**Exhibit4.1**

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**FIFTHAMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT**

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ThisFIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”)is entered into as of  November 1, 2007by and among (i) EnerNOC, Inc., a Delaware corporation (the “Company”); (ii)the individuals and entities listed under the heading “Investors” on thesignature pages hereto; (iii) the Founders; and (iv) each person who shall,after the date hereof, join in and become a party to this Agreement byexecuting and delivering to the Company an Instrument of Accession insubstantially the form set forth on Schedule I hereto (collectively, the“Investors”).

WHEREAS,the Company entered into that certain Investors Rights Agreement dated June 17,2003 (the “Original Agreement”) with certain of the Investors listedunder the heading “Investors” on the signature pages thereto (the “OriginalStockholders”);

WHEREAS,those Investors holding shares of the Company’s Series A Convertible PreferredStock, $.001 par value (the “Series A Preferred Stock”) subsequentlyacquired shares of the Company’s Series A-1 Convertible Preferred Stock, $.001par value (“Series A-1 Preferred Stock”);

WHEREAS,the Company entered into that certain Amended and Restated Investor RightsAgreement dated January 11, 2005 with the Original Stockholders, the Investorsholding shares of Series A-1 Preferred Stock and the Investors holding sharesof the Company’s Series B Convertible Preferred Stock, $.001 par value (“SeriesB Preferred Stock”);

WHEREAS,the Company entered into that certain Second Amended and Restated InvestorRights Agreement dated May 16, 2006 with the Original Stockholders and theInvestors holding shares of Series A-1 Preferred Stock, the Investors holdingshares of Series B Preferred Stock and the Investors holding shares of theCompany’s Series B-1 Convertible Preferred Stock, $.001 par value (“SeriesB-1 Preferred Stock”);

WHEREAS,the Company entered into that certain Third Amended and Restated InvestorRights Agreement dated December 29, 2006 with the Original Stockholders and theInvestors holding shares of Series A-1 Preferred Stock, the Investors holdingshares of Series B Preferred Stock, the Investors holding shares of Series BPreferred Stock and the Investors holding shares of the Company’s Series CConvertible Preferred Stock, $.001 par value (“Series C Preferred Stock”);

WHEREAS,the Company entered into that certain Fourth Amended and Restated InvestorRights Agreement dated May 11, 2007 (the “Restated Agreement”) with theOriginal Stockholders and the Investors holding shares of Series A-1 PreferredStock, the Investors holding shares of Series B Preferred Stock, the Investorsholding shares of Series B-1 Preferred Stock, the Investors holding shares ofthe Company’s Series C Convertible Preferred Stock, $.001 par value (“SeriesC Preferred Stock”) and the Founders;

WHEREAS,pursuant to Section 6.4 of the Restated Agreement, the Company and therequisite number of Major Investors desire to amend and restate the RestatedAgreement in order to, among other things, designate stockholders who haveregistration rights in the Company’s Second Public Offering (as definedherein); and

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WHEREAS,the Company and the Investors desire to provide for certain arrangements withrespect to, among other things the registration of shares of capital stock ofthe Company under the Securities Act of 1933.

NOW,THEREFORE, in consideration of the mutual promises and covenants hereincontained and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto, intending tobe legally bound, hereby agree as follows:

# ARTICLE IDEFINITIONS

## 1.1           Certain Definitions.  As used in this Agreement, the followingterms shall have the following meanings:

“Boardof Directors” shall mean the board of directors of the Company asconstituted from time to time.

“Braemar”shall mean Braemar Energy Ventures, LP.

“Commission”shall mean the Securities and Exchange Commission, or any other federal agencyat the time administering the Securities Act.

“CommonStock” shall mean the Common Stock, par value $.001 per share, of theCompany, as constituted as of the date of this Agreement.

“ConversionShares” shall mean shares of Common Stock issued or issuable uponconversion of the Preferred Shares.

“DFJ-NE”shall mean Draper Fisher Jurvetson New England Fund I, L.P.

“ExchangeAct” shall mean the Securities Exchange Act of 1934, as amended, or anysimilar federal statute, and the rules and regulations of the Commissionthereunder, all as the same shall be in effect at the time.

“FoundationCapital” shall mean Foundation Capital IV, L.P., FC IV Active Advisors, LLCand Foundation Capital IV Principals Fund, LLC.

“Founders”shall mean David B. Brewster and Timothy G. Healy.

