ENERNOC, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 18, 2014 2.25% Convertible Senior Notes due 2019Indenture • August 18th, 2014 • Enernoc Inc • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of August 18, 2014 between ENERNOC, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
UNDERWRITING AGREEMENT EnerNOC, Inc. 3,750,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 6th, 2009 • Enernoc Inc • Instruments for meas & testing of electricity & elec signals • New York
The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with EnerNOC, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
AGREEMENT AND PLAN OF MERGER among: ENERNOC, INC., a Delaware corporation; ENEL GREEN POWER NORTH AMERICA, INC., a Delaware corporation; and PINE MERGER SUB, INC., a Delaware corporation Dated as of June 21, 2017Agreement and Plan of Merger • June 23rd, 2017 • Enernoc Inc • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 21, 2017, by and among: ENEL GREEN POWER NORTH AMERICA, INC., a Delaware corporation (“Parent”); PINE MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”); ENEL S.P.A., an Italian joint-stock company and the parent of Parent (the “Guarantor”) (solely for the purposes of Section 9.11 hereof); and ENERNOC, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF EXECUTIVE NON-QUALIFIED STOCK OPTION AGREEMENT FOR EXCHANGED OPTION GRANTS ENERNOC, INC.Non-Qualified Stock Option Agreement • January 26th, 2009 • Enernoc Inc • Services-business services, nec • Massachusetts
WHEREAS, in connection with the Company’s offer to exchange certain eligible option grants for new option grants, the Company desires to grant to the Participant an Option to purchase shares of its common stock, $.001 par value per share (the “Shares”), under and for the purposes set forth in the Company’s 2007 Employee, Director and Consultant Stock Plan (the “Plan”);
EnerNOC, Inc. 2.25% Convertible Senior Notes due 2019 PURCHASE AGREEMENTPurchase Agreement • August 13th, 2014 • Enernoc Inc • Services-computer programming, data processing, etc. • New York
EnerNOC, INC. Common Stock UNDERWRITING AGREEMENTEnernoc Inc • May 3rd, 2007 • Services-business services, nec • New York
Credit Suisse Securities (USA) LLC Morgan Stanley & Co. Incorporated As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue New York, NY 10010-3629
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 3rd, 2007 • Enernoc Inc • Services-business services, nec • Delaware
THIS AGREEMENT is made and entered into this day of , 20 by and between ENERNOC, INC., a Delaware corporation (the "Corporation"), and ("Agent").
EnerNOC, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2007 • Enernoc Inc • Services-business services, nec • New York
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 23rd, 2017 • Enernoc Inc • Services-computer programming, data processing, etc. • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 21, 2017, is entered into by and among Enel Green Power North America Inc., a Delaware corporation (“Parent”), Pine Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below). Additionally, the terms “business day” and “subsidiary” shall have the respective meanings ascribed to such terms in the Merger Agreement.
EnerNOC Letterhead]Enernoc Inc • March 12th, 2010 • Instruments for meas & testing of electricity & elec signals • Massachusetts
This letter is to confirm our understanding with respect to your continued employment by EnerNOC, Inc. (the “Company”) and supersedes in its entirety the Amended and Restated Employment Agreement entered into by you and the Company dated August 10, 2007, as further amended February 21, 2008 (the “Prior Employment Agreement”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 11th, 2014 • Enernoc Inc • Services-computer programming, data processing, etc. • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 11, 2014 (the “Effective Date”) between (a) SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and (b) ENERNOC, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
50,000,000 SENIOR SECURED CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT AMONG ENERNOC, INC., AND ENOC SECURITIES CORPORATION AS BORROWER, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, AND SILICON VALLEY BANK, AS ADMINISTRATIVE AGENT...Credit Agreement • May 8th, 2012 • Enernoc Inc • Services-computer programming, data processing, etc. • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of March 14, 2012, among (a) ENERNOC, INC., a Delaware corporation (“EnerNOC”), (b) ENOC SECURITIES CORPORATION, a Massachusetts corporation (the “ENOC Securities”) (hereinafter, EnerNOC and ENOC Securities are, jointly and severally, individually and collectively, referred to as the “Borrower”), (c) the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), (d) SILICON VALLEY BANK (“SVB”), as Administrative Agent; and (e) SVB, as an Issuing Lender.
ENERNOC, INC. Incentive Stock Option AgreementEnernoc Inc • February 12th, 2007 • Massachusetts
This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.
AGREEMENT AND PLAN OF MERGER among WORLD ENERGY SOLUTIONS, INC. WOLF MERGER SUB CORPORATION and ENERNOC, INC. dated as of November 4, 2014Agreement and Plan of Merger • November 5th, 2014 • Enernoc Inc • Services-computer programming, data processing, etc. • Delaware
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.
