0001047469-07-000966 Sample Contracts

EnerNOC, INC. STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • February 12th, 2007 • Enernoc Inc • Delaware

This STOCK REPURCHASE AGREEMENT is entered into as of this 17th day of June, 2003 (the "Effective Date") by and between EnerNOC, Inc., a Delaware corporation (the "Company"), and Timothy G. Healy (the "Founder").

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THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • February 12th, 2007 • Enernoc Inc • Delaware

This THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered into as of December 29, 2006 by and among (i) EnerNOC, Inc., a Delaware corporation (the "Company"); and (ii) the individuals and entities listed under the heading "Investors" on the signature pages hereto and each person who shall, after the date hereof, acquire shares of Preferred Stock and join in and become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in the form of Schedule I hereto (the "Investors").

EnerNOC Letterhead]
Employment Agreement • February 12th, 2007 • Enernoc Inc • Massachusetts

This letter is to confirm our understanding with respect to your continued employment by EnerNOC, Inc. (the "Company"). In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed, effective November 9, 2006, as follows:

ENERNOC, INC. Incentive Stock Option Agreement
Incentive Stock Option Agreement • February 12th, 2007 • Enernoc Inc • Massachusetts

This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.

Contract
Common Stock Purchase Warrant • February 12th, 2007 • Enernoc Inc • California

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT'), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

ENERNOC, INC. SEVERANCE AGREEMENT
Severance Agreement • February 12th, 2007 • Enernoc Inc • Massachusetts

This Severance Agreement is made as of the 7th day of February, 2007 by and between EnerNOC, Inc., a Delaware corporation (the "Company"), and ________________ (the "Employee").

EMPLOYMENT AGREEMENT
Employment Agreement • February 12th, 2007 • Enernoc Inc • Massachusetts

THIS EMPLOYMENT AGREEMENT ("Agreement"), effective as of the effective date ("Effective Date") specified in Schedule A attached hereto, is by and between EnerNOC, Inc., a Delaware corporation with a principal place of business at One Faneuil Hall Marketplace, 3rd Floor, Boston, Massachusetts 02109 ("Employer") and Thomas E. Atkins ("Employee").

Contract
Incentive Stock Option Agreement • February 12th, 2007 • Enernoc Inc • Massachusetts

Exhibit 10.12: Form of Amendment to Incentive Stock Option Agreement by and between EnerNOC, Inc. and the individuals listed below.

SUBLEASE AGREEMENT
Sublease Agreement • February 12th, 2007 • Enernoc Inc

This Sublease Agreement (this "Agreement") dated as of October 3, 2005 (the "Effective Date") is entered into by and between Amdocs, Inc., a Delaware corporation ("Sublessor") and EnerNOC, Inc., a Delaware corporation ("Subtenant").

MEMBERSHIP INTEREST PURCHASE AGREEMENT among ENERNOC, INC., PINPOINT POWER DR LLC, PINPOINT POWER LLC and TOM ATKINS
Membership Interest Purchase Agreement • February 12th, 2007 • Enernoc Inc • Massachusetts

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is entered into as of this 24th day of June, 2004 (the "Execution Date") by and among EnerNOC, Inc., a Delaware corporation, having an address of One Faneuil Hall Marketplace, 3rd Floor, Boston, Massachusetts 02109 (the "Buyer"), Pinpoint Power DR LLC, a Massachusetts limited liability company ("Target"), Pinpoint Power LLC, a Massachusetts limited liability company, having an address of 1040 Great Plain Avenue, Second Floor, Needham, MA 02492 (the "Seller") and Thomas E. Atkins ("Atkins"). Each of the Parties hereto is sometimes referred to individually as a "Party" and together as the "Parties".

LOAN AND SECURITY AGREEMENT No. V06402
Loan and Security Agreement • February 12th, 2007 • Enernoc Inc • Illinois

This Loan and Security Agreement (this "Loan Agreement"), made as of November 20, 2006 by and between Ritchie Capital Finance, L.L.C. ("Lender"), a Delaware limited liability company with its principal place of business at 2100 Enterprise Avenue, Geneva, Illinois 60134, and EnerNOC, Inc. ("Borrower"), a Delaware corporation with its principal place of business at 75 Federal Street, Suite 300, Boston, Massachusetts 02110.

ENERNOC, INC. Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • February 12th, 2007 • Enernoc Inc • Massachusetts

This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.

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