AGREEMENT To Provide Software and Support for a Reverse Energy Auction Procurement To the Maryland Department of General ServicesService Agreement • September 26th, 2006 • World Energy Solutions, Inc. • Services-business services, nec • Maryland
TENANT'S NOTICE ADDRESS: 446 Main Street Worcester, Massachusetts 01608Lease Agreement • August 11th, 2006 • World Energy Solutions, Inc. • District of Columbia
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 5th, 2014 • World Energy Solutions, Inc. • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2014 between World Energy Solutions, Inc., a Delaware corporation (the “Company”), and , an individual (“Indemnitee”).
No. W-1 Right to Purchase up to 3,000,000 Shares of Voting Common Stock of World Energy Solutions, Inc. WORLD ENERGY SOLUTIONS, INC. VOTING COMMON STOCK PURCHASE WARRANT WORLD ENERGY SOLUTIONS, INC., a Delaware corporation (the "Company"), hereby...Warrant Agreement • August 11th, 2006 • World Energy Solutions, Inc.
Exhibit 1.1 WORLD ENERGY SOLUTIONS, INC. SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2006 • World Energy Solutions, Inc. • Services-business services, nec • Ontario
CONTRACT MONTGOMERY COUNTY CONTRACT NO. 6506100014Contract • November 7th, 2006 • World Energy Solutions, Inc. • Services-business services, nec • Puerto Rico
BY AND AMONGRegistration Rights Agreement • October 25th, 2006 • World Energy Solutions, Inc. • Services-business services, nec • New York
WORLD ENERGY SOLUTIONS, INC.Subordinated Note • August 11th, 2006 • World Energy Solutions, Inc.
This Note is issued pursuant to and is entitled to the benefits of the Agreement, and each holder of this Note, by his acceptance hereof, agrees to be bound by the provisions of the Agreement, including, without limitation, that (i) this Note is subject to prepayment, in whole or in part, as specified in said Agreement, (ii) the principal of and interest on this Note is subordinated to Senior Debt, as defined in the Agreement and (iii) in case of an Event of Default, as defined in the Agreement, the principal of this Note may become or may be declared due and payable in the manner and with the effect provided in the Agreement.
LEASE Between SOVEREIGN BANK andLease • August 11th, 2006 • World Energy Solutions, Inc. • Massachusetts
OFWarrant Agreement • October 25th, 2006 • World Energy Solutions, Inc. • Services-business services, nec • New York
ContractWarrant Agreement • October 4th, 2012 • World Energy Solutions, Inc. • Services-business services, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ESCROW AGREEMENTEscrow Agreement • October 25th, 2006 • World Energy Solutions, Inc. • Services-business services, nec • Ontario
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 8th, 2008 • World Energy Solutions, Inc. • Services-business services, nec • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date among 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 One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), WORLD ENERGY SOLUTIONS, INC., a Delaware corporation with offices located at 446 Main Street, Worcester, Massachusetts 01608, and WORLD ENERGY SECURITIES CORP., a Massachusetts securities corporation with offices located at 446 Main Street, Worcester, Massachusetts 01608 (individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AGREEMENT AND PLAN OF MERGER among WORLD ENERGY SOLUTIONS, INC. WOLF MERGER SUB CORPORATION and ENERNOC, INC. dated as of November 4, 2014Merger Agreement • November 5th, 2014 • World Energy Solutions, Inc. • Services-business services, nec • 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.
WORLD ENERGY SOLUTIONS, INC. Restricted Stock AgreementRestricted Stock Agreement • November 19th, 2014 • World Energy Solutions, Inc. • Services-business services, nec • Delaware
World Energy Solutions, Inc. (the “Company”) has selected you to receive the restricted stock award described above, which is subject to the provisions of the Company’s 2006 Stock Incentive Plan (the “Plan”) and the terms and conditions contained in this Restricted Stock Agreement. Please confirm your acceptance of this restricted stock award and of the terms and conditions of this Agreement by signing a copy of this Agreement where indicated below.
ASSET PURCHASE AGREEMENT dated May 23, 2007 by and among World Energy Solutions, Inc., EnergyGateway, LLC and all of the Members of EnergyGateway, LLCAsset Purchase Agreement • May 24th, 2007 • World Energy Solutions, Inc. • Services-business services, nec • Massachusetts
This Asset Purchase Agreement is entered into as of May 23, 2007 by and among World Energy Solutions, Inc., a Delaware corporation (the “Buyer”), EnergyGateway, LLC, an Ohio limited liability company (the “Seller”) and the members of Seller (the “Members”).
