AGREEMENT AND PLAN OF MERGER BY AND AMONG ENERNOC, INC., M2M MERGER SUB, INC., M2M COMMUNICATIONS CORPORATION, STEVEN L. HODGES, AS STOCKHOLDER REPRESENTATIVE, AND THE STOCKHOLDERS Dated as of January 21, 2011Merger Agreement • May 5th, 2011 • Enernoc Inc • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 21st day of January, 2011 by and among EnerNOC, Inc., a Delaware corporation (the “Parent”), M2M Merger Sub, Inc., an Idaho corporation and a wholly-owned subsidiary of the Parent (“Merger Sub”), M2M Communications Corporation, an Idaho corporation (the “Company”), the parties identified on the signature page hereto as “Stockholders”, and Steven L. Hodges, in his capacity as the representative of the Stockholders. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in Article 12.
February 10, 2011 BY ELECTRONIC DELIVERY Darren Brady 12918 195th Place NE Woodinville, WA 98077 Re: Separation from Service Dear Darren:Separation Agreement • May 5th, 2011 • Enernoc Inc • Services-computer programming, data processing, etc.
As we have discussed, this letter confirms your separation from service at EnerNOC (the “Company”). Your final date of employment shall be Friday, February 11, 2011 (the “Separation Date”). This letter (the “Agreement”) serves as the release and waiver of claims required for severance compensation and benefits under the Severance Agreement between you and the Company dated January 22, 2008 (the “Severance Agreement”), attached hereto as Exhibit A, and confirms the agreement between you and the Company concerning the terms of your separation, as follows:
