AGREEMENT AND PLAN OF MERGERMerger Agreement • June 30th, 2017 • Enel Green Power North America, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 21, 2017, by and among: ENEL GREEN POWER NORTH AMERICA, INC., a Delaware corporation (“Parent”); PINE MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”); ENEL S.P.A., an Italian joint-stock company and the parent of Parent (the “Guarantor”) (solely for the purposes of Section 9.11 hereof); and ENERNOC, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 30th, 2017 • Enel Green Power North America, Inc. • Services-computer programming, data processing, etc. • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 21, 2017, is entered into by and among Enel Green Power North America Inc., a Delaware corporation (“Parent”), Pine Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below). Additionally, the terms “business day” and “subsidiary” shall have the respective meanings ascribed to such terms in the Merger Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • June 30th, 2017 • Enel Green Power North America, Inc. • Services-computer programming, data processing, etc.
This Joint Filing Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