“InitialPublic Offering” shall mean the initial public offering of the Company’sCommon Stock in which (i) the market capitalization of the Company is at least$50,000,000 and (ii) the aggregate gross proceeds (before deduction ofunderwriting discounts and registration expenses) from such offering to theCompany are at least $10,000,000 pursuant to an effective registration underthe Securities Act covering the offer and sale of the Common Stock.

“MajorInvestor” shall mean any Investor which holds at least 500,000 shares ofPreferred Stock, appropriately adjusted to reflect stock splits, stockdividends, combinations of shares and the like.

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“MaterialAdverse Effect (Change)” shall mean a material adverse effect (change) inthe business, operations, affairs, or condition (financial or otherwise) of theCompany.

“OverallotmentShares” has the meaning specified in Section 2.14(d) hereof.

“Person”or “Persons” shall mean an individual, corporation, partnership, jointventure, trust, limited liability company, or unincorporated organization, or agovernment or any agency or political subdivision thereof.

“PreferredShares” shall mean the shares of Series C Preferred Stock, Series BPreferred Stock, Series B-1 Preferred Stock, Series A-1 Preferred Stock andSeries A Preferred Stock.

“PreferredStock” shall mean the Company’s Preferred Stock, par value $.001 per share,and each series thereof.

“RegistrationExpenses” shall mean the expenses so described in Section 2.8.

“RestrictedStock” shall mean the Conversion Shares, excluding Conversion Shares whichhave been (a) included in a transaction registered under the Securities Actpursuant to an effective registration statement filed thereunder and disposedof in accordance with the registration statement covering them or (b) publiclysold pursuant to Rule 144 under the Securities Act; and, for purposes ofSections 2.7, 2.8 and 2.9 only, any shares of Common Stock held by theSpecified Officers that are included in the Second Public Offering.

“SecondPublic Offering” shall mean the first fully underwritten, firm commitmentpublic offering following the Initial Public Offering, pursuant to an effectiveregistration under the Securities Act covering the offer and sale by theCompany of its Common Stock in which (i) the market capitalization of theCompany is at least $50,000,000 and (ii) the aggregate gross proceeds (beforededuction of underwriting discounts and registration expenses) from suchoffering to the Company are at least $10,000,000.

“SecondPublic Offering Registration Statement” has the meaning specified inSection 2.14(a) hereof.

“SecuritiesAct” shall mean the Securities Act of 1933 or any similar federal statute,and the rules and regulations of the Commission thereunder, all as the sameshall be in effect at the time.

“SellingExpenses” shall mean the expenses so described in Section 2.8.

“SpecifiedOfficers” means Timothy Healy, David Brewster, Neal Isaacson, DavidSamuels, Gregg Dixon and Terry Sick.

 “Subsidiary” or “Subsidiaries”shall mean any corporation or trust of which the Company and/or any of itsother Subsidiaries (as herein defined) directly or indirectly owns at the timeoutstanding shares of every class of such corporation or trust other thandirectors’ qualifying shares comprising at least fifty percent (50%) of thevoting power of such corporation or trust.

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# ARTICLE IIRESTRICTIONS ON TRANSFER AND REGISTRATION RIGHTS

## 2.1           Restrictive Legend. Each certificate representing Preferred Shares, Conversion Shares orRestricted Stock shall, except as otherwise provided in this Section 2.1 or inSection 2.2, be stamped or otherwise imprinted with a legend substantially inthe following form:

“Thesecurities represented by this certificate have not been registered under theSecurities Act of 1933 or applicable state securities laws.  These securities have been acquired forinvestment and not with a view to distribution or resale, and may not be sold,mortgaged, pledged, hypothecated or otherwise transferred without an effectiveregistration statement for such securities under the Securities Act of 1933 andapplicable state securities laws, or the availability of an exemption from theregistration provisions of the Securities Act of 1933 and applicable statesecurities laws.”

Acertificate shall not bear such legend if in the opinion of counselsatisfactory to the Company the securities represented thereby may be publiclysold without registration under the Securities Act and any applicable statesecurities laws.

## 2.2           Notice of Proposed Transfer.  Prior to any proposed transfer of anyPreferred Shares, Conversion Shares or Restricted Stock (other than under thecircumstances described in Section 2.3, 2.4, 2.5 or 2.6), the holder thereofshall give written notice to the Company of its intention to effect suchtransfer.  Each such notice shalldescribe the manner of the proposed transfer and, if requested by the Company,shall be accompanied by an opinion of counsel reasonably satisfactory to theCompany to the effect that the proposed transfer may be effected withoutregistration under the Securities Act and any applicable state securities laws,whereupon the holder of such stock shall be entitled to transfer such stock inaccordance with the terms of its notice; provided, however, that no suchopinion of counsel shall be required for a transfer to one or more partners ormembers of the transferor (in the case of a transferor that is a partnership ora limited liability company, respectively) or to an affiliated corporation (inthe case of a transferor that is a corporation); provided, further, however,that any transferee shall execute and deliver to the Company a representationletter in form reasonably satisfactory to the Company’s counsel to the effectthat the transferee is acquiring such shares for its own account, forinvestment purposes and without any view to distribution thereof.  Each certificate for Preferred Shares,Conversion Shares or Restricted Stock transferred as above provided shall bearthe legend set forth in Section 2.1, except that such certificate shall notbear such legend if (i) such transfer is in accordance with the provisions ofRule 144 (or any other rule permitting public sale without registration under theSecurities Act) or (ii) the opinion of counsel referred to above is to thefurther effect that the transferee and any subsequent transferee (other than anaffiliate of the Company) would be entitled to transfer such securities in apublic sale without registration under the Securities Act.  The restrictions provided for in this Section2.2 shall not apply to securities which are not required to bear the legendprescribed by Section 2.1 in accordance with the provisions of that Section.

## 2.3           Initial Public Offering.  If the Company at any time proposes itsInitial Public Offering, it will give notice to the Founders of its intentionto do so.  Upon the written request ofany Founder to register any of its Restricted Stock, the Company will use itsbest efforts to cause 

 

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## the Restricted Stock as to which registration shallhave been so requested to be included in the securities to be covered by theregistration statement proposed to be filed by the Company, all to the extentrequisite to permit the sale or other disposition by the Founder of suchRestricted Stock so registered. The number of shares of Restricted Stock to beincluded in the Initial Public Offering may be reduced (pro rata among therequesting Founders based upon the number of shares of Restricted Stock ownedby the Founders) if and to the extent that the managing underwriter shall be ofthe opinion that such inclusion would adversely affect the marketing of thesecurities to be sold by the Company therein, provided*,*however, that such number ofshares of Restricted Stock shall not be reduced if any shares are to beincluded in such underwriting for the account of any person other than theCompany or the Founders.  For purposes ofthis Section 2.3 and Sections 2.4, 2.5, 2.6, 6.1 and 6.4, the term “RestrictedStock” shall be deemed to include the number of shares of Restricted Stockwhich would be issuable to a holder of Preferred Shares upon conversion of allshares of Preferred Stock; provided, however, that the onlysecurities which the Company shall be required to register pursuant heretoshall be shares of Common Stock; provided, further, however,that, in any underwritten public offering contemplated by this Section 2.3 orSections 2.4, 2.5 and 2.6, the holders of Preferred Shares shall beentitled to sell such Preferred Shares to the underwriters for conversion andsale of the shares of Common Stock issued upon conversion or exercise andconversion, as applicable, thereof.

## 2.4           Required Registration.

### (a)           At any time after the earlier of (i) six (6) years fromthe first day on which any shares of Preferred Stock are outstanding or (ii)one year after the Initial Public Offering, the holders of Restricted Stockconstituting at least 20% in interest of the total shares of Restricted Stockthen outstanding may request the Company to register under the Securities Actat least 20% of the shares of Restricted Stock held by such requesting holderor holders (or any lesser percentage if the anticipated gross receipts by suchholders of Restricted Stock from the proposed registration exceed $2,000,000)for sale in the manner specified in such notice.  Notwithstanding anything to the contrarycontained herein, no request may be made under this Section 2.4 within 180 daysafter the effective date of the first registration statement on Form S-1 filedby the Company.  If the offering is to beunderwritten, the initiating holders shall select the underwriters and themanaging underwriters (subject to the consent of the Company, which consentwill not be unreasonably withheld).

### (b)           Following receipt of any notice under this Section 2.4,the Company shall immediately (subject to any lock-up agreement the Company hasin connection with the Second Public Offering) notify all holders of RestrictedStock and Preferred Shares from whom notice has not been received and suchholders shall then be entitled within 15 days thereafter to request the Companyto include in the requested registration all or any portion of their shares ofRestricted Stock.  The Company shall useits best efforts to register under the Securities Act, for public sale inaccordance with the method of disposition described in paragraph (a) above, thenumber of shares of Restricted Stock specified in such notice (and in allnotices received by the Company from other holders within 15 days after thegiving of such notice by the Company). The Company shall be obligated to register Restricted Stock pursuant tothis Section 2.4 on two occasions only (except for registrations on Form S-3 orany equivalent successor form); provided, however, that suchobligation shall be deemed satisfied with respect to each such occasion onlywhen a registration statement covering seventy-five percent (75%) of the sharesof 

 

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### Restricted Stock specified in notices received asaforesaid for sale in accordance with the method of disposition specified bythe requesting holders shall have become effective or if such registration statementhas been withdrawn prior to the consummation of the offering at the request ofthe holders of Restricted Stock and Preferred Shares (other than as a result ofa Material Adverse Change) and, if such method of disposition is a firmcommitment underwritten public offering, all such shares shall have been soldpursuant thereto (including shares sold pursuant to the underwriters’over-allotment option).

### (c)           The Company shall be entitled to include in anyregistration statement referred to in this Section 2.4 shares of Common Stockto be sold by the Company for its own account, except as and to the extentthat, in the opinion of the managing underwriter, such inclusion wouldadversely affect the marketing of the Restricted Stock to be sold.  Except for registration statements on FormS-4, S-8 or any successor thereto, the Company will not file with theCommission any other registration statement with respect to its Common Stock,whether for its own account or that of other stockholders, from the date of receiptof a notice from requesting holders requesting sale pursuant to an underwrittenoffering pursuant to this Section 2.4 until the completion of the period ofdistribution of the registration contemplated thereby.

### (d)           If in the opinion of the managing underwriter theinclusion of all of the Restricted Stock requested to be registered under thisSection would adversely affect the marketing of such shares, shares to be soldby the holders of Restricted Stock, if any, shall be excluded only after anyshares to be sold by the Company have been excluded, in such manner that theshares to be sold shall be allocated among the selling holders prorata based ontheir ownership of Restricted Stock.

## 2.5           Incidental Registration.  If the Company at any time after the SecondPublic Offering (other than pursuant to Sections 2.4 or 2.6) proposes toregister any of its securities under the Securities Act for sale to the public,whether for its own account or for the account of other security holders orboth (except with respect to registration statements on Forms S-4, S-8 oranother form not available for registering the Restricted Stock for sale to thepublic), each such time it will give written notice to all holders ofoutstanding Restricted Stock of its intention so to do.  Upon the written request of any such holder,received by the Company within 15 days after the giving of any such notice bythe Company, to register any of its Restricted Stock, the Company will use itsbest efforts to cause the Restricted Stock as to which registration shall havebeen so requested to be included in the securities to be covered by theregistration statement proposed to be filed by the Company, all to the extentrequisite to permit the sale or other disposition by the holder of such RestrictedStock so registered.  In the event thatany registration pursuant to this Section 2.5 shall be, in whole or in part, anunderwritten public offering of Common Stock, the number of shares ofRestricted Stock to be included in such an underwriting may be reduced (prorata among the requesting holders based upon the number of shares of RestrictedStock owned by such holders) if and to the extent that the managing underwritershall be of the opinion that such inclusion would adversely affect the marketingof the securities to be sold by the Company therein, provided, however, thatsuch number of shares of Restricted Stock shall not be reduced if any sharesare to be included in such underwriting for the account of any person otherthan the Company or requesting holders of Restricted Stock, and provided,further, however, that in no event may less than twenty percent (20%) of thetotal number of shares of Common Stock to be included in such underwriting bemade available for shares of Restricted

 

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## Stock unless theunderwriting is in connection with the Company’s initial public offering andthe managing underwriter shall in good faith advise the holders proposing todistribute their securities through such underwriting that such level ofparticipation would, in its opinion, materially adversely affect the offeringprice or its ability to complete the offering and shall specify the number ofshares of Restricted Stock which, in its opinion, can be included in theregistration and underwriting without such an effect.

## 2.6           Registration on Form S-3.  If at any time (i) a holder or holders ofRestricted Stock request that the Company file a registration statement on FormS-3 or any successor thereto for a public offering of all or any portion of theshares of Restricted Stock held by such requesting holder or holders and thereasonably anticipated aggregate price to the public of such shares ofRestricted Stock equals or exceeds $500,000, and (ii) the Company is aregistrant entitled to use Form S-3 or any successor thereto to register suchshares, then the Company shall use its best efforts to register under theSecurities Act on Form S-3 or any successor thereto, for public sale inaccordance with the method of disposition specified in such notice, the numberof shares of Restricted Stock specified in such notice.  Whenever the Company is required by thisSection 2.6 to use its best efforts to effect the registration of RestrictedStock, each of the procedures and requirements of Section 2.4 (including but notlimited to the requirement that the Company notify all holders of RestrictedStock from whom notice has not been received and provide them with theopportunity to participate in the offering) shall apply to such registration;provided, however, that there shall be no limitation on the number ofregistrations on Form S-3 which may be requested and obtained under thisSection 2.6; and provided, further, however, that the requirements contained inthe first sentence of Section 2.4(a) shall not apply to any registration onForm S-3 which may be requested and obtained under this Section  2.6.

Notwithstandinganything to the contrary in this Section 2.6, the Company shall not be requiredto effect more than two registrations pursuant to this Section 2.6 in any 12month period.

## 2.7           Registration Procedures.  If and whenever the Company is required bythe provisions of Sections 2.3, 2.4, 2.5, 2.6 or 2.14 to use its best effortsto effect the registration of any shares of Restricted Stock under theSecurities Act, the Company will, as expeditiously as possible:

### (a)           prepare and file with the Commission a registrationstatement (which, in the case of an underwritten public offering pursuant toSection 2.4, shall be on Form S-1 or other form of general applicability satisfactoryto the managing underwriter selected as therein provided) with respect to suchsecurities and use its best efforts to cause such registration statement tobecome and remain effective for the period of the distribution contemplatedthereby (determinedas hereinafter provided);

### (b)           prepareand file with the Commission such amendments and supplements to suchregistration statement and the prospectus used in connection therewith as maybe necessary to keep such registration statement effective for the periodspecified in paragraph (a) above and comply with the provisions of theSecurities Act with respect to the disposition of all Restricted Stock coveredby such registration statement in accordance with the sellers’ intended methodof disposition set forth in such registration statement for such period;

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### (c)           furnish to each seller of Restricted Stock and to eachunderwriter such number of copies of the registration statement and theprospectus included therein (including each preliminary prospectus) as suchpersons reasonably may request in order to facilitate the public sale or otherdisposition of the Restricted Stock covered by such registration statement;

### (d)           use its best efforts to register or qualify the RestrictedStock covered by such registration statement under the securities or “blue sky”laws of such jurisdictions as the sellers of Restricted Stock or, in the caseof an underwritten public offering, the managing underwriter reasonably shall request;provided, however, that the Company shall not for any suchpurpose be required to qualify generally to transact business as a foreigncorporation in any jurisdiction where it is not so qualified or to consent togeneral service of process in any such jurisdiction;

### (e)           use its best efforts to list the Restricted Stock coveredby such registration statement with any securities exchange on which the CommonStock of the Company is then listed;

### (f)            provide a transfer agent and registrar for all such RestrictedStock, not later than the effective date of such registration statement;

### (g)           immediately notify each seller of Restricted Stock andeach underwriter under such registration statement, at any time when aprospectus relating thereto is required to be delivered under the SecuritiesAct, of the happening of any event of which the Company has knowledge as aresult of which the prospectus contained in such registration statement, asthen in effect, includes an untrue statement of a material fact or omits tostate a material fact required to be stated therein or necessary to make thestatements therein not misleading in light of the circumstances then existing;

### (h)           if the offering is underwritten and at the request of anyseller of Restricted Stock, use its best efforts to furnish on the date thatRestricted Stock is delivered to the underwriters for sale pursuant to suchregistration:  (i) an opinion dated suchdate of counsel representing the Company for the purposes of such registration,addressed to the underwriters and to such seller, to such effect as reasonablymay be requested by counsel for the underwriters and (ii) a letter dated suchdate from the independent public accountants retained by the Company, addressedto the underwriters and to such seller, stating that they are independentpublic accountants within the meaning of the Securities Act and that, in theopinion of such accountants, the financial statements of the Company includedin the registration statement or the prospectus, or any amendment or supplementthereof, comply as to form in all material respects with the applicableaccounting requirements of the Securities Act, and such letter shalladditionally cover such other financial matters (including information as tothe period ending no more than five business days prior to the date of suchletter) with respect to such registration as such underwriters reasonably mayrequest;

