Ameresco, Inc. Sample Contracts

AMERESCO, INC. (a Delaware corporation) 3,200,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 5th, 2021 • Ameresco, Inc. • Construction - special trade contractors • New York
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Contract
Credit Agreement • March 4th, 2022 • Ameresco, Inc. • Construction - special trade contractors • New York
AMERESCO, INC. (a Delaware corporation)
Purchase Agreement • June 21st, 2010 • Ameresco, Inc. • Construction - special trade contractors • New York

Ameresco, Inc., a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Shareholders”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the Selling Shareholder(s), acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company and certain Selling Shareholder(s) to the Underwriters, acting severally and not

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 31st, 2011 • Ameresco, Inc. • Construction - special trade contractors • Delaware

This Agreement is made as of the [ ] day of [ ] 2010, by and between Ameresco, Inc., a Delaware corporation (the “Corporation), and [ ] (the “Indemnitee”), an employee director of the Corporation.

AMERESCO, INC. EMPLOYMENT AGREEMENT
Employment Agreement • July 6th, 2010 • Ameresco, Inc. • Construction - special trade contractors • Massachusetts

THIS EMPLOYMENT AGREEMENT (the “Agreement”) made as of the 2nd day of June, 2010, is entered into by Ameresco, Inc., a Delaware corporation (the “Company”), and Louis P. Maltezos (the “Employee”).

AMERESCO, INC. Incentive Stock Option Agreement Granted Under 2000 Stock Incentive Plan
Incentive Stock Option Agreement • March 31st, 2010 • Ameresco, Inc.
FOURTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • July 1st, 2019 • Ameresco, Inc. • Construction - special trade contractors • New York
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT dated as of June 10, 2008 among AMERESCO, INC., as Borrower, THE GUARANTORS PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, and BANK OF AMERICA, N.A. as Administrative Agent
Credit and Security Agreement • May 28th, 2010 • Ameresco, Inc. • Construction - special trade contractors • Massachusetts

THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT dated as of June 10, 2008 (this “Agreement”) is by and among AMERESCO, INC., a Delaware corporation, as borrower, THE GUARANTORS PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, and BANK OF AMERICA, N.A., as Administrative Agent.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 21st, 2010 • Ameresco, Inc. • Construction - special trade contractors • Delaware

This Agreement is made as of the [ ] day of [ ] 2010, by and between Ameresco, Inc., a Delaware corporation (the “Corporation), and [ ] (the “Indemnitee”), a non-employee director of the Corporation.

AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • November 8th, 2013 • Ameresco, Inc. • Construction - special trade contractors • Massachusetts

This AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is dated as of August 28, 2013 (this “Amendment”), among AMERESCO, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO (the "Guarantors" and collectively with the Borrower, the "Credit Parties"), THE LENDERS PARTY HERETO (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent (the “Agent”).

FIRST AMENDMENT TO LEASE
Lease • March 31st, 2010 • Ameresco, Inc. • Massachusetts

This First Amendment to Lease (the “First Amendment”) is dated as of November ___, 2001 by and between BCIA New England Holdings LLC, a Delaware limited liability company (“Landlord”) and Ameresco, Inc. (“Tenant”).

Contract
Credit Agreement • May 2nd, 2023 • Ameresco, Inc. • Construction - special trade contractors
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT dated as of June 10, 2008 among AMERESCO, INC., as Borrower, THE GUARANTORS PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, and BANK OF AMERICA, N.A. as Administrative Agent
Credit and Security Agreement • March 31st, 2010 • Ameresco, Inc. • Massachusetts

THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT dated as of June 10, 2008 (this “Agreement”) is by and among AMERESCO, INC., a Delaware corporation, as borrower, THE GUARANTORS PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, and BANK OF AMERICA, N.A., as Administrative Agent.

VIA OVERNIGHT DELIVERY December 17, 2018
Ameresco, Inc. • December 20th, 2018 • Construction - special trade contractors • Massachusetts

We appreciate your contributions to Ameresco, Inc. (“the Company”) during your tenure as the Company’s Executive Vice President and Chief Financial Officer. Now, you have resigned your position to pursue opportunities outside of the Company, while offering to provide transition services. This letter agreement outlines the terms of your separation from the Company.

AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • November 1st, 2016 • Ameresco, Inc. • Construction - special trade contractors • Massachusetts

This AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is dated as of July 27, 2016 (this “Amendment”), among AMERESCO, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO (the "Guarantors" and collectively with the Borrower, the "Loan Parties"), THE LENDERS PARTY HERETO (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent (the “Agent”).

AMERESCO, INC. Director Stock Option Agreement Granted Under 2020 Stock Incentive Plan
Stock Option Agreement • August 5th, 2020 • Ameresco, Inc. • Construction - special trade contractors
AMERESCO, INC. Director Stock Option Agreement Granted Under 2010 Stock Incentive Plan
Ameresco, Inc. • June 21st, 2010 • Construction - special trade contractors
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STOCKHOLDER AGREEMENT
Stockholder Agreement • March 31st, 2010 • Ameresco, Inc. • Delaware

WHEREAS, Byrne is the holder of 666,667 shares of the Common Stock and a warrant (“Byrne Warrant”) exercisable for an aggregate of up to 30,000 shares of the Common Stock at a purchase price of $0.01 per share;

AMERESCO, INC. Incentive Stock Option Agreement Granted Under 2010 Stock Incentive Plan
Incentive Stock Option Agreement • June 21st, 2010 • Ameresco, Inc. • Construction - special trade contractors
AMERESCO, INC. EMPLOYMENT AGREEMENT
Employment Agreement • June 21st, 2010 • Ameresco, Inc. • Construction - special trade contractors • Massachusetts

THIS EMPLOYMENT AGREEMENT (the “Agreement”) made as of the ___ day of ___, 2010, is entered into by Ameresco, Inc., a Delaware corporation (the “Company”), and (the “Employee”).

AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • March 17th, 2014 • Ameresco, Inc. • Construction - special trade contractors • Massachusetts

This AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is dated as of November 6, 2013 (this “Amendment”), among AMERESCO, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO (the "Guarantors" and collectively with the Borrower, the "Credit Parties"), THE LENDERS PARTY HERETO (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent (the “Agent”).

SECOND AMENDMENT TO LEASE AND EXPANSION AGREEMENT
Lease and Expansion Agreement • March 31st, 2010 • Ameresco, Inc. • Massachusetts

This Second Amendment to Lease and Expansion Agreement (the “Second Amendment”) is dated as of April 8, 2005 by and between BCIA New England Holdings LLC, a Delaware limited liability company (“Landlord”) and Ameresco, Inc., a Delaware corporation (“Tenant”).

Ameresco, Inc. Restricted Stock Agreement Granted Under 2000 Stock Incentive Plan
Restricted Stock Agreement • March 31st, 2010 • Ameresco, Inc. • Delaware
FIFTH AMENDMENT TO LEASE
Lease • March 15th, 2012 • Ameresco, Inc. • Construction - special trade contractors

THIS FIFTH AMENDMENT TO LEASE (“Amendment”) is dated for reference as of August 31, 2011, is made by and between RREEF AMERICA REIT III‑Z1 LLC, a Delaware limited liability company (“Landlord”), successor in interest to BCIA New England Holdings LLC (“BCIA”), a Delaware limited liability company, and AMERESCO, INC., a Delaware corporation (“Tenant”).

AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • May 2nd, 2017 • Ameresco, Inc. • Construction - special trade contractors • Massachusetts

This AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is dated as of March 2, 2017 (this “Amendment”), among AMERESCO, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO (the "Guarantors" and collectively with the Borrower, the "Loan Parties"), THE LENDERS PARTY HERETO (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent (the “Agent”).

AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • May 5th, 2020 • Ameresco, Inc. • Construction - special trade contractors • New York

This AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is dated as of March 31, 2020 (this “Amendment”), among AMERESCO, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO (the “Guarantors” and collectively with the Borrower, the “Loan Parties”), THE LENDERS PARTY HERETO (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent (the “Agent”).

THIRD AMENDMENT TO LEASE
Lease • March 31st, 2010 • Ameresco, Inc.

THIS THIRD AMENDMENT TO LEASE (“Amendment”) is entered into, and is effective for all purposes as of April 17, 2007, by and between RREEF AMERICA REIT III-Z1 LLC, a Delaware limited liability company (“Landlord”), successor in interest to BCIA New England Holdings LLC (“BCIA”), a Delaware limited liability company, and AMERESCO, INC., a Delaware corporation (“Tenant”).

AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • August 9th, 2016 • Ameresco, Inc. • Construction - special trade contractors • Massachusetts

This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is dated as of May 4, 2016 (this “Amendment”), among AMERESCO, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO (the "Guarantors" and collectively with the Borrower, the "Loan Parties"), THE LENDERS PARTY HERETO (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent (the “Agent”).

AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • May 9th, 2014 • Ameresco, Inc. • Construction - special trade contractors • Massachusetts

This AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is dated as of March 12, 2014 (this “Amendment”), among AMERESCO, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO (the "Guarantors" and collectively with the Borrower, the "Credit Parties"), THE LENDERS PARTY HERETO (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent (the “Agent”).

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