordance with its terms and another agreement (an “Agreement for Superior Proposal”) is entered into with a third party (the “Third Party”) with respect to a Superior Proposal during the Term, then the Stockholder’s agreements pursuant to ARTICLE I [and ARTICLE II] of this Agreement shall terminate, and:

(a)                                 the provisions of this Agreement shall apply instead to such other Agreement for Superior Proposal in the same fashion as they apply to the Merger Agreement and the Merger (including the provisions of ARTICLE II with respect to a tender offer), unless the Company and

Purchaser shall have advised the Stockholders in writing that any provision of this Agreement shall not apply to such other Agreement for Superior Proposal; or

(b)                                 if the Company and Purchaser shall so request, each Stockholder agrees promptly, and in no event later than the second (2nd) Business Day following such notice and request, to enter into a support agreement with the Third Party, consistent with this Agreement but with such changes as may be reasonably required in the opinion of the Company’s Board of Directors to reflect the different terms of the Agreement for Superior Proposal (“Third Party Support Agreement”), pursuant to which the Stockholders will agree with the Third Party to vote their Shares and/or irrevocably tender their Shares in accordance with the terms of the Agreement for Superior Proposal, and upon each Stockholder’s entry into such Third Party Support Agreement, such Stockholder’s duties under this Agreement shall terminate.

Section 4.03                             Waiver of Appraisal and Dissenters’ Rights and Actions. Each Shareholder hereby (a) waives and agrees not to exercise any rights of appraisal or rights to dissent from the transaction contemplated by the Merger Agreement that it may have and (b) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Parent, Merger Sub or any Third Party or any of their respective officers, directors, general partners, managers, affiliates or successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any person with respect to the Merger Agreement or Agreement for Superior Proposal.

Section 4.04                                    Restriction on Transfer. During the Term, except for any action required or permitted pursuant to this Agreement, each Stockholder (solely in its capacity as such and not, if applicable, in its capacity as a director of the Company) shall not, directly or indirectly, (a) offer, sell, transfer, tender, pledge, encumber, create a Lien, assign, hypothecate or otherwise dispose of, or enter into any contract, option, Constructive Sale or other agreement, arrangement or understanding with respect to the offer, sale, transfer, tender, pledge, encumbrance, assignment, hypothecation or other disposition of, any or all of the Shares, or grant any proxy, power of attorney or other authorization or consent in or with respect to any of its Shares that would be inconsistent with such Stockholder’s obligations under this Agreement (any such action, a “Transfer”); or (b) enter into any swap, hedge or other agreement, arrangement or understanding that transfers, in whole or in part, any of the economic consequences of voting rights or ownership of the Shares, or (c) commit or agree to take or publicly announce an intention to commit or agree to take any of the foregoing actions. Any purported Transfer not permitted under this Section 4.04 shall be null and void.

Section 4.05                                    No Agreement as Director or Officer. No Stockholder makes any agreement in this Agreement in its capacity as a director or officer of the Company or any of its subsidiaries (if Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by a Stockholder in its capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Stockholder from exercising Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.

ARTICLE V.

Definitions

Section 5.01                                    Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Additional Securities” shall have the meaning ascribed to such term in Section 4.01.

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any specified Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Broker” shall mean a DTC participant holding shares of Common Stock in “street name”.

“Business Day” shall mean a day, other than a Saturday, Sunday or another day on which commercial banking institutions in New York are authorized or required by Law to be closed.

“Common Stock” shall mean the shares of common stock, par value $0.0001 per share of the Company.(13)

“Beneficially Owned” or “Beneficial Ownership” by a Person shall mean ownership of such securities in respect of which such Person is considered to be a “beneficial owner” under Rule 13d-3 under the Exchange Act as in effect on the date hereof.

“Company” shall have the meaning ascribed to such term in the Preamble.

“Constructive Sale” shall mean a short sale with respect to such security, entering into or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any transaction that has substantially the same effect as any of the foregoing.

“Depositary” shall have the meaning ascribed to such term in Section 2.01.

“Exchange Act” shall have the meaning ascribed to such term in the Recitals.

(13) If any other voting securities are outstanding and held by a Stockholder, definition to be modified and expanded to include all voting securities.

“Governmental Authority” shall mean any federal, state, provincial, local or other governmental department, commission, board, bureau, agency, central bank, court, tribunal or other instrumentality or authority or subdivision thereof, domestic or foreign, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government including, without limitation, the Financial Industry Regulatory Authority. Any stock exchange on which shares of the Company’s Capital Stock are traded shall be deemed a Governmental Authority.

“Lien” shall mean any lien, mortgage, charge, pledge, security interest, encumbrance, any conditional sale or other title retention agreement or the filing of or any agreement, arrangement or understanding to give any financing statement under the laws of any jurisdiction including with respect to any account with the Broker containing any Shares.

“Merger Agreement” shall have the meaning ascribed to such term in the Recitals.

“Person” shall mean any individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group (as defined in the Securities Exchange Act of 1934, as amended).

“Proceedings” shall have the meaning ascribed to such term in Section 6.06.

“Purchaser” shall have the meaning ascribed to such term in the Recitals.

“Shareholder Rights Agreement” shall have the meaning ascribed to such term in the Recitals.

“Term” shall have the meaning ascribed to such term in Section 6.01.

“Third Party” shall have the meaning ascribed to such term in Section 4.02.

“Transfer” shall have the meaning ascribed to such term in Section 4.04.

ARTICLE VI.
Miscellaneous

Section 6.01          Term. The term of this Agreement (the “Term”) shall commence on the date hereof and expire upon the first to occur of: (a) consummation of the Merger, (b) as set forth in Section 4.02(b), or (c) termination of the Merger Agreement in accordance with its terms in a circumstance where Section 4.02 does not apply.

Section 6.02          Entire Agreement; Amendments. This Agreement is intended by the parties hereto as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or therein. This Agreement supersedes all prior agreements and understandings between the parties hereto with respect to such subject matter.

Section 6.03          Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by facsimile (with receipt confirmed), nationally recognized overnight courier service or personal delivery to the address set forth opposite the party’s names on the signature page hereto or to such other address provided by such party in accordance herewith. All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by nationally recognized overnight courier service; or when sent, if sent via facsimile during the recipient’s normal business hours with confirmation of sending.

Section 6.04          Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS CONFLICT OF LAW OR CHOICE OF LAW PRINCIPLES.

Section 6.05          Expenses. All expenses incurred by the Company in connection with or related to the authorization, preparation or execution of this Agreement and the consummation of the transactions contemplated hereby, shall be borne solely and entirely by the Company, and all such expenses incurred by any Stockholder shall be borne solely and entirely by such Stockholder.

Section 6.06          Jurisdiction. Any governmental, judicial or adversarial proceeding (public or private), litigation, suits, arbitration, disputes, demands, claims, actions, causes of action or investigations (collectively, “Proceedings”) seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall be brought in the U.S. District Court for the District of Delaware (or, if subject matter jurisdiction is unavailable, in the state courts of the State of Delaware), and each of the parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such Proceeding and waives any objection to venue laid therein. Process in any such Proceeding may be served on any party anywhere in the world, whether within or without the State of Delaware. Without limiting the foregoing, the parties agree that service of process upon such party at the address referred to on the signature pages hereto together with written notice of such service to such party, shall be deemed effective service of process upon such party. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) ARISING OUT OF OR BASED UPON THIS AGREEMENT.

Section 6.07          Successors and Assigns; Third Party Beneficiaries. Without limiting or modifying Section 4.04, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties. Purchaser is an intended third party beneficiary of this Agreement. No Person other than the parties, Purchaser and their respective successors and permitted assigns is intended to be a beneficiary of this Agreement.

Section 6.08          Signatures; Counterparts. Facsimile (and electronic) transmissions of any executed original document and/or retransmission of any executed facsimile (or electronic) transmission shall be deemed to be the same as the delivery of an executed original. At the request of any party hereto, the other parties hereto shall confirm facsimile transmissions by executing duplicate original documents and delivering the same to the requesting party or parties.

This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 6.09          Severability. If any one or more of the provisions contained in this Agreement, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions of this Agreement. The parties hereto further agree to replace such invalid, illegal or unenforceable provision of this Agreement with a valid, legal and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid, illegal or unenforceable provision.

Section 6.10          Time of the Essence. Time is of the essence in the performance of the obligations under this Agreement.

Section 6.11          Specific Performance. Each party hereto acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the seeking of such relief on the basis that the other party has an adequate remedy at law. Each party hereto agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with the other party’s seeking or obtaining such equitable relief.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective officers hereunto duly authorized as of the date first above written.

[Support Agreement]

SCHEDULE 1

Details of Ownership

12

Exhibit C

Joinder Agreement

The undersigned                                       , by executing this Joinder Agreement dated as of                                        , 200   , does hereby acknowledge the terms of, and agree to be bound as an “Existing Shareholder” under, that certain Shareholder and Investor Rights Agreement, dated as of December [·], 2014 by and among Lime Energy Co., Bison Capital Partners IV L.P., and the Existing Shareholders listed on the signature pages thereto (the term “Existing Shareholder” having the meaning ascribed to it therein).