0000950123-10-030934 Sample Contracts

AMERESCO, INC. Incentive Stock Option Agreement Granted Under 2000 Stock Incentive Plan
Incentive Stock Option Agreement • March 31st, 2010 • Ameresco, Inc.
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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”).

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.

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;

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
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”).

AMERESCO, INC. Nonstatutory Stock Option Agreement Granted Under 2000 Stock Incentive Plan
Nonstatutory Stock Option Agreement • March 31st, 2010 • Ameresco, Inc.
LEASE BETWEEN AMERESCO, INC., AS TENANT AND BCIA NEW ENGLAND HOLDINGS LLC, AS LANDLORD POINT WEST PLACE, FRAMINGHAM, MASSACHUSETTS
Lease Agreement • March 31st, 2010 • Ameresco, Inc.

THIS LEASE is dated as of November 20, 2000, between the Landlord and the Tenant named below, and is of space in the Building described below.

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