1.2 Settlement. Until such time as aggregate gross proceeds received by the Companyfrom the Purchaser and the Other Purchasers are at least [$                    ], such proceeds shall bedeposited in a segregated non-interest bearing account at the Company’s primary bankinginstitution. Settlement of the transactions contemplated in this Agreement (the “Settlement”) willoccur only on or after the date that the aggregate gross proceeds received by the Company from thePurchaser and the Other Purchasers totals [$                    ], take place at the offices of the Companyat such time and on such date as the Parties may mutually agree, but in no event later than                    , 2009 (the “Settlement Date”). At the Settlement, the Company will issue to Purchaserthe Shares and deliver to Purchaser certificates for the shares of Common Stock duly registered inthe name of Purchaser. If on the Settlement Date the Company shall not have received aggregategross proceeds from the Purchaser and the Other Purchasers as contemplated herein, the offeringwill terminate and subscription funds shall be promptly returned to the Purchaser, without interestor deduction.**ARTICLE II****RESTRICTIONS ON TRANSFERABILITY**The Shares shall not be transferred before satisfaction of the conditions specified in thisArticle II, which conditions are intended to ensure compliance with the provisions of theSecurities Act and applicable state securities laws with respect to the transfer of any Shares.Purchaser, by entering into this Agreement and accepting the Shares, agree to be bound by theprovisions of this Article II.2.1 Restrictive Legend. Except as otherwise provided in this Article II, eachcertificate representing shares of Common Stock shall be stamped or otherwise imprinted with alegend in substantially the following form:“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATESECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS A REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AT THE TIME OF SALE OR THE HOLDERSUBMITS AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT ANEXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE SECURITIESLAWS, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, IS AVAILABLE. SUCHSECURITIES ARE SUBJECT TO THE RESTRICTIONS AND PRIVILEGES SPECIFIED IN THE COMMONSTOCK PURCHASE AGREEMENT, DATED AS OF JUNE ___, 2009, BETWEEN WORLD ENERGYSOLUTIONS, INC. AND THE PURCHASER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OFWORLD ENERGY SOLUTIONS, INC. AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDERHEREOF UPON WRITTEN REQUEST. THE HOLDER OF THIS CERTIFICATE AGREES TO BE BOUND BYTHE TERMS AND CONDITIONS OF SUCH COMMON STOCK PURCHASE AGREEMENT.”
 
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2.2 Transfers. The Purchaser agrees that it will not sell, transfer or otherwisedispose of any shares of restricted Common Stock, in whole or in part, except pursuant to aneffective registration statement under the Securities Act, or unless the Purchaser submits anopinion of counsel reasonably satisfactory to the Company and its counsel that an exemption fromregistration exists thereunder. Each certificate, if any, evidencing such shares of restrictedCommon Stock issued upon such transfer shall bear the restrictive legend set forth in Section 2.1,unless in the written opinion of the transferee’s or Purchaser’s counsel delivered to the Companyin connection with such transfer (which opinion shall be reasonably satisfactory to the Company)such legend is not required in order to ensure compliance with the Securities Act.2.3 Termination of Restrictions. The restrictions imposed by this Article II upon thetransferability of the restricted Common Stock and the legend requirement of Section 2.1 shallterminate as to any particular share (i) when and so long as such security shall have beenregistered under the Securities Act and disposed of pursuant thereto, or (ii) when the Purchaserthereof shall have delivered to the Company the written opinion of counsel to such Purchaser, whichopinion shall be reasonably satisfactory to the Company, stating that such legend is not requiredin order to ensure compliance with the Securities Act. Whenever the restrictions imposed by thisArticle II shall terminate as to any restricted Common Stock, as herein above provided, thePurchaser thereof shall be entitled to receive from the Company, at the expense of the Company, anew certificate representing such Common Stock, not bearing the restrictive legend set forth inSection 2.1.**ARTICLE III****REPRESENTATIONS AND WARRANTIES OF THE COMPANY**As a material inducement to the Purchaser entering into this Agreement and purchasing theShares, the Company represents and warrants to the Purchaser, which representation and warrantyshall be true and correct as of the date signed by the Purchaser and as of the date of theSettlement, as follows:3.1 Corporate Status. The Company is a corporation duly incorporated, validlyexisting and in good standing under the laws of the State of Delaware. The Company has allrequisite corporate power and authority to own or lease, as the case may be, its properties and tocarry on its business as now conducted. The Company is qualified or licensed to conduct businessin all jurisdictions where its ownership or lease of property and the conduct of its or theirbusiness requires such qualification or licensing, except to the extent that failure to so qualifyor be licensed would not have a Material Adverse Effect on the Company. There is no pending, or tothe knowledge of the Company threatened, proceeding for the dissolution or liquidation or involvingthe insolvency of the Company.3.2 Corporate Power and Authority. The Company has the corporate power and authorityto execute and deliver this Agreement and the Shares, to perform its obligations hereunder andconsummate the transactions contemplated hereby and thereby. The Companyhas taken all necessary corporate action to authorize the execution, delivery and performanceof this Agreement, the Shares and the transactions contemplated hereby and thereby.
 
