0001104659-09-047666 Sample Contracts

UNDERWRITING AGREEMENT EnerNOC, Inc. 3,750,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • August 6th, 2009 • Enernoc Inc • Instruments for meas & testing of electricity & elec signals • New York

The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with EnerNOC, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

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