FORM OF EXECUTIVE INCENTIVE STOCK OPTION AGREEMENT ENERNOC, INC.Executive Incentive Stock Option Agreement • March 12th, 2010 • Enernoc Inc • Instruments for meas & testing of electricity & elec signals • Delaware
AGREEMENT made as of the day of 20 , between EnerNOC, Inc. (the “Company”), a Delaware corporation and , an employee of the Company (the “Employee”).
EnerNOC, INC. STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • February 12th, 2007 • Enernoc Inc • Delaware
This STOCK REPURCHASE AGREEMENT is entered into as of this 17th day of June, 2003 (the "Effective Date") by and between EnerNOC, Inc., a Delaware corporation (the "Company"), and Timothy G. Healy (the "Founder").
FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 3rd, 2007 • Enernoc Inc • Services-business services, nec • Delaware
This FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered into as of May , 2007 by and among (i) EnerNOC, Inc., a Delaware corporation (the "Company"); (ii) the individuals and entities listed under the heading "Investors" on the signature pages hereto; (iii) the Founders; and each person who shall, after the date hereof, join in and become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in substantially the form set forth on Schedule I hereto (the "Investors").
EnerNOC Letterhead]Enernoc Inc • February 12th, 2007 • Massachusetts
This letter is to confirm our understanding with respect to your continued employment by EnerNOC, Inc. (the "Company"). In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed, effective November 9, 2006, as follows:
RESTRICTED STOCK UNIT AGREEMENT ENERNOC, INC.Restricted Stock Unit Agreement • March 12th, 2010 • Enernoc Inc • Instruments for meas & testing of electricity & elec signals • Delaware
This Restricted Stock Unit Agreement is made as of the day of , 20 (the “Grant Date”), by and between EnerNOC, Inc., a Delaware corporation having its principal place of business at 75 Federal Street, Suite 300, Boston, Massachusetts 02110 (the “Company”), and (the “Participant”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 7th, 2013 • Enernoc Inc • Services-computer programming, data processing, etc. • New York
This Second Amendment to Amended and Restated Credit Agreement (this “Amendment”) dated and effective as of April 12, 2013, by and among (a) (i) ENERNOC, INC., a Delaware corporation (“EnerNOC”) and (ii) ENOC SECURITIES CORPORATION, a Massachusetts corporation (“ENOC Securities”) (hereinafter, EnerNOC and ENOC Securities are, jointly and severally, individually and collectively, referred to as the “Borrower”), (b) the Lenders party hereto, (c) the several banks and other financial institutions or entities from time to time parties hereto (the “Lenders”), (d) SILICON VALLEY BANK (“SVB”), as Administrative Agent; and (e) SVB, as an Issuing Lender.
FORM OF EXECUTIVE NON-QUALIFIED STOCK OPTION AGREEMENT ENERNOC, INC.Executive Non-Qualified Stock Option Agreement • March 12th, 2010 • Enernoc Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts
WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, $.001 par value per share (the “Shares”), under and for the purposes set forth in the Company’s 2007 Employee, Director and Consultant Stock Plan (the “Plan”);
GUARANTEE AND COLLATERAL AGREEMENT Dated as of April 18, 2013 made by ENERNOC, INC., and THE OTHER GRANTORS referred to herein in favor of SILICON VALLEY BANK, as Administrative AgentGuarantee and Collateral Agreement • August 7th, 2013 • Enernoc Inc • Services-computer programming, data processing, etc. • New York
This GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of April 18, 2013, is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”), in favor of SILICON VALLEY BANK, as administrative agent (together with its successors, in such capacity, the “Administrative Agent”) for the Secured Parties (as defined below), including the banks and other financial institutions or entities (each a “Lender” and, collectively, the “Lenders”) from time to time parties to that certain Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among ENERNOC, INC., a Delaware corporation (“Borrower”), the Lenders party thereto and the Administrative Agent.
ContractEnernoc Inc • February 12th, 2007 • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT'), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2008 • Enernoc Inc • Services-business services, nec • Massachusetts
The Amended and Restated Employment Agreement (the “Agreement”) dated as of August 10, 2007, by and between EnerNOC, Inc., a Delaware corporation (the “Company”), and David B. Brewster (the “Executive”) is hereby amended as set forth below. Capitalized terms not defined herein shall have the meaning specified in the Agreement.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 23rd, 2014 • Enernoc Inc • Services-computer programming, data processing, etc. • New York
This Second Amendment to Credit Agreement (this “Amendment”) dated and effective as of December 3, 2013, is by and among (a) ENERNOC, INC., a Delaware corporation (the “Borrower”), (b) each of the several banks and other financial institutions or entities party to this Agreement as a “Lender” hereunder (each a “Lender” and, collectively, the “Lenders”), including SILICON VALLEY BANK (“SVB”), (c) SVB, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), (d) SVB, as the Issuing Lender, and (e) SVB, as the Swingline Lender.
ENERNOC, INC. SEVERANCE AGREEMENTSeverance Agreement • April 23rd, 2013 • Enernoc Inc • Services-computer programming, data processing, etc. • Massachusetts
This Severance Agreement is made as of the 22 day of April, 2013 by and between EnerNOC, Inc., a Delaware corporation (the “Company”), and Neil Moses (the “Employee”).
FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 5th, 2007 • Enernoc Inc • Services-business services, nec • Delaware
This FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 1, 2007 by and among (i) EnerNOC, Inc., a Delaware corporation (the “Company”); (ii) the individuals and entities listed under the heading “Investors” on the signature pages hereto; (iii) the Founders; and (iv) each person who shall, after the date hereof, join in and become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in substantially the form set forth on Schedule I hereto (collectively, the “Investors”).
ENERNOC, INC. SEVERANCE AGREEMENTSeverance Agreement • February 12th, 2007 • Enernoc Inc • Massachusetts
This Severance Agreement is made as of the 7th day of February, 2007 by and between EnerNOC, Inc., a Delaware corporation (the "Company"), and ________________ (the "Employee").
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2007 • Enernoc Inc • Massachusetts
THIS EMPLOYMENT AGREEMENT ("Agreement"), effective as of the effective date ("Effective Date") specified in Schedule A attached hereto, is by and between EnerNOC, Inc., a Delaware corporation with a principal place of business at One Faneuil Hall Marketplace, 3rd Floor, Boston, Massachusetts 02109 ("Employer") and Thomas E. Atkins ("Employee").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 7th, 2011 • Enernoc Inc • Services-computer programming, data processing, etc.
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as a deed as of this 1st day of July, 2011 by and among EnerNOC, Inc., a Delaware corporation (the “Parent”), EnerNOC Australia Pty Ltd (ACN 143 762 350) (the “Buyer”), Energy Response Holdings Pty Ltd (ACN 108 827 596) (the “Company”), the parties identified on the signature page hereto under the heading “Stockholders” (the “Stockholders”), the parties identified on the signature page hereto under the heading “Noteholders” (the “Noteholders”), the parties identified on the signature page hereto under the heading “Option Holders” (the “Option Holders”, and together with the Stockholders and the Noteholders, the “Securityholders”), and Semibreve Pty Ltd (ACN 139 654 541), in its capacity as the representative of the Securityholders. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in Article 13.
ENERNOC, INC. SEVERANCE AGREEMENTSeverance Agreement • June 23rd, 2016 • Enernoc Inc • Services-computer programming, data processing, etc. • Massachusetts
This Severance Agreement (the “Agreement”) is made as of the [___] day of August, 2016 by and between EnerNOC, Inc. (the “Company”) and William Sorenson (the “Employee”).
ENERNOC, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 7, 2017First Supplemental Indenture • August 7th, 2017 • Enernoc Inc • Services-computer programming, data processing, etc. • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of August 7, 2017 (this “Supplemental Indenture”), among EnerNOC, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”), to the Indenture, dated as of August 18, 2014 (the “Indenture”), between the Company and the Trustee.
Indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this agreement has been filed separately with the Securities and Exchange Commission.Supplemental Installed Capacity Agreement • March 28th, 2007 • Enernoc Inc • Services-business services, nec • Delaware
This Supplemental Installed Capacity Agreement ("Agreement") is entered into as of April 13, 2004, by and between ISO New England Inc. (the "ISO"), on behalf of the market participants in the New England Control Area (the "Market Participants"), and EnerNOC, Inc. (the "Supplier") (individually, a "Party," and collectively, the "Parties") and, except for Supplier's obligation pursuant to Section 2.1, shall become effective on the Effective Date.
ENERNOC, INC. SEVERANCE AGREEMENTSeverance Agreement • January 24th, 2008 • Enernoc Inc • Services-business services, nec • Massachusetts
This Severance Agreement is made as of the 22nd day of January, 2008 by and between EnerNOC, Inc., a Delaware corporation (the “Company”), and Darren P. Brady (the “Employee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ENERNOC, INC., MDE ACQUISITION LLC, MDENERGY, LLC,Agreement and Plan of Merger • September 18th, 2007 • Enernoc Inc • Services-business services, nec • Connecticut
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 12, 2007, by and among EnerNOC, Inc., a Delaware corporation (the “Parent”), MDE Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Parent (“Merger Sub”), Mdenergy, LLC, a Connecticut limited liability company (the “Company”), Clifford Sirlin, in the capacity of Member Representative (the “Member Representative”), Clifford Sirlin and Andrew Appelbaum (each a “Founder” and together, the “Founders”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in Article 11.