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3.3 Enforceability. This Agreement has been duly executed and delivered by theCompany and constitutes a legal, valid and binding obligation of the Company, enforceable againstthe Company in accordance with its terms, except as the same may be limited by applicablebankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement ofcreditors’ rights generally and general equitable principles regardless of whether suchenforceability is considered in a proceeding at law or in equity.3.4 Non-Contravention and No Violation. The Company is not in violation of or defaultunder, nor will the execution and delivery by the Company of this Agreement, the consummation ofthe transactions contemplated hereby and thereby, and the compliance by the Company with the termsand provisions hereof and thereof, (a) result in a violation or breach of, or constitute, with thegiving of notice or lapse of time, or both, a material default (or give rise to any right oftermination, cancellation or acceleration) under, any of the terms, conditions or provisions of anyContract to which the Company is a party or by which the Company or any material portion of theCompany’s properties or assets may be bound, (b) violate any Requirement of Law applicable to theCompany or any material portion of the Company’s properties or assets, or (c) result in theimposition of any Lien upon any of the properties or assets of the Company, or conflict with theCompany’s Articles of Incorporation or Bylaws or under any indenture, mortgage Contract orinstrument to which the Company is a party, except where any of the foregoing would not have aMaterial Adverse Effect on the Company.3.5 Consents/Approvals. No consent, approval, waiver or other action by any Personunder any Contract to which the Company is a party, or by which any of their respective propertiesor assets are bound, is required or necessary for the execution, delivery or performance by theCompany of this Agreement and the consummation of the transactions contemplated hereby, exceptwhere the failure to obtain such consents, filings, authorizations, approvals or waivers or makesuch filings would not have a Material Adverse Effect on the Company.3.6 Capitalization. The authorized capital stock of the Company consists of15,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. As of June ___, 2009,the Company had outstanding [8,517,305] shares of Common Stock, all of which were duly authorized,validly issued, fully paid and non-assessable and had no outstanding shares of Preferred Stock.Except (a) as contemplated by this Agreement, and (b) as disclosed on Schedule 3.6, theCompany has (x) no rights, options, warrants, convertible securities, subscription rights or otheragreements, calls, plans, contracts or commitments of any kind relating to the issued and unissuedcapital stock of, or other equity interest in, the Company outstanding or authorized, (y) theconsummation of the transactions consummated by this Agreement will not cause any anti-dilutionadjustments to be made to any of the Company’s outstanding securities and (z) no contractualobligations of the Company to repurchase, redeem or otherwise acquire any shares of the CompanyCommon Stock. Upon delivery to the Purchaser of the certificates representing the shares of CommonStock and payment of the Purchase Price, the Purchaser will acquire good, valid and marketabletitle, subject to the limitations on marketability contained in this Agreement or imposed pursuantto the Securities Act, to and beneficial and record ownership of the Shares, and the shares of Common Stock will be validlyissued, fully paid and non-assessable.
 
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3.7 SEC Reports. Since November 8, 2006, the Company has made all filings (the “SECReports”) required to be made by it under the Securities Act and the Securities Exchange Act of1934, as amended (the “Exchange Act”). The SEC Reports, when filed, complied in all materialrespects with all applicable requirements of the Securities Act and the Exchange Act and thesecurities laws, rules and regulations of any state and pursuant to any Requirements of Law. Tothe best of the Company’s knowledge, the SEC Reports, when filed, did not contain an untruestatement of a material fact or omit to state a material fact required to be stated therein ornecessary in order to make the statements made therein, in light of the circumstances under whichthey were made, not misleading. The Company has made accessible to Purchaser true, accurate andcomplete copies of the SEC Reports which were filed with the SEC since January 1, 2009.3.8 Financial Statements. Each of the balance sheets included in the SEC Reports(including any related notes and schedules) fairly presents in all material respects the financialposition of the Company as of its date, and each of the other financial statements included in theSEC Reports (including any related notes and schedules) fairly presents in all material respectsthe results of operations or other information therein of the Company for the periods or as of thedates therein set forth in accordance with GAAP consistently applied and, where applicable, therules of the SEC and the Public Company Accounting Oversight Board, during the periods involved(except that the interim reports are subject to normal recording adjustments which might berequired as a result of year-end audit and except as otherwise stated therein).3.9 Sarbanes-Oxley; Internal Accounting Controls. The Company is in materialcompliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as ofthe date of this Agreement. The Company has established disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosurecontrols and procedures to ensure that information required to be disclosed by the Company in thereports it files or submits under the Exchange Act is recorded, processed, summarized and reported,within the time periods specified in the Commission’s rules and forms. The Company’s certifyingofficers have evaluated the effectiveness of the Company’s disclosure controls and procedures as ofthe end of the period covered by the Company’s most recently filed periodic report under theExchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filedperiodic report under the Exchange Act the conclusions of the certifying officers about theeffectiveness of the disclosure controls and procedures based on their evaluations as of theEvaluation Date, and found that the Company’s disclosure controls and procedures were effective atthe reasonable assurance level to ensure that information required to be disclosed by the Companyin the reports it files or submits under the Exchange Act is recorded, processed, summarized andreported within the time periods specified in the Securities and Exchange Commission’s rules andforms. Since the Evaluation Date, there have been no changes in the Company’s internal controlover financial reporting (as such term is defined in the Exchange Act) that has materiallyaffected, or is reasonably likely to materially affect, the Company’s internal control overfinancial reporting.
 
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3.10 Undisclosed Liabilities. As of March 31, 2009, except for liabilities and lossesincurred in the ordinary course of business since that date, the Company did not have any materialdirect or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation orresponsibility, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured orunsecured, subordinated or unsubordinated, matured or unmatured, accrued, absolute, contingent,regulatory or administrative charges or lawsuits brought, whether or not of a kind required by GAAPto be set forth on a financial statement, that were not fully and adequately reflected or reservedfor in the financial statements contained in the Company’s Quarterly Report on Form 10-Q as of suchdate, or otherwise disclosed in the SEC Reports. The Company is not the subject of any inquiry,investigation or similar matter being conducted by the SEC, any state securities regulator, theNasdaq Capital Market, or other government body.3.11 Material Changes. Except as set forth in the SEC Reports, since March 31, 2009,there has been no Material Adverse Change in or which may be reasonably expected to affect theCompany. In addition, the description of the Company’s business contained in the Company’s AnnualReport on Form 10-K for the fiscal year ended December 31, 2008 is not materially inconsistent withits current operations. Except as set forth in the SEC Reports, since March 31, 2009, there hasnot been (i) any direct or indirect redemption, purchase or other acquisition by the Company of anyshares of the Common Stock (other than pursuant to the withholding of shares upon a stock optionexercise or restricted stock grant), or (ii) declaration, setting aside or payment of any dividendor other distribution by the Company with respect of the Common Stock.3.12 Litigation. Except as set forth in the SEC Reports, the Company has not receivedany notice of any outstanding judgments, rulings, orders, writs, injunctions, awards or decrees ofany court, government or other authority against the Company which could have, or is a party to anylitigation or similar proceeding including an arbitration proceeding which could have, if decidedadversely to their interests, a Material Adverse Effect on the Company. The Company has notreceived notice of (i) any customer or other complaint threatening any litigation or other suchproceeding or (ii) any investigation, inquiry or similar proceeding from any governmental authorityor agency.3.13 Investment Company. The Company is not and after giving effect to the sale ofthe Shares will not be an “investment company” or an entity “controlled” by an “investment company”as such terms are defined in the Investment Company Act of 1940, as amended.3.14 No Commissions. The Company has not incurred any obligation for any finder’s orbroker’s or agent’s fees or commissions in connection with the purchase of the Shares.3.15 Title. Except as set forth on Schedule 3.15 hereto, the Company has goodand marketable title to all properties and assets, owned by it, free and clear of all Liens,charges, encumbrances or restrictions, except such as are not materially significant or importantin relation to the Company’s business; all of the material leases and subleases under which theCompany is the lessor or sublessor of properties or assets or under which the Company holdproperties or assets as lessee or sublessee are in full force and effect, and the Company is not indefault in any material respect with respect to any of the terms or provisions of any of suchleases or subleases, and no material claim has been asserted by anyone adverse to rights of theCompany as lessor, sublessor, lessee or sublessee under any of the leases or subleasesmentioned above, or affecting or questioning the right of the Company to continued possession ofthe leased or subleased premises or assets under any such lease or sublease. The Company owns orleases all such properties as are necessary to its operations as now conducted and to be conducted,as presently planned.
 
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3.16 Compliance With Laws, Licenses, Etc. The Company has not received notice of anyviolation of or noncompliance with any federal, state, local or foreign, laws, ordinances,regulations and orders applicable to its business which has not been cured, the violation of, ornoncompliance with which, would have a Material Adverse Effect on the business or operations of theCompany. The Company has all licenses and permits and other governmental certificates,authorizations and permits and approvals (collectively “Licenses”) required by every federal, stateand local government or regulatory body for the operation of its business as currently conductedand the use of its properties, except where the failure to be licensed would not have a MaterialAdverse Effect on the business of the Company. The Licenses are in full force and effect and noviolations are or have been recorded in respect of any License and no proceeding is pending orthreatened to revoke or limit any thereof.3.17 Exemption From Registration. Based upon the representations and warranties ofeach of the Purchaser and each Other Purchaser, the sale of the Shares is exempt from theregistration requirements of the Securities Act.3.18 Eligibility to Use Form S-3. The Company is eligible to use Form S-3 and intendsto use such form for the public sale by the Purchaser of the resale of the Shares of Common Stockby Purchasers under this Agreement.3.19 Stock Options. With regard to the Company’s practices in connection with thegranting of stock options, it has: (i) granted all stock options and restricted stock at or abovethe fair market value as determined by its relevant stock option or equity incentive plan, (ii)utilized the date of (or an average of prior five trading days) any applicable meeting of its boardof directors or committee of its board of directors for the purposes of determining fair marketvalue of stock options and restricted stock it has granted, and (iii) the Company is not aware ofany inquiry or investigation which has been initiated or is being considered with respect to itsstock option practices, whether by its registered independent public accounting firm, independentcounsel or other party.3.20 NASDAQ Compliance. The Company’s Common Stock is registered pursuant to Section12 of the Exchange Act and is listed on the Nasdaq Capital Market, and the Company has taken noaction designed to, or likely to have the effect of, terminating the registration of the CommonStock under the Exchange Act or de-listing the Common Stock from the Nasdaq Capital Market, nor hasthe Company received any notification that the SEC or the Nasdaq Capital Market is contemplatingterminating such registration or listing (other than prior notifications described in the SECReports which have been resolved). The issuance by the Company of the Shares shall not have theeffect of terminating the registration of the Common Stock or delisting the Common Stock from theNasdaq Capital Market.
 
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**ARTICLE IV****REPRESENTATIONS AND WARRANTIES OF PURCHASER**As a material inducement to the Company entering into this Agreement and issuing and/orselling the Shares, each Purchaser represents and warrants to the Company as follows:4.1 Investment Intent. The Purchaser is acquiring the Shares hereunder for thePurchaser’s own account and with no present intention of distributing or selling the Shares or anyinterest in the Shares. The Purchaser agrees that it will not sell or otherwise dispose of any ofthe Shares or any interest in the Shares unless such sale or other disposition has been registeredor qualified (as applicable) under the Securities Act and applicable state securities laws or, inthe opinion of the Purchaser’s counsel delivered to the Company (which opinion shall be reasonablysatisfactory to the Company) such sale or other disposition is exempt from registration orqualification under the Securities Act and applicable state securities laws. The Purchaserunderstands that the sale of the Shares acquired by the Purchaser hereunder has not been registeredunder the Securities Act, but the Shares are issued through transactions exempt from theregistration requirements of, among other things, Section 4(2) of the Securities Act and Rule 506thereunder, and that the reliance of the Company on such exemption from registration is predicatedin part on these representations and warranties of the Purchaser. The Purchaser acknowledges thatpursuant to Section 2.1 a restrictive legend consistent with the foregoing has been or will beplaced on the certificates representing the shares of Common Stock until such legend is permittedto be removed under applicable law. The Purchaser will have no right to require registration of theshares of Common Stock, and the Company is under no obligation to cause an exemption for resale tobe available or register the shares of Common Stock, except as provided in this Agreement.4.2 Adequate Information. The Company has made available and the Purchaser hasreviewed such information that the Purchaser considers necessary or appropriate to evaluate therisks and merits of an investment in the Shares including, without limitation, the Company’s Form10-K for the fiscal year ended December 31, 2008, Form 10-Q for the quarterly period ended March31, 2009, Proxy Statement filed with the SEC on April 17, 2009, and Current Reports on Form 8-Kfiled with the SEC since January 1, 2009.4.3 Opportunity to Ask Questions. The Purchaser has had the opportunity to question,and, to the extent deemed necessary or appropriate, has questioned representatives of the Companyso as to receive answers and verify information obtained in the Purchaser’s examination of theCompany, including the information that the Purchaser has reviewed in relation to its investment inthe Shares.4.4 No Other Representations. No oral or written representations have been made tothe Purchaser in connection with the Purchaser’s acquisition of the Shares which were in any wayinconsistent with the information reviewed by the Purchaser. The Purchaser acknowledges that norepresentations or warranties of any type or description have been made to it by any Person withregard to the Company, any of its respective businesses, properties or prospectus or the investmentcontemplated herein, other than the representations and warranties set forth in Article III hereof.The Purchaser has not made its decision to acquire Shares or to execute anddeliver this Agreement on the basis of any belief that any officer, director or affiliate ofthe Company or any current stockholder of the Company would make an investment in the Company nowor in the future.
 
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4.5 Knowledge and Experience. The Purchaser is an “accredited investor” as such termis defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. ThePurchaser has such knowledge and experience in financial, tax and business matters, includingsubstantial experience in evaluating and investing in common stock and other securities (includingthe common stock and other securities of new and speculative companies), so as to enable thePurchaser to utilize the information made available to the Purchaser to evaluate the merits andrisks of an investment in the Shares and to make an informed investment decision with respectthereto.4.6 Additional Representations. The Purchaser will make such additionalrepresentations and warranties and furnish such information regarding the Purchaser’s investmentexperience and financial position as the Company may reasonably require, and if there should be anymaterial change in the information set forth herein prior to the closing of the sale of the Shares,the Purchaser will immediately furnish such revised or corrected information to the Company.4.7 Term Sheet. The Purchaser has received a copy of the Term Sheet and any and allamendments, supplements and Appendices thereto. Except for the information contained in the TermSheet, as amended or supplemented and except for the information that the Purchaser or itsadvisors, if any, have requested and been furnished in writing, neither the Purchaser nor itsadvisors has been furnished any offering material or literature related to the Company.4.8 Independent Decision. The Purchaser is not relying on the Company, on any one ofits representatives, or on any legal or other opinion in the materials reviewed by the Purchaserwith respect to the financial or tax considerations of the Purchaser relating to its investment inthe Shares. The Purchaser has relied solely on the representations, warranties, covenants andagreements of the Company in this Agreement (including the Exhibits and Schedules hereto) and onits examination and independent investigation in making its decision to acquire the Shares. ThePurchaser has been afforded the opportunity to obtain, and has been furnished, all material that ithas requested relating to the proposed operation of the Company, any other matters relating to thebusiness and properties of the Company and the offer and sale of the Shares.4.9 Legal Existence and Authority. If the Purchaser is a corporation, partnership,limited liability company, trust or other entity, the Purchaser has been duly formed and is validlyexisting and in good standing under the laws of the jurisdiction of its formation with full powerand authority to acquire and hold the Shares and to execute, deliver and comply with the terms ofthis Agreement and such other documents required to be executed and delivered by the undersigned inconnection with this subscription.4.10 No Defaults or Conflicts. The execution and delivery of this Agreement by thePurchaser and the performance of its obligations hereunder does not conflict with or constitute adefault under any instruments governing the Purchaser, or any law, regulation, order or agreementto which the Purchaser is a party or to which the undersigned is bound.
 
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4.11 Validity; Enforceability; Binding Effect. This Agreement has been duly andvalidly authorized, executed and delivered by the Purchaser, and the agreements herein and thereinconstitute valid, binding and enforceable agreements of the Purchaser. The Purchaser is not apartnership, common trust fund, special trust, pension fund, retirement plan or other entity inwhich the partners or participants, as the case may be, may designate the particular investments tobe made or the allocation thereof.4.12 Confidentiality. Unless required by law, the Purchaser shall not disclose, andshall maintain confidential any non-public information related to the Company, provided that theundersigned may disclose such information to any of its advisors, attorneys and accountants, ifsuch advisor, attorney and/or accountant shall have agreed to be bound by this provision.4.13 Residence; No General Solicitation. The Purchaser is a resident of the state(s)or other jurisdiction(s) indicated on the signature page hereto. The Purchaser is not aware of anygeneral solicitation or advertising relating to the offer or sale of the Shares.4.14 Non-Disclosure. Purchaser acknowledges that certain information contained in thedisclosure document provided to Purchaser in connection with the private offering of the CommonStock has not been otherwise publicly disclosed. Accordingly, Purchaser agrees to keep suchinformation confidential for a period ending on the earlier to occur of (i) the first anniversaryof the Settlement Date, or (ii) the date upon which such information is publicly disclosed by theCompany.**ARTICLE V****COVENANTS**5.1 Filings. Each of the Company and the Purchaser shall make on a prompt and timelybasis all governmental or regulatory notifications and filings required to be made by it for theconsummation of the transactions contemplated hereby.5.2 Further Assurances. Each of the Company and the Purchaser shall execute anddeliver such additional instruments and other documents and shall take such further actions as maybe necessary or appropriate to effectuate, carry out and comply with all of the terms of thisAgreement and the transactions contemplated hereby.5.3 Cooperation. Each of the Company and the Purchaser agree to cooperate with theother in the preparation and filing of all forms, notifications, reports and information, if any,required or reasonably deemed advisable pursuant to any Requirement of Law in connection with thetransactions contemplated by this Agreement and to use their respective commercially reasonableefforts to agree jointly on a method to overcome any objections by any Governmental Authority toany such transactions. Except as may be specifically required hereunder, the Company shall not berequired to agree to take any action that in the reasonable opinion of the Company would result inor produce a Material Adverse Effect on the Company.5.4 Notification of Certain Matters. Each of the Company and the Purchaser shall giveprompt notice to the other of the occurrence, or non-occurrence, of any event which wouldbe likely to cause any representation or warranty herein to be untrue or inaccurate, or anycovenant, condition or agreement herein not to be complied with or satisfied.
 
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**ARTICLE VI****REGISTRATION OF THE SHARES**6.1 Registration Procedures and Other Matters. The Company shall:(a) subject to receipt of necessary information from the Purchasers after prompt request fromthe Company to the Purchasers to provide required Purchaser information, prepare and file with theSEC, within 90 days after the Settlement Date, a registration statement on Form S-3 (the“Registration Statement”) to enable the resale of the Shares by the Purchasers;(b) subject to receipt of necessary information from the Purchasers after prompt request fromthe Company to the Purchasers to provide required Purchaser information, use its commerciallyreasonable efforts to cause the Registration Statement to become effective within 90 days after theSettlement Date; provided, however, that if the Company has an outstanding confidential treatmentrequest (“CTR”) application on file with the SEC as of the date the SEC provides notice that it hasnot further comments, then the Company shall use its commercially reasonable efforts to clear theCTR with the SEC and shall submit a request for acceleration of effectiveness of the RegistrationStatement within two business days following clearance of the CTR by the SEC;(c) use commercially reasonable efforts to prepare and file with the SEC such amendments andsupplements to the Registration Statement and the prospectus related thereto (the “Prospectus”)used in connection therewith as may be necessary to keep the Registration Statement current,effective and free from any material misstatement or omission to state a material fact for a periodnot exceeding, with respect to each Purchaser’s Shares, until the earlier of (i) the date on whichthe Purchaser may sell all Shares then held by the Purchaser without restriction by the volumelimitations of Rule 144 of the Securities Act, or (ii) such time as all Shares purchased by suchPurchaser pursuant to this Agreement have been sold pursuant to a registration statement;(d) comply with any prospectus publication requirement then applicable to it and furnish toeach Purchaser with respect to the Shares registered under the Registration Statement such numberof copies of the Registration Statement, Prospectuses (and preliminary Prospectuses) in conformitywith the requirements of the Securities Act and such other documents as such Purchaser mayreasonably request, in order to facilitate the public sale or other disposition of all or any ofthe Shares by such Purchaser; provided, however, that the obligation of the Company to delivercopies of Prospectuses (or preliminary Prospectuses) to the Purchaser shall be subject to thereceipt by the Company of reasonable assurances from the Purchaser that the Purchaser will complywith the applicable provisions of the Securities Act and of such other securities or blue sky lawsas may be applicable in connection with any use of such Prospectuses (or preliminary Prospectuses);
 