### (i)            make available for inspection by each seller ofRestricted Stock, any underwriter participating in any distribution pursuant tosuch registration statement, and any attorney, accountant or other agentretained by such seller or underwriter, all financial and other records,pertinent corporate documents and properties of the Company, and cause theCompany’s 

 

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### officers, directors and employees to supply allinformation reasonably requested by any such seller, underwriter, attorney,accountant or agent in connection with such registration statement.  The rights granted pursuant to thissubsection (i) may not be assigned or otherwise conveyed by such person or byany subsequent transferee of any such rights without the written consent of theCompany, which consent shall not be unreasonably withheld; provided, however,that the Company may refuse such written consent if the proposed transferee isa competitor of the Company as determined by the Board of Directors; and provided,further, that no such written consent shall be required if the transferis made to a party who is not a competitor of the Company and who is a parent,subsidiary, affiliate, partner or group member of such person;

### (j)            advise each selling holder of Restricted Stock, promptlyafter it shall receive notice or obtain knowledge thereof, of the issuance ofany stop order by the Commission suspending the effectiveness of suchregistration statement or the initiation or threatening of any proceeding forsuch purpose and promptly use all reasonable efforts to prevent the issuance ofany stop order or to obtain its withdrawal if such stop order should be issued;

### (k)           cooperate with the selling holders of Restricted Stock andthe managing underwriters, if any, to facilitate the timely preparation anddelivery of certificates representing Restricted Stock to be sold, suchcertificates to be in such denominations and registered in such names as suchholders or the managing underwriters may request at least two business daysprior to any sale of Restricted Stock; and

### (l)            permit any holder of Restricted Stock which holder, inthe sole and exclusive judgment, exercised in good faith, of such holder, mightbe deemed to be a controlling person of the Company, to participate in goodfaith in the preparation of such registration or comparable statement and torequire the insertion therein of material, furnished to the Company in writing,which in the reasonable judgment of such holder and its counsel should beincluded, subject to review by the Company and its counsel after consultationwith such holder.

Forpurposes of Sections 2.7(a) and 2.7(b) and of Section 2.4(c), the period ofdistribution of Restricted Stock in a firm commitment underwritten publicoffering shall be deemed to extend until each underwriter has completed thedistribution of all securities purchased by it, and the period of distributionof Restricted Stock in any other registration shall be deemed to extend untilthe earlier of the sale of all Restricted Stock covered thereby and 120 daysafter the effective date thereof.

Inconnection with each registration hereunder, the sellers of Restricted Stockwill furnish to the Company in writing such information with respect tothemselves and the proposed distribution by them as reasonably shall benecessary in order to assure compliance with federal and applicable statesecurities laws.

Inconnection with each registration pursuant to Sections 2.3, 2.4, 2.5, 2.6 or2.14 covering an underwritten public offering, the Company and each seller ofsecurities in such offering agree to enter into a written agreement with themanaging underwriter selected in the manner herein provided in such form andcontaining such provisions as are customary in the securities business for suchan arrangement between such underwriter and companies of the Company’s size andinvestment stature.

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## 2.8           Expenses. All expenses incurred by the Company in complying with Sections 2.3,2.4, 2.5, 2.6 and 2.14, including, without limitation, all registration andfiling fees, printing expenses, fees and disbursements of counsel andindependent public accountants for the Company, fees and expenses (includingcounsel fees) incurred in connection with complying with state securities or “bluesky” laws, fees of the National Association of Securities Dealers, Inc.,transfer taxes, fees of transfer agents and registrars, costs of insurance, andfees and disbursements of one special counsel for the sellers of RestrictedStock, but excluding any Selling Expenses, are called “Registration Expenses.”  All underwriting discounts and sellingcommissions applicable to the sale of Restricted Stock are called “SellingExpenses.”

TheCompany will pay all Registration Expenses in connection with each registrationstatement under Sections 2.3, 2.4, 2.5, 2.6 or 2.14; provided, however,that if a registration statement is withdrawn at the request of theparticipating holders of Restricted Stock (other than as a result of a MaterialAdverse Change), such Registration Expenses shall be borne by the participatingholders of Restricted Stock who made such withdrawal requests in proportion tothe number of shares of Restricted Stock proposed to be sold by each.  All Selling Expenses in connection with eachregistration statement under Sections 2.3, 2.4, 2.5, 2.6 or 2.14 shall be borneby the participating sellers in proportion to the number of shares sold byeach, or by such participating sellers other than the Company (except to theextent the Company shall be a seller) as they may agree.

## 2.9           Indemnification and Contribution.

### (a)           In the event of a registration of any of the RestrictedStock under the Securities Act pursuant to Sections 2.3, 2.4, 2.5, 2.6 or 2.14,the Company will indemnify and hold harmless each seller of such RestrictedStock thereunder, each underwriter of such Restricted Stock thereunder and eachother person, if any, who controls such seller or underwriter within themeaning of the Securities Act, against any losses, claims, damages orliabilities, joint or several, to which such seller, underwriter or controllingperson may become subject under the Securities Act or otherwise, insofar assuch losses, claims, damages or liabilities (or actions in respect thereof)arise out of or are based upon any untrue statement or alleged untrue statementof any material fact contained in any registration statement under which suchRestricted Stock was registered under the Securities Act pursuant toSections  2.3, 2.4, 2.5, 2.6 or 2.14, anypreliminary prospectus or final prospectus contained therein, or any amendmentor supplement thereof, or arise out of or are based upon the omission oralleged omission to state therein a material fact required to be stated thereinor necessary to make the statements therein not misleading, and will reimburseeach such seller, each such underwriter and each such controlling person forany legal or other expenses reasonably incurred by them in connection withinvestigating or defending any such loss, claim, damage, liability or action; provided,however, that the Company will not be liable in any such case if and tothe extent that any such loss, claim, damage or liability arises out of or isbased upon an untrue statement or alleged untrue statement or omission oralleged omission so made in conformity with information furnished by any suchseller, any such underwriter or any such controlling person in writingspecifically for use in such registration statement or prospectus.

### (b)           In the event of a registration of any of the RestrictedStock under the Securities Act pursuant to Sections 2.3, 2.4, 2.5, 2.6 or 2.14,each seller of such Restricted Stock 

 

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### thereunder, severally and not jointly, willindemnify and hold harmless the Company, each person, if any, who controls theCompany within the meaning of the Securities Act, each officer of the Companywho signs the registration statement, each director of the Company, eachunderwriter and each person who controls any underwriter within the meaning ofthe Securities Act, against all losses, claims, damages or liabilities, jointor several, to which the Company or such officer, director, underwriter orcontrolling person may become subject under the Securities Act or otherwise,insofar as such losses, claims, damages or liabilities (or actions in respect thereof)arise out of or are based upon any untrue statement or alleged untrue statementof any material fact contained in the registration statement under which suchRestricted Stock was registered under the Securities Act pursuant to Sections  2.3, 2.4, 2.5, 2.6 or 2.14, any preliminaryprospectus or final prospectus contained therein, or any amendment orsupplement thereof, or arise out of or are based upon the omission or allegedomission to state therein a material fact required to be stated therein ornecessary to make the statements therein not misleading, and will reimburse theCompany and each such officer, director, underwriter and controlling person forany legal or other expenses reasonably incurred by them in connection withinvestigating or defending any such loss, claim, damage, liability or action; provided,however, that such seller will be liable hereunder in any such case ifand only to the extent that any such loss, claim, damage or liability arisesout of or is based upon an untrue statement or alleged untrue statement oromission or alleged omission made in reliance upon and in conformity withinformation pertaining to such seller, as such, furnished in writing to theCompany by such seller specifically for use in such registration statement orprospectus; and, provided, further, however, that theliability of each seller hereunder shall be limited to the proportion of anysuch loss, claim, damage, liability or expense which is equal to the proportionthat the public offering price of the shares sold by such seller under suchregistration statement bears to the total public offering price of allsecurities sold thereunder, but not in any event to exceed the net proceedsreceived by such seller from the sale of Restricted Stock covered by suchregistration statement.

### (c)           Promptly after receipt by an indemnified party hereunderof notice of the commencement of any action, such indemnified party shall, if aclaim in respect thereof is to be made against the indemnifying partyhereunder, notify the indemnifying party in writing thereof, but the omissionso to notify the indemnifying party shall not relieve it from any liabilitywhich it may have to such indemnified party other than