AMENDMENT No. 1 TO ASSET PURCHASE AGREEMENT AND PROMISSORY NOTEAsset Purchase Agreement and Promissory Note • November 3rd, 2011 • World Energy Solutions, Inc. • Services-business services, nec
This Amendment No. 1 (the “Amendment No. 1”) to the Asset Purchase Agreement and the Promissory Note is made and entered into between World Energy Solutions, Inc., a Delaware corporation (the “Buyer”), and Northeast Energy Solutions, LLC, a Connecticut limited liability company (the “Seller”) (together with World Energy, the “Parties”) as of October 20, 2011. Capitalized terms used herein have the respective meanings ascribed thereto in the Asset Purchase Agreement dated October 13, 2011 unless otherwise defined herein.
SECOND LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 22nd, 2011 • World Energy Solutions, Inc. • Services-business services, nec
This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 8, 2011, by and between (i) 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 (ii) WORLD ENERGY SOLUTIONS, INC., a Delaware corporation with offices located at 446 Main Street, Worcester, Massachusetts 01608, and WORLD ENERGY SECURITIES CORP., a Massachusetts securities corporation with offices located at 446 Main Street, Worcester, Massachusetts 01608 (individually and collectively, jointly and severally, “Borrower”).
FIRST LOAN MODIFICATION AGREEMENTLoan Modification Agreement • October 6th, 2009 • World Energy Solutions, Inc. • Services-business services, nec
This First Loan Modification Agreement (this “First Loan Modification Agreement”) is entered into as of September 30, 2009, by and between (i) 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 One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and (ii) WORLD ENERGY SOLUTIONS, INC., a Delaware corporation with offices located at 446 Main Street, Worcester, Massachusetts 01608, and WORLD ENERGY SECURITIES CORP., a Massachusetts securities corporation with offices located at 446 Main Street, Worcester, Massachusetts 01608 (individually and collectively, jointly and severally, “Borrower”).
INDEXNote and Warrant Purchase Agreement • August 11th, 2006 • World Energy Solutions, Inc. • Massachusetts
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 4th, 2010 • World Energy Solutions, Inc. • Services-business services, nec • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of June ___, 2009, between World Energy Solutions, Inc., a Delaware corporation (the “Company”), and the Purchaser(s) named on the signature page to this Agreement (the “Purchaser”). The Company and the Purchaser may hereinafter be referred to collectively as the “Parties” or individually as a “Party.” Except as otherwise indicated in this Agreement, capitalized terms used herein shall have the meaning as defined in Exhibit A attached to this Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • January 6th, 2014 • World Energy Solutions, Inc. • Services-business services, nec
THIS SUBORDINATION AGREEMENT is entered into among WORLD ENERGY SOLUTIONS, INC., a Delaware corporation, (“Borrower”), whose address is 446 Main Street, Worcester, Massachusetts 01608; Commerce Bank & Trust Company (“Lender”), a Massachusetts banking corporation whose address is 386 Main Street, Worcester, Massachusetts 01608; and Massachusetts Capital Resource Company (“Creditor”), whose address is 420 Boylston Street, Boston, Massachusetts 02116. As of the date of this Agreement, Borrower is or will be indebted to Creditor and Lender. Borrower and Creditor each want Lender to provide financial accommodations to Borrower in the form of (a) new credit or loan advances, (b) an extension of time to pay or other compromises regarding all or part of Borrower’s present indebtedness to Lender, or (c) other benefits to Borrower. Borrower and Creditor each represent and acknowledge to Lender that Creditor will benefit as a result of these financial accommodations from Lender to Borrower, and C
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 13th, 2013 • World Energy Solutions, Inc. • Services-business services, nec • Massachusetts
This Employment Agreement is made as of February 7, 2013, by and between Philip V. Adams, a resident of, Concord, Massachusetts (the “Executive”), and World Energy Solutions, Inc. (the “Company”).
FIFTH LOAN MODIFICATION AND WAIVER AGREEMENTLoan Modification Agreement • May 14th, 2013 • World Energy Solutions, Inc. • Services-business services, nec
This Fifth Loan Modification and Waiver Agreement (this “Loan Modification Agreement”) is entered into as of May 13, 2013 (the “Fifth Loan Modification Effective Date”), by and between (i) 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 (ii) WORLD ENERGY SOLUTIONS, INC., a Delaware corporation with offices located at 100 Front Street, Worcester, Massachusetts 01608, and WORLD ENERGY SECURITIES CORP., a Massachusetts securities corporation with offices located at 100 Front Street, Worcester, Massachusetts 01608 (individually and collectively, jointly and severally, “Borrower”).
Second Amendment of Consulting AgreementConsulting Agreement • July 5th, 2007 • World Energy Solutions, Inc. • Services-business services, nec
This Second Amendment (the “Amendment”) to the Consulting Agreement dated January 5, 2007, between World Energy Solutions, Inc. (“World Energy Solutions”) and Patrick Bischoff (the “Consultant”) (the “Agreement”), as amended, is entered into as of July 5, 2007 (“Second Amendment Effective Date”).
Third Amendment of Consulting AgreementConsulting Agreement • October 12th, 2007 • World Energy Solutions, Inc. • Services-business services, nec
This Third Amendment (the “Amendment”) to the Consulting Agreement dated January 5, 2007, between World Energy Solutions, Inc. (“World Energy Solutions”) and Patrick Bischoff (the “Consultant”) (the “Agreement”), as amended, is entered into as of October 9, 2007 (“Third Amendment Effective Date”).
FOURTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • October 4th, 2012 • World Energy Solutions, Inc. • Services-business services, nec
This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of October 3, 2012 (the “Fourth Loan Modification Effective Date”), by and between (i) 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 (ii) WORLD ENERGY SOLUTIONS, INC., a Delaware corporation with offices located at 100 Front Street, Worcester, Massachusetts 01608, and WORLD ENERGY SECURITIES CORP., a Massachusetts securities corporation with offices located at 100 Front Street, Worcester, Massachusetts 01608 (individually and collectively, jointly and severally, “Borrower”).
March 28, 2006 Mr. Walter Quade Director, Procurement Department of General Services Bureau of Procurement 555 Walnut Street, 6th Floor Harrisburg, Pennsylvania 17108 Re: Emergency Purchase/Interim Agreement by and between the Commonwealth of...Emergency Purchase/Interim Agreement • September 26th, 2006 • World Energy Solutions, Inc. • Services-business services, nec
Mr. Walter Quade Director, Procurement Department of General Services Bureau of Procurement 555 Walnut Street, 6th Floor Harrisburg, Pennsylvania 17108
CONTRACT PURCHASE AGREEMENTContract Purchase Agreement • September 14th, 2011 • World Energy Solutions, Inc. • Services-business services, nec • Massachusetts
This Contract Purchase Agreement is entered into as of September 13, 2011 by and between World Energy Solutions, Inc., a Delaware corporation (the “Buyer”), and Co-eXprise, Inc., a Delaware corporation (the “Seller”).
SETTLEMENT AND STANDSTILL AGREEMENTSettlement Agreement • March 13th, 2014 • World Energy Solutions, Inc. • Services-business services, nec • Delaware
This SETTLEMENT AND STANDSTILL AGREEMENT made and entered into on this 11th day of March 2014 (this “Agreement”) by and among World Energy Solutions, Inc., a Delaware corporation (the “Company”), and the persons identified on Schedule A (collectively, the “Ardsley Group”, and each individually, a “member” of the Ardsley Group) and effective on the date hereof.
WAIVER AND AMENDMENTNote Purchase Agreement • March 31st, 2014 • World Energy Solutions, Inc. • Services-business services, nec • Massachusetts
This WAIVER AND AMENDMENT (this “Amendment”), is entered into as of March 27, 2014 (subject to the satisfaction of the conditions set forth in Section 4 below, the “Effective Date”), by and between World Energy Solutions, Inc., a Delaware corporation (the “Company”), and Massachusetts Capital Resource Company (the “Purchaser”).
ASSET PURCHASE AGREEMENT Dated October 3, 2012 by and between World Energy Solutions, Inc. and Northeast Energy Partners, LLC and its MembersAsset Purchase Agreement • October 4th, 2012 • World Energy Solutions, Inc. • Services-business services, nec • Massachusetts
This Asset Purchase Agreement (“Agreement”) is entered into as of October 3, 2012 by and among World Energy Solutions, Inc., a Delaware corporation (the “Buyer”), and Northeast Energy Partners, LLC, a Connecticut limited liability company (the “Seller”) and John Hardy, Thomas Lockwood and Lora Monroe, being all of the members of the Seller (the “Members”), jointly and only with respect to certain sections of this Agreement. This Agreement contemplates a transaction in which the Buyer will purchase substantially all of the assets and assume none of the liabilities of Seller except as described in this Agreement.
TERM NOTETerm Note • January 6th, 2014 • World Energy Solutions, Inc. • Services-business services, nec
FOR VALUE RECEIVED, the undersigned, WORLD ENERGY SOLUTIONS, INC., a Delaware corporation with its principal place of business at 100 Front Street, 20th Floor, Worcester, Massachusetts 01608 (the “Borrower”), hereby promises to pay to
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 17th, 2011 • World Energy Solutions, Inc. • Services-business services, nec • Massachusetts
This Asset Purchase Agreement is entered into as of October 13, 2011 by and among World Energy Solutions, Inc., a Delaware corporation (the “Buyer”), Northeast Energy Solutions, LLC, a Connecticut limited liability company (the “Seller”), and Robert Boissonneault, Michael Santangelo, and Richard Galipeau, being all of the members of the Seller (the “Members,” and together with the Seller, the “Selling Parties”).
EXHIBIT 10.6 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH WARRANT IS REGISTERED UNDER SUCH ACT OR AN OPINION OF...Common Stock Purchase Warrant • August 11th, 2006 • World Energy Solutions, Inc. • Massachusetts
