FORM OF COMMON STOCK WARRANT

Exhibit 4.2

FORM OF COMMON STOCK WARRANT

Without Vesting Period

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY; PROVIDED, HOWEVER, THAT IF THE TRANSFER IS BETWEEN AFFILIATED PURCHASERS, THE TRANSFERRING PURCHASER SHALL BE REQUIRED TO DELIVER ONLY A CERTIFICATE (AND NOT AN OPINION OF COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.

WARRANT NO. __

WARRANT CERTIFICATE

TO PURCHASE SHARES OF COMMON STOCK,

PAR VALUE $0.0001 PER SHARE

OF

ELECTRIC CITY CORP.

     THIS IS TO CERTIFY THAT ________, a ________, or its registered assigns is the owner of ________warrants (the “ Warrants ”), each of which entitles the registered Holder thereof to purchase from Electric City Corp., a Delaware corporation (the “ Company ”), one fully paid, duly authorized and nonassessable share of Common Stock, par value $0.0001 per share (the “ Common Stock ”), of the Company at any time or from time to time on or before 5:00 p.m., New York City time, on the Warrant Expiration Date, at an exercise price of $1.05 per share, subject to adjustment from time to time as set forth herein (the “ Exercise Price ”), all on the terms and subject to the conditions hereinafter set forth.

     Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 15 hereof or, if not therein defined, in the Securities Purchase Agreement.

      Section 1 . Exercise Of Warrants . Subject to the last paragraph of this Section 1 , the Warrants evidenced hereby may be exercised, in whole or in part, by the registered Holder hereof at any time or from time to time on or before 5:00 p.m., New York City time, on the Warrant Expiration Date, upon delivery to the Company at the principal executive office of the Company in the United States of America, of (a) this Warrant Certificate, (b) a written notice, in the form of the exercise notice attached hereto (the “ Exercise Notice ”), stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and (i) the name or names in which, and the address to which, such Holder wishes the certificate or certificates for shares of Common Stock to be issued or (ii) if the transfer agent (the “ Transfer Agent ”) for the Common Stock participates in The Depository Trust Company (“ DTC ”) Fast Automated Securities Transfer Program, Holder’s DTC account information so that such account may be credited with the shares of Common Stock to be issued through DTC’s Deposit Withdrawal Agent Commision (“ DWAC ”) system and (c) payment of the Exercise Price for the shares of Common Stock issuable upon exercise of such Warrants, which shall be payable by any one or any combination of the following:

     (i) wire transfer of immediately available funds,

     (ii) certified or official bank check payable to the order of the Company, or

     (iii) if at any time after one year from the date of issuance of this Warrant there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised at such time by notifying the Company that such Warrants are being exercised pursuant to a Cashless Exercise (as defined below) and surrendering (which surrender shall be evidenced by cancellation of the relevant number of Warrants represented by this Warrant Certificate presented in connection with the Cashless Exercise) a Warrant or Warrants, and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of Common Stock for which Warrants are being exercised as of the date of exercise (if the Exercise Price were being paid in cash) reduced by that number of shares of Common Stock equal to the number of shares for which Warrants are being exercised multiplied by a fraction, the numerator of which is (A) the Exercise Price and the denominator of which is (B) the Market Price of one share of Common Stock on the Business Day that immediately precedes the day of exercise of the Warrants. An exercise of Warrants in accordance with this clause (iii) is herein referred to as a “ Cashless Exercise .”

The documentation and consideration, if any, delivered in accordance with clauses (a), (b) and (c) of this paragraph above are collectively referred to herein as the “ Warrant Exercise Documentation .”

     As promptly as practicable, and in any event within three (3) Business Days after receipt of the Warrant Exercise Documentation (the “ Warrant Share Delivery Date ”), the Company shall, as elected by Holder, (i) deliver or cause to be delivered to the address specified in the Exercise Notice certificates representing the number of validly issued, fully paid and

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nonassessable shares of Common Stock issuable in connection with such exercise or (ii) provided that the Transfer Agent for the Common Stock participates in DTC’s Fast Automated Securities Transfer Program credit the number of validly issued, fully paid and nonassessable shares of Common Stock issuable in connection with such exercise to the Holder’s DTC account through the DWAC system, and if less than the full number of Warrants evidenced hereby are being exercised, a new Warrant Certificate of like tenor for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised or surrendered; provided , however , that no new Warrant Certificate need be delivered if the Warrant Expiration Date has occurred. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time.

     In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “ Buy-In” ), then the Company shall pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

     The Company shall pay all expenses in connection with, and all taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock in any name other than that of the registered Holder of the Warrants evidenced hereby.

     The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

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     In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued. If, due to adjustments, a Holder is entitled to fractions of shares, the Company shall round such Holder’s shares up or down to the nearest whole share.

      Section 2 . Adjustments . The Exercise Price shall be subject to adjustment from time to time as provided in this Section 2 .

     (a)  Subdivision; Combination of Stock or Stock Dividends . In case the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, by split or otherwise, or issue additional shares of Common Stock as a dividend, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced and, conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, by reverse stock split or otherwise, the Exercise Price in effect immediately prior to such combination shall be proportionately increased.

     (b)  Adjustment for Other Distributions . If the Company makes a distribution to all holders of its Common Stock of any of its assets (including but not limited to cash), debt securities, preferred stock, or any rights or warrants to purchase debt securities, preferred stock, assets or other securities of the Company, the Exercise Price shall be adjusted in accordance with the following formula:

     The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section 2(c) does not apply to any dividend or distribution that results in an adjustment to the Exercise Price pursuant to Section 2(b) above.

     (c)  Reorganization; Reclassification; Consolidation; Merger or Sale of Assets . In case of (i) any capital reorganization or reclassification or other change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation or merger of the Company with or into another Person (other than a consolidation or merger in

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which the Company is the resulting or surviving Person and that does not result in any reclassification or change of outstanding Common Stock) or (iii) transfer or sale of all or substantially all of the Company’s Assets to another person (any of the foregoing, a “ Transaction ”), the Company, or such successor or purchasing Person, as the case may be, shall execute and deliver to the Holder of the Warrants evidenced hereby, at least five (5) Business Days prior to effecting any of the foregoing Transactions, a certificate that the Holder of each such Warrant then outstanding shall have the right thereafter to exercise such Warrant into the kind and highest amount of shares of stock or other securities (of the Company or another issuer) or property or cash receiva