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(e) file documents required of the Company for normal blue sky clearance in states specifiedin writing by the Purchaser and use its commercially reasonable efforts to maintain such blue skyqualifications during the period the Company is required to maintain the effectiveness of theRegistration Statement pursuant to Section 6.1(c); provided, however, that the Company shall notbe required to qualify to do business or consent to service of process in any jurisdiction in whichit is not now so qualified or has not so consented;(f) bear all expenses in connection with the procedures in paragraph (a) through (e) of thisSection 6.1 (other than underwriting discounts or commissions, brokers’ fees and similar sellingexpenses, and any other fees (including attorneys’ fees) or expenses incurred by the Purchaser) andthe registration of the Shares pursuant to the Registration Statement;(g) advise the Purchaser, promptly after it shall receive notice or obtain knowledge of theissuance of any stop order by the SEC delaying or suspending the effectiveness of the RegistrationStatement or of the initiation or threat of any proceeding for that purpose; and it will promptlyuse its commercially reasonable efforts to prevent the issuance of any stop order or to obtain itswithdrawal at the earliest possible moment if such stop order should be issued; and(h) provide a “Plan of Distribution” section of the Registration Statement in the formreasonably acceptable to the Company, the Purchaser, and each Other Purchaser.The Company understands that the Purchaser disclaims being an underwriter, but if the SECdeems the Purchaser to be an underwriter the Company shall not be relieved of any obligations ithas hereunder; provided, however that if the Company receives notification from theSEC that the Purchaser is deemed an underwriter, then the period by which the Company is obligatedto submit an acceleration request to the SEC shall be extended to the earlier of (i) the 45th dayafter such SEC notification, or (ii) 120 days after the initial filing of the RegistrationStatement with the SEC.6.2 Liquidated Damages. If the Registration Statement has not been declared effectiveby the SEC within 150 days of the Settlement Date, then the Company shall, as additionalconsideration and not as a penalty, deliver to the Purchaser on such 150th day, an amount of cashequal to 0.5% of the Purchase Price of the Common Stock purchased by such Purchaser.6.3 Transfer of Shares After Registration; Suspension.(a) The Purchaser shall not effect any disposition of the Shares that would constitute a saleor resale within the meaning of the Securities Act except as contemplated in the RegistrationStatement or as otherwise permitted by law, and the Purchaser will promptly notify the Company ofany changes in the information set forth in the Registration Statement regarding the Purchaser orits plan of distribution.
 
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(b) Except in the event that paragraph (c) below applies, the Company shall (i) if deemednecessary by the Company, prepare and file from time to time with the SEC a post-effectiveamendment to the Registration Statement or a supplement to the related Prospectus or a supplementor amendment to any document incorporated therein by reference or file any otherrequired document so that such Registration Statement will not contain an untrue statement ofa material fact or omit to state a material fact required to be stated therein or necessary to makethe statements therein not misleading, and so that, as thereafter delivered to purchasers of theShares being sold thereunder, such Prospectus will not contain an untrue statement of a materialfact or omit to state a material fact required to be stated therein or necessary to make thestatements therein, in light of the circumstances under which they were made, not misleading; (ii)provide the Purchaser copies of any documents filed pursuant to Section 6.3(b)(i) as the Purchasermay reasonably request; and (iii) inform each Purchaser that the Company has complied with itsobligations in Section 6.3(b)(i) (or that, if the Company has filed a post-effective amendment tothe Registration Statement which has not yet been declared effective, the Company will notify thePurchaser to that effect, will use its commercially reasonable efforts to secure the effectivenessof such post-effective amendment as promptly as possible and will promptly notify the Purchaserpursuant to Section 6.3(b)(i) hereof when the amendment has become effective).(c) Subject to paragraph (d) below, in the event (i) of any request by the SEC or any otherGovernmental Authority during the period of effectiveness of the Registration Statement foramendments or supplements to a Registration Statement or related Prospectus or for additionalinformation; (ii) of the issuance by the SEC or any other Governmental Authority of any stop ordersuspending the effectiveness of a Registration Statement or the initiation of any proceedings forthat purpose; (iii) of the receipt by the Company of any notification with respect to thesuspension of the qualification or exemption from qualification of any of the Shares for resale inany jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) ofany event or circumstance which, upon the advice of its counsel, necessitates the making of anychanges in the Registration Statement or Prospectus, or any document incorporated or deemed to beincorporated therein by reference, so that, in the case of the Registration Statement, it will notcontain any untrue statement of a material fact or any omission to state a material fact requiredto be stated therein or necessary to make the statements therein not misleading, and that in thecase of the Prospectus, it will not contain any untrue statement of a material fact or any omissionto state a material fact required to be stated therein or necessary to make the statements therein,in the light of the circumstances under which they were made, not misleading, then the Companyshall deliver a certificate in writing to the Purchaser (the “Suspension Notice”) to the effect ofthe foregoing and, upon receipt of such Suspension Notice, the Purchaser will refrain fromreselling any Shares pursuant to the Registration Statement (a “Suspension”) until the Purchaser’sreceipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, oruntil it is advised in writing by the Company that the current Prospectus may be used, and hasreceived copies of any additional or supplemental filings that are incorporated or deemedincorporated by reference in any such Prospectus. In the event of any Suspension, the Company willuse its commercially reasonable efforts to cause the use of the Prospectus so suspended to beresumed as soon as reasonably practicable within 20 business days after the delivery of aSuspension Notice to the Purchaser. In addition to and without limiting any other remedies(including, without limitation, at law or at equity) available to the Purchaser, the Purchasershall be entitled to specific performance in the event that the Company fails to comply with theprovisions of this Section 6.3(c).(d) Notwithstanding the foregoing paragraphs of this Section 6.3, the Purchaser shall not beprohibited from reselling Shares under the Registration Statement as a result of Suspensions formore than 60 days in any twelve month period, unless, in the good faithjudgment of the Company’s Board of Directors, upon the written opinion of counsel of theCompany, the resale of Shares under the Registration Statement in reliance on this paragraph 6.3(d)would be reasonably likely to cause a violation of the Securities Act or the Exchange Act andresult in liability to the Company.
 
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(e) Provided that a Suspension is not then in effect, the Purchaser may resell Shares underthe Registration Statement, provided that it complies with any prospectus delivery requirement thenapplicable to it. Upon receipt of a request therefor, the Company has agreed to provide anadequate number of current Prospectuses (including documents incorporated by reference therein) tothe Purchaser and to supply copies to any other parties requiring such Prospectuses.**ARTICLE VII****INDEMNIFICATION**7.1 Indemnification Generally. The Company, on the one hand, and the Purchaser, onthe other hand, shall indemnify the other from and against any and all losses, damages,liabilities, claims, charges, actions, proceedings, demands, judgments, settlement costs andexpenses of any nature whatsoever (including, without limitation, attorneys’ fees and expenses) ordeficiencies resulting from any breach of a representation, warranty or covenant by theIndemnifying Party (including indemnification by the Company of the Purchaser for any failure bythe Company to deliver, or for any failure by the Purchaser to receive, stock certificatesrepresenting the Shares on the Settlement Date) and all claims, charges, actions or proceedingsincident to or arising out of the foregoing (“Losses”). Notwithstanding the foregoing, theIndemnifying Party shall not be liable for any Losses to the extent such Losses arise out of,result from, or are increased by, the breach of this Agreement by, or the fraudulent acts,negligence or willful misconduct of, the Indemnified Party.7.2 Indemnification Procedures. Each Person entitled to indemnification under thisArticle VII (an “Indemnified Party”) shall give notice as promptly as reasonably practicable toeach party required to provide indemnification under this Article VII (an “Indemnifying Party”) ofthe commencement of any action, suit, proceeding or investigation or threat thereof made in writingin respect of which indemnity may be sought hereunder; provided, however, failure to so notify anIndemnifying Party shall not relieve such Indemnifying Party from any liability that it may haveotherwise than on account of this indemnity agreement so long as such failure shall not havematerially prejudiced the position of the Indemnifying Party. Upon such notification, theIndemnifying Party shall assume the defense of such action if it is a claim brought by a thirdparty, and after such assumption the Indemnified Party shall not be entitled to reimbursement ofany expenses incurred by it in connection with such action except as described below. In any suchaction, any Indemnified Party shall have the right to retain its own counsel, but the fees andexpenses of such counsel shall be at the expense of such Indemnified Party unless (i) theIndemnifying Party and the Indemnified Party shall have mutually agreed to the contrary or (ii) thenamed parties in any such action (including any impleaded parties) include both the IndemnifyingParty and the Indemnified Party and representation of both parties by the same counsel would beinappropriate due to actual or potential differing or conflicting interests between them. AnIndemnifying Party who is not entitled
 
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 to, orelects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel in anyone action for all parties indemnified by such Indemnifying Party with respect to such claim exceptfor local counsel if the attorneys selected by the Indemnified Party do not maintain an officewithin the jurisdiction of the court, unless in the reasonable judgment of any Indemnified Party aconflict of interest may exist between such Indemnified Party and any other of such IndemnifiedParties with respect to such claim, in which event the Indemnifying Party shall be obligated to paythe fees and expenses of such additional counsel or counsels. The Indemnifying Party shall not beliable for any settlement of any proceeding effected without its written consent (which shall notbe unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consentor if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify theIndemnified Party from and against any loss, damage or liability by reason of such settlement orjudgment. In the event that any indemnifying party enters into any settlement without the writtenconsent of the indemnified party the indemnifying party shall not consent to entry of any judgmentor enter into any settlement which does not include as an unconditional term thereof the giving bythe claimant or plaintiff of a release of such indemnified party from all liability in respect ofsuch claim or litigation.**ARTICLE VIII****MISCELLANEOUS**8.1 Notices. All notices, requests, demands, claims, and other communicationshereunder shall be in writing and shall be delivered by certified or registered mail (first classpostage pre-paid), guaranteed overnight delivery, or facsimile transmission if such transmission isconfirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteedovernight delivery, to the following addresses and telecopy numbers (or to such other addresses ortelecopy numbers which such Party shall designate in writing to the other Party):       If to the Company to: World Energy Solutions, Inc.446 Main StreetWorcester, MA 01608Attn: Carolyn Oldenburg, Esq.General CounselFax:                            with a copy to: Michael A. Refolo, Esq.Mirick, O’Connell, DeMallie & Lougee, llp100 Front StreetWorcester, MA 01608       If to a Purchaser: At the address indicated on the signature page8.2 Loss or Mutilation. Upon receipt by the Company from any Purchaser of evidencereasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation ofa certificate representing shares of Common Stock and indemnity reasonably satisfactory to it (itbeing understood that the written agreement of the Purchaser or an Affiliate thereof shall besufficient indemnity) and in case of mutilation upon surrender and cancellationhereof or thereof, the Company will execute and deliver in lieu hereof or thereof a new stockcertificate of like tenor to such Purchaser; provided, in the case of mutilation, no indemnityshall be required if the certificate representing shares of Common Stock in identifiable form issurrendered to the Company for cancellation.
 
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8.3 Remedies. Each Party acknowledges that the other Party would not have an adequateremedy at law for money damages in the event that any of the covenants or agreements of such Partyin this Agreement was not performed in accordance with its terms, and it is therefore agreed thateach Party in addition to and without limiting any other remedy or right such Party may have, shallhave the right to an injunction or other equitable relief in any court of competent jurisdiction,enjoining any such breach and enforcing specifically the terms and provisions hereof. All rights,powers and remedies under this Agreement or otherwise available in respect hereof at law or inequity shall be cumulative and not alternative, and the exercise or beginning of the exercise ofany thereof by any Party shall not preclude the simultaneous or later exercise of any other suchright, power or remedy by such Party.8.4 Entire Agreement. This Agreement (including Exhibit A, “Definitions,” andany other exhibits, appendices and schedules attached hereto), and the other documents delivered atthe Settlement pursuant hereto, contain the entire understanding of the Parties in respect of thesubject matter hereof and supersede all prior agreements and understandings between or among theParties with respect to such subject matter. The exhibits and schedules hereto constitute a parthereof as though set forth in full above.8.5 Expenses; Taxes. Except as otherwise provided in this Agreement, the Partiesshall pay their own fees and expenses, including their own counsel fees, incurred in connectionwith this Agreement or any transaction contemplated hereby. Further, except as otherwise providedin this Agreement, any sales tax, stamp duty, deed transfer or other tax (except taxes based on theincome of the Purchaser) arising out of the sale of the Shares by the Company to the Purchaser andconsummation of the transactions contemplated by this Agreement shall be paid by the Company.8.6 Amendment. This Agreement may be modified or amended solely with the writtenconsent of both the Company and the Purchaser.8.7 Waiver. No failure to exercise, and no delay in exercising, any right, power orprivilege under this Agreement shall operate as a waiver, nor shall any single or partial exerciseof any right, power or privilege hereunder preclude the exercise of any other right, power orprivilege. No waiver of any breach of any provision shall be deemed to be a waiver of anypreceding or succeeding breach of the same or any other provision, nor shall any waiver be impliedfrom any course of dealing between the Parties. No extension of time for performance of anyobligations or other acts hereunder or under any other agreement shall be deemed to be an extensionof the time for performance of any other obligations or any other acts. The rights and remedies ofthe Parties under this Agreement are in addition to all other rights and remedies, at law or equitythat they may have against each other.8.8 Binding Effect; Assignment. The rights and obligations of this Agreement shallbind and inure to the benefit of the Parties and their respective successors and legal assigns.The provisions of this Agreement are intended to be for the benefit of all Purchasers from time totime of the Shares and shall be enforceable by any such Purchaser.
 
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8.9 Counterparts. This Agreement may be executed in any number of counterparts(whether by original signature or a facsimile thereof), each of which shall be an original but allof which together shall constitute one and the same instrument.8.10 Headings. The headings contained in this Agreement are for convenience ofreference only and are not to be given any legal effect and shall not affect the meaning orinterpretation of this Agreement.8.11 GOVERNING LAW; INTERPRETATION. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCEWITH AND GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THECONFLICTS OF LAWS RULES OF ANY OTHER JURSIDICTION.8.12 Severability. The parties stipulate that the terms and provisions of thisAgreement are fair and reasonable as of the date of this Agreement. However, if any provision ofthis Agreement shall be determined by a court of competent jurisdiction to be invalid, void orunenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreementshall remain in full force and effect and shall in no way be affected, impaired or invalidated.If, moreover, any of those provisions shall for any reason be determined by a court of competentjurisdiction to be unenforceable because excessively broad or vague as to duration, geographicalscope, activity or subject, it shall be construed by limiting, reducing or defining it, so as to beenforceable8.13 Survival. Each representation, warranty, covenant and agreement of the partiesset forth in this Agreement is independent of each other representation, warranty, covenant andagreement. Each representation and warranty made by any Party in this Agreement shall survive theSettlement through the period ending on the date three years from the Settlement Date.[Signature Page Follows.]
 
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and deliveredas of the date first above written.     COMPANY: