Common use of Call Option Clause in Contracts

Call Option. (a) Upon a Change of Ameresco Control with respect to the Class A Members, the Class A Members shall promptly (and in any event, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”), each Class A Member shall have the option, in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members (such option, the “Call Option”) in exchange for, [*****]. The Call Option may be exercised by any Class A Member during the Call Option Exercise Period by providing written notice (the “Call Option Notice”) to the Class B Members following receipt by the Class A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such Call Option Notice must be delivered prior to expiration of the Call Option Exercise Period. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect to the exercise of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A Member. (b) At the closing of the consummation of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call Option.

Call Option. (a) Upon a Change During the period beginning on the Flip Date and continuing until the first (1st) anniversary of Ameresco Control with respect to the Class A Members, the Class A Members shall promptly (and in any event, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control Flip Date (the “Call Option Exercise Period”), each Class A NEP Member shall have the optionright, in its sole discretionbut not the obligation, to acquire from the Class B Members, all, and but not less than all, of the Units held by such outstanding Class B Members Units at a purchase price that implies an Internal Rate of Return to GEPIF of seven and three quarters percent (such option7.75%), measured from the Effective Date to the Call Option Closing Date (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”) ). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary thereof; provided, however, that, in exchange forthe event of any such assignment, [*****]. The Call Option may be exercised by NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any Class A Member during exercise of the Call Option Exercise Period by providing Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the Call Option Purchase Price, and (iii) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, subject to Section 7.02(c), and the respective proportions thereof to be paid to the Class B Members following receipt by the Class A Member’s Parent (or its applicable Affiliate of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires their nominee(s)); provided, however, that, NEP may exercise the Call Option only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be exercisedreceived upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. Such The Call Option Notice must shall be delivered prior to expiration the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the Call Option Exercise Period. IfClosing Date, at it being understood that delivery of such Call Option Notice may be made prior to the expiration beginning of the Call Option Exercise Period, no Class A Member Period but shall have delivered a Call Option Notice, not be valid if made after the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect to the exercise of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A Member. (b) At the closing of the consummation of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration end of the Call Option Exercise Period and the Class A Members fail Period. (c) Subject to consummate Section 7.02(b), NEP Member may pay the Call Option by Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date that is the earlier of (i) [*****] following the date on which the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price is finally determined shall be payable in cash (subject if any) up to extension a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for receipt of required regulatory approvalsan additional one (1) or (ii) [*****] year following the last day of the Call Option Exercise Period, Period (the “Call Option Period Extension”) by providing written notice thereof to the Class A Members B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be deemed to have waived all of in full force and effect, without any modification thereto, and (cz) Each Class A Member agrees that, the Registration Rights Agreement shall be in effect with respect to a Drag Transaction the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call OptionOption Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable deliver to the Company at a valuation or on terms more favorable than those made available Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Company or Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the other Member(sCall Option Extension Purchase Price shall be payable in cash (if any) in connection up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the negotiation and consummation of balance to be paid in Non-Voting NEP Common Units), unless such notice specified a Drag Transaction or the Call Optionhigher percentage payable in cash.

Call Option. (a) Upon If, prior to a Change Sale of Ameresco Control the Company, (x) Executive’s employment with respect to the Class A MembersCompany and its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) or (y) if Executive engages in Competitive Activity, the Class A Members Company shall promptly have the right and option, but not the obligation, to purchase for a period commencing on the Termination Date or the Activity Date, as applicable, and ending on the later of (I) 90 days following the Termination Date or the Activity Date, as applicable, and in any event(II) 211 days following the Purchase Date (such period, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”), and each Class A Member shall have the option, in its sole discretion, to acquire from the Class B Members, all, and not less than all, member of the Executive Group shall be required to sell to the Company, any or all of such Units then held by such Class B Members member of the Executive Group (such optionit being understood that if Units may be repurchased at different prices, the “Call Option”) in exchange forCompany may elect to repurchase only the portion of Units subject to repurchase hereunder at a lower price), [*****]. The Call Option may be exercised by any Class A Member during the Call Option Exercise Period by providing written notice (the “Call Option Notice”) at a price per Unit equal to the Class B Members following receipt applicable purchase price determined pursuant to Section 4.1(c): (i) if Executive’s employment with the Company and its Subsidiaries is terminated due to the Disability, death or Retirement of Executive; (ii) if Executive’s employment with the Company and its Subsidiaries is terminated by the Class A MemberCompany and its Subsidiaries without Cause or by Executive for Good Reason; (iii) if Executive’s Parent employment with the Company and its Subsidiaries is terminated (A) by the Company or any of its applicable Affiliate of a bona fide request from the counterparty Subsidiaries for Cause or (B) by Executive for any other reason not set forth in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such Call Option Notice must be delivered prior to expiration of the Call Option Exercise Period. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect to the exercise of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A MemberSection 4.1(a)(i) or Section 4.1(a)(ii). (b) At If the Company desires to exercise its option to purchase Units pursuant to this Section 4.1 the Company shall, not later than 30 days prior to the end of the Call Period, send written notice to each member of the Executive Group of its intention to purchase all or a portion of the Units, specifying the number of Units to be purchased (the “Call Notice”). The closing of the consummation purchase shall take place at the principal office of the Company or one of its Subsidiaries on a date specified by the Company no later than the 30th day after the giving of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all ofNotice. (c) Each Class A Member agrees thatIn the event of a purchase by the Company pursuant to Section 4.1(a), the purchase price with respect to a purchase of all or any portion of the Units shall be: (i) in the case of a termination of employment described in Section 4.1(a)(iii)(A) or if Executive engages in Competitive Activity, a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the date the Units are repurchased) and (B) Cost; (ii) in the case of a termination of employment described in Section 4.1(a)(i) or Section 4.1(a)(ii), with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series number of related transactions the primary purpose or reasonably foreseeable effect of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to circumvent or frustrate Fair Market Value (measured as of the economic intent date the Units are repurchased), and (if the Applicable Percentage (measured as of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable the Termination Date) is less than 100%) the purchase price with respect to the Company at remaining Units being purchased, if any, shall be a valuation or on terms more favorable than those made available price per Unit equal to the Company or lesser of (A) Fair Market Value (measured as of the other Member(sdate the Units are repurchased) and (B) Cost; (iii) in connection with the negotiation and consummation case of a Drag Transaction or termination of employment described in Section 4.1(a)(iii)(B), with respect to the Call Optionnumber of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the date the Units are repurchased), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being purchased, if any, shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the date the Units are repurchased) and (B) Cost.

Call Option. (a) Upon If, prior to a Change Sale of Ameresco Control the Company, (x) Executive’s employment with respect to the Class A MembersCompany and its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) or (y) if Executive engages in Competitive Activity, the Class A Members Company shall promptly have the right and option, but not the obligation, to purchase for a period commencing on the Termination Date or the Activity Date, as applicable, and ending on the later of (I) 90 days following the Termination Date or the Activity Date, as applicable, and in any event(II) 211 days following the Closing Date (such period, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”), and each Class A Member shall have the option, in its sole discretion, to acquire from the Class B Members, all, and not less than all, member of the Executive Group shall be required to sell to the Company, any or all of such Units then held by such Class B Members member of the Executive Group (such optionit being understood that if Units may be repurchased at different prices, the “Call Option”) in exchange forCompany may elect to repurchase only the portion of Units subject to repurchase hereunder at a lower price), [*****]. The Call Option may be exercised by any Class A Member during the Call Option Exercise Period by providing written notice (the “Call Option Notice”) at a price per Unit equal to the Class B Members following receipt applicable purchase price determined pursuant to Section 4.1(c): (i) if Executive’s employment with the Company and its Subsidiaries is terminated due to the Disability, death or Retirement of Executive; (ii) if Executive’s employment with the Company and its Subsidiaries is terminated by the Class A MemberCompany and its Subsidiaries without Cause or by Executive for Good Reason; (iii) if Executive’s Parent employment with the Company and its Subsidiaries is terminated (A) by the Company or any of its applicable Affiliate of a bona fide request from the counterparty Subsidiaries for Cause or (B) by Executive for any other reason not set forth in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such Call Option Notice must be delivered prior to expiration of the Call Option Exercise Period. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect to the exercise of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A MemberSection 4.1(a)(i) or Section 4.1(a)(ii). (b) At If the Company desires to exercise its option to purchase Units pursuant to this Section 4.1 the Company shall, not later than 30 days prior to the end of the Call Period, send written notice to each member of the Executive Group of its intention to purchase all or a portion of the Units, specifying the number of Units to be purchased (the “Call Notice”). The closing of the consummation purchase shall take place at the principal office of the Company or one of its Subsidiaries on a date specified by the Company no later than the 30th day after the giving of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all ofNotice. (c) Each Class A Member agrees thatIn the event of a purchase by the Company pursuant to Section 4.1(a), the purchase price shall be: (i) with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series purchase of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member all or any portion of its Affiliates to realize value attributable the Units (whether vested or unvested), in the case of a termination of employment described in Section 4.1(a)(iii)(A) or if Executive engages in Competitive Activity, a price per Unit equal to the Company at lesser of (A) Fair Market Value (measured as of the date the Units are repurchased) and (B) Cost; (ii) with respect to a valuation purchase of all or on terms more favorable than those made available any portion of the Vested Units, in the case of a termination of employment described in Section 4.1(a)(iii)(B) prior to the Company third anniversary of the Vesting Reference Date, a price per Vested Unit equal to the lesser of (A) Fair Market Value (measured as of the date the Vested Units are repurchased) and (B) Cost; and (iii) with respect to a purchase of all or any portion of the other Member(s) Vested Units, in connection with the negotiation and consummation case of a Drag Transaction termination of employment described in Section 4.1(a)(i) or Section 4.1(a)(ii) or a termination of employment described in Section 4.1(a)(iii)(B) on or after the Call Optionthird anniversary of the Vesting Reference Date, a price per Vested Unit equal to Fair Market Value (measured as of the date the Vested Units are repurchased).

Call Option. (a) Upon If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Change of Ameresco Control with respect to the Class A MembersRestrictive Covenant Violation, the Class A Members shall promptly (and in any event, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”), each Class A Member Aggregator shall have the optionright, in its sole discretionfor 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to acquire from purchase (together with the Class B Members, all, and not less than all, of the Units held by such Class B Members (such optionrights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) in exchange for, [*****]. The Call Option may be exercised by any Class A Member during Fair Market Value of such Unit (measured as of the Call Option Exercise Period by providing written notice date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option Notice”) to the Class B Members following receipt by the Class A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such Call Option Notice must be delivered prior to expiration of the Call Option Exercise Period. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 exist with respect to the exercise of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A MemberExecutive’s Common Units and Vested Incentive Units. (b) At If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the consummation purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other MembersNotice. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminateforegoing, if no Class A Member delivers a Call Option Notice prior the Aggregator elects not to the expiration of exercise the Call Option Exercise Period and the Class A Members fail pursuant to consummate this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject provisions herein with respect to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all ofapply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (c) Each Class A Member agrees that, with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent The provisions of this Agreement, including by enabling such Class A Member or any Section 4.2 shall cease to be effective upon the occurrence of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) Sale Transaction in connection with which all of the negotiation and consummation of a Drag Transaction or the Call OptionUnits are cancelled in exchange for cash proceeds.

Call Option. (a) Upon At any time following (i) the third (3rd) anniversary of the Effective Date, (ii) a Change of Ameresco Control with respect to ▇▇▇▇▇▇ Estate Trigger Date, or (iii) the Class A MembersCall Trigger Date, the Class A Members shall promptly (and in any event, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”), each Class A Member ▇▇▇▇▇ shall have the option, in its sole discretionbut not the obligation, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members (such option, the “Call Option”) in exchange for, [*****]. The Call Option may be exercised by any Class A Member during the Call Option Exercise Period by providing deliver written notice (the “Call Option Notice”) to the Class B ▇▇▇▇▇▇ Members following receipt by of ▇▇▇▇▇’▇ exercise of its right to purchase the Class A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty ▇▇▇▇▇▇ Members’ entire Interest in the proposed Change Company (the “Called Interest”). The Called Interest shall be deemed to include the Interests of Ameresco Control that such counterparty desires ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇. (b) The purchase price of the Called Interest (the “Call Option to Price”) shall be exercised. Such Call Option Notice must be delivered prior to expiration determined by multiplying (i) the Percentage Share of the Called Interest, times (ii) the Fair Market Value of the Company as a whole determined as of the date of the Call Option Exercise PeriodNotice as if (A) the assets of the Company were sold at their Fair Market Value for cash; (B) all liabilities to third parties were paid (but excluding defeasance fees, prepayment fees, and other expenses of a sale of assets not actually incurred by the Company in connection with the purchase of the Called Interest); and (C) the net proceeds were distributed to the Members in complete liquidation of the Company; provided, that, the amount of any Member Loan owed by the holder of the Called Interest to ▇▇▇▇▇ shall be deducted from the Call Price, as shall any undisputed Losses for which ▇▇▇▇▇ has not been indemnified, provided that the amount of any claimed Losses for which ▇▇▇▇▇ has not been indemnified which is disputed shall be escrowed pending entry of a final arbitral award or the final judgment of a court of competent jurisdiction. IfIn the event that ▇▇▇▇▇ and ▇▇▇▇▇▇ are unable to agree upon the Fair Market Value within thirty (30) days after the date of the Call Notice, at then the Fair Market Value shall be determined as follows (the “Arbitrated Fair Market Value”): (i) Promptly following the expiration of the foregoing thirty (30) day period, ▇▇▇▇▇ and ▇▇▇▇▇▇ (for purposes of this Section 8.7, the “Call Option Exercise PeriodMembers”) shall use commercially reasonable efforts to agree upon and appoint an arbitrator (“Arbitrator”) in accordance with Section 12.3 hereof. (ii) Within ten (10) days of the appointment of the Arbitrator, the Call Members shall each separately submit to the Arbitrator (and simultaneously to the other Call Member) such Call Member’s determination of the Proposed FMV. After the submission of any ACTIVE 202923160v.13 Proposed FMV, no Class A Call Member shall have delivered a may make any additions, deletions, or changes in such Proposed FMV. If either Call Option NoticeMember fails to submit its Proposed FMV to the arbitrator within such time period, time being of the Class A Members essence with respect thereto, such Call Member shall be deemed to have irrevocably waived all its right to submit a Proposed FMV, in which event the Arbitrator shall accept the Proposed FMV of their rights under the submitting Party as the proper amount of the Fair Market Value of the Company, and such Proposed FMV shall be deemed the Arbitrated Fair Market Value. (iii) If each Party submits a Proposed FMV within the period described in subsection (ii) above, the Arbitrator shall select as the Arbitrated Fair Market Value whichever of the Proposed FMVs submitted by the Call Members the Arbitrator believes is the more accurate determination of the Fair Market Value of the Company. Without limiting the generality of the foregoing, in rendering his or her decision, the Arbitrator shall not add to, subtract from or otherwise modify the provisions of this 6.5 with respect to Agreement or Proposed FMVs submitted by the exercise Call Members. The Arbitator’s determination of Arbitrated Fair Market Value shall be binding upon the Call Members, and such Arbitrated Fair Market Value shall be used for the calculation of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A MemberPrice. (b) At the closing of the consummation of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call Option.

Call Option. (a) Upon a Change By acceptance of Ameresco Control with respect these Securities, the HOLDER ----------- hereby grants to the Class A MembersISSUER the option ("CALL OPTION"), the Class A Members shall promptly (in whole or in part and in one or more transactions, for a period beginning ONE HUNDRED TWENTY DAYS FOLLOWING THE CLOSING DATE to repurchase any event, within [*****]) deliver written notice outstanding portion of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”), each Class A Member shall have the optionSecurities plus accrued dividends, in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members whole or in part at ONE HUNDRED PERCENT (such option, the “Call Option”100%) OF THE STATED VALUE PLUS ACCRUED DIVIDENDS (THE "REPURCHASE PRICE") payable in exchange for, [*****]cash. The Call Option may Notice must be exercised by any Class A Member during sent to the Call Option Exercise Period by providing HOLDER via telecopy transmission (with written notice (the “Call Option Notice”) to the Class B Members following registered address of the HOLDER by overnight courier). Upon receipt by the Class A Member’s Parent HOLDER of the Call Notice, HOLDER will have FIVE (5) NASDAQ TRADING DAYS to convert the Securities or its applicable Affiliate be subject to this Call provision. Delivery of a bona fide request Repurchase Funds and Escrow Fees from the counterparty in CORPORATION and delivery of all called original Securities from the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such Call Option Notice HOLDER must be delivered prior to expiration the Escrow Agent who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Barrister & Solicitor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇, L4K- 3R5, Canada ("ESCROW"), who shall act as Escrow in this regard within TWENTY (20) NASDAQ TRADING DAYS FROM THE RECEIPT OF THE CALL NOTICE. Escrow shall, immediately upon receipt of the Call Option Exercise Period. IfNotice and the Repurchase Price from CORPORATION and these Securities from HOLDER, at deliver the expiration of the Repurchase Monies and any replacement Securities if this Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect is exercised in part to the exercise HOLDER in accordance with HOLDER's instructions and will deliver the Securities to the CORPORATION pursuant to CORPORATION's or its assignee's instructions. If the Repurchase Monies are not received by Escrow within Twenty (20) NASDAQ trading days from issuance of Call Notice by CORPORATION, Escrow shall return the Call Option; provided, that any Call Option Notice delivered Securities so received to the transmitting party. Failure by a Class A Member the CORPORATION to deliver the Repurchase Monies within the specified time shall be deemed to be effective with respect to each other Class A Member. (b) At the closing of the consummation constructive cancellation of the Call Option, Notice. If the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member Securities are not received by Escrow within Thirty (30) NASDAQ trading days from issuance of Call Notice by CORPORATION and Escrow has received the Call Purchase Price, on a pro rata basis, in respect of Repurchase Monies from the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call Option.CORPORATION within Twenty

Call Option. (a) Upon a Change of Ameresco Control with respect Notwithstanding anything in this Agreement to the Class A Memberscontrary (but subject to the terms of this Section 9.4 and Schedule 2.12(c)), at any time beginning on the first day after the third (3rd) anniversary of the date hereof (such exercise date, the Class A Members shall promptly (and in any event, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise PeriodTrigger Date”), each Class A Member Suzano shall have the optionright, in its sole discretionbut not the obligation, to acquire from purchase and acquire, subject to the Class B Membersterms and conditions of this Section 9.4, allas elected by K-C, and either (i) all (but not less than all, ) of the Units outstanding Shares held by such Class B Members K-C or any of its Affiliates (such option“Direct Shares”), (ii) all (but not less than all) of the outstanding equity interests of any Dutch Holdco Entity that holds Direct Shares (“Indirect Shares”) or (iii) any combination of Direct Shares and Indirect Shares that results in the Transfer of all (but not less than all) the outstanding Shares held by K-C Parent and its Affiliates (the Direct Shares, Indirect Shares or any combination thereof, as the case may be, the “Call Shares”) and K-C shall have the obligation, subject to the terms and conditions set forth in this Section 9.4, to Transfer to Suzano (or its designee) all the Call Shares, in each case, free and clear of all Encumbrances (other than restrictions on transfer created by this Agreement or under applicable securities Laws), at the Call Option Purchase Price determined in accordance with Schedule VII and this Section 9.4, by delivering to K-C a Call Option Notice (the “Call Option”) in exchange for). If K-C elects to Transfer any of its Indirect Shares pursuant to this Section 9.4(a), [*****]. The Call Option may be exercised by any Class A Member during K-C Parent shall represent and warrant to Suzano that each Dutch Holdco Entity that holds such Indirect Shares, as of the Call Option Exercise Period by providing Closing Date, (I) is a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands and was formed solely for the purposes of holding the Shares and activities relating directly to the Pre-Closing Reorganization, and (II) has not (or shall not have) engaged at any time in any other business or activities other than those relating solely to holding the Shares and activities relating directly to the Pre-Closing Reorganization, and has not (or shall not have) any liabilities (contingent or otherwise), debts or obligations of any nature whatsoever or made any investments at any time other than holding the Shares or activities relating directly to the Pre-Closing Reorganization. (b) To exercise the Call Option, Suzano shall deliver to K-C written notice of such exercise (the “Call Option Notice”) to containing (i) the Class B Members following receipt by scheduled date (the Class A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires “Call Option Closing Date”) on which the Call Option is to be exercisedconsummated (the “Call Option Closing”), (ii) Suzano’s calculation of (A) the Specified Adjusted EBITDA as of the Measurement Time and (B) the resulting Call Option Purchase Price (assuming, solely for this purpose, the Net Indebtedness, the CapEx Deviation, the SAP Cost Reimbursement Amount and the Input Costs Deviation is zero dollars ($0)), (iii) the form of consideration to be used to pay the Call Option Purchase Price, which shall be cash, and (iv) Suzano’s indication of whether Suzano has or has not engaged KPMG LLP (“KPMG”) for any Material Accounting Engagement in the two (2) years immediately prior to the date of such Call Option Notice. Such The Call Option Notice must shall be delivered prior irrevocable by ▇▇▇▇▇▇. Upon receipt of the initial Call Option Notice, K-C shall either (x) consummate the Call Option Closing (subject to expiration the determination of the Estimated Call Option Purchase Price pursuant to Section 9.4(c)) at 10:00 a.m. (Dallas, Texas time) with Suzano on the date that is the later of the Call Option Exercise PeriodClosing Date, or within five (5) Business Days of receipt of all Required Governmental Authorizations in accordance with Section 9.4(d) (or at such other date and time mutually agreed in writing upon by ▇▇▇▇▇▇ and K-C), or (y) if, and only if, the Specified Adjusted EBITDA as of the Measurement Time is less than the Baseline EBITDA, follow the procedures set forth on Schedule VII. IfSuzano may deliver the initial Call Option Notice prior to the first date on which ▇▇▇▇▇▇ is permitted to exercise the Call Option in accordance with Section 9.4(a) (but, at for the expiration avoidance of doubt, subject to Schedule 2.12(c), neither the Trigger Date nor the Call Option Closing Date shall occur prior to the first day after the third anniversary of the date hereof). Following K-C’s receipt of the Call Option Exercise Notice (except in the event of an EBITDA Insufficiency Delay Period, no Class A Member shall have delivered a ) or the Second Call Option Notice, as applicable, K-C shall have forty five (45) days to deliver to Suzano a written notice of its good-faith disagreement (an “EBITDA Notice of Disagreement”) with respect to the Class A Members calculation of the Specified Adjusted EBITDA as of the Measurement Time set forth in the Call Option Notice or the Second Call Option Notice, as applicable; provided that the Company and Suzano shall reasonably cooperate in good faith with K-C and provide K-C with the access contemplated by Section 8.1; provided, further, that K-C shall indicate in writing in such EBITDA Notice of Disagreement whether K-C has or has not engaged KPMG for any Material Accounting Engagement in the two (2) years immediately prior to the date of such EBITDA Notice of Disagreement. If K-C delivers an EBITDA Notice of Disagreement, each of K-C and ▇▇▇▇▇▇ shall use its reasonable best efforts to seek to resolve in writing any differences that they may have with respect to each disputed item specified by K-C in the EBITDA Notice of Disagreement within thirty (30) days following delivery of the EBITDA Notice of Disagreement by K-C to Suzano. Any disputed items resolved in writing between K-C and ▇▇▇▇▇▇ within such thirty (30)-day period shall be deemed to have waived all of their rights under this 6.5 final and binding with respect to such items, and if K-C and ▇▇▇▇▇▇ agree in writing on the resolution of each disputed item specified by K-C in the EBITDA Notice of Disagreement and the amounts of Specified Adjusted EBITDA, the amounts so determined shall be final and binding on K-C and Suzano for all purposes hereunder. If K-C and ▇▇▇▇▇▇ cannot resolve all such differences by 11:59 p.m. Dallas, Texas time on the day that is thirty (30) days after K-C delivers the EBITDA Notice of Disagreement, K-C and ▇▇▇▇▇▇ shall submit such dispute, and each of K-C and ▇▇▇▇▇▇ shall submit their respective good-faith calculations of the Specified Adjusted EBITDA as of the Measurement Time, in writing to KPMG (provided that, if KPMG declines to review the dispute, or any of K-C, Suzano or the Company have engaged KPMG for a Material Accounting Engagement in the two (2) years immediately prior to the exercise of the Call Option, then ▇▇▇▇▇▇ and K-C shall elect to submit such dispute to another internationally recognized U.S.-based firm of independent certified public accountants as mutually agreed between Suzano and K-C, and all the references to KPMG in this Section 9.4 shall be to such other Person). The Company, Suzano and K-C shall enter into a customary engagement letter with KPMG. The Company, ▇▇▇▇▇▇ and K-C shall use their commercially reasonable efforts to cause KPMG to render a written decision resolving the matters submitted to it within thirty (30) days following the submission thereof. All communications with KPMG shall include at least one Representative of each of the Company, Suzano and K-C, and none of the Company, Suzano and K-C shall be permitted to communicate with KPMG other than as expressly set forth herein. KPMG shall consider only those items and amounts in Suzano’s and K-C’s respective calculations of the Specified Adjusted EBITDA as of the Measurement Time that are identified as being items and amounts to which ▇▇▇▇▇▇ and K-C have been unable to agree. The scope of the disputes to be resolved by KPMG shall be limited to correcting mathematical errors, determining whether any other non-recurring specific item included in Adjusted EBITDA was included in accordance with the definition of Adjusted EBITDA, and determining whether the items and amounts in dispute were determined in accordance with IFRS, and KPMG shall not be permitted to make any other determination. In resolving any disputed item, KPMG may not assign a value to any item greater than the greatest value or less than the smallest value for such item set forth on Suzano’s and K-C’s respective calculations of Specified Adjusted EBITDA, as applicable. KPMG’s determination of the Specified Adjusted EBITDA as of the Measurement Time shall be based solely on written materials submitted by the Company, Suzano and K-C (i.e., not on independent review); provided, further, that any such determination shall be final and binding on both K-C and ▇▇▇▇▇▇ and shall not be subject to dispute resolution as set forth in Section 13.13. The final Specified Adjusted EBITDA shall be (i) if K-C does not trigger an EBITDA Insufficiency Delay Period, if applicable, and does not deliver an EBITDA Notice of Disagreement, the Specified Adjusted EBITDA as of the Measurement Time set forth in the Call Option Notice delivered or the Second Call Option Notice, as applicable, (ii) if K-C delivers an EBITDA Notice of Disagreement, but Suzano and K-C resolve such differences, the Specified Adjusted EBITDA as of the Measurement Time agreed by a Class A Member ▇▇▇▇▇▇ and K-C and (iii) if KPMG is engaged pursuant to this Section 9.4(b), the Specified Adjusted EBITDA as determined by KPMG (each such amount, the “Final Specified Adjusted EBITDA”). The determination of the Final Specified Adjusted EBITDA shall be deemed conclusive and binding upon the Company, Suzano and K-C and shall not be subject to appeal or further review, absent fraud or manifest error. Judgment or award may be effective entered upon the written determination of KPMG in accordance with respect Section 13.13. In acting under this Agreement, KPMG shall function solely as an expert and not as an arbitrator; provided that KPMG shall have the power to each other Class A Memberconclusively resolve differences in disputed items as specified in this Section 9.4(b). (bc) At the closing of the consummation of least five (5) Business Days prior to the Call OptionOption Closing Date, the acquiring Class A Members Company shall payprepare, or cause to be paidprepared, and deliver to Suzano and K-C a statement (the “Preliminary Call Option Closing Statement”) that sets forth in reasonable detail the Company’s good faith estimate, in each case, determined as of 12:01 a.m. Dallas, Texas time on the Call Option Closing Date (the “Call Option Calculation Time”), of (i) Net Indebtedness (the “Estimated Net Indebtedness”), (ii) CapEx Deviation (the “Estimated CapEx Deviation”), (iii) the SAP Cost Reimbursement Amount (the “Estimated SAP Cost Reimbursement Amount”), (iv) the Input Costs Deviation (the “Estimated Input Costs Deviation”) and (v) the resulting calculation of the Call Option Purchase Price based on the Final Specified Adjusted EBITDA (the “Estimated Call Option Purchase Price”). Following the delivery of the Preliminary Call Option Closing Statement, but prior to the Call Option Closing Date, each of Suzano and K-C shall have the right (but not the obligation) to review the Preliminary Call Option Closing Statement. Prior to the Call Option Closing Date, the Company will review any comments proposed by K-C or Suzano with respect to the Preliminary Call Option Closing Statement and will consider, in good faith, any appropriate changes. Suzano, K-C and the Company shall in good faith seek to resolve any differences that they may have with respect to the computation of any of the items in the Preliminary Call Option Closing Statement; provided that if Suzano, K-C and the Company are unable to resolve such differences prior to the Call Option Closing Date, the amounts of Estimated Net Indebtedness, Estimated CapEx Deviation, Estimated SAP Cost Reimbursement Amount, Estimated Input Costs Deviation and Estimated Call Option Purchase Price as reflected in the Preliminary Call Option Closing Statement shall be used for purposes of calculating the Estimated Call Option Purchase Price to be paid on the Call Option Closing Date. (d) On the Call Option Closing Date, (i) K-C Parent, K-C or its applicable Affiliates, as applicable, shall execute and deliver a transfer agreement in form and substance reasonably acceptable to the transferor and the transferee providing for (or other instrument necessary to give effect to, including, if applicable, a notarial deed of transfer of shares executed by a Dutch civil-law notary) the Transfer and delivery of the Call Shares, free and clear of all Encumbrances (other than restrictions on transfer created by this Agreement or applicable securities Laws), to each Class B Member Suzano or its designee; and (ii) Suzano or its designee will pay the Estimated Call Option Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member Price to K-C (or its nominee(s)) by wire transfer of immediately available funds to an a bank account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice K-C Parent (or its nominee(s)) at least two (2) Business Days prior to the expiration date the payment is due. The Shareholders agree that the Call Option Closing shall be subject to the receipt of all required regulatory consents or approvals from any Governmental Authority (“Required Governmental Authorizations”). Each of the Company, Suzano, K-C Parent and K-C shall use its reasonable best efforts to cooperate in obtaining such Required Governmental Authorizations (if any), including (A) cooperating with each other in connection with filings required to be made by any party under applicable Law and liaising with each other in relation to each step of the procedure before the relevant Governmental Authorities and as to the contents of all communications with such Governmental Authorities; (B) to the extent practicable and permitted by Law or Governmental Authority, providing the other parties with a copy of notifications or filings in draft form and giving such other parties a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Authorities; (C) furnishing to the other parties all information within its possession that is required for any application or other regulatory filing to be made by the other party pursuant to the applicable Law in connection with the Required Governmental Authorizations; (D) promptly notifying each other of any material communications from or with any Governmental Authority with respect to the Required Governmental Authorizations and ensuring to the extent practicable and permitted by Law or Governmental Authority that each of the parties is entitled to attend any material meetings, conferences, telephone calls, or other substantive discussions with or other appearances before any Governmental Authority with respect thereto; (E) reasonably consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to applicable Law; and (F) without prejudice to any rights of the parties hereunder, reasonably consulting and cooperating in all respects with the other in defending all actions by or before any Governmental Authority challenging the consummation of the Call Option Exercise Period Closing. Each of the Company and K-C acknowledge and agree that ▇▇▇▇▇▇ shall determine the Class A Members fail strategy to consummate be pursued for obtaining and lead the effort to obtain all necessary Required Governmental Authorizations from the relevant Governmental Authorities in connection with the Call Option by and the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day consummation of the Call Option Exercise PeriodClosing and each of the Company and K-C shall use its reasonable best efforts to take all actions to support Suzano in connection therewith. (e) Following consummation of the Call Option pursuant to which all of K-C’s Shares are acquired by Suzano (or its designee), subject to Section 10.1, the Class A Members Managing Shareholder will amend this Agreement to reflect the withdrawal of K-C and the transfer of the Shares effective as of the Call Option Closing. (f) The fees and expenses of KPMG incurred pursuant to Section 9.4(b) shall be deemed to have waived all of (c) Each Class A Member agrees that, with respect to a Drag Transaction or borne by the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series party whose calculation of related transactions Specified Adjusted EBITDA is furthest away from the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including Final Specified Adjusted EBITDA determined by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call OptionKPMG.

Call Option. (a) Upon a Change of Ameresco Control with respect to the Class A Members, the The Class A Members shall promptly have and are hereby granted an option to purchase all (and in any event, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”), each Class A Member shall have the option, in its sole discretion, to acquire from the Class B Members, all, and but not less than all, ) of the Units held by such interests in the Company of the Class B Members (and all, if any, of their debt claims against the Company), such optionoption to be exercisable by, the “Call Option”) in exchange forand only by, [*****]. The Call Option may be exercised by any Class A Member during the Call Option Exercise Period by providing written notice (the “Call Option Exercise Notice”) to the Class B Members following receipt by the Class A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such Call Option Notice must be delivered prior to expiration of the Call Option Exercise Period. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect to the exercise of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A Member. (b) At the closing of the consummation of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by Class B Members at any time on or after the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] anniversary of the Effective Date. (b) The price to be paid for the interests and, if applicable, the debt claims of the Class B Members (net of liabilities with respect to which the Class A Members and their affiliates are to be released, as described in subsection (c)) shall be the Class B Price. (c) Closing of a sale pursuant to exercise of the option described in subsection (a) shall occur on the thirtieth (30th) day following the date on which Exercise Notice (or, if such day is not a business day, the Call Purchase Price is finally determined next succeeding business day), at the principal place of business of the Company, or at such other time and place as may be mutually agreed upon. At such closing: (subject i) the Class B Members shall (x) convey all of their interests in the Company, and, if applicable, all of their debt claims against the Company, and (y) warrant that such Members each own all right, title and interest in and to extension for receipt their respective interests, free and clear of required regulatory approvals) or all liens and other encumbrances; (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall (x) pay the Class B Members the Class B Price in cash or by certified or cashier’s check and (y) deliver releases of the Class B Members and their affiliates, in form and content satisfactory to the Class B Members (acting reasonably), from all personal liability with respect to all liabilities of the Company from and after the Closing and all obligations of the Class B Members and/or their affiliates in respect of the Company’s financing; and (iii) all parties shall execute and deliver such other documents as may be appropriate to effect, evidence and perfect the transaction. From and after the date of the Exercise Notice, all such Class B Members’ interests in the Company shall be deemed to have waived all ofbeen transferred to the Class A Members without any further action required on the part of any Class B Members and the Class B Members shall have only the right to receive the Class B Price and the releases described above in respect of such interests. (cd) Each Class A B Member agrees thathereby appoints each other Member, with respect power of substitution, as his, her or its attorney-in-fact to a Drag Transaction or the Call Option, it execute and its Affiliates shall not, directly or indirectly, structure, deliver all documents appropriate to effect or permit any transaction or series of related transactions in substantive compliance with the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent provisions of this Agreementsection. The foregoing power of attorney is coupled with an interest and irrevocable. (e) In connection with a transfer pursuant to this section, including by enabling the purchasers may designate another person or persons to acquire the sellers interests in the Company, in which event such Class A Member other person(s) shall acquire such interests, but no such designation or acquisition shall relieve the purchasers (as determined without regard to this subsection (f)) from any obligation under this section. (f) Notwithstanding any other provision of its Affiliates to realize value attributable this Agreement to the Company at a valuation or on terms more favorable than those made available to contrary, the Company shall make no distribution or pay any debt claims of the other Member(s) in connection with Class B Members during the negotiation and consummation pendency of a Drag Transaction or the Call Optionproceedings under this section.

Call Option. (a) Upon a Change of Ameresco Control with respect At any time no later than 6 months prior to the Class A Membersthird anniversary of the Effective Date (the "Option Termination Date"), the Class A Maguire Members shall promptly (and in any event, within [*****]) or either of them may deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control RECP (the “▇▇▇ "Call Option Exercise Period”Notice"), each Class A Member shall have on behalf of themselves or the optionCompany, in its sole discretion, that they elect to acquire from the Class B Members, all, and purchase all but not less than all, all of the Units held Managing Member Interests (including for the purposes of this Section 3, any portion thereof assigned or Transferred by RECP to any other Person) or that the Company will redeem all but not less than all of the Managing Member Interests (the "Call Transaction") for cash on the date specified in the Call Notice (the "Call Date"), which Call Date shall not be more than four months after the date of the Call Notice, provided that in no event shall the Call Date be less than three months prior to the Option Termination Date or the Extended Option Termination Date, as the case may be. RECP will have no obligation to contribute or loan funds to the Company in connection with effecting a Call Transaction, but shall cooperate reasonably and in good faith, but at no cost to RECP and without incurring any liability, with the effecting of a closing of such Class B Members transaction (such option, the “Maguire Members' right to effect or cause a Call Transaction shall h▇▇▇▇▇▇▇ter be referred to as the "Call Option”) in exchange for, [*****]"). The Price payable for the Managing Member Interests upon the consummation of the Call Option shall be as described in Section 3.3. (b) On or before the date that is 90 days prior to the last date on which the Call Option may be exercised by any Class A Member during exercised, the Call Option Exercise Period by providing Maguire Members or either of them may deliver written notice (the “Call Option an "Ex▇▇▇▇▇▇▇ Notice”") to RECP, on behalf of themselves or the Class B Members Company, that they desire to extend the Option Termination Date by an additional 12 months (the "Extended Option Termination Date") subject to the satisfaction, as of such date (solely with respect to (ii), (iii) and (iv) below) and as of the Option Termination Date, of the following receipt conditions: (i) an extension of the term of the New Subordinated Debt has been obtained for no less than one year; (ii) no Event of Default or Event of Acceleration has occurred and is continuing under the terms of the Existing Mortgage Debt, the New Subordinated Debt or any other material agreement (i.e., any contract or Space Lease which involves a payment of over $250,000) or any Major Lease (other than defaults caused by the Class A Member’s Parent act or its applicable Affiliate omission of RECP that are not a bona fide request Performance Default); (iii) no event causing a Trigger Event or Maguire Event of Default (as defined below) has occurred and is cont▇▇▇▇▇▇; (iv) RECP has received in cash a cumulative compounded monthly (to the extent not paid on a monthly basis) return of not less than 12% per annum on the remainder of the RECP Capital Contributions after the return to RECP of the Equity Reserve; provided that in calculating the 12% per annum return, there shall be excluded any distributions of the Equity Reserve which may be distributed to RECP; (v) the Maguire Members shall have purchased the Supplemental Cap and shall ▇▇▇▇ ▇▇llaterally assigned it to the Senior Mezzanine Lender and the Junior Mezzanine Lender in accordance with the terms and conditions of the New Subordinated Debt; (vi) the Maguire Members shall have paid in full all extension fees required ▇▇▇▇▇ ▇he terms of the New Subordinated Debt in order to extend the maturity of the New Subordinated Debt for a period of 1 year; (vii) on or prior to the delivery of the Extension Notice, the Maguire Members will have deposited in escrow, with a financial inst▇▇▇▇▇▇▇ designated by RECP and pursuant to an escrow agreement in form and substance satisfactory to RECP (which shall provide, without limitation, for the distribution of the Extension Escrow Amount as provided in Section 3.1(c) below) satisfactory to RECP, an amount equal to the sum of: (1) the difference between the amount described in paragraph (iv) herein and the amounts actually received by RECP as distributions from the counterparty Company as of date of the delivery of the Extension Notice; and (2) 150% of the amount required to (x) purchase the Supplemental Cap as of the date of the Extension Notice (except that the Maguire Members shall not be required to deposit such 150% of the co▇▇ ▇▇ ▇he Supplemental Cap if the Maguire Members provide evidence to RECP that they have purchased th▇ ▇▇▇▇▇emental Cap on or before the date of delivery of such Extension Notice) and (y) the corresponding extension fees, as described in paragraphs (v) and (vi) herein (such aggregate amount, the proposed Change "Extension Escrow Amount"). RECP's determination of Ameresco Control the Extension Escrow Amount shall be binding on the parties absent manifest error. Extension Escrow Amounts shall be released as determined by RECP in order to permit satisfaction of the conditions set forth in clauses (iv), (v) and (vi) on or before the Option Termination Date. In addition, on the date of the delivery of the Extension Notice, the Maguire Members will provide RECP with the documentation evidencing ▇▇▇ ▇▇▇osit of the amounts in escrow as provided herein (including, without limitation, the escrow agreement pursuant to which such funds are held in escrow, provided that such counterparty desires RECP shall cooperate in good faith in approving the Call escrow agreement) and documenting the calculation of the amounts deposited in escrow; and (viii) receipt of certificates from the Maguire Members, in form and substance satisfactory to RECP, confirm▇▇▇ ▇▇▇t all the conditions set forth in clauses (ii) (iii), (vi) and (vii) above have been satisfied as of the date of the Extension Notice and that all conditions set forth in clauses (ii) through (vi) have been satisfied as of the Option to be exercisedTermination Date. Such Call Option Notice must be delivered prior to expiration If all of the foregoing conditions have been satisfied on the date set forth above, the period for exercise of the Call Option Exercise shall be extended from the Option Termination Date to the Extended Option Termination Date. The period from the Effective Date through the Option Termination Date, as the same may be so extended shall hereinafter be referred to as the "Redemption Period". IfFor the avoidance of doubt, at any reference to the expiration "lapse" of the Call Option Exercise Period, no Class A Member in this Agreement shall have delivered a refer to the time at which the Call Option Noticecan no longer be exercised or consummated, as the Class A case may be. (c) If at any time the Call Option is in effect the Maguire Members provide RECP with the Call Notice but do not consumm▇▇▇ ▇▇▇ Call Transaction on the Call Date, then, as of the close of business (New York City time) on the Call Date, (i) the Maguire Members will on demand pay all the costs and expenses incurr▇▇ ▇▇ ▇ECP in connection thereof; (ii) the Call Option shall, automatically and without any further action, lapse; (iii) a Trigger Event shall be deemed to have waived all occurred; and (iv) any Extension Escrow Amount shall automatically, and without any further action, be transferred to RECP and shall be deemed a distribution in respect of its Managing Member Interest, provided, however, that the Maguire Members will have a one time right to delay the Call Date by ▇▇ ▇▇▇e than 30 days (provided that the Call Date shall in no event be later than the last date on which the Call Transaction could be closed as described in Section 3.1(a) above. (d) Notwithstanding the provisions of Section 3.1(a) above, in the event: (i)(x) the Maguire Members or any of their rights respective Affiliates have breached ▇▇ ▇▇▇ in default in respect of any representation, warranty or covenant under this 6.5 Agreement or any Transaction Document to which they are a party after notice and lapse of any applicable cure periods if such exist (a "Maguire Event of Default"); (y) such Maguire Event of Default does n▇▇ ▇▇▇▇lt in an Event of Default or E▇▇▇▇ ▇▇ Acceleration under any of the Loan Documents; and (z) RECP notifies the Maguire Members of such Maguire Event of Default; or (ii) the death ▇▇ ▇▇▇▇bility of Maguire ▇▇▇ ▇▇e failure of the Maguire Members to appoint within 40 ▇▇▇▇ ▇▇y other person to perfor▇ ▇▇▇ ▇uties and responsibilities with respect to the Property, who is acceptable to RECP at its sole discretion, then subject to Section 3.1(a) above, the Maguire Members may only exercise their rights and effect a Call Opt▇▇▇ (▇▇ the right to effect a Call Option has not otherwise lapsed or expired and has not been suspended as provided herein) so long as the Call Date shall occur no later than three months after the date of either of the Call Option; provided, that any events described in (i) or (ii) above. (e) The Call Option Notice delivered shall immediately and without any further action lapse and be of no further force and effect subject to the provisions of this subsection (e): (i) upon the occurrence of a Maguire Event of Default that is or causes or otherwise results in a▇ ▇▇▇▇▇ of Default or Event of Acceleration under any Loan Documents; or, (ii) upon the occurrence of an Event of Default or Event of Acceleration under any of the Loan Documents as a result of or caused by a Class A Member shall be deemed any actions or inactions of or by the Maguire Members or their respective Affiliates (where the Maguire Me▇▇▇▇▇ ▇r their respective Affiliates had the right or obli▇▇▇▇▇▇ under this Agreement or the Transaction Documents to be effective take actions to prevent such Event of Default), unless with respect to each other Class A Memberof (i) and (ii) the Maguire Members have obtained from the holder of the relevant Loan D▇▇▇▇▇▇▇s under which such Event(s) of Default has occurred within 10 days of the provision of notice to the Maguire Member of such Event of Default or Event of Acceleration, a ▇▇▇▇▇▇▇ confirmation that such Person irrevocably waives such default or irrevocably agrees that it will not enforce its rights and remedies under such Loan Document with respect to such default (or if such waiver or agreement is conditional, if the Maguire Members provide evidence of satisfaction within such same 10 ▇▇▇ ▇▇riod of any such conditions), in which case the Call Option shall automatically and without any further action be reinstated. (bf) At Unless it has previously lapsed or expired, the closing Call Option shall immediately and without any further action be suspended and may not be exercised at any time (the "Suspension Period") during the period in which: (X) (i) an Event of Default or Event of Acceleration has occurred and is continuing under any of the consummation Loan Documents that is not attributable to a Maguire Event of Default or any action or inaction of the Call Option, Maguire Me▇▇▇▇▇ ▇r their respective Affiliates (where the acquiring Class A Members shall pay, Maguire Me▇▇▇▇▇ ▇r their respective Affiliates had the right or cause obli▇▇▇▇▇▇ under this Agreement or the Transaction Documents to be paid, take actions to each Class B Member the Call Purchase Price, on a pro rata basis, in respect prevent such Event of the aggregate amount Default or Event of Capital Contributions made by each Class B Member by wire transfer Acceleration) unless either: (1) such Event of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative Default or Event of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated Acceleration has been irrevocably waived in writing by the holder of the relevant Loan Document, or (2) the holder of the relevant Loan Document confirms in writing that it irrevocably agrees not to enforce its rights and remedies under such Loan Document with respect to such Event of Default or Event of Acceleration, in each case of (1) and (2) above within 10 days of the provision of notice to the Maguire Member of such Event of Default or Event of Acceleration (or if such waiver or agreement is conditional, if the Maguire Members provide evidence of satisfaction within such same 10 ▇▇▇ ▇▇riod of any such conditions) or (ii) an Event of Default or Event of Acceleration has occurred under any of the Loan Documents and such Event of Default has been cured by RECP; (Y) such Event of Default or Event of Acceleration was not caused by RECP (it being understood and agreed that a Performance Default shall not be deemed an Event of Default or Event of Acceleration caused by RECP) unless (I) the Event of Default is a monetary default under the Loan Documents that has no cure period (other Membersthan upon maturity), (II) RECP has cured such default pursuant to the emergency provision of Section 7.3(c) of the Operating Agreement and (III) within 5 Business Days after the cure by RECP the Maguire Members reimburse RECP for all costs and expenses incurred i▇ ▇▇▇▇▇g such default plus interest thereon at the rate of 25% per annum; and (Z) RECP is attempting during such Suspension Period to sell or refinance the Property, or any Subsidiary of the Company or otherwise recapitalize the Company or any Subsidiary of the Company. Notwithstanding anything herein to the contraryforegoing, but without limiting other circumstances in if a written forbearance agreement that provides for the suspension of remedies by the applicable lender under the relevant Loan Documents is entered into by the Company or the applicable Subsidiary (the period during which the Class A Members’ rights under this 6.5 may terminateexercise of such remedies is suspended being hereinafter referred to as the "Forbearance Period"), if no Class A Member delivers a Call Option Notice Suspension Period will be ineffective and will not renew until the later of the date: (m) that is three (3) months prior to the expiration of the Call applicable Forbearance Period; and (n) on which RECP is attempting to sell or refinance the Property or any Subsidiary of the Company or otherwise recapitalize the Company or any Subsidiary of the Company (which RECP will confirm in a notice to the Maguire Members). In no event shall the occurrence and/or existence ▇▇ ▇▇▇ Suspension Period cause the Option Exercise Period and Termination Date or the Class A Members fail Extended Option Termination Date to consummate be extended (as the case may be). (g) If an Event of Default or Event of Acceleration occurs under any of the Loan Documents at a time when the Call Option by the date that is the earlier of has not otherwise lapsed or expired, RECP will (i) [*****] following in good faith attempt to obtain from the date on which the Call Purchase Price is finally determined (subject applicable lender a written forbearance agreement in form and substance reasonably satisfactory to extension for receipt of required regulatory approvals) or RECP; and (ii) [*****] following to the last day extent the Maguire Members are unaware of such Event of Default or Event of Acc▇▇▇▇▇▇▇on, give the Maguire Members notice of such Event of Default or Event of Accelera▇▇▇▇. ▇f RECP is unsuccessful in obtaining such a forbearance agreement from the applicable lender within 15 Business Days of the Call Option Exercise occurrence of such Event of Default or Event of Acceleration, the Maguire Members will be given an opportunity, for a period of 15 Bus▇▇▇▇▇ ▇ays, to obtain such a forbearance agreement (in form and substance reasonably satisfactory to RECP) from such lenders. It will be reasonable for RECP not to approve a forbearance agreement which (x) contemplates any economic change to the Existing Mortgage Loan or the New Subordinated Debt which has an adverse effect on RECP, including, without limitation, the requirement that default or penalty interest be paid during the Forbearance Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, unless it is paid or deposited in escrow with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company by the Maguire Members at a valuation or on terms more favorable than those made available the time of obtaining such forbearance agreement, ▇▇ (▇) requires any adverse economic change to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call OptionRECP's equity position.

Call Option. (a) Upon a Change of Ameresco Control with respect At any time, and from time to time, on or after December 15, 2027, but prior to December 15, 2032, XPLR Member shall have the right, but not the obligation, to acquire, subject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class A MembersB Units at a purchase price that results in an Internal Rate of Return per Class B Unit purchased pursuant to this Section 7.02, measured from the Class A Members shall promptly (and in any event, within [*****]) deliver written notice applicable Acquisition Date of such Class B Unit to the Class B Members. Within [*****] after any such Change Call Option Closing Date, of Ameresco Control six and nine hundred thirty-one thousandths percent (6.931%) (the “Call Option Exercise PeriodPurchase Price”), each Class A Member shall have upon the option, terms and conditions set forth in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members this Section 7.02 (such option, the “Call Option”) ). XPLR Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than XPLR or a Subsidiary thereof; provided, however, that, in exchange forthe event of any such assignment, [*****]. The Call Option may be exercised by XPLR Member and XPLR shall remain subject to their respective obligations set forth in this Section 7.02 upon any Class A Member during exercise of the Call Option Exercise Period by providing Option. (b) To exercise the Call Option, XPLR Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase Price per Class B Unit, and (iv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting XPLR Common Units (or XPLR Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business 91 953834.04-WILSR01A - MSW Days prior to the applicable Call Option Closing Date, the issuance of XPLR Common Units), or a combination of cash and Non-Voting XPLR Common Units (or XPLR Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of XPLR Common Units), subject to the other requirements of this Section 7.02, and the respective proportions thereof to be paid to the Class B Members following receipt by the Class A Member’s Parent (or its applicable Affiliate their nominee(s)); provided, however, that XPLR Member may issue a maximum of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such one (1) Call Option Notice must in any calendar quarter. The Call Option Notice shall be delivered prior to expiration the Class B Members at least five (5) calendar days, but not more than ten (10) Business Days, in advance of the Call Option Exercise PeriodClosing Date. IfDelivery of the initial Call Option Notice may be made prior to the first date on which XPLR Member is permitted to exercise the Call Option in accordance with the preceding sentence (but for the avoidance of doubt, at no Call Option Closing shall occur prior to December 15, 2027). If the expiration consideration to be used to pay the Call Option Purchase Price, as set forth in the Call Option Notice, includes Non-Voting XPLR Common Units (or XPLR Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of XPLR Common Units), then the applicable Call Option Notice may not be delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on which XPLR publicly announces its earnings for any Quarter or Fiscal Year. (c) The following restrictions shall apply to each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued other than for a number of Class B Units that is five percent (5%) (or any integral multiple of five percent (5%)) of the total number of Class B Units (excluding outstanding Supplemental Class B Units) outstanding on the date of the applicable Call Option Notice, unless such exercise of the Call Option Exercise Period, no is for the purchase of all remaining Class A Member shall have delivered a Call Option Notice, B Units not held by XPLR Class B Parties; (ii) the number of Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect B Units purchased pursuant to the exercise of the Call OptionOption during any calendar quarter shall not exceed twenty-five percent (25%) of the total number of Class B Units (excluding outstanding Supplemental Class B Units) outstanding on the date of the applicable Call Option Notice; provided, however, that the restriction set forth in this clause (ii) shall terminate on December 15, 2031; (iii) the Class B Units purchased directly from each Class B Member or indirectly through a Blocker Merger pursuant to any exercise of the Call Option shall consist of a Proportionate Class B Allocation of such Class B Member’s or Blocker’s Class B Units; (iv) if Investor delivers notice to XPLR Member of Investor’s intent for XPLR Member (or its nominee) to purchase Blocker Interests in connection with such Call Option pursuant to a Blocker Merger in accordance with Section 7.02(n), then Investor shall take such actions as are necessary to ensure that the number of Class B Units to be purchased indirectly through a Blocker Merger pursuant to such Call Option shall equal the exact number of Class B Units directly or indirectly owned by any one Blocker or the exact number of Class B Units directly or indirectly owned, in the 953834.04-WILSR01A - MSW aggregate, by any two or more Blockers (such that the acquisition of Blocker Interests through such Blocker Merger pursuant to such Call Option provides XPLR Member (or its nominee) the indirect ownership, through the surviving Blocker of such Blocker Merger, of the number of Class B Units set forth in such Call Option Notice, less the number of Class B Units that Investor has elected for XPLR Member (or its nominee) to purchase directly in connection with such Call Option); and (v) the aggregate number of Class B Units acquired in any Call Option Notice delivered by a shall, cumulatively when taken together with all Class A Member shall be deemed to be effective with respect to each other Class A Member. (b) At the closing of the consummation B Units purchased in all prior exercises of the Call Option, be no more than: (A) from December 15, 2027, but prior to December 15, 2028, twenty percent (20%) of the acquiring total number of outstanding Class A Members shall payB Units (excluding outstanding Supplemental Class B Units); (B) from December 15, 2028, but prior to December 15, 2029, forty percent (40%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (C) from December 15, 2029, but prior to December 15, 2030, sixty percent (60%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (D) from December 15, 2030, but prior to December 15, 2031, eighty percent (80%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); and (E) from December 15, 2031, but prior to December 15, 2032, one hundred percent (100%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units). (d) Non-Voting XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units) may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the XPLR Common Units are listed or cause admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange; (ii) (A) the Registration Rights Agreement is in effect with respect to the XPLR Common Units to be paid, to each Class B Member issued as part of the Call Option Purchase Price (or into which the Non-Voting XPLR Common Units are convertible), subject to and in accordance with the terms of the XPLR Limited Partnership Agreement, and (B) XPLR shall use commercially reasonable efforts to file, as promptly as practicable following the delivery of the applicable Call Option Notice, a registration statement with the Commission registering the resale of the XPLR Common Units to be issued at the Call Option Closing as part of the Call Option Purchase Price (or into which the Non-Voting XPLR Common Units issued at such Call Option Closing are convertible); and 953834.04-WILSR01A - MSW (iii) on such Call Option Closing Date, there shall be no Call Option Cash Shortfall. (e) XPLR Member may pay any Call Option Purchase Price, on a pro rata basisat its option (subject to Section 7.02(d) above), in respect either cash, Non-Voting XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units), or a combination of cash and Non-Voting XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units). (f) Any XPLR Common Units or Non-Voting XPLR Common Units to be issued as payment of (or partial payment of) any Call Option Purchase Price will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be the lesser of (i) the 10-day VWAP on the Trading Day immediately preceding the date of the aggregate amount Call Option Notice and (ii) the listed price of Capital Contributions made by a XPLR Common Unit as of the end of trading on the Trading Day immediately preceding the date of the Call Option Notice. (g) On each Call Option Closing Date, (i) the Class B Members will convey all right, title, and interest in and to the applicable Class B Units, free of all Encumbrances (other than restrictions on transfer arising under this Agreement and under applicable securities Laws), to XPLR Member or its nominee; (ii) XPLR Member or its nominee will pay the cash portion of the Call Option Purchase Price to the Class B Members (or their nominee(s)) by wire transfer of immediately available funds funds; and (iii) XPLR shall satisfy the remaining portion of the Call Option Purchase Price by issuing Non-Voting XPLR Common Units (or, if requested pursuant to an account designated by each Class B Member and each Class B Member shall deliver a signature page Section 7.02(b), XPLR Common Units) to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring and, in connection therewith, XPLR shall instruct, and shall use its commercially reasonable efforts to cause, its Transfer Agent to record the issuance of such XPLR Common Units or Non-Voting XPLR Common Units, as the case may be, to such Class B Members (or their nominee(s)). No fractional XPLR Common Units or Non-Voting XPLR Common Units, as the case may be, will be issued. The Members agree that each Call Option Closing shall be subject to the acquiring Class A Members free and clear receipt of all encumbrancesapplicable Required Governmental Authorizations. The Call Purchase Price proceeds will be paid by In the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option event any such Required Governmental Authorizations shall not have been obtained by the date that is otherwise scheduled to be the earlier Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of doubt, the Call Option Purchase Price set forth in the Call Option Notice shall be calculated from the applicable Acquisition Date of the Class B Units to be purchased until the date of the actual Call Option Closing. (h) Each Class B Member hereby agrees that, in connection with each Call Option Closing, such Class B Member (or its Affiliates) shall use reasonable best efforts to obtain Qualifying Financing and shall borrow an amount thereunder that, together with the aggregate amount of any Call Option Cash Consideration, if any, to be paid to such Class B Member and all other cash on hand and all Cash Equivalents of such Class B Member, provides such Class B Member sufficient cash to repay the portion of such Class B Member’s then outstanding Indebtedness under any Class B Permitted Loan Financing required to be repaid as a result of such exercise of the Call Option (including the net amount of any termination payments and unpaid amounts under any Permitted Hedging Transactions and any other breakage costs, termination fees, and other payments due and payable under such Class B Permitted Loan Financing in connection with such repayment), and to cause the release of all Encumbrances (other than restrictions on transfer arising under this Agreement and under applicable securities Laws) on the Class B Units being acquired pursuant to the exercise of such Call Option. To the extent that the net proceeds from the Qualifying Financing, together with the aggregate Call Option Cash Consideration to be paid to such Class B Member (net of any deductions or withholdings therefrom pursuant to Section 7.02(m)) and all other cash on hand and Cash Equivalents of the applicable Class B Member, are insufficient to repay in full the portion of Indebtedness under such Class B Permitted Loan Financing that is required to be repaid (including the net amount of any termination payments and unpaid amounts under any Permitted Hedging Transactions and any other breakage costs, termination fees and other payments due and payable under such Class B Permitted Loan Financing in connection with such repayment) as a result of the exercise of such Call Option (such deficiency, a “Call Option Cash Shortfall”), then such Class B Member shall use reasonable best efforts to remedy such Call Option Cash Shortfall as promptly as practicable by obtaining Qualifying Financing (or additional Qualifying Financing) in an amount required to remedy the Call Option Cash Shortfall. The Members agree that, if any Class B Permitted Loan Financing is outstanding at such time, each Call Option Closing shall be subject to there being no Call Option Cash Shortfall. If there is a Call Option Cash Shortfall and the applicable Class B Members are unable, using their respective reasonable best efforts to, secure Qualifying Financing or to refinance the existing Qualifying Financing with another Qualifying Financing, in an amount sufficient to remedy the Call Option Cash Shortfall by the Call Option Closing Date set forth in the applicable Call Option Notice (the “Scheduled Call Option Buyout Date”), then the applicable Call Option Closing shall automatically be delayed for a period (a “Call Option Delay Period”) commencing on the Scheduled Call Option Buyout Date and ending upon the earliest to occur of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or Option Closing, (ii) [*****] XPLR Member’s delivery of written revocation of the applicable Call Option Notice to the Class B Member Representative at any time after the Scheduled Call Option Buyout Date, and (iii) the date that is twenty (20) Business Days after the Scheduled Call Option Buyout Date. During any such Call Option Delay Period, the Class B Members shall use their respective reasonable best efforts to secure Qualifying Financing, or to refinance the existing Qualifying Financing with another Qualifying Financing, in an amount that is sufficient to remedy the Call Option Cash Shortfall; provided, however, that, at any time and from time to time during such Call Option Delay Period, XPLR Member shall be entitled to modify the proportions of cash and Non-Voting XPLR Common Units (or XPLR Common Units, if requested pursuant to Section 7.02(b)) to be used to pay the Call Option Purchase Price at the applicable Call Option Closing, upon notice thereof delivered to the Class B Member Representative on or after the Scheduled Call Option Buyout Date. If, following the last day Scheduled Call Option Buyout Date, the Class B Members are able, using their respective reasonable best efforts, to remedy the Call Option Cash Shortfall, then (A) the Class B Member Representative shall promptly deliver written notice thereof to XPLR Member, (B) the applicable Call Option Closing shall occur as promptly thereafter as practicable, and (C) at the applicable Call Option Closing, the amount of the Call Option Exercise Purchase Price and the Issuance Price for Non-Voting XPLR Common Units (or XPLR Common Units, if requested pursuant to Section 7.02(b)) to be issued as payment (or partial payment) of the applicable Call Option Purchase Price shall be the same as is set forth in the original Call Option Notice; provided that, if the Class B Members are unable to remedy the applicable Call Option Cash Shortfall by the expiration of the applicable Call Option Delay Period, then the obligation of the Class A B Members to use their respective reasonable best efforts 95 to secure Qualifying Financing, or to refinance the existing Qualifying Financing, in an amount sufficient to remedy the Call Option Cash Shortfall shall be deemed to have waived all ofcease concurrently with such expiration of the applicable Call Option Delay Period. (ci) Each Class A Member agrees that, with respect to a Drag Transaction or Following consummation of the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of Option Closing pursuant to which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation all of a Drag Transaction Class B Member’s Class B Units are acquired by XPLR Member (or its nominee), the Call Option.Managing Member will am

Call Option. (a) Upon a Change of Ameresco Control with respect At any time, and from time to time, on or after May 13, 2023, but prior to May 13, 2026, XPLR Member shall have the right, but not the obligation, to acquire, subject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class A MembersB Units at a purchase price that results in an Internal Rate of Return per Class B Unit purchased pursuant to this Section 7.02, measured from the Effective Date to the Call Option Closing Date, of eleven percent (11%) on each Class A Members shall promptly (and in any event, within [*****]) deliver written notice B Unit acquired upon the exercise of such to the Class B Members. Within [*****] after any such Change of Ameresco Control Call Option (the “Call Option Exercise PeriodPurchase Price”), each Class A Member shall have upon the option, terms and conditions set forth in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members this Section 7.02 (such option, the “Call Option”) ). XPLR Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than XPLR or a subsidiary thereof; provided, however, that, in exchange forthe event of any such assignment, [*****]. The Call Option may be exercised by XPLR Member and XPLR shall remain subject to their respective obligations set forth in this Section 7.02 upon any Class A Member during exercise of the Call Option Exercise Period by providing Option. (i) To exercise the Call Option, XPLR Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (A) the date on which the Call Option is to be consummated (the “Call Option Closing”), which shall be seven (7) Business Days after the date of the Call Option Notice (the “Call Option Closing Date”), (B) the number of Class B Units to be purchased, (C) the Call Option Purchase Price per Class B Unit, (D) a report in the form of the IRR Report showing the Internal Rate of Return as of the Call Option Closing Date, and (E) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting XPLR Common Units, or a combination of cash and Non-Voting XPLR Common Units, subject to the other requirements of this Section 7.02, including the respective proportions thereof to be paid to the Class B Members following receipt by the Class A Member’s Parent (or its applicable Affiliate their nominee(s)); provided, however, that XPLR Member may issue a maximum of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such one (1) Call Option Notice must in any calendar quarter. The Call Option Notice shall be delivered prior to expiration the Class B Members seven (7) Business Days in advance of the Call Option Exercise PeriodClosing Date and shall be irrevocable. IfDelivery of the initial Call Option Notice may be made prior to the first date on which XPLR Member is permitted to exercise the Call Option in accordance with the preceding sentence (but for the avoidance of doubt, no Call Option Closing shall occur prior to May 13, 2023). 953941.04-WILSR01A - MSW (ii) The Class B Member Representative shall, at least four (4) Business Days prior to the expiration Call Option Closing Date, deliver to the Company and XPLR Member a written election (the “Call Option Election Notice”), notifying XPLR Member as to whether any of the Class B Members elects to sell all or any portion of the Non-Voting XPLR Common Units to be issued as payment of the Call Option Purchase Price (“Call Exercise PeriodXPLR Units”) to a Person other than an Affiliate, no Affiliated Fund, or Affiliated Investment Vehicle of such Class A B Member shall have delivered (a “Third-Party Buyer”) within three (3) Business Days following the Call Option NoticeClosing Date (if applicable, the “Call Units Sale Date”) and specifying the number of Call Exercise XPLR Units (if any) to be sold by each Class A B Member (a “Sale Election”). The Call Option Election Notice shall be irrevocable. If any of the Class B Members makes a Sale Election, then such Class B Members shall be deemed use commercially reasonable efforts to have waived all make arrangements with an underwriter, broker, or other sales agent to facilitate such sale (the “Sale Arrangement”) of their rights under this 6.5 the Call Exercise XPLR Units that are subject to the Sale Election on the Call Units Sale Date. The Class B Member Representative shall regularly update XPLR with respect to the exercise negotiation of the Sale Arrangement, and XPLR shall use commercially reasonable efforts to cooperate with the Class B Member Representative in connection with sales of Call Exercise XPLR Units pursuant to such Sale Arrangement. (iii) The Class B Member Representative shall, at least two (2) Business Days prior to the Call Option Closing Date, deliver to the Company and XPLR Member a written notice (the “Call Option Sale Notice”), notifying the Company and XPLR Member as to whether any Sale Arrangement has been arranged, and, if so, the Agreed Sale Price per Call Exercise XPLR Unit and the number of Call Exercise XPLR Units to be sold by each applicable Class B Member on the Call Units Sale Date pursuant to such Sale Arrangement. The Call Option Sale Notice shall be irrevocable. XPLR and such Class B Members shall use commercially reasonable efforts to cooperate in any sale of Call Exercise XPLR Units pursuant to such Sale Arrangement. (c) The aggregate number of Class B Units purchased in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, shall be no more than: (i) from May 13, 2023, but prior to May 13, 2024, twenty-five percent (25%) of the total number of outstanding Class B Units; (ii) from May 13, 2024, but prior to November 13, 2024, fifty percent (50%) of the total number of outstanding Class B Units; (iii) from November 13, 2024, but prior to May 13, 2025, seventy-five percent (75%) of the total number of outstanding Class B Units; providedand (iv) from and after May 13, that 2025, one hundred percent (100%) of the total number of outstanding Class B Units. 953941.04-WILSR01A - MSW (d) Non-Voting XPLR Common Units may be used for payment of the Call Option Purchase Price at any Call Option Notice delivered by a Class A Member Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the XPLR Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange; (ii) the Registration Rights Agreement shall be deemed to be effective in effect with respect to each other Class A Member.the XPLR Common Units into which the Non-Voting XPLR Common Units are convertible, subject to and in accordance with the terms of the XPLR Limited Partnership Agreement; (biii) At the closing NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto; (iv) XPLR must have an effective registration statement on file with the Commission covering resales of the consummation underlying XPLR Common Units to be received upon conversion of the Non-Voting XPLR Common Units, and none of XPLR or its Affiliates has knowledge of any news, events, or developments that XPLR or such Affiliates believe would require it to suspend the use of such registration statement under Section 2.01(b) of the Registration Rights Agreement; (A) none of XPLR or its Affiliates has knowledge of previously undisclosed material news, events, or developments that XPLR or such Affiliate would be obligated to disclose publicly, under applicable Law or the rules of the National Securities Exchange on which the XPLR Common Units are listed, if XPLR or such Affiliate were offering and selling XPLR Common Units (or other publicly traded securities), the disclosure of which would reasonably be expected to negatively affect the trading price of XPLR Common Units on the applicable National Securities Exchange; and (B) XPLR (or its Affiliates) shall have publicly disclosed any material news, events or developments that would reasonably be expected to negatively affect the trading price of XPLR Common Units on the applicable National Securities Exchange at least one (1) full Trading Day (on which XPLR Common Units traded on the applicable National Securities Exchange without stop or interruption) prior to the issuance of any Call Option Notice; and (vi) in any exercise of the Call Option, the acquiring aggregate number of Non-Voting XPLR Common Units that will be issued to holders of Class A Members B Units at the applicable Call Option Closing, together with all Non-Voting XPLR Common Units issued in all prior exercises of the Call Option, shall paybe no more than twenty-two and one half percent (22.5%) of the total number of outstanding XPLR Common Units on a Fully Diluted Basis (including any Non-Voting XPLR Common Units to be issued at the applicable Call Option Closing). (e) XPLR Member may pay any Call Option Purchase Price, at its option (subject to Section 7.02(d) above), in either cash, Non-Voting XPLR Common Units, or cause a combination of cash and Non-Voting XPLR Common Units. Any Call Exercise XPLR Units to 953941.04-WILSR01A - MSW be issued as payment of (or partial payment of) any Call Option Purchase Price will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be specified as the lesser of (X) the 10-day VWAP on the date of the Call Option Notice and (Y) the listed price of a XPLR Common Unit as of the end of trading on the date of the Call Option Notice; provided, however, that: (i) if any portion of the Call Option Purchase Price is to be paidpaid in cash (the “Call Option Cash Portion”), then the Call Option Cash Portion paid on the Call Option Closing Date shall be reduced by an amount equal to each four percent (4%) of the Call Option Cash Portion; (ii) if (A) any portion of the Call Option Purchase Price is to be paid in Non-Voting XPLR Common Units, (B) the Class B Members have elected to sell some or all of the Call Exercise XPLR Units through the applicable Sale Arrangement, and (C) the applicable Sale Unit Clawback Value is greater than zero (not to exceed the Clawback Cap), then the number of Call Exercise XPLR Units to be issued to such Class B Member at the Call Option Closing shall be reduced by a number of Call Exercise XPLR Units equal to the quotient obtained by dividing (y) the applicable Sale Unit Clawback Value by (z) the Issuance Price used in the calculation of the Call Option Purchase Price; and (iii) if any portion of the Call Option Purchase Price is to be paid in Non-Voting XPLR Common Units and the Class B Member Representative does not timely deliver a Call Option Sale Notice containing a Sale Election by one or more Class B Members to sell any of the Call Exercise XPLR Units to be issued as part of such Call Option Purchase Price, on then the number of Call Exercise XPLR Units to be issued at the Call Option Closing shall be reduced by a pro rata basis, number of Call Exercise XPLR Units equal to the quotient obtained by dividing (A) the applicable Held Unit Clawback Value by (B) the Issuance Price used in respect the calculation of the aggregate amount of Capital Contributions made by Call Option Purchase Price. (f) On each Call Option Closing Date, (i) the Class B Members will convey all right, title, and interest in and to the applicable Class B Units, free of all Encumbrances (other than those created by this Agreement or securities Laws), to XPLR Member or its nominee; (ii) XPLR Member or its nominee will pay the Call Option Cash Portion (subject to reduction pursuant to Section 7.02(e), as applicable), if any, to the Class B Members (or their nominee(s)) by wire transfer of immediately available funds to an account designated by each Class B Member funds; and each Class B Member (iii) XPLR shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of satisfy the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration remaining portion of the Call Option Exercise Period and Purchase Price by issuing Non-Voting XPLR Common Units to the Class A B Members fail (subject to consummate reduction pursuant to Section 7.02(e), as applicable), and, in connection therewith, XPLR shall instruct, and shall use its commercially reasonable efforts to cause, its Transfer Agent to record the issuance of such Non-Voting XPLR Common Units, as the case may be, to such Class B Members (or their nominee(s)). No fractional Non-Voting XPLR Common Units will be issued, and any fractional Non-Voting XPLR Common Units that otherwise would be issuable as part of the Call Option Purchase Price shall be rounded down to the nearest whole number of Non-Voting XPLR Common Units, and the Call Option Cash Portion shall be increased to reflect the value of such fractional Non-Voting XPLR Common Units. The Members agree that each Call Option Closing shall be subject to the receipt of all applicable Required Governmental Authorizations. In the event any such Required Governmental 953941.04-WILSR01A - MSW Authorizations shall not have been obtained by the date that is otherwise scheduled to be the earlier Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of (i) [*****] following doubt, the Call Option Purchase Price set forth in the Call Option Notice shall be calculated from the Effective Date until the date on which of the actual Call Purchase Price is finally determined Option Closing. (subject to extension for receipt of required regulatory approvalsg) or (ii) [*****] following the last day Following consummation of the Call Option Exercise Periodpursuant to which all of a Class B Member’s Class B Units are acquired by XPLR Member (or its nominee), the Managing Member will amend this Agreement to reflect the withdrawal of such Class B Member and the transfer of the Class B Units effective as of the applicable Call Option Closing. (h) If, in the exercise of any Call Option, the number of Class B Units to be purchased is less than all of the outstanding Class B Units and there are multiple holders of such Class B Units, the Class A B Units so purchased will be acquired pro rata from the Class B Members (other than XPLR Member and its Affiliates, if they hold Class B Units) based on the number of Class B Units held. (i) Each Member agrees to cooperate fully with the Company, the Managing Member, and XPLR to effect the Call Option Closing, including using its reasonable best efforts to obtain all applicable Governmental Authorizations, and entering into any agreements and instruments and executing any certificates or other documents the Managing Member reasonably deems necessary or appropriate to consummate the Disposition of the Class B Units. The Class B Members and XPLR agree to use commercially reasonable efforts to coordinate with the Transfer Agent to record the issuance of Non-Voting XPLR Common Units, as the case may be, to such Class B Members (or their nominee(s)). (j) XPLR Member or its nominee shall be entitled to deduct and withhold from each Call Option Purchase Price the amounts each XPLR Member or its nominee is required to deduct and withhold under any applicable Law, and amounts so withheld and properly remitted to the appropriate Governmental Authority shall be deemed paid for all purposes of this Agreement to have waived all of (c) Each Class A Member agrees that, the Person with respect to a Drag Transaction or which such amount was withheld; provided that any such amounts shall be specified by XPLR Member in the applicable Call Option Notice; provided, further, that if, on the Call OptionOption Closing Date, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is Class B Members deliver to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A XPLR Member or its nominee withholding certificates pursuant to Treasury Regulations Section 1.1445-2(b)(2) and, in the case of a sale of the Class B Units, IRS Notice 2018-29, that the Class B Member (or if such entity is a disregarded entity, its regarded owner) is not a non-U.S. person, XPLR Member or its nominee shall not withhold any amounts under Section 1445 or Section 1446(f) of its Affiliates to realize value attributable the Code unless there is a change in applicable Law prior to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call OptionOption Closing Date that requires such withholding.

Call Option. (a) Upon a Change of Ameresco Control with respect At any time, and from time to time, on or after [●], 2026,7 but prior to [●], 2031,8 NEP Member shall have the right, but not the obligation, to acquire, subject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class A MembersB Units at a purchase price that results in an Internal Rate of Return per Class B Unit purchased pursuant to this Section 7.02, measured from the Class A Members shall promptly (and in any event, within [*****]) deliver written notice applicable Acquisition Date of such Class B Unit to the Class B Members. Within Call Option Closing Date, of [*****five and five and sixty-one hundredths percent (5.61%)] after any such Change of Ameresco Control (the “Call Option Exercise PeriodPurchase Price”), each Class A Member shall have upon the option, terms and conditions set forth in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members this Section 7.02 (such option, the “Call Option”) ). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a Subsidiary thereof; provided, however, that, in exchange forthe event of any such assignment, [*****]. The Call Option may be exercised by NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any Class A Member during exercise of the Call Option Exercise Period by providing written Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase Price per Class B Unit, and (iv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), subject to the other requirements of this Section 7.02, and the respective proportions thereof to be paid to the Class B Members following receipt by the Class A Member’s Parent (or its applicable Affiliate their nominee(s)); provided, however, that NEP Member may issue a maximum of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such one (1) Call Option Notice must in any calendar quarter. The Call Option Notice shall be delivered prior to expiration the Class B Members at least five (5) calendar days in advance of the Call Option Exercise PeriodClosing Date. If, at Delivery of the expiration of initial Call Option Notice may be made prior to the first date on which NEP Member is permitted to exercise the Call Option Exercise Periodin accordance with the preceding sentence (but for the avoidance of doubt, no Class A Member Call Option Closing shall have delivered a occur prior to [●], 20269). If the consideration to be used to pay the Call Option Purchase Price, as set forth in the Call Option Notice, includes Non-Voting NEP Common Units (or NEP Common Units if the holder of Class A Members shall B Units to be deemed to have waived all of their rights under this 6.5 with respect purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), then the applicable 7 NTD – To be the date that is the [fifth (5th)] anniversary of the Effective Date. 8 NTD – To be the date that is the [Flip Date]. 9 NTD – To be the date that is the [fifth (5th)] anniversary of the Effective Date. 896060.18-WILSR01A - MSW Call Option Notice may not be delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on which NEP publicly announces its earnings for any Quarter or Fiscal Year (or any other “blackout period” under NEP Member’s trading policies that is applicable to all holders of NEP Common Units). (c) The following restrictions shall apply to each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued other than for a number of Class B Units that is five percent (5%) (or any integral multiple of five percent (5%)) of the Class B Units outstanding on the date of the applicable Call Option Notice, unless such exercise of the Call Option is for the purchase of all remaining Class B Units not held by NEP Class B Parties; (ii) the number of Class B Units purchased pursuant to the exercise of one or more Call Options during any calendar quarter shall not exceed twenty-five percent (25%) of the total number of outstanding Class B Units as of the date of the Call Option Notice; provided, however, that the restriction set forth in this clause (ii) shall terminate on [●], 2030;10 (iii) the Class B Units purchased from each Class B Member pursuant to any exercise of the Call Option shall consist of a Proportionate Class B Allocation of such Class B Member’s Class B Units; (iv) if Investor delivers notice to NEP Member of Investor’s intent for NEP Member (or its nominee) to purchase Blocker Interests in connection with such Call Option in accordance with Section 7.02(n), then Investor shall take such actions as are necessary to ensure that the number of Class B Units purchased pursuant to such Call Option shall equal the exact number of Class B Units directly or indirectly owned by any one Blocker or the exact number of Class B Units directly or indirectly owned, in the aggregate, by any two or more Blockers (such that the purchase of Blocker Interests pursuant to such Call Option provides NEP Member (or its nominee) the indirect ownership through such Blocker(s) of the number of Class B Units set forth in such Call Option Notice); and (v) the aggregate number of Class B Units purchased in any Call Option Notice delivered by a shall, cumulatively when taken together with all Class A Member shall be deemed to be effective with respect to each other Class A Member. (b) At the closing of the consummation B Units purchased in all prior exercises of the Call Option, be no more than: (A) from [●], 2026,11 but prior to [●], 2027,12 twenty percent (20%) of the acquiring Class A Members shall pay, or cause to be paid, to each total number of outstanding Class B Member Units; 10 NTD – To be the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice date that is one year prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by Flip Date. 11 NTD – To be the date that is the earlier [fifth (5th)] anniversary of (i) [*****] following the Effective Date. 12 NTD – To be the date on which that is the Call Purchase Price is finally determined [sixth (subject to extension for receipt of required regulatory approvals) or (ii) [*****6th)] following the last day anniversary of the Call Option Exercise PeriodEffective Date. 896060.18-WILSR01A - MSW (B) from [●], 2027,13 but prior to [●], 2028,14 forty percent (40%) of the total number of outstanding Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call Option.B Units;

Call Option. (a) Upon a Change of Ameresco Control with respect Each PSU and MKA hereby grants to the Class A Members, the Class A Members shall promptly NGIL an option (and in any event, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”), each Class A Member shall have the option, in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members (such option, the “Call Option”) in exchange for, [*****]. The Call Option may be exercised to purchase all (but not some) of the Shares held by any Class A Member during the Call Option Exercise Period by providing written notice each of them (the “Call Option NoticeShares”) to at the Class B Members following receipt by Option Price (as defined in Clause 9.3(e)) which NGIL may exercise upon: (i) PSU or MKA having committed any Event of Default; or (ii) the Class A Member’s Parent Aries Time Charter and/or the Pluto Time Charter with the Time Charterer is terminated, cancelled, suspended or its applicable Affiliate of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the Call Option ceases to be exercised. Such Call Option Notice must be delivered prior to expiration in full force and effect for any reason whatsoever and on the exercise of the Call Option Exercise Period. IfOption, at PSU and/or MKA shall become bound to sell and the expiration NGIL shall become bound to purchase the Call Shares in accordance with Clause 9.3(c). (b) Once lodged, a notice to exercise given under Clause 9.3(a) shall be irrevocable save with the consent in writing of the Call other party. (c) Completion of the sale and purchase of the Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect Shares pursuant to the exercise of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective take place at the registered office of the Company (or such other location as the parties may agree) on the date specified in the exercise notice given in accordance with respect to each other Class A Member.Clause 9.3(a) when: (bi) At the closing transferee shall pay or procure the payment of the consummation of Option Price to transferor; (ii) the Call Option, transferor shall deliver to the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on transferee a pro rata basis, transfer instrument in respect of the aggregate Option Shares duly executed in favour of transferee together (where appropriate) with the original share certificate(s) if any representing the Option Shares in the name of the transferor; and (iii) subject to the payment by the transferee of the requisite amount of Capital Contributions made by each Class B Member by wire any stamp or transfer of immediately available funds duty that is payable, the transferor shall use its reasonable endeavours (subject to an account designated by each Class B Member and each Class B Member shall deliver a signature page due completion) to a transfer document, which procure that transferee (or its nominee) shall be executed by an authorized representative registered as the holder of the Class B Members, transferring its Units Option Shares without delay and a share certificate in respect thereof shall be delivered to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by transferee (or its nominee). (d) If the Class A Members to transferor makes default in transferring the account(s) designated in writing by Option Shares following the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration exercise of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of relevant Option: (i) [*****] following the date directors of the Company shall be entitled to receive and give a good discharge for the Option Price on which behalf of the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or transferor; (ii) [*****] following the last day transferor in each case hereby irrevocably, and by way of security for the performance of the Call transferor’s obligations under this Clause 9.3, appoints such person as the transferee shall nominate in writing as the transferor’s attorney to execute on transferor’s behalf a transfer or transfers of the Option Exercise Period, Shares in favour of the Class A Members shall transferee (or as the transferee may direct) and such other documents as may be deemed necessary to have waived all oftransfer title to the Option Shares to the transferee (or as the transferee may direct); and (ciii) Each Class A Member agrees thatthe transferor hereby authorises the directors of the Company to approve the registration of such transfer or transfers or other documents, with respect to a Drag Transaction or PROVIDED That the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent provisions of this Agreement, including by enabling such Class A Member Clause 9.3(d) shall not apply where the transferee has failed to tender payment for the Option Shares or to comply with any of its Affiliates obligations under this Clause 9.3. (e) For the purposes of this Clause 9.3, the “Option Price” shall mean the amount of the Equity Loan then outstanding from PSU or MKA (as the case may be) to realize value attributable to FFPL and in the Company at a valuation event that the Equity Loan has been fully paid by PSU or on terms more favorable than those made available to MKA (as the Company or case may be), the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call OptionOption Price shall be US$1.00.

Call Option. (a) Upon a Change of Ameresco Control with respect to On or after the Class A Members, the Class A Members shall promptly (and in any event, within [date that is *****]* after the Closing Date, any Investment Member (the “Initiating Member”) deliver written may, by delivery of a notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise PeriodNotice”) to the remaining Members (each a “Call Notice Recipient”), each Class elect to purchase all, but not less than all of the Investment Units owned by such other Members and, at the Initiating Member’s option, all of the Series B-2 Common Units owned by all other Members; provided, that the aggregate purchase price for any such Investment Units, as specified in the Call Notice shall be not less than the Minimum Call Price (as defined on Exhibit A hereto) and the price for any Series B-2 Common Units, if applicable, shall be the same price, on a per Unit basis, as the price for the Series B-1 Common Units, as specified in the Call Notice (the “Call Consideration”); and, provided further, that the amount of consideration in the aggregate equal to the Redemption Amount for the Series A Preferred Units subject to the Call Notice shall be allocable to such Series A Preferred Units and the amount of consideration in the aggregate in excess of such amount shall be allocable to the Common Units. In addition, at any time after the date hereof, upon the occurrence of an Insolvency Event with respect to any Member or, in the case of Lions Gate the occurrence of an Insolvency Event as to LGEC (the Member affected (which shall be Lions Gate or its Permitted Transferee in the event of an Insolvency Event of LGEC), the “Affected Member”), (i) the remaining Investment Members may collectively deliver a Call Notice to such Affected Member at which time the remaining Investment Members will collectively be deemed to be an Initiating Member for purposes hereof and, subject to the provisions regarding a Counter Offer below, shall be entitled to purchase their pro-rata portion of the Units of the Affected Member and (ii) the Affected Member shall not be able to issue a Call Notice as an Initiating Member pursuant this Section 9.7. (b) Each of the Call Notice Recipients that are Investment Members shall have the option, in its sole discretionexercisable within 30 days of the date of delivery of the Call Notice pursuant to Section 9.7(a), to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members (such option, the “Call Option”) in exchange for, [*****]. The Call Option may be exercised by any Class A Member during the Call Option Exercise Period by providing give written notice (the “Call Option Exercise Notice”) to the Class B Members following receipt Initiating Member and each other Call Notice Recipient of whether such Call Notice Recipient elects to (i) make, individually or together with any other Investment Member, a counter-offer (a “Counter Offer”) for all of the Investment Units owned by the Class A Member’s Parent Initiating Member and each other Call Notice Recipient not participating in the Counter Offer and, at the such Member(s)’ option, all of the Series B-2 Common Units owned by such other Members, at a price equal to the Call Consideration plus a premium of at least 5% of such Call Consideration or its applicable Affiliate (ii) have the Initiating Member purchase all of the Investment Units and Series B-2 Common Units, if applicable, such Call Notice Recipient owns for an amount equal to the Call Consideration. Within 15 days of the date of delivery of a bona fide request from Counter Offer, the counterparty Initiating Member and each other Call Notice Recipient not participating in the proposed Change Counter Offer shall give written notice to any Call Notice Recipients or group thereof delivering a Counter Offer of Ameresco Control whether such Member elects to (1) accept the Counter Offer or (2), in the case of Investment Members, provide a Counter Offer thereto with Call Consideration not less than 105% of the amount of consideration, on a per share basis, provided in the Counter Offer. To the extent that such counterparty desires the Initiating Member or a Call Notice Recipient or group thereof elects to provide a Counter Offer pursuant to clause (b)(1) above, the process described above in this subsection (b) shall be repeated as necessary with each succeeding offer being at least 105% of the highest amount offered as Call Consideration on a per Unit basis by the other Members. Upon acceptance of either the Call Option Notice or a Counter Offer all Members other than the Call Recipient(s) or Initiating Member making the accepted offer, shall be obligated to be exercisedsell their Investment Units and, if applicable, Series B-2 Common Units at the price specified in the accepted Call Notice or Counter Offer. Such If a Call Option Exercise Notice must be or response to a Counter Offer is not delivered by any Call Notice Recipient or Initiating Member, as applicable, prior to expiration (I) in the case of the Call Option Exercise Period. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members end of the 30-day period referred to above or (II) in the case of a Counter Offer, the end of the 15-day period referred to above, then, on such last day of the applicable period, each such non-replying Call Notice Recipient shall be deemed to have waived delivered a Call Exercise Notice electing to have the Initiating Member purchase all of their rights under this 6.5 with respect the Investment Units and, if applicable, Series B-2 Common Units it owns or an acceptance of the Counter Offer, as applicable. Following the election or deemed election of the Members pursuant hereto, the purchasing Member(s) (each, a “Call Purchasing Member”) shall deliver the aggregate purchase price to the exercise selling Member(s) (each, a “Call Selling Member”) at the closing which shall be held on the date specified by the Call Purchasing Member(s) but not later than the 20th day following the date of the last acceptance or deemed acceptance of the Call Option; providedNotice or Counter Offer, that as applicable, governing such a sale (or if the HSR Act is applicable to such transaction, on the date the waiting period required, including any Call Option Notice delivered extensions thereof, shall have expired but in no event longer than 180 days after such date). Such purchase price shall, unless otherwise agreed upon by a Class A Member shall be deemed to be effective with respect to each other Class A Member. (b) At the closing of the consummation of the Call OptionSelling Member(s) and Call Purchasing Member(s), be paid in cash, at the acquiring Class A Members shall payclosing, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member the Call Selling Member(s) for such purpose at least two Business Days prior to the closing date. At the closing, the Call Selling Member(s) shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members Call Purchasing Member(s), free and clear of all encumbrances. The Call Purchase Price proceeds will Encumbrances, the Units to be paid by the Class A Members transferred to the account(sCall Purchasing Member(s), accompanied by transfer documents substantially in the form of Schedule 9.7(b) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration favor of the Call Option Exercise Period Purchasing Member(s) and such other documents, if any, as are necessary to convey to the Call Purchasing Member(s) the Units subject to such purchase, in form and substance reasonably satisfactory to the Call Purchasing Member(s) (such transaction the “Call Transaction”). (c) To the extent that, at any time during the period of twelve (12) months following the consummation of a Call Transaction, any Call Purchasing Member consummates a transaction to sell any Units (a “Subsequent Transaction”), the Call Purchasing Member shall, within two (2) days of the consummation thereof, provide notice of such Subsequent Transaction to the Call Selling Members and the Class A Call Selling Members fail shall be entitled to consummate receive, for each series of Units their pro-rata share of an amount equal to the Call Option by product of (a) the date that is the earlier lesser of (i) [*****] following the date on which number of Units of such series sold by the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or Purchasing Member in the Subsequent Transaction and (ii) [*****] following the last day number of Units of such series purchased by the Call Purchasing Member in the Call Transaction times (b) the difference between (i) the Fair Market Value of the consideration or, in the case of cash, the amount of such cash, received by the Call Purchasing Member, on a per Unit basis for such series of Units, in the Subsequent Transaction and (ii) the amount of consideration received by the Call Selling Member, on a per Unit basis for such series of Units, in the Call Transaction (such amount, the “Additional Call Amount”). For purposes of the preceding sentence, the Call Selling Members’ pro-rata share for each series of Units shall be equal to the Additional Call Amount multiplied by a fraction, the numerator of which is the number of Units of such series sold by such Call Selling Member in the Call Transaction and the denominator of which is the aggregate number of Units of such series sold by all Call Selling Members in the Call Transaction. Such Additional Call Amount, unless otherwise agreed upon by the Call Selling Member(s), shall be paid, at the option of the Call Option Exercise PeriodPurchasing Member, in cash or in-kind with the Class A Members shall be deemed to have waived all of actual consideration received in the Subsequent Transaction, within 10 days of the closing date of the Subsequent Transaction (c) Each Class A Member agrees that, with respect to a Drag Transaction or such later date as is necessary for purposes of determining the Fair Market Value of the consideration received by the Call OptionPurchasing Member in the Subsequent Transaction pursuant to Section 9.9 below), it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series by wire transfer of related transactions immediately available funds to an account designated by the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Call Selling Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call Optionfor such purpose.

Call Option. (a) Upon a Change of Ameresco Control with respect a. S▇▇▇▇ ▇▇▇▇▇▇ undertakes not to transfer any GG Shares held by it prior to the Class A Membersfirst anniversary of the Closing Date without the prior written consent of GG (such consent not to be unreasonably withheld, the Class A Members shall promptly (and in any event, within [*****]) deliver written notice of such delayed or conditioned). b. GG grants to the Class B MembersSeller an option (the "Call Option") to purchase or procure the purchase of the entire share capital in each of PIN and MPL (the “Called Shares”). Within [*****] after any such Change of Ameresco Control The consideration payable to GG for the Called Shares shall be the following (the “Call Option Exercise PeriodConsideration”): i. the transfer to GG or its nominee of all GG Shares held by S▇▇▇▇ ▇▇▇▇▇▇; and ii. £3 million, less any cash taken out of PIN or MPL by GG during the period commencing on the Closing Date and ending on the Call Completion Date (as defined below) (“Cash Element”), each Class A Member shall have the option, in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members (such option, the “Call Option”) in exchange for, [*****]. The Call Option . c. S▇▇▇▇ ▇▇▇▇▇▇ may be exercised by any Class A Member during exercise the Call Option Exercise Period by providing written notice (at any time following the “Call Option Notice”) to the Class B Members following receipt by the Class A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such Call Option Notice must be delivered prior to expiration first anniversary of the Call Option Exercise PeriodClosing Date if at any time after such date the GG Shares held by S▇▇▇▇ ▇▇▇▇▇▇ do not have an aggregate value of at least £10.2 million pounds. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect to the S▇▇▇▇ ▇▇▇▇▇▇ may exercise of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A Member. (b) At the closing of the consummation of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by giving an irrevocable written notice to GG (the date that is the earlier of (i"Call Notice") [*****] following specifying: i. the date on which the Call Purchase Price Notice is finally determined (subject to extension for receipt given; ii. that S▇▇▇▇ ▇▇▇▇▇▇ is exercising the Call Option in accordance with this paragraph 3; and iii. a date, which is no less than 30 and no more than 120 Business Days after the date of required regulatory approvals) or (ii) [*****] following the last day Call Notice, on which completion of the Call Option Exercise Periodshould take place ("Call Completion"). d. Call Completion shall take place on the date specified in the applicable Call Notice (the "Call Completion Date"), and at Call Completion: i. S▇▇▇▇ ▇▇▇▇▇▇ shall deliver to GG (i) a stock transfer form for all of the GG Shares held by S▇▇▇▇ ▇▇▇▇▇▇ duly executed and completed in favour of GG or its nominee; and (ii) share certificates in respect of such GG Shares; and ii. GG shall deliver to S▇▇▇▇ ▇▇▇▇▇▇ (i) stock transfer forms for all of the Called Shares duly executed and completed in favour of S▇▇▇▇ ▇▇▇▇▇▇; and (ii) share certificates in respect of the Called Shares. e. S▇▇▇▇ ▇▇▇▇▇▇ is not required to pay the Cash Element at Call Completion. The Cash Element may be paid by S▇▇▇▇ ▇▇▇▇▇▇ to GG (to the bank account nominated by GG in writing) in such proportion as S▇▇▇▇ ▇▇▇▇▇▇ in its sole discretion determines provided that aggregate Cash Element is paid to GG no later than the date which is the third anniversary of the Call Completion Date. f. Any shares transferred pursuant to this Paragraph 3 shall be sold with full title guarantee free from all liens, charges and encumbrances and with all rights attached to them at the Call Completion Date. g. GG agrees that if at any time it does not comply with its obligation under this Paragraph 3 to transfer the Called Shares, the Class A Members Seller shall be entitled to appoint any of its directors (and GG shall be deemed hereby irrevocably to have waived all of (cappoint any such director as its attorney) Each Class A Member agrees that, with respect to a Drag Transaction execute and deliver on behalf of GG the necessary instruments of transfer and to do any other acts and/or execute any other deeds or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is documents on GG's behalf that are required to circumvent or frustrate the economic intent of this Agreement, including be done by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) GG in connection with the negotiation and consummation transfer of a Drag Transaction or the Call OptionCalled Shares.

Call Option. (a) Upon a Change If, at any time during the period beginning on the date that both (y) Buyer issues to the Seller the Earnout Class A Shares pursuant to Section 1.13(a) and (z) the enterprise value of Ameresco Control Buyer (with respect to Buyer’s equity, valuing such equity based on the Class A Members, the Class A Members shall promptly (and in any event, within [*****]) deliver written notice closing price of such equity on Nasdaq, or any other national securities exchange on which Buyer’s equity may then primarily be publicly traded) is equal to or greater than $5,000,000,000.00, and ending on the Class B Members. Within [*****] after any such Change 10 year anniversary of Ameresco Control the Closing Date (the “Call Option Exercise Period”), each Class A Member shall have the optionBuyer elects, in its sole and absolute discretion, to acquire purchase all of the outstanding equity interests (the “SMG Equity”) of SMG, in one transaction, whether by a purchase of equity or a merger or consolidation involving Buyer or one of its Subsidiaries, in either case on a cash-free, debt-free basis and for a purchase price equal to the trailing twelve-month GAAP revenue of SMG (measured as of the date of the Seller’s receipt of a Call Notice validly exercised and delivered by Buyer pursuant to this Section 6.06), then (i) the Seller Parties shall, or shall cause any of their applicable Affiliates to, sell all of the SMG Equity to Buyer and consent to such sale to Buyer, and (ii) Buyer shall, or shall cause any of its applicable Affiliates to, purchase all of the SMG Equity from the Class B MembersSeller Parties or their applicable Affiliates, allin each case subject to the terms of this Section 6.06. (b) If Buyer elects to exercise its option pursuant to Section 6.06(a), and not less than all, of the Units held by such Class B Members (such option, the “Call Option”) in exchange for, [*****]. The Call Option may be exercised by any Class A Member during the Call Option Exercise Period by providing then Buyer shall provide a written notice (the “Call Option Notice”) of such exercise to the Class B Members following receipt by the Class A Member’s Parent or its applicable Affiliate Seller. The Call Notice shall contain written notice of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such Call Option Notice must be delivered prior to expiration of the Call Option Exercise Period. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect to the exercise of the Call Option; provided, that any Call Option Notice delivered rights of Buyer pursuant to Section 6.06(a) and shall include a complete due diligence request list of all confirmatory diligence needed by a Class A Member shall be deemed Buyer to be effective with respect to each other Class A Member. (b) At consummate the closing purchase of the consummation SMG Equity. Buyer and the Seller shall, and shall cause any of their respective, applicable Affiliates to, use reasonable good faith efforts to (i) finalize such confirmatory diligence as promptly as practicable, but in any event within 90 days of the date of the Call OptionNotice and (ii) negotiate and sign a mutually-acceptable definitive purchase agreement with customary terms and conditions, including customary representations, warranties, covenants (restrictive and otherwise) and indemnities, for the acquiring Class A Members shall paySMG Equity and other definitive agreements reasonably necessary, which may include, but are limited to, clinical or cause to be paidadministrative services agreements with SHCS hospitals, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect within 180 days of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration date of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all ofNotice. (c) Each Class A Member agrees that, with respect to In the event that a Drag Transaction mutually-acceptable definitive purchase agreement is not signed by Buyer and the Seller (or their respective applicable Affiliates) within 120 days of the date of the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable Notice (as may be extended pursuant to the Company at a valuation or on terms more favorable than those made available hereof), Buyer shall have the right to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or issue one additional Call Notice during the Call OptionOption Period. Buyer’s rights and the Seller Parties’ obligations pursuant to this Section 6.06 shall terminate automatically if the transactions contemplated by a mutually-acceptable definitive purchase agreement are not consummated within 180 days of the date of the third Call Notice. (d) The Seller Parties have caused the members of SMG to enter into an equity transfer restriction agreement in the form attached hereto as Exhibit G (the “Equity Transfer Restriction Agreement”) restricting the members of SMG from transferring the SMG Equity during the Call Option Period, which Equity Transfer Restriction agreement shall be effective as of the Closing.

Call Option. (a) Upon a Change At any time after the third anniversary of Ameresco Control with respect to the Class A Members, Closing until and including the Class A Members shall promptly (and in any event, within [*****]) deliver written notice fifth anniversary of such to the Class B Members. Within [*****] after any such Change of Ameresco Control Closing (the “"Call Option Exercise Period”"), each Class A C&D shall have the right (but not the obligation) to purchase from the ▇▇▇▇▇ Member, and the ▇▇▇▇▇ Member shall have the optionobligation to sell to C&D, in its sole discretion, to acquire from the Class B Members, all, and all (but not less than all, ) of the Units held by such Class B Members ▇▇▇▇▇ Member's Interests in the Company (such optionright, the “"Call Option”") for an aggregate purchase price determined in exchange foraccordance with paragraph (c) of this section. If C&D determines to exercise its Call Option, [*****]. The Call Option may be exercised by any Class A Member during the Call Option Exercise Period by providing written notice (the “Call Option Notice”) it shall deliver to the Class B Members following receipt by ▇▇▇▇▇ Member a notice of such determination, which notice shall be binding and shall set forth the Class A Member’s Parent or its applicable Affiliate purchase price and other material terms of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such Call Option Notice must be delivered prior to expiration of the Call Option Exercise Period. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect to the exercise of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A Membersale as C&D may determine. (b) At the closing option of the consummation ▇▇▇▇▇ Member, the purchase of the ▇▇▇▇▇ Member's Interests pursuant to exercise of the Call Option shall be structured so that C&D purchases the stock owned by ▇▇▇▇▇ Blockers Holdings of the ▇▇▇▇▇ Blockers. (c) The purchase price for the ▇▇▇▇▇ Member's Interests (regardless of whether or not the structure described in paragraph (b) is utilized) in connection with the exercise of the Call Option (the "Call Exercise Price") shall be equal to fifty percent (50%) of the Fair Market Value of the Company at the time notice of exercise of the Call Option is delivered (the "Exercise Date"), as determined pursuant to the valuation procedure described in Section 10.5 hereof; provided, that the Call Exercise Price -------- payable by C&D shall be subject to the floors and caps set forth on Schedule IV attached hereto. (d) Following the exercise of the Call Option, the acquiring Class A Members shall paymeet, or cause exchange documents and do all things necessary to be paid, to each Class B Member conclude the Call Purchase Price, on a pro rata basis, in respect closing of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative sale of the Class B Members, transferring its Units ▇▇▇▇▇ Member's Interests to the acquiring Class A Members free and clear of all encumbrancesC&D as expeditiously as possible. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, closing with respect to such sale shall occur at the New York offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP at 10:00 a.m. on the thirtieth (30th) day (or if not a Drag Transaction Business Day, on the next Business Day) following the final determination of the valuation of the Company pursuant to Section 10.5, or the Call Option, it as soon thereafter as possible upon receipt or waiver of all appropriate consents and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable approvals with respect to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call Optiontransaction.

Call Option. (a) Upon At any time during the thirty (30) Business Day period following its receipt of a Change of Ameresco Control with respect Notice from a Member (the “Changed Member”) pursuant to Section 10.03, the Member receiving the Change of Control Notice (the “Non-Changed Member”) shall, so long as it is not a Defaulting Member, have the right, but not the obligation, to deliver to the Class A MembersChanged Member a written notice requesting a determination of Company FMV in accordance with Section 9.05 (a “Company FMV Determination Request”), in which case Company FMV shall be determined in accordance with Section 9.05. For a period of thirty (30) Business Days following such determination of Company FMV (as finally determined in accordance with Section 9.05), the Class A Members Non-Changed Member shall promptly have the right, but not the obligation, to deliver to the Changed Member a written, unconditional, and irrevocable notice (and in any event, within [*****]an “Exercise Notice”) deliver written notice stating its election to either: (i) purchase the Changed Member’s entire Membership Interest for a purchase price equal to 90% of the product of such to Company FMV multiplied by the Class B Members. Within [*****] after any such Change of Ameresco Control Changed Member’s Percentage Interest (the “Call Option Exercise PeriodPrice”), each Class A Member shall have the option, in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members (such option, the “Call Option”) in exchange for, [*****]. The Call Option may be exercised by any Class A Member during the Call Option Exercise Period by providing written notice (the “Call Option Notice”) to the Class B Members following receipt by the Class A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such Call Option Notice must be delivered prior to expiration of the Call Option Exercise Period. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect to the exercise of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A Member. (b) At The Member selling its Membership Interest pursuant to this Section 9.04 (the “Call Selling Member”) shall, at the closing of such sale (“Call Closing”), represent and warrant to the consummation purchasing Member (the “Call Purchasing Member”) that (i) the Call Selling Member has full right, title, and interest in and to such Membership Interest, (ii) the Call Selling Member has all necessary power and authority and has taken all necessary action to sell such Membership Interest as contemplated by this Section 9.04, and (iii) such Membership Interest is free and clear of any Encumbrance other than those arising as a result of or under the terms of this Agreement. (c) Subject to Section 9.04(d), the Call Closing shall take place no later than sixty (60) days following receipt by the Call Selling Member of the Exercise Notice on a date specified by the Call Purchasing Member (the “Call Closing Date”); provided that the Call Purchasing Member shall give the Call Selling Member at least ten (10) Business Days’ written notice of the Call OptionClosing Date. (d) The Call Purchasing Member shall pay the Put Exercise Price or the Call Exercise Price, as the acquiring Class A Members shall paycase may be, or cause to be paid, to each Class B Member for the Call Selling Member’s Membership Interest (the “Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member ”) by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the Call Selling Member; provided that (i) if the Call Selling Member is a Non-Contributing Member, the Call Purchase Price shall be decreased by the amount of any unpaid Additional Capital Contribution or Default Loan, including any accrued but unpaid interest thereon, owed by the Call Selling Member; and (ii) if the Call Selling Member has funded any Default Loan that remains outstanding, it shall be paid in full by the Call Purchasing Member, including any accrued but unpaid interest thereon, at (and as a condition to the closing of) the Call Closing. (e) At the Call Closing, the Call Selling Member shall deliver to the Call Purchasing Member (i) the resignation of each of the Managers the Call Selling Member designated to the Board; (ii) a certificate meeting the requirements of Treasury Regulation Section 1.1446(f)-2(b)(2) to the effect that the Call Selling Member is not a foreign person within the meaning of Code Section 1446(f); and (iii) any other Members. deliveries as may be reasonably requested by the Call Purchasing Member. (f) Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A each Member agrees that, to preserve the character of the Company and consummate the purchase of the Call Selling Member’s entire Membership Interest, the Call Purchasing Member may assign its purchase right or obligation under this Section 9.04 in whole or in part to any Affiliate who, upon the Call Closing, shall become a Member, and that such purchase right or obligation shall be assignable by the Call Purchasing Member without the consent of the Call Selling Member; provided that the Call Purchasing Member (i) delivers notice to the Call Selling Member of such assignment and of the identity of the assignee prior to the Call Closing and (ii) shall be responsible for any failure of such assignee to perform its obligations under this Section 9.04 with respect to a Drag Transaction such assigned purchase right or obligation. (g) Without limitation of the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent other provisions of this AgreementSection 9.04, including by enabling such Class A each Member or any of agrees to cooperate and take, and to cause its Affiliates to realize value attributable cooperate and take, all actions and execute all documents reasonably necessary or appropriate to reflect the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation purchase of a Drag Transaction or the Call OptionSelling Member’s Membership Interest by the Call Purchasing Member pursuant to this Section 9.04.

Call Option. (a) Upon a Change Each of Ameresco Control with respect the Granting Members hereby grants to PEI the Class A Members, the Class A Members shall promptly (and in any event, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control right (the “Call Option”) to acquire from such Granting Member (or from its Transferee(s), if any) such number of its Units as is set forth opposite such Granting Member’s name on Schedule A hereto (as to any Granting Member, its “Call Option Exercise PeriodUnits”) in exchange for payment of an amount equal to the (i) Call Option Price multiplied by (ii) the number of such Granting Member’s Call Option Units (as to each Member, such Member’s “Call Option Amount”), each Class A Member . (b) PEI shall have the optionright, in its sole discretion, to acquire from exercise the Class B Members, all, Call Option by giving written notice to each of the Granting Members (the “Exercise Notice”) not earlier than five (5) Business Days after the date hereof and not less later than all, of ninety (90) days after the Units held by such Class B Members (such option, the “Call Option”) in exchange for, [*****]date hereof. The Call Option may be exercised by any Class A Member during will expire at 5:00 p.m. (Pacific time) on September 28, 2010. (c) The Exercise Notice shall include the number of Call Option Exercise Period by providing written notice (the “Call Option Notice”) Units that PEI intends to the Class B Members following receipt by the Class A Member’s Parent or purchase in connection with its applicable Affiliate of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such Call Option Notice must be delivered prior to expiration exercise of the Call Option Exercise Period(such Call Option Units, the “Purchase Units”) and the Call Option Amount payable to each Granting Member. If, at If the expiration number of Purchase Units is less than all of the Call Option Exercise PeriodUnits, no Class A Member then the Purchase Units shall have delivered be allocated on a pro rata basis among the Granting Members based upon the proportion each Granting Member’s Call Option Units bear to the total number of all Call Option Units. The Company shall make such allocations and deliver notice thereof, and of each Granting Member’s Call Option Amount, to PEI and each Granting Member (the “Reallocation Notice”). (d) Upon (i) notice of exercise by PEI of the Call Option with respect to all of the Call Option Units or, if for less than all Call Option Units, upon the Company’s delivery of the Reallocation Notice and (ii) the subsequent tender of the Call Option Amount to each Granting Member, the Class A Granting Members shall be deemed automatically, and without the need for any certificates to be delivered to PEI, to have waived all of their rights under this 6.5 with respect sold and transferred to the exercise PEI its share of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A MemberPurchase Units. (b) At the closing of the consummation of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call Option.

Call Option. (a) Upon a Change of Ameresco Control with respect Beginning on the D▇▇▇ In-Service Date and from time to time prior to the Class A Members, fifth anniversary of the Class A Members shall promptly (and in any event, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control D▇▇▇ In-Service Date (the “Call Option Exercise PeriodDeadline”), each Class A Member EEP shall have the option, in its sole discretion, right to acquire from the Class B Members, allpurchase, and not less than all, of EECI shall have the Units held by such Class B Members obligation to sell (such option, the “Call Option”) in exchange for), [*****]. The Call Option may be exercised by any a portion of the Class A Member during Units held by EECI that represents, in the aggregate, up to twenty percent (20%) of the total outstanding Class A Units in accordance with this Section 4.5. In considering whether to exercise the Call Option, the Board of Directors of Enbridge Energy Management, L.L.C. (the “EEM Board”), in its capacity as delegate of EECI, the general partner of EEP, shall establish a committee of independent directors (an “Option Committee”) to make a recommendation to the EEM Board, on behalf of EEP, whether to exercise the Call Option Exercise Period and the portion of Class A Units held by providing EECI that EEP will purchase if the Call Option is exercised (not to exceed, in the aggregate, twenty percent (20%) of the total outstanding Class A Units). The EEM Board shall provide the Option Committee with all of the information that the Option Committee may reasonably request that is relevant to its determination. (b) If the EEM Board determines to exercise all or a portion of the Call Option following receipt of the Option Committee’s recommendation, EEP shall deliver to EECI, prior to the Call Option Deadline, written notice (the each, a “Call Option Notice”) to of such determination. Each Call Option Notice shall state (i) the Class B Members following receipt by portion of the Class A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty Units held by EECI proposed to be purchased (not to exceed, in the proposed Change aggregate, twenty percent (20%) of Ameresco Control that such counterparty desires the total outstanding Class A Units) (a “Call Option Interest”) and the corresponding amount of consideration to be exercisedpaid, calculated in accordance with Section 4.5(c), (ii) the proposed date of purchase and (iii) other proposed material terms and conditions of such purchase. Such Call Option Notice must be delivered prior to expiration Upon receipt of the Call Option Exercise Period. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a each Call Option Notice, the Class A Members shall be deemed EECI agrees to have waived promptly take all of their rights under this 6.5 necessary and desirable actions in connection with respect to the exercise of the Call Option; providedOption reasonably requested by EEP, that any Call Option Notice delivered by a Class A Member shall be deemed including the execution of such agreements and such instruments and other actions reasonably necessary to be effective with respect to each other Class A Member. (b) At consummate the closing of the consummation purchase and sale of the Call Option, Option Interest hereunder. Each date on which the acquiring Class A Members purchase and sale of a Call Option Interest is consummated is referred to as a “Call Option Closing Date.” Such agreements and instruments shall pay, or cause contain customary representations and warranties concerning (i) EECI’s valid title to be paid, to each Class B Member and ownership of the Call Purchase PriceOption Interest, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contraryliens, but without limiting other circumstances in which the Class A Members’ rights claims and encumbrances (excluding those arising under this 6.5 may terminateAgreement and applicable securities laws), if no Class A Member delivers a Call Option Notice prior (ii) EECI’s authority, power and right to enter into and consummate the expiration sale of the Call Option Exercise Period Interest, (iii) the absence of any violation, default or acceleration of any agreement to which EECI is subject or by which its Partnership Interests are bound as a result of the agreement to sell and the Class A Members fail to consummate sale of the Call Option Interest, and (iv) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by EECI in connection with the date that is sale of the earlier Call Option Interest. EECI shall execute and deliver such instruments and documents and take such actions, including obtaining all applicable approvals and consents and making all applicable notifications and filings, as EEP may reasonably request, but neither the failure of EECI to execute or deliver any such documentation nor the failure of EECI to comply with all required actions shall affect the validity of a purchase and sale pursuant to this Section 4.5. (c) The purchase price per Class A Unit to be paid by EEP to EECI for the purchase of a Call Option Interest shall be equal to the Net Book Value of the Call Option Interest being acquired adjusted for capitalized interest incurred prior to the Call Option Closing Date with respect to Capital Contributions made in respect of such Call Option Interest. For purposes of this Section 4.5, “Net Book Value” means the sum of (i) [*****] following the date on which equity value of the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or Company’s investment in M▇▇▇▇ and (ii) [*****] following the last day amount of cash held by the Company, in each case as reflected on the books and records of the Company and attributable to the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call OptionInterest being acquired.

Call Option. (a) Upon a Change of Ameresco Control with respect At any time, and from time to time, on or after December 15, 2027, but prior to December 15, 2032, NEP Member shall have the right, but not the obligation, to acquire, subject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class A MembersB Units at a purchase price that results in an Internal Rate of Return per Class B Unit purchased pursuant to this Section 7.02, measured from the Class A Members shall promptly (and in any event, within [*****]) deliver written notice applicable Acquisition Date of such Class B Unit to the Class B Members. Within [*****] after any such Change Call Option Closing Date, of Ameresco Control six and nine hundred thirty-one thousandths percent (6.931%) (the “Call Option Exercise PeriodPurchase Price”), each Class A Member shall have upon the option, terms and conditions set forth in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members this Section 7.02 (such option, the “Call Option”) ). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a Subsidiary thereof; provided, however, that, in exchange forthe event of any such assignment, [*****]. The Call Option may be exercised by NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any Class A Member during exercise of the Call Option Exercise Period by providing Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase Price per Class B Unit, and (iv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), subject to the other requirements of this Section 7.02, and the respective proportions thereof to be paid to the Class B Members following receipt by the Class A Member’s Parent (or its applicable Affiliate their nominee(s)); provided, however, that NEP Member may issue a maximum of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such one (1) Call Option Notice must in any calendar quarter. The Call Option Notice shall be delivered prior to expiration the Class B Members at least five (5) calendar days, but not more than ten (10) Business Days, in advance of the Call Option Exercise PeriodClosing Date. IfDelivery of the initial Call Option Notice may be made prior to the first date on which NEP Member is permitted to exercise the Call Option in accordance with the preceding sentence (but for the avoidance of doubt, at no Call Option Closing shall occur prior to December 15, 2027). If the expiration consideration to be used to pay the Call Option Purchase Price, as set forth in the Call Option Notice, includes Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), then the applicable Call Option Notice may not be delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on which NEP publicly announces its earnings for any Quarter or Fiscal Year. (c) The following restrictions shall apply to each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued other than for a number of Class B Units that is five percent (5%) (or any integral multiple of five percent (5%)) of the total number of Class B Units (excluding outstanding Supplemental Class B Units) outstanding on the date of the applicable Call 92 Option Notice, unless such exercise of the Call Option Exercise Period, no is for the purchase of all remaining Class A Member shall have delivered a Call Option Notice, B Units not held by NEP Class B Parties; (ii) the number of Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect B Units purchased pursuant to the exercise of the Call OptionOption during any calendar quarter shall not exceed twenty-five percent (25%) of the total number of Class B Units (excluding outstanding Supplemental Class B Units) outstanding on the date of the applicable Call Option Notice; provided, however, that the restriction set forth in this clause (ii) shall terminate on December 15, 2031; (iii) the Class B Units purchased directly from each Class B Member or indirectly through a Blocker Merger pursuant to any exercise of the Call Option shall consist of a Proportionate Class B Allocation of such Class B Member’s or Blocker’s Class B Units; (iv) if Investor delivers notice to NEP Member of Investor’s intent for NEP Member (or its nominee) to purchase Blocker Interests in connection with such Call Option pursuant to a Blocker Merger in accordance with Section 7.02(n), then Investor shall take such actions as are necessary to ensure that the number of Class B Units to be purchased indirectly through a Blocker Merger pursuant to such Call Option shall equal the exact number of Class B Units directly or indirectly owned by any one Blocker or the exact number of Class B Units directly or indirectly owned, in the aggregate, by any two or more Blockers (such that the acquisition of Blocker Interests through such Blocker Merger pursuant to such Call Option provides NEP Member (or its nominee) the indirect ownership, through the surviving Blocker of such Blocker Merger, of the number of Class B Units set forth in such Call Option Notice, less the number of Class B Units that Investor has elected for the NEP Member (or its nominee) to purchase directly in connection with such Call Option); and (v) the aggregate number of Class B Units acquired in any Call Option Notice delivered by a shall, cumulatively when taken together with all Class A Member shall be deemed to be effective with respect to each other Class A Member. (b) At the closing of the consummation B Units purchased in all prior exercises of the Call Option, be no more than: (A) from December 15, 2027, but prior to December 15, 2028, twenty percent (20%) of the acquiring total number of outstanding Class A Members shall payB Units (excluding outstanding Supplemental Class B Units); (B) from December 15, 2028, but prior to December 15, 2029, forty percent (40%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (C) from December 15, 2029, but prior to December 15, 2030, sixty percent (60%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (D) from December 15, 2030, but prior to December 15, 2031, eighty percent (80%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); and (E) from December 15, 2031, but prior to December 15, 2032, one hundred percent (100%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units). (d) Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units) may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the NEP Common Units are listed or cause admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange; (ii) (A) the Registration Rights Agreement is in effect with respect to the NEP Common Units to be paid, to each Class B Member issued as part of the Call Option Purchase Price (or into which the Non-Voting NEP Common Units are convertible), subject to and in accordance with the terms of the NEP Limited Partnership Agreement, and (B) NEP shall use commercially reasonable efforts to file, as promptly as practicable following the delivery of the applicable Call Option Notice, a registration statement with the Commission registering the resale of the NEP Common Units to be issued at the Call Option Closing as part of the Call Option Purchase Price (or into which the Non-Voting NEP Common Units issued at such Call Option Closing are convertible); and (iii) on such Call Option Closing Date, there shall be no Call Option Cash Shortfall. (e) NEP Member may pay any Call Option Purchase Price, on a pro rata basisat its option (subject to Section 7.02(d) above), in respect either cash, Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units). (f) Any NEP Common Units or Non-Voting NEP Common Units to be issued as payment of (or partial payment of) any Call Option Purchase Price will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be the lesser of (i) the 10-day VWAP on the Trading Day immediately preceding the date of the aggregate amount Call Option Notice and (ii) the listed price of Capital Contributions made by a NEP Common Unit as of the end of trading on the Trading Day immediately preceding the date of the Call Option Notice. (g) On each Call Option Closing Date, (i) the Class B Members will convey all right, title, and interest in and to the applicable Class B Units, free of all Encumbrances (other than restrictions on transfer arising under this Agreement and under applicable securities Laws), to NEP Member or its nominee; (ii) NEP Member or its nominee will pay the cash portion of the Call Option Purchase Price to the Class B Members (or their nominee(s)) by wire transfer of immediately available funds funds; and (iii) NEP shall satisfy the remaining portion of the Call Option Purchase Price by issuing Non-Voting NEP Common Units (or, if requested pursuant to an account designated by each Class B Member and each Class B Member shall deliver a signature page Section 7.02(b), NEP Common Units) to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring and, in connection therewith, NEP shall instruct, and shall use its commercially reasonable efforts to cause, its Transfer Agent to record the issuance of such NEP Common Units or Non-Voting NEP Common Units, as the case may be, to such Class B Members (or their nominee(s)). No fractional NEP Common Units 94 or Non-Voting NEP Common Units, as the case may be, will be issued. The Members agree that each Call Option Closing shall be subject to the acquiring Class A Members free and clear receipt of all encumbrancesapplicable Required Governmental Authorizations. The Call Purchase Price proceeds will be paid by In the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option event any such Required Governmental Authorizations shall not have been obtained by the date that is otherwise scheduled to be the earlier Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of doubt, the Call Option Purchase Price set forth in the Call Option Notice shall be calculated from the applicable Acquisition Date of the Class B Units to be purchased until the date of the actual Call Option Closing. (h) Each Class B Member hereby agrees that, in connection with each Call Option Closing, such Class B Member (or its Affiliates) shall use reasonable best efforts to obtain Qualifying Financing and shall borrow an amount thereunder that, together with the aggregate amount of any Call Option Cash Consideration, if any, to be paid to such Class B Member and all other cash on hand and all Cash Equivalents of such Class B Member, provides such Class B Member sufficient cash to repay the portion of such Class B Member’s then outstanding Indebtedness under any Class B Permitted Loan Financing required to be repaid as a result of such exercise of the Call Option (including the net amount of any termination payments and unpaid amounts under any Permitted Hedging Transactions and any other breakage costs, termination fees, and other payments due and payable under such Class B Permitted Loan Financing in connection with such repayment), and to cause the release of all Encumbrances (other than restrictions on transfer arising under this Agreement and under applicable securities Laws) on the Class B Units being acquired pursuant to the exercise of such Call Option. To the extent that the net proceeds from the Qualifying Financing, together with the aggregate Call Option Cash Consideration to be paid to such Class B Member (net of any deductions or withholdings therefrom pursuant to Section 7.02(m)) and all other cash on hand and Cash Equivalents of the applicable Class B Member, are insufficient to repay in full the portion of Indebtedness under such Class B Permitted Loan Financing that is required to be repaid (including the net amount of any termination payments and unpaid amounts under any Permitted Hedging Transactions and any other breakage costs, termination fees and other payments due and payable under such Class B Permitted Loan Financing in connection with such repayment) as a result of the exercise of such Call Option (such deficiency, a “Call Option Cash Shortfall”), then such Class B Member shall use reasonable best efforts to remedy such Call Option Cash Shortfall as promptly as practicable by obtaining Qualifying Financing (or additional Qualifying Financing) in an amount required to remedy the Call Option Cash Shortfall. The Members agree that, if any Class B Permitted Loan Financing is outstanding at such time, each Call Option Closing shall be subject to there being no Call Option Cash Shortfall. If there is a Call Option Cash Shortfall and the applicable Class B Members are unable, using their respective reasonable best efforts to, secure Qualifying Financing or to refinance the existing Qualifying Financing with another Qualifying Financing, in an amount sufficient to remedy the Call Option Cash Shortfall by the Call Option Closing Date set forth in the applicable Call Option Notice (the “Scheduled Call Option Buyout Date”), then the applicable Call Option Closing shall automatically be delayed for a period (a “Call Option Delay Period”) commencing on the Scheduled Call Option Buyout Date and ending upon the earliest to occur of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or Option Closing, (ii) [*****] NEP Member’s delivery of written revocation of the applicable Call Option Notice to the Class B Member Representative at any time after the Scheduled Call Option Buyout Date, and (iii) the date that is twenty (20) Business Days after the Scheduled Call Option Buyout Date. During any such Call Option Delay Period, the Class B Members shall use their respective 95 reasonable best efforts to secure Qualifying Financing, or to refinance the existing Qualifying Financing with another Qualifying Financing, in an amount that is sufficient to remedy the Call Option Cash Shortfall; provided, however, that, at any time and from time to time during such Call Option Delay Period, NEP Member shall be entitled to modify the proportions of cash and Non-Voting NEP Common Units (or NEP Common Units, if requested pursuant to Section 7.02(b)) to be used to pay the Call Option Purchase Price at the applicable Call Option Closing, upon notice thereof delivered to the Class B Member Representative on or after the Scheduled Call Option Buyout Date. If, following the last day Scheduled Call Option Buyout Date, the Class B Members are able, using their respective reasonable best efforts, to remedy the Call Option Cash Shortfall, then (A) the Class B Member Representative shall promptly deliver written notice thereof to NEP Member, (B) the applicable Call Option Closing shall occur as promptly thereafter as practicable, and (C) at the applicable Call Option Closing, the amount of the Call Option Exercise Purchase Price and the Issuance Price for Non-Voting NEP Common Units (or NEP Common Units, if requested pursuant to Section 7.02(b)) to be issued as payment (or partial payment) of the applicable Call Option Purchase Price shall be the same as is set forth in the original Call Option Notice; provided that, if the Class B Members are unable to remedy the applicable Call Option Cash Shortfall by the expiration of the applicable Call Option Delay Period, then the obligation of the Class A B Members to use their respective reasonable best efforts to secure Qualifying Financing, or to refinance the existing Qualifying Financing, in an amount sufficient to remedy the Call Option Cash Shortfall shall be deemed to have waived all ofcease concurrently with such expiration of the applicable Call Option Delay Period. (ci) Each Class A Member agrees that, with respect to a Drag Transaction or Following consummation of the Call OptionOption Closing pursuant to which all of a Class B Member’s Class B Units are acquired by NEP Member (or its nominee), it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series the Managing Member will amend this Agreement to reflect the withdrawal of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A B Member or any and the transfer of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to Class B Units effective as of the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call Option.

Call Option. (a) Upon a Change of Ameresco Control with respect In the event that the Investor Member does not deliver the Election Notice to the Class A MembersPurchaser during the Put Option Period, the Class A Members shall promptly (and in any event, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”), each Class A Member Purchaser shall have the option, in its sole discretion, to acquire from the Class B Members, all, right and not less than all, of the Units held by such Class B Members option (such option, the “Call Option”) in exchange for, [*****]. The Call at any time following the end of the Put Option may be exercised by any Class A Member during the Call Option Exercise Period by providing written notice (the “Call Option NoticePeriod”) to purchase the Class B Members following receipt by Investor Member Membership Interest for an amount (the Class A Member’s Parent or its applicable Affiliate “Call Price”) equal to the fair market value of a bona fide request from the counterparty in Investor Member Membership Interest (the proposed Change of Ameresco Control that such counterparty desires “Investor Member Membership Interest FMV”), plus the amounts due and owing, if any, under the Indemnification Agreement (QALICB). (b) If, at any time during the Call Option Period, the Purchaser elects to be exercisedpurchase the Investor Member Membership Interest pursuant to the provisions of this Section 3, it shall give the Investor Member notice of such election (the “Call Notice”). Such The Call Option Notice must be delivered prior to expiration shall contain the Purchaser’s preliminary determination of the Call Option Exercise Period. IfPrice. (c) The Investor Member may, at the expiration within five (5) business days of receipt of the Call Option Exercise PeriodNotice, no Class A send written notice to the Purchaser objecting to the Purchaser’s preliminary determination of the Call Price (the “Objection Notice”). If the Purchaser does not receive from the Investor Member the Objection Notice within such time period, the amount set forth in the Call Notice shall be the Call Price. If the Investor Member timely objects to the amount set forth in the Call Notice for the Call Price, and if such disagreement is not otherwise resolved by agreement between the parties, then the Call Price shall be determined as follows: The Investor Member Membership Interest FMV shall be determined by an independent appraiser, selected as follows: As soon as practicable and in any event within ten (10) days following the delivery by the Purchaser of the Call Notice to the Investor Member, the Purchaser shall submit to the Investor Member a list of at least three (3) appraisers. Each appraiser so specified must have at least ten (10) years experience in valuing commercial properties and in valuing interests in limited liability company interests. The Investor Member shall have delivered a ten (10) days after receiving such list to specify by written notice to the Purchaser the appraiser from such list which it selects as the appraiser hereunder. If the Investor Member does not so select an appraiser from such list within such period of time, then the Purchaser may select an appraiser from such list as the appraiser hereunder. The appraiser shall be instructed to determine the fair market value of the Investor Member Membership Interest as of the date of the Call Option Notice. The appraiser shall take into account all facts and circumstances concerning the Investor Member Membership Interest as it shall determine relevant in making its determination, including in any event any legal provisions affecting the Investor member Membership Interest and the assets of the Fund, including those set forth in the Fund Agreement, the Class A Members NDC CDE Agreement, the Amended and Restated Operating Agreement of BR CDE of even date herewith (the “BR CDE Agreement”), and the Amended and Restated Operating Agreement of NCCLF CDE of even date herewith (the “NCCLF CDE Agreement”). The appraiser shall be deemed instructed to deliver written notice of his/her determination to the Purchaser and the Investor Member within twenty (20) days of his/her engagement, and the appraiser’s determination shall be final, binding, and conclusive on the parties as the Call Price hereunder. (d) Within thirty (30) calendar days following the determination of the Call Price pursuant to Section 3(c) above, the Purchaser shall pay to the Investor Member the Call Price. Upon payment of the Call Price, title to the Investor Member Membership Interest shall vest in the Purchaser, and the Investor Member shall no longer have waived all a Membership Interest in the Fund. (e) Each of their rights under this 6.5 with respect the parties shall bear its own closing costs attributable to the exercise of the Call Option; provided, except that the parties shall jointly bear the cost of any Call Option Notice delivered by a Class A Member shall be deemed appraiser selected pursuant to be effective with respect to each other Class A Memberthis Section 3. (b) At the closing of the consummation of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call Option.

Call Option. (ai) Upon a Change Except as set forth in SECTION 4.6(e)(ii), the Partnership shall have the right, but not the obligation (the "Call Option"), to redeem, at the Partnership's election, the Class A Common Units held by the Original Class A Limited Partners, in whole or in part, for cash in an amount equal to the Put Right Price for each Class A Common Unit to be redeemed. If fewer than all the outstanding Class A Common Units are to be redeemed, the redemption shall be pro rata among all holders of Ameresco Control with respect Class A Common Units then subject to redemption. The Call Option is exercisable only by delivery of written notice of redemption (the "Call Option Notice") to the Original Class A Limited Partners holding Class A Common Units subject to redemption, which notice shall state: (A) the redemption date, (B) the Put Right Price and (C) the aggregate number of Class A Common Units to be redeemed, and if fewer than all of the outstanding Class A Common Units are to be redeemed, the number of Class A Common Units held by such holder to be redeemed, which number shall equal such holder's pro rata share (based on the percentage of the total number of outstanding Class A Common Units held by such holder) of the aggregate number of Class A Common Units to be redeemed. The closing of the purchase and sale of the Class A Common Units subject to the Call Option shall take place at the offices of counsel to the Partnership or such other place as the General Partner shall determine and shall occur on the date that is not later than one hundred (100) days following the date the Call Option Notice is delivered to the Class A MembersCommon Unit holders holding units subject to redemption unless the Original Class A Limited Partners shall have agreed upon a different date in writing. At such closing, (a) the Original Class A Limited Partners shall deliver to the Partnership reasonable and customary instruments of transfer sufficient to transfer to the Partnership the Class A Common Units subject to Call Option, free and clear of any Liens, (b) the Partnership shall deliver to the holders of Class A Comon Units subject to the redemption the Put Right Price in immediately available funds in U.S. dollars, (c) each of the Class A Common Unit holders and the Partnership shall (and shall cause their respective Affiliates to) take such other actions as shall be reasonably requested by the other to consummate the purchase and sale of the Class A Common Units as contemplated by this SECTION 4.6(e)(i), and (d) the Class A Common Unit holders shall discharge of record all Liens, if any, affecting the Class A Common Units other than Liens permitted hereby (and, if the Class A Common Unit holders fail to do so, the Partnership may use any portion of the Put Right Price to pay and discharge any such Liens and any related expenses and may adjourn the closing for such reasonable period not to exceed 30 days as may be necessary for such purpose). (ii) Notwithstanding SECTION 4.6(e)(i) or any other provision of this Agreement, the Class A Members shall promptly (and in any event, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”), each Class A Member shall have the option, in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Common Units held by such Original Class B Members A Limited Partners shall not be redeemable by the Partnership prior to the Call Date. (such option, iii) On and after the “Call Option”) in exchange for, [*****]. The Call Option may be exercised by redemption date of any Class A Member during the Call Option Exercise Period by providing written notice (the “Call Option Notice”) Common Unit subject to the Class B Members following receipt by the Class A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such Call Option Notice must be delivered prior to expiration of the Call Option Exercise Period. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect to the exercise of the Call Option; provided, that any Call Option Notice delivered by a (A) distributions shall cease to be paid on such Class A Member Common Units, (B) such units shall no longer be deemed to be effective with respect to each other Class A Member. outstanding and (bC) At the closing all rights of the consummation holders thereof as holders of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates Common Units shall cease (except the right to realize value attributable to receive the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call OptionPut Right Price).

Call Option. (a) Upon a Change of Ameresco Control with respect At any time, and from time to time, on or after [•], 2022,8 but prior to [•], 2026,9 NEP Member shall have the right, but not the obligation, to acquire, subject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class A MembersB Units at a purchase price that results in an Internal Rate of Return per Class B Unit purchased pursuant to this Section 7.02, measured from the Class A Members shall promptly (and in any event, within [*****]) deliver written notice of such Effective Date to the Class B Members. Within [*****] after any such Change of Ameresco Control Call Option Closing Date (the “Call Option Exercise PeriodPurchase Price”), each Class A Member shall have upon the option, terms and conditions set forth in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members this Section 7.02 (such option, the “Call Option”), of (i) in exchange foreight and thirty-two hundredths of a percent (8.32%) on each Class B Unit acquired upon the exercise of such Call Option, [*****]. The for any Call Option Closing Date that occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%) on each Class B Unit acquired upon the exercise of such Call Option, for any Call Option Closing Date that occurs on or after the Flip Date (provided, however, that the Internal Rate of Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to the applicable Call Option Closing Date, and, with respect to the period from the Effective Date to the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)). NEP Member may be exercised by not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Class A Person other than NEP or a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member during and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option Exercise Period by providing Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) to following the Class B Members following receipt by end of trading on a Trading Day containing (i) the Class A Member’s Parent or its applicable Affiliate of a bona fide request from date (the counterparty in the proposed Change of Ameresco Control that such counterparty desires “Call Option Closing Date”) on which the Call Option is to be exercised. Such consummated (the “Call Option Notice must Closing”), (ii) the number of Class B Units to be delivered prior to expiration of purchased, (iii) the Call Option Exercise Period. IfPurchase Price per Class B Unit, at and (iv) the expiration form of consideration to be used to pay the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect to the exercise of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A Member. (b) At the closing of the consummation of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative either cash, Non-Voting NEP Common Units (or NEP Common Units if the holder of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(spurchased requests in writing, not less than three (3) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice Business Days prior to the expiration of the applicable Call Option Exercise Period Closing Date, the issuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class A Members fail B Units to consummate the Call Option by be _________________________ 8 NTD - To be the date that is forty-two (42) months after the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call OptionEffective Date.

Call Option. (a) Upon For the period from the Initial Closing Date until the date (the "Notice Deadline") which is the earlier of 394 days thereafter or the date that AIG Global Investment Group, Inc. ("AIGGIG") has transferred its direct or indirect ownership of any Membership Interests to AIG Highstar Capital, L.P., any fund controlled by AIG Highstar ▇▇ ▇▇, L.P., or the successor fund to AIG Highstar Capital, L.P. whose general partner has the same managing director as the general partner of AIG Highstar Capital, L.P., if AIGGIG or any of its Affiliates desires to transfer, sell, assign, pledge, encumber, or otherwise directly dispose of all or any portion of its Membership Interest other than a Change Preferred Interest (an "Eligible Assignment") to any Person (other than an Affiliate of Ameresco Control with respect Highstar), Section 11.2 shall not be applicable and such Eligible Assignment shall be governed by this Section 11.3. In the event that AIGGIG or any of its Affiliates desires to effect an Eligible Assignment, AIGGIG or its applicable Affiliates (the "Assigning AIGGIG Member") shall first provide to DLJMB a written notice (the "Option Notice") on or prior to the Class A MembersNotice Deadline that describes the Membership Interest the Assigning AIGGIG Member proposes to Assign. For a period of sixty (60) days after delivery of the Option Notice (such period hereinafter referred to as the "First Option Period"), DLJMB or its designee or designees shall have the Class A Members shall promptly exclusive right and option (and in any eventthe "First Option Right"), within [*****]) deliver by giving written notice of the exercise of such right and option to the Class B Members. Within [*****] after any such Change Assigning AIGGIG Member, all other Members (who are not Affiliates of Ameresco Control (the “Call Option Exercise Period”Assigning AIGGIG Member), each Class A Member shall have and the option, in its sole discretionCompany, to acquire from the Class B Members, purchase all, and but not less than all, of the Units held by such Class B Members (such option, the “Call Option”) in exchange for, [*****]. The Call Option may be exercised by any Class A Member during the Call Option Exercise Period by providing written notice (the “Call Option Notice”) to the Class B Members following receipt by the Class A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty Membership Interest described in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such Call Option Notice must be delivered prior to expiration of the Call Option Exercise Period. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, upon the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect to same terms and conditions set forth in the exercise of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A Memberfor the price determined as set forth in Part I of Schedule 11.3 hereto. (b) At If DLJMB is unwilling to purchase the closing entire offered Membership Interest, the Assigning AIGGIG Member may treat the entire Membership Interest that is the subject of the consummation Option Notice as not subscribed, in which case such Membership Interest may be Assigned as set forth below. If, prior to the expiration of the Call Optionapplicable Option Period, the acquiring Class A Members shall pay, or cause DLJMB has not provided written notice of its election to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect purchase all of the aggregate amount of Capital Contributions made by each Class B Membership Interest described in the Option Notice, then the Assigning AIGGIG Member by wire transfer of immediately available funds may, subject to an account designated by each Class B Member Sections 11.1(b) and each Class B Member shall deliver a signature page to a transfer document11.1(c), which shall be executed by an authorized representative at any time during the applicable Call Option Sale Period, Assign all, but not less than all, of the Class B Members, transferring its Units Membership Interest described in the Option Notice to any Person for a price and upon terms and conditions as the acquiring Class A Members free and clear Assigning AIGGIG Member may determine. If the Assigning AIGGIG Member fails to consummate the sale of all encumbrances. The Call Purchase Price proceeds will be paid by of the Class A Members to Membership Interest described in the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the First Call Option Exercise Sale Period, then for a period of sixty (60) days after expiration of the First Call Option Sale Period (such period hereinafter referred to as the "Second Option Period"), DLJMB or its designee or designees shall have the exclusive right and option (the "Second Option Right"), by giving written notice of the exercise of such right and option to the Assigning AIGGIG Member, all other Members (who are not Affiliates of the Assigning AIGGIG Member), and the Class A Members fail Company, to purchase all, but not less than all, of the Membership Interest described in the Option Notice, upon the same terms and conditions set forth in the Option Notice other than the price which shall be the Second Option Right Purchase Price. If the Assigning AIGGIG Member fails to consummate the sale of all of the Membership Interest described in the Option Notice prior to the expiration of the Second Call Option Sale Period, then for a period of sixty (60) days after expiration of the Second Call Option Sale Period (such period hereinafter referred to as the "Third Option Period"), DLJMB or its designee or designees shall have the exclusive right and option (the "Third Option Right"), by giving written notice of the exercise of such right and option to the Assigning AIGGIG Member, all other Members (who are not Affiliates of the Assigning AIGGIG Member), and the Company, to purchase all, but not less than all, of the Membership Interest described in the Option Notice, upon the same terms and conditions set forth in the Option Notice other than the price which shall be the Third Option Right Purchase Price. If the Assigning AIGGIG Member fails to consummate the sale of all of the Membership Interest described in the Option Notice prior to the expiration of the Third Call Option Sale Period, then Section 11.2 shall become effective and no sale or other transfer of such Membership Interest may be made thereafter by the date Assigning AIGGIG Member without complying with Section 11.2. Notwithstanding the foregoing provisions of this Section 11.3, AIGGIG or its Affiliates may pledge or grant a security interest in all or a portion of its Membership Interest to a third party non-Affiliate in connection with a bona fide financing (or to a third party non-Affiliate in connection with one or more bona fide refinancings thereof); provided, however, that any subsequent Transfer of a Membership Interest so pledged or in which a security interest is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject so granted, whether pursuant to extension for receipt of required regulatory approvals) a foreclosure or (ii) [*****] following the last day of the Call otherwise, shall constitute an Assignment and give rise to an Option Exercise Period, the Class A Members shall be deemed to have waived all ofRight. (c) Each Class A Member agrees thatIf, prior to the end of the applicable Option Period, DLJMB has provided notice of its election to acquire the entire Membership Interest that is the subject of the Option Notice, then DLJMB shall be obligated to acquire such Membership Interest on the terms described in Section 11.3(a) with respect to a Drag Transaction the First Option Right or on the terms described in Section 11.3(b) with respect to the Second Option Right or the Call Option, it Third Option Right. The closing of the purchase and its Affiliates sale of such Membership Interest pursuant to this Section 11.3 shall not, directly or indirectly, structure, effect or permit any transaction or series be held at the principal office of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at 10:00 a.m., local time, on or before the later to occur of sixty (60) days after the expiration of the applicable Option Period, or, if all requisite governmental and regulatory approvals have not been obtained by such date, the Regulatory Approval Date, or at such other time and place as the parties to the transaction may agree. At such closing, the Assigning AIGGIG Member shall deliver, one or more assignment agreements transferring such Membership Interest to DLJMB or its designee(s), as applicable, in a valuation form reasonably satisfactory to DLJMB, and accompanied by all requisite transfer taxes, if any, and such Membership Interest shall be free and clear of any liens, claims or on encumbrances (other than restrictions imposed by this LLC Agreement and pursuant to applicable federal, state and foreign securities laws) and the Assigning AIGGIG Member shall so represent and warrant, and further represent and warrant that it is the record and beneficial owner of such Membership Interest. DLJMB or its designee(s), as applicable, shall deliver at such closing (1) by certified or official bank check or by wire transfer of immediately available funds, payment in full for such Membership Interest, (2) the Backup Letter of Credit provided by Highstar, or the original Backup Guarantees together with a written statement from the Issuer acknowledging that the Backup Guarantees have been terminated, as applicable. If DLJMB or its designee(s), as applicable, defaults in its obligation to make payment of its purchase price, fails to return the original Backup Guarantees with the required Issuer acknowledgment or otherwise fails to perform its agreement to acquire the Membership Interest that is the subject of the Option Notice, then the Assigning AIGGIG Member may, in its sole discretion, complete the sale of such Membership Interest to any Person for a price and upon terms more favorable than those made available and conditions as the Assigning AIGGIG Member may determine. (d) In the event AIGGIG or its Affiliates is subject to Regulatory Restrictions at the time an Assigning AIGGIG Member provides an Option Notice, such Member shall be permitted to assign its rights and remedies under Section 11.3(a)-(c) to any other Person in order to comply with such Regulatory Restrictions; provided, however, that the exercise of such rights by the assignee will not cause an Adverse QF Event or an Adverse PUHCA Event for the Company or any Member. (e) Notwithstanding Sections 11.3(a)-(c) (but subject to Sections 11.1(b) and 11.1(c)), at any time AIGGIG or its Affiliates may Assign all or any portion of its Membership Interest to an Affiliate of such Member without complying with Sections 11.3(a)-(c); provided, however, that any such Assignment to an Affiliate does not result in an Adverse PUHCA Event or an Adverse QF Event. Notice of any Assignment permitted under this Section 11.3(e) shall be given by the Assigning AIGGIG Member effecting the Assignment to each other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call OptionMember at least five Business Days prior to such Assignment.

Call Option. (a) Upon Each Management Party agrees for himself or herself and all other Individual Related Parties who acquire Shares or Options from such Management Party that the Company and the Green Parties will have a Change of Ameresco Control with respect to the Class A Members, the Class A Members shall promptly call right (and in any event, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”), each Class A Member shall have the option, in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members (such option, the “Call Option”) solely for cash consideration, on his or her Shares, including, but not limited to any Shares acquired by such Management Party and Individual Related Party upon the exercise of Options after the termination of such Management Party’s employment (the “Callable Shares”). Except in exchange for, [*****]. The Call Option may be exercised by any Class A Member during the event that a Management Party is terminated for Cause (in which event the Call Option Exercise Period will not expire as to any Shares), such Call Option will, as to each Management Party and his or her Individual Related Parties (i) expire upon the first anniversary of the date hereof as to 20% of the Shares owned by providing such Management Party on the date hereof and with respect to any Options held by such Management Party as of the date hereof, as to 20% of the Shares subject to such Options (and as to any Shares or Options acquired thereafter, the periods identified in this Section 2.8 shall be applied from the date of such acquisition), and (ii) expire as to an additional 20% of such Shares and with respect to any Options, as to an additional 20% of the Shares subject to such Options, on each subsequent anniversary through the fifth anniversary of the date hereof (or in the case of a later acquisition, thereof). Upon the termination of a Management Party’s employment with the Company or any subsidiary of the Company for any reason including, without limitation, the voluntary termination or resignation, dismissal, involuntary termination, death, retirement or Permanent Disability of such Management Party (or, with respect to Shares acquired upon the exercise of Options following such termination of such Management Party’s employment, upon the exercise by a Management Party or Individual Related Party of such Options following such termination) (each, a “Call Event”), the Green Parties may exercise the Call Option by written notice (the a “Call Option Notice”) delivered to the Class B Members following Management Party and any applicable Individual Related Parties (with a copy to the Company) within ninety (90) days after the receipt by the Class Chosen Buyer (defined for this purpose the same as in Section 2.7.1(b)) of notice of such Call Event (the “Exercise Date”). With respect to Options exercised after termination of employment, such 90-day period shall commence on the date of such exercise. To the extent a Management Party (and or his or her Individual Related Parties) holds Shares that were purchased or acquired in a proportionate “strip” of securities comprising Common Stock, Series A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires Preferred Stock and Series B Preferred Stock, the Call Option Right will be exercised with respect to be exercisedeach class comprising such “strip” in a proportionate manner as to such Shares. Such Call Option Notice must be delivered prior to expiration Upon the giving of the Call Option Exercise Period. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall Green Parties will be deemed obligated to have waived purchase and the Management Party will be obligated to sell all or any lesser portion indicated in the Call Option Notice of their rights under this 6.5 with respect to the exercise Callable Shares owned at the time of the Call OptionEvent by the Seller for consideration calculated as set forth below: (i) in the case of termination of employment of such Management Party for Cause, the consideration will be the lesser of the Cost of such Shares to such Management Party and Fair Market Value on the Exercise Date; providedand (ii) in the case of any other termination of such Management Party (including dismissal, that any Call Option Notice delivered by a Class A Member shall death, Retirement or Permanent Disability) or in the case of voluntary termination of employment of such Management Party, the consideration will be deemed to be effective with respect to each other Class A MemberFair Market Value of the relevant Shares on the Exercise Date. (b) At To the closing extent the Green Parties do not collectively elect to purchase all Callable Shares pursuant to the Call Option Notice, the Company shall be entitled to elect to purchase any or all Callable Shares not so subject to the Call Option Notice, exercisable by delivery of a written notice (the consummation “Second Call Notice”) to the Management Party (who shall provide a copy to each Individual Related Party then holding Callable Shares) within thirty (30) days after delivery of the Call OptionOption Notice. The Company shall be entitled to elect to purchase up to all of the remaining Callable Shares. Delivery of the Call Option Notice or a Second Call Notice, as the acquiring Class A Members shall paycase may be, constitutes an irrevocable election to purchase and, upon giving such notice the Chosen Buyers will be obligated to purchase and the Management Party and such Individual Related Parties (each, a “Seller”) will be obligated to sell all or cause any lesser portion of the Callable Shares indicated in the Call Option Notice or the Second Call Notice, as applicable. The cash consideration to be paid, paid for the Callable Shares purchased in connection with any Call Event shall be the same as set forth in Section 2.8(a) above. (c) The closing for all purchases and sales of Callable Shares pursuant to each Class B Member this Section 2.8 will be at the Call Purchase Price, on a pro rata basis, in respect principal executive offices of the aggregate amount Company within 30 days of Capital Contributions made the Exercise Date. The purchase price for the Callable Shares will be paid in cash, by each Class B Member cashier’s check or by wire transfer of immediately available funds fund. The Seller will cause the Callable Shares to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units delivered to the acquiring Class A Members Chosen Buyer at the closing free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members liens, claims, charges or encumbrances of any kind, other than those which continue to apply pursuant to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent terms of this Agreement, including by enabling . Such Seller will take all such Class A Member or any of its Affiliates actions as the Chosen Buyer reasonably requests to realize value attributable vest in the Chosen Buyer title to the Company at a valuation Callable Shares free of any lien, claim, charge, restriction or on encumbrance incurred by or through the Seller. (d) For purposes of this Section 2.8, the following terms more favorable than those made available to have the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call Option.following meanings:

Call Option. (a) Upon a Change of Ameresco Control with respect At any time, and from time to the Class A Memberstime, the Class A Members shall promptly (from and in any eventafter January 1, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”)2015, each Class A Member Bluefly shall have the option, in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members option (such option, the “Call Option”) in exchange for, [*****]. The Call Option may be exercised to purchase any or all of the Units held by any Class A other Member during for a purchase price per Unit equal to (i) the Call Option Exercise Period Valuation divided by (ii) the sum of (A) the number of Common Units outstanding as of the date that the Call Option is so exercised and (B) the number of Common Units issuable upon the exercise of any Preferred Units outstanding as of such date; provided that the purchase price for a Unit shall, in no event, be less than the Initial Capital Contribution made with respect to such Unit, plus interest accruing on an annual basis from the date or dates that such Initial Capital Contribution was funded at the rate of five percent (5%) per annum. Bluefly may exercise the Call Option by providing written notice thereof (the a “Call Option Exercise Notice”) to the Class B Member or Members following receipt by the Class A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires who hold Units with respect to which the Call Option is being exercised (the “Selling Members”), which notice shall include the number of Units to be exercised. Such purchased from each Selling Member, the price per Unit as calculated pursuant to this Section 19.10 and the Bluefly Price Per Share as of the date of such exercise. (b) Upon any exercise of the Call Option Notice must Option, the Selling Member(s) shall have the right, subject to the limitations set forth in Section 19.10(c), to determine whether all or part of the purchase price for its Units will be delivered prior to expiration paid in cash or Bluefly Common Stock by providing Bluefly with written notice of such determination (an “Election Notice”) within twenty (20) days of receipt of the Call Option Exercise PeriodNotice, provided that, in the event that no notice is provided within such twenty (20) day period, all of the purchase price to be paid to such Selling Member shall be paid in cash. IfTo the extent that a Selling Member elects to have all or a portion of the purchase price paid in Bluefly Common Stock it will receive with respect thereto a number of shares of Bluefly Common Stock equal to the purchase price to be so paid divided by the Bluefly Price Per Share as of the date that the Call Option was exercised. (c) Notwithstanding Section 19.10(b): (i) no Selling Member will have the right to have any purchase price for shares to be repurchased pursuant to the exercise of a Call Option to be paid in shares of Bluefly Common Stock if the Bluefly Common Stock is not then registered pursuant to the Securities Exchange Act of 1934, at as amended; and (ii) the expiration total number of shares of Bluefly Common Stock issued in connection with any and all exercises of the Call Option Exercise Period, no Class A Member pursuant to this Section 19.10(b) shall have delivered a Call Option Notice, not exceed 4,918,856 (the Class A “Share Cap”). To the extent that multiple Selling Members shall be deemed elect to have waived all their purchase price paid in shares of Bluefly Common Stock such that the Share Cap would be exceeded, shares will be allocated to Selling Members based upon the date upon which their rights under this 6.5 Election Notices were delivered, with shares being allocated to those Election Notices first delivered. To the extent that the purchase price with respect to multiple Election Notices delivered on the same day cannot be fully paid in Bluefly Common Stock, shares shall be allocated amongst such Election Notices on a pro rata basis, based on the amount of purchase price requested to be paid in Bluefly Common Stock in each such Election Notice. Any amounts that cannot be paid in Bluefly Common Stock as a result of the limitations set forth herein shall be paid in cash. (d) The closing of the sale of any Units pursuant to an exercise of the Call Option shall take place on the sixtieth (60th) day following the exercise of the Call Option; provided. In connection with any issuance of Bluefly Common Stock at any such closing, that any Call Option Notice delivered by a Class A the Selling Member receiving such Bluefly Common Stock shall be deemed required to execute an agreement containing such representations, warranties and covenants as Bluefly may reasonably determine to be effective necessary in order to comply with respect to each other Class A Memberapplicable law. (b) At the closing of the consummation of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call Option.

Call Option. (a) Upon a Change of Ameresco Control with respect to During the Class A Membersperiod commencing on January 1, the Class A Members shall promptly 2024, at 00:01 a.m. Eastern time and ending on December 31, 2024, at 11:59 p.m. Eastern time (and in any eventsuch period, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”), each Class A Member shall have the Buyer is hereby granted the right and option, in its sole discretionbut not the obligation, to acquire purchase from the Class B Members, Sellers all, and but not less than all, of the Units held by such Class B Members (such option, the “Call Option”) in exchange for, [*****]. The Call Option may be exercised by any Class A Member during the Call Option Exercise Period by providing written notice Shares (the “Call Option Right”). (b) Notwithstanding any provision of this Agreement to the contrary, the Call Right may not be exercised if (i) the Sellers Representative shall have delivered to the Buyer the Put Exercise Notice pursuant to Section 3(c) unless (A) a Put Rejection Notice has been delivered pursuant to the provisions of Section 3(c) or (B) the Put Exercise Notice is deemed withdrawn pursuant to the provisions of Section 3(g) or (ii) if the Sellers Representative shall have delivered to the Buyer an Accelerated Put Exercise Notice pursuant to Section 4(c). (c) Subject to Section 2(b), the Buyer may exercise the Call Right by delivering written notice of such exercise (the “Call Exercise Notice”) to the Class B Members following receipt by the Class A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires Sellers Representative at any time during the Call Option Period. Upon delivery of a Call Exercise Notice in accordance with this Section 2, the Sellers will be obligated to sell and transfer to Buyer (or one or more of its delegates), and the Buyer (or one or more of its delegates) will be exercisedobligated to purchase from the Sellers, the Option Shares for an aggregate purchase price that equals the result of (i) the Company Valuation multiplied by (ii) the aggregate Seller Ownership Percentage of all of the Sellers (the “Call Purchase Price”). Such The Call Option Exercise Notice must be delivered prior to expiration will contain a statement (the “Call Valuation Statement”) setting forth the Buyer’s calculation of the Company’s EBITDA for the Call Measurement Period and based thereon Buyer’s determination of the Company Valuation and the Call Purchase Price. (d) The Sellers Representative will have 20 Business Days from its receipt of the Call Option Exercise Notice (the “Call Objection Period”) to review the Call Valuation Statement. If, at Upon the expiration of the Call Option Exercise Objection Period, no Class A Member shall the Sellers Representative will be deemed to have delivered a Call Option Notice, the Class A Members shall accepted (and will be deemed to have waived all rights with respect to), and will be bound by, the Call Valuation Statement and the calculation of their rights under the Company Valuation and Call Purchase Price set forth therein, unless the Sellers Representative has notified the Buyer in writing of its disagreement with the Call Valuation Statement prior to the expiration of the Call Objection Period (the “Call Objection”), specifying each disputed item (each, a “Disputed Call Item”) and setting forth in reasonable detail the basis for each Disputed Call Item. The Buyer will have 20 Business Days from the date on which it receives the Call Objection to review and respond to such Call Objection (“Buyer Call Response”). To the extent the Buyer and the Sellers Representative are able to negotiate in good faith mutually agreeable resolutions for the Disputed Call Items, the Call Valuation Statement will be modified as necessary to reflect such mutually agreed resolution(s). If the Buyer and the Sellers Representative are able to resolve all Disputed Call Items, the Call Valuation Statement and the calculation of the Company Valuation and Call Purchase Price set forth therein, as modified by such resolutions, will be deemed final, non-appealable and binding among the Buyer, the Sellers and the Seller Representative for all purposes of this 6.5 Agreement. (e) If the Sellers Representative and the Buyer are unable to resolve all Disputed Call Items within 20 Business Days after delivery of the Buyer Call Response (or such longer period as may be mutually agreed by the Buyer and the Sellers Representative in writing), then the Disputed Call Items shall be submitted to the Arbitration Firm, which shall be jointly engaged by Buyer and the Sellers Representative, to promptly review the Call Valuation Statement and resolve such Disputed Call Items. Buyer and the Sellers Representative will request that the Arbitration Firm render its determination within 60 days following submission to it of such Disputed Call Items. The scope of the disputes to be resolved by the Arbitration Firm is limited to the Disputed Call Items. In resolving any Disputed Call Item, the Arbitration Firm (i) will determine the Company’s EBITDA for the corresponding Relevant Measurement Period, the Company Valuation and the Call Purchase Price in accordance with the provisions of this Agreement, (ii) may not assign a value to any item greater than the greatest value claimed for such item by either the Buyer or the Sellers Representative or less than the smallest value claimed for such item by either the Buyer of the Sellers Representative and (iii) will base its determination solely on written materials submitted by the Buyer and the Sellers Representative (and not on any independent review). Furthermore, the Parties acknowledge and agree that the Arbitration Firm shall have the sole and exclusive authority to resolve the Disputed Call Items even if the resolution of legal issues is required to revolve the Disputed Call Items. The Parties further agree that the Arbitration Firm shall also have the sole authority to determine whether any such legal issues exist and, to the extent they do, to retain and consult with legal counsel of Arbitration Firm’s choosing with respect to legal conclusions or judgments arising from the exercise Disputed Call Items, provided that the Parties agree that such legal counsel shall not have any material commercial or professional relationship with any of the Call Option; provided, that Parties. The costs of any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A Member. (b) At the closing fees and expenses of the consummation Arbitration Firm will be borne in equal parts by the Buyer and the Sellers. All determinations made by the Arbitration Firm will be final, conclusive and binding on the Parties, absent fraud or manifest error on the part of the Arbitration Firm, upon which the Arbitration Firm will deliver to Buyer and the Sellers Representative a revised Call OptionValuation Statement setting forth the updated calculation of Company’s EBITDA for the Call Measurement Period, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member Company Valuation and the Call Purchase Price, as modified by the Arbitration Firm’s final determinations, which will be deemed final, non-appealable and binding among the parties hereto for all purposes of this Agreement, and upon which a judgment may be rendered by a court of competent jurisdiction, and will not be subject to further appeal or review. The Parties acknowledge and agree that this Section 2(d) is an enforceable arbitration provision under the Uniform Arbitration Act, Title 10, Section 5701 et. seq. of the Delaware Code. (f) For purposes of complying with the terms of Section 2(e), each Party will cooperate with and make available to the other Parties and its representatives (i) information, records, data and working papers, and (ii) will permit access to its facilities and personnel, upon advance written notice of not less than two Business Days and during normal business hours, in each case as may be reasonably required in connection with the analysis of the Call Valuation Statement and the resolution of the Disputed Call Items so long as directly relevant to such analysis; provided, however, (i) in no event will any of the Parties be required to produce information that cannot be provided through such Party’s accounting or Tax reporting principles, methods or policies and reporting systems in the Ordinary Course of Business, (ii) the provision of any information or access pursuant to this Section 2(f) will be subject to execution of confidentiality agreements as requested by the applicable Party, and (iii) nothing in this Section 2(f) will require any party to disclose information that is subject to any applicable privilege, including, without limitation, attorney-client privilege or the privilege of attorney work product. (g) Unless mutually agreed by the Sellers Representative and the Buyer in writing, the consummation of the sale and transfer of the Option Shares pursuant to this Section 2 will occur on a pro rata basisdate (the “Call Closing Date”) determined by the Buyer, in respect which date will be within 60 days after final determination of the aggregate amount Call Purchase Price pursuant to Section 2(d) or Section 2(e), as applicable. No less than 10 days prior to the Call Closing Date, the Buyer will provide written notice to the Sellers Representative notifying it of Capital Contributions made the Call Closing Date. On the Call Closing Date, (i) the Buyer and the Sellers will execute a public deed substantially in the form of Schedule 2(g) before a Notary Public nominated by each Class B Member the Buyer to formalize the sale and transfer of the Option Shares to the Buyer (or one or more of its delegates), and (ii) the Buyer will pay the corresponding Call Purchase Price, as finally determined pursuant to Section 2(d) or Section 2(e), to the Sellers by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) accounts designated in writing by the other Members. Notwithstanding anything herein Sellers Representative and (iii) the Buyer and the Sellers will perform any further actions mutually agreed or required to formalize the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration sale and transfer of the Call Option Exercise Period and Shares under applicable Spanish common Law (derecho común español). For the Class A Members fail to consummate avoidance of doubt, the Call Option by the date that is the earlier payment of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following by the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable Buyer to the Company at a valuation or on terms more favorable than those Sellers will be made available proportionally to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call Optioneach Seller’s Ownership Percentage.

Call Option. (ai) Upon a Change of Ameresco Control with respect In addition to the Class A Membersother remedies that are available to the Members under this Agreement, if (A) a Defaulting Member is in Payment Default for any reason other than failure to make a Required Contribution after the In Service Date for a Required Upgrade with a value greater than [_______] for which at least Supermajority Consent of the Board was not obtained, or (B) the Non-Defaulting Members are entitled to exercise the Call Option pursuant to Section 8.1(b), the Class A Non-Defaulting Members (in proportion to the respective Percentage Interests of the electing Non-Defaulting Members or in such other proportions as such Non-Defaulting Members shall promptly (and in any event, within [*****]agree) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”), each Class A Member shall have the option, in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members option (such option, the “Call Option”) in exchange for, [*****]. The Call Option may be exercised by any Class A Member during to purchase all (but not less than all) of the Call Option Exercise Period by providing written notice Defaulting Member’s Membership Interests at an aggregate purchase price (the “Call Option NoticePurchase Price”) equal to the Class B Members following receipt lesser of (1) eighty percent (80%) of the result of all Capital Contributions made by such Defaulting Member, less all distributions of Available Cash made by the Class A Company to such Defaulting Member; and (1) the Fair Market Value of all of the Defaulting Member’s Parent or its applicable Affiliate Membership Interests. (ii) Each Non-Defaulting Member shall have a period of a bona fide request thirty (30) days from the counterparty in date of such Payment Default to deliver written notice to the proposed Change Members of Ameresco Control that such counterparty desires the Call Option to be exercised. Such Call Option Notice must be delivered prior to expiration its exercise of the Call Option Exercise Period(each a “Call Notice”). IfIf more than one Non-Defaulting Member exercises the Call Option, at each exercising Non-Defaulting Member shall have the expiration right to buy its pro rata share of the Defaulting Member’s Membership Interests (based on the relative Percentage Interests of the exercising Non-Defaulting Members (or in such other proportions as the Non-Defaulting Members may agree)). If any Non-Defaulting Member does not exercise the Call Option within such thirty (30) day period, the Call Option with respect to such Default shall be irrevocably waived by such Member. (iii) Subject to any extension for necessary regulatory approvals, any purchase of Membership Interests pursuant to this Section 4.12(c) shall be consummated within twenty (20) Business Days after delivery of the Call Notice. Any purchase of Membership Interests pursuant to this Section 4.12(c) shall require (A) the payment of the Call Option Exercise PeriodPurchase Price to be paid in cash, (A) no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 representation or warranty other than with respect to the exercise ownership of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A Defaulting Member. (b) At the closing of the consummation of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member ’s Membership Interests and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members such Membership Interests being free and clear of all liens and other encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s, (A) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, covenant with respect to a Drag Transaction historical tax obligations or reimbursements and other customary covenants. Customary covenants shall not include non-cash consideration for the Call Option, it purchase of such Membership Interests and its Affiliates shall not, directly or indirectly, structure, effect or permit (A) the delivery of an Additional Guaranty Agreement in accordance with Article VIII to replace any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this applicable JOA Guaranty Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call Option.

Call Option. (a) Upon At any time following (i) the third (3rd) anniversary of the Effective Date, (ii) a Change of Ameresco Control with respect to ▇▇▇▇▇▇ Estate Trigger Date, or (iii) the Class A MembersCall Trigger Date, the Class A Members shall promptly (and in any event, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”), each Class A Member ▇▇▇▇▇ shall have the option, in its sole discretionbut not the obligation, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members (such option, the “Call Option”) in exchange for, [*****]. The Call Option may be exercised by any Class A Member during the Call Option Exercise Period by providing deliver written notice (the “Call Option Notice”) to the Class B ▇▇▇▇▇▇ Members following receipt by of ▇▇▇▇▇’▇ exercise of its right to purchase the Class A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty ▇▇▇▇▇▇ Members’ entire Interest in the proposed Change Company (the “Called Interest”). The Called Interest shall be deemed to include the Interests of Ameresco Control that such counterparty desires ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇. (b) The purchase price of the Called Interest (the “Call Option to Price”) shall be exercised. Such Call Option Notice must be delivered prior to expiration determined by multiplying (i) the Percentage Share of the Called Interest, times (ii) the Fair Market Value of the Company as a whole determined as of the date of the Call Option Exercise PeriodNotice as if (A) the assets of the Company were sold at their Fair Market Value for cash; (B) all liabilities to third parties were paid (but excluding defeasance fees, prepayment fees, and other expenses of a sale of assets not actually incurred by the Company in connection with the purchase of the Called Interest); and (C) the net proceeds were distributed to the Members in complete liquidation of the Company; provided, that, the amount of any Member Loan owed by the holder of the Called Interest to ▇▇▇▇▇ shall be deducted from the Call Price, as shall any undisputed Losses for which ▇▇▇▇▇ has not been indemnified, provided that the amount of any claimed Losses for which ▇▇▇▇▇ has not been indemnified which is disputed shall be escrowed pending entry of a final arbitral award or the final judgment of a court of competent jurisdiction. IfIn the event that ▇▇▇▇▇ and ▇▇▇▇▇▇ are unable to agree upon the Fair Market Value within thirty (30) days after the date of the Call Notice, at then the Fair Market Value shall be determined as follows (the “Arbitrated Fair Market Value”): (i) Promptly following the expiration of the foregoing thirty (30) day period, ▇▇▇▇▇ and ▇▇▇▇▇▇ (for purposes of this Section 8.7, the “Call Option Exercise PeriodMembers”) shall use commercially reasonable efforts to agree upon and appoint an arbitrator (“Arbitrator”) in accordance with Section 12.3 hereof. (ii) Within ten (10) days of the appointment of the Arbitrator, the Call Members shall each separately submit to the Arbitrator (and simultaneously to the other Call Member) such Call Member’s determination of the Proposed FMV. After the submission of any Proposed FMV, no Class A Call Member shall have delivered a may make any additions, deletions, or changes in such Proposed FMV. If either Call Option NoticeMember fails to submit its Proposed FMV to the arbitrator within such time period, time being of the Class A Members essence with respect thereto, such Call Member shall be deemed to have irrevocably waived all its right to submit a Proposed FMV, in which event the Arbitrator shall accept the Proposed FMV of their rights under the submitting Party as the proper amount of the Fair Market Value of the Company, and such Proposed FMV shall be deemed the Arbitrated Fair Market Value. (iii) If each Party submits a Proposed FMV within the period described in subsection (ii) above, the Arbitrator shall select as the Arbitrated Fair Market Value whichever of the Proposed FMVs submitted by the Call Members the Arbitrator believes is the more accurate determination of the Fair Market Value of the Company. Without limiting the generality of the foregoing, in rendering his or her decision, the Arbitrator shall not add to, subtract from or ACTIVE 203377524v.3 otherwise modify the provisions of this 6.5 with respect to Agreement or Proposed FMVs submitted by the exercise Call Members. The Arbitator’s determination of Arbitrated Fair Market Value shall be binding upon the Call Members, and such Arbitrated Fair Market Value shall be used for the calculation of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A MemberPrice. (b) At the closing of the consummation of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call Option.

Call Option. (a) Upon a Change of Ameresco Control with respect At any time, and from time to time, on or after December 11, 2022, but prior to June 11, 2026, NEP Member shall have the right, but not the obligation, to acquire, subject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class A MembersB Units at a purchase price that results in an Internal Rate of Return per Class B Unit purchased pursuant to this Section 7.02, measured from the Class A Members shall promptly (and in any event, within [*****]) deliver written notice of such Effective Date to the Class B Members. Within [*****] after any such Change of Ameresco Control Call Option Closing Date (the “Call Option Exercise PeriodPurchase Price”), each Class A Member shall have upon the option, terms and conditions set forth in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members this Section 7.02 (such option, the “Call Option”), of (i) in exchange foreight and thirty-two hundredths of a percent (8.32%) on each Class B Unit acquired upon the exercise of such Call Option, [*****]. The for any Call Option Closing Date that occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%) on each Class B Unit acquired upon the exercise of such Call Option, for any Call Option Closing Date that occurs on or after the Flip Date (provided, however, that the Internal Rate of Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to the applicable Call Option Closing Date, and, with respect to the period from the Effective Date to the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)). NEP Member may be exercised by not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Class A Person other than NEP or a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member during and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option Exercise Period by providing Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase Price per Class B Unit, and (iv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), subject to the other requirements of this Section 7.02, and the respective proportions thereof to be paid to the Class B Members following receipt by the Class A Member’s Parent (or its applicable Affiliate their nominee(s)); provided, however, that NEP Member may issue a maximum of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the (A) three (3) Call Option to be exercised. Such Notices in any calendar year and (B) one (1) Call Option Notice must in any calendar quarter. The Call Option Notice shall be delivered prior to expiration the Class B Members at least seven (7) Business Days and no more than ten (10) Business Days in advance of the Call Option Exercise PeriodClosing Date and shall be irrevocable. If, at Delivery of the expiration of initial Call Option Notice may be made prior to the first date on which NEP Member is permitted to exercise the Call Option Exercise Periodin accordance with the preceding sentence (but for the avoidance of doubt, no Class A Member shall have delivered a Call Option NoticeClosing shall occur prior to December 11, the Class A Members 2022). No Call Option Notice may be delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on which NEP publicly announces its earnings for any Quarter or Fiscal Year (or any other expected public announcement of earnings or other “blackout period” under NEP Member’s trading policies that are applicable to all holders of NEP Common Units). (c) The following restrictions shall be deemed apply to have waived all of their rights under this 6.5 with respect to the each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued, (i) for a number of Class B Units that is less than eight percent (8%) of the Class B Units outstanding on the date of the applicable Call Option Notice; providedand (ii) if, that and to the extent that, as a result of such exercise, on the applicable Call Option Closing Date, the holders of Class B Units other than the NEP Class B Parties would own less than sixteen percent (16%) of the Class B Units then outstanding, unless, in the case of this clause (ii), the exercise of such Call Option is for the purchase of all remaining Class B Units not held by the NEP Class B Parties; and (ii) the aggregate number of Class B Units purchased in any Call Option Notice delivered by a shall, cumulatively when taken together with all Class A Member B Units purchased in all prior exercises of the Call Option, shall be deemed no more than: (A) from December 11, 2022, but prior to June 11, 2023, ten percent (10%) of the total number of outstanding Class B Units; (B) from June 11, 2023, but prior to December 11, 2023, twenty-five percent (25%) of the total number of outstanding Class B Units; (C) from December 11, 2023, but prior to June 11, 2024, fifty percent (50%) of the total number of outstanding Class B Units; (D) from June 11, 2024, but prior to December 11, 2024, seventy-five percent (75%) of the total number of outstanding Class B Units; and (E) from December 11, 2024, but prior to June 11, 2026, one hundred percent (100%) of the total number of outstanding Class B Units. (d) Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units) may be effective used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange; (ii) the Registration Rights Agreement is in effect with respect to each other Class A Member.the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Limited Partnership Agreement; (biii) At NEP shall have filed a registration statement with the closing SEC registering the resale of the consummation NEP Common Units into which the Non-Voting NEP Common Units issued at such Call Option Closing are convertible, and such registration shall have been declared effective by the SEC, and no stop order shall have been issued with respect thereto; (iv) (A) none of NEP or its Affiliates has knowledge of previously undisclosed material events or developments that NEP or such Affiliate would be obligated to disclose publicly, under applicable Law or the rules of the National Securities Exchange on which the NEP Common Units are listed, if NEP or such Affiliate were offering and selling NEP Common Units (or other publicly traded securities), the disclosure of which would reasonably be expected to negatively affect the trading price of NEP Common Units on the applicable National Securities Exchange; and (B) NEP (or its Affiliates) shall have publicly disclosed any material events or developments that would reasonably be expected to negatively affect the trading price of NEP Common Units on the applicable National Securities Exchange at least one (1) full Trading Day (on which NEP Common Units traded on the applicable National Securities Exchange without stop or interruption) prior to the issuance of any Call Option Notice; (v) in any exercise of the Call Option, the acquiring aggregate number of NEP Common Units and Non-Voting NEP Common Units that will be issued to holders of Class A Members B Units at the applicable Call Option Closing, together with all NEP Common Units and Non-Voting NEP Common Units issued in all prior exercises of the Call Option, shall pay, or cause be no more than twenty-two and one half percent (22.5%) of the total number of outstanding NEP Common Units on a Fully Diluted Basis (including any NEP Common Units to be paidissued at the applicable Call Option Closing); and (vi) on such Call Option Closing Date, to each Class B there being no Call Option Cash Shortfall. (e) NEP Member the may pay any Call Option Purchase Price, on a pro rata basisat its option (subject to Section 7.02(d) above), in respect either cash, Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units); provided, however, that the holder of Class B Units to be purchased shall be entitled to require, by written notice delivered to NEP Member not less than three (3) Business Days prior to the applicable Call Option Closing Date, that up to thirty percent (30%) of the aggregate amount Call Option Purchase Price payable at such Call Option Closing consist of Capital Contributions made by cash (the “Call Option Cash Consideration”). Any NEP Common Units or Non-Voting NEP Common Units to be issued as payment of (or partial payment of) any Call Option Purchase Price will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be the lesser of (i) the 10-day VWAP on the date of the Call Option Notice and (ii) the listed price of a NEP Common Unit as of the end of trading on the date of the Call Option Notice. (f) On each Call Option Closing Date, (i) the Class B Members will convey all right, title, and interest in and to the applicable Class B Units, free of all Encumbrances (other than those created by this Agreement or securities Laws), to NEP Member or its nominee; (ii) NEP Member or its nominee will pay the cash portion of the Call Option Purchase Price to the Class B Members (or their nominee(s)) by wire transfer of immediately available funds funds; and (iii) NEP shall satisfy the remaining portion of the Call Option Purchase Price by issuing Non-Voting NEP Common Units (or, if requested pursuant to an account designated Section 7.02(b), NEP Common Units) to the Class B Members, and, in connection therewith, NEP shall instruct, and shall use its commercially reasonable efforts to cause, its Transfer Agent to record the issuance of such NEP Common Units or Non-Voting NEP Common Units, as the case may be, to such Class B Members (or the Margin Loan Borrower as their nominee or such other nominee(s)); provided, however, that the Call Option Closing Date may be delayed by each written notice to NEP Member from the Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative Representative (on behalf of the Class B Members), transferring its Units for a period of up to, but not exceeding, seven (7) Business Days solely to the acquiring Class A extent there is an Issuer Trading Suspension (as defined in the Margin Loan Agreement) or a Facility Adjustment Event (as defined in the Margin Loan Agreement) that exists or will exist on such Call Option Closing Date. No fractional NEP Common Units or Non-Voting NEP Common Units, as the case may be, will be issued. The Members free and clear agree that each Call Option Closing shall be subject to the receipt of all encumbrancesapplicable Required Governmental Authorizations. The In the event any such Required Governmental Authorizations shall not have been obtained by the date that is otherwise scheduled to be the Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of doubt, the Call Option Purchase Price set forth in the Call Option Notice shall be calculated from the Effective Date until the date of the actual Call Option Closing. (g) Each Class B Member hereby agrees that, in connection with the Call Option Closing, such Class B Member (or its Affiliates) shall borrow under the Margin Loan Agreement the maximum amount available thereunder (subject to the terms and conditions of the Margin Loan, including, for the avoidance of doubt, the LTV Initial Level), and shall use such borrowings, together with any Call Option Cash Consideration and all other cash on hand and all Cash Equivalents of the Class B Member, to repay, all of such Class B Member’s then outstanding Indebtedness under the Credit Agreement (including any breakage costs, termination fees, or other payments that would be due or payable thereunder) and all other Indebtedness required to be repaid as a result of the exercise of such Call Option, in each case, pursuant to which the Class B Units being acquired pursuant to the exercise of such Call Option are Encumbered (other than Indebtedness incurred pursuant to the Margin Loan Agreement (which, for the avoidance of doubt, shall not be secured by Encumbrances on any Class B Units)). To the extent it is determined that the net proceeds will from the Margin Loan Agreement, together with any Call Option Cash Consideration (net of any deductions or withholdings therefrom pursuant to Section 7.02(l)) and any other cash on hand and Cash Equivalents of the Class B Member, are insufficient to repay in full all Indebtedness of the Class B Member and any other Indebtedness pursuant to which such Class B Units are Encumbered required to be repaid as a result of the exercise of such Call Option, plus the amounts required to be paid by the Class A Members B Member constituting amounts owed by the Class B Member as termination payments and unpaid amounts under any swap, cap, forward, future, or other derivative transaction entered into in connection with the hedging of interest rates under the Credit Agreement, and minus amounts required to be paid to the account(s) designated in writing Class B Member constituting amounts owed by the counterparty under any such swap, cap, forward, future, or other Members. Notwithstanding anything herein to the contraryderivative transaction as termination payments and unpaid amounts under any such swap, but without limiting cap, forward, future, or other circumstances in which derivative transaction (such deficiency, a “Call Option Cash Shortfall”), then the Class A Members’ rights under this 6.5 may terminateB Members shall use reasonable best efforts to obtain Qualifying Financing in an amount required to remedy the Call Option Cash Shortfall as promptly as practicable. The Members agree that, if until the Credit Agreement Payment In Full, each Call Option Closing shall be subject to there being no Class A Member delivers Call Option Cash Shortfall. If there is a Call Option Notice prior Cash Shortfall and the applicable Class B Members are unable, using reasonable best efforts, to secure Qualifying Financing or refinance the existing Margin Loan with a Qualifying Financing or otherwise remedy the Call Option Cash Shortfall by the Call Option Closing Date, then the applicable Call Option Closing shall automatically be delayed for a period of at least five (5) Business Days until such date as the Class B Members obtain such additional or replacement financing to remedy the Call Option Cash Shortfall or there otherwise would no longer be a Call Option Cash Shortfall associated with the exercise of such Call Option; provided, however, that at the applicable Call Option Closing (if any) following the end of such delay, (i) the Call Option Purchase Price shall be calculated from the Effective Date to the expiration date on which such Call Option Closing actually occurs, and (ii) the Issuance Price of the NEP Common Units and Non-Voting NEP Common Units, if any, to be issued as payment (or partial payment) of the applicable Call Option Purchase Price shall be the price set forth in the original Call Option Notice. If the Call Option Closing is delayed for more than ten (10) Business Days in connection with the preceding sentence, then the NEP Member and applicable Class B Members shall work in good faith to remedy the applicable Call Option Cash Shortfall (provided that the foregoing shall not require the Class B Members to take any actions to remedy such Call Option Cash Shortfall other than seeking additional or replacement financing in accordance with this Section 7.02(g)). If the NEP Member and Class B Members are unable to remedy the applicable Call Option Cash Shortfall within twenty (20) Business Days thereafter, then the applicable Call Option Notice shall be deemed revoked. If the Class B Members are able to obtain Qualifying Financing in an amount sufficient to remedy the Call Option Cash Shortfall, then (1) the Class B Member Representative shall promptly deliver written notice thereof to NEP Member, and (2) the Call Option Closing shall occur as promptly thereafter as practicable. (h) Following consummation of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following the date on which the Call Purchase Price is finally determined (subject to extension for receipt of required regulatory approvals) or (ii) [*****] following the last day of the Call Option Exercise Period, the Class A Members shall be deemed to have waived all of (c) Each Class A Member agrees that, with respect to a Drag Transaction or the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any of its Affiliates to realize value attributable to the Company at a valuation or on terms more favorable than those made available to the Company or the other Member(s) in connection with the negotiation and consummation of a Drag Transaction or the Call Option.pursuan

Call Option. (a) Upon The Family Group irrevocably promises to Quiksilver that it shall sell, at Quiksilver's request, all of the Family Group Shares (the "CALL OPTION"), in accordance with the terms of this Article 5.3. (b) The Call Option thus granted may be exercised by Quiksilver (i) in the event of a Change continued failure by any Member of Ameresco Control the Family Group to perform any of her/his obligations under this Agreement or under the Pledge of the Family Group Shares; (ii) in the event of the death or the incapacity of all of the individual Members of the Family Group; (iii) if, as a result of proceedings initiated by any Member of the Family Group, a tribunal or court of arbitration questions either the validity of the restrictions imposed on the voting rights associated with respect the Family Group Shares or the validity or the enforceability of the Family Group's obligations under this Agreement; (iv) in the event of a Notice of Put pursuant to Article 5.2(d); and (v) as of the Class A Membersexpiration date of a five-year (5-year) period starting on the date of this Agreement (the "CALL OPTION EXERCISE DATE" and, together with events listed in (i), (ii), (iii), and (iv) hereinabove, a "CALL OPTION EVENT"). (c) Quiksilver may only exercise the Class A Members shall promptly Call Option once and only for all of the Family Group Shares (and in not for a portion of them) at any event, within [*****]) deliver written notice time during the period beginning on the occurrence of such to a Call Option Event and ending on the Class B Membersdate that no Call Option Event is continuing. Within [*****] after any such Change If the relevant Call Option Event is the occurrence of Ameresco Control (the “Call Option Exercise Period”), each Class A Member shall have the option, in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members (such optionDate, the “Call Option”) in exchange for, [*****]. The Call Option may be exercised by at any Class A Member during time after the Call Option Exercise Period by providing written notice Date and no later than ninety (the “Call Option Notice”90) to the Class B Members following receipt by the Class A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty in the proposed Change of Ameresco Control days after that such counterparty desires the Call Option to be exercised. Such Call Option Notice must be delivered prior to expiration of the Call Option Exercise Period. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect to the exercise of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A Member. (b) At the closing of the consummation of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrancesdate. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contraryOption shall become null and void if it has not been previously exercised, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Option by the date that is the earlier of (i) [*****] following on the date on which of the Call Purchase Price is finally determined (subject to extension for receipt Notice of required regulatory approvals) Put, or (ii) [*****] following at the last day end of the Call Option Exercise Period, the Class A Members shall be deemed ninety-day (90-day) period referred to have waived all ofhereinabove. (cd) Each Class A Member agrees that, with respect If Quiksilver wishes to a Drag Transaction or exercise the Call Option, it and its Affiliates shall not, directly or indirectly, structure, effect or permit any transaction or series of related transactions notify the primary purpose or reasonably foreseeable effect of which is to circumvent or frustrate the economic intent of this Agreement, including by enabling such Class A Member or any Family Group of its Affiliates intent to realize value attributable do so (the "NOTICE OF CALL") during the applicable exercise period in the form set forth in Article 7.5(a). The Notice of Call shall specify the Exercise Price of the Call Option. It shall constitute an irrevocable commitment on the part of Quiksilver to acquire (or to cause any entity designated by Quicksilver to acquire) all of the Company at a valuation or on terms more favorable than those made available Family Group Shares, which the Family Group irrevocably undertakes to sell. (e) In the Company or the other Member(s) in connection with the negotiation and consummation event of a Drag Transaction or Notice of Call, the Family Group shall sell the Family Group Shares to Quiksilver, who shall acquire them from the Family Group, within thirty (30) days from the receipt of the Notice of Call, at the Exercise Price of the Call Option.