Exhibit 10.7
SECOND AMENDMENT TO INVESTOR
RIGHTS AGREEMENT
This SECOND AMENDMENT TO INVESTOR
RIGHTS AGREEMENT (this “ Second Amendment ”),
entered into and dated August 10, 2009, is made by
and among Lime Energy Co., a Delaware corporation (the “
Company ”), and the holders of the Term Notes due
May 31, 2010 (“ Notes ”), issued by the
Company (such holder is referred to herein as the “
Lender ,” and collectively as the “
Lenders ”).
R E C I T A L S
A.
Lenders and the Company are parties
to that certain Investor Rights Agreement, dated as of May 29,
2007 (the “ Original Agreement ”), as amended by
the Amendment to Investor Rights Agreement, dated as of
September 13, 2007 (the “ First Amendment
”; the Original Agreement as amended by the First Amendment,
the “ Agreement ”).
B.
The Company plans to file a
registration statement on Form S-1 for a public offering
(“2009 Public Offering”) of shares of its common stock,
par value $0.0001 per share (“Common
Stock”).
C.
The Agreement currently provides
that Lenders may convert any or all of their Notes into shares of
Common Stock at a price equal to $7.00 per share (the “
Conversion Price ”), which Conversion Price takes into
effect the adjustment for the Company’s 1-for-7 reverse stock
split effected January 28, 2008.
D.
The Lenders and the Company desire
to amend the Agreement to provide that Lenders, except for Richard
P. Kiphart, may elect to convert all or a portion of the
outstanding principal amount of their respective Loans into shares
of Common Stock at a conversion price equal to the lower of
(i) the Conversion Price and (ii) the public offering
price per share of the Common Stock sold in the 2009 Public
Offering (the “ 2009 Offering Price ”) less the
underwriting discount per share.
E.
Richard P. Kiphart
(“Kiphart”) and the Company desire to amend the
Agreement to provide that Kiphart may on August 10, 2009,
elect to convert all or a portion of the outstanding principal
amount of his Loan into shares of Common Stock, at a conversion
price equal to the lower of (i) the Conversion Price and
(ii) the Fair Market Value of a share of Common Stock on the
date of this Second Amendment.
F.
Pursuant to
Section 8(c) of the Agreement, the Agreement may be
amended only by written execution of all the Lenders and the
Company.
NOW, THEREFORE, in consideration of
the foregoing premises and mutual agreements contained herein, the
parties hereby agree as follows:
