0001047469-07-003597 Sample Contracts

EnerNOC, INC. Common Stock UNDERWRITING AGREEMENT
Enernoc 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

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INDEMNIFICATION AGREEMENT
Indemnification 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").

FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor 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").

RESTRICTED STOCK AGREEMENT ENERNOC, INC.
Enernoc Inc • May 3rd, 2007 • Services-business services, nec • Delaware

WHEREAS, the Company has adopted the EnerNOC, Inc. 2007 Employee, Director and Consultant Stock Plan (the "Plan") to promote the interests of the Company by providing an incentive for employees, directors and consultants of the Company or its Affiliates;

NON-QUALIFIED STOCK OPTION AGREEMENT ENERNOC, INC.
Qualified Stock Option Agreement • May 3rd, 2007 • Enernoc Inc • Services-business services, nec • 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");

INCENTIVE STOCK OPTION AGREEMENT ENERNOC, INC.
Incentive Stock Option Agreement • May 3rd, 2007 • Enernoc Inc • Services-business services, nec • Delaware

AGREEMENT made as of the day of 200 , between EnerNOC, Inc. (the "Company"), a Delaware corporation and , an employee of the Company (the "Employee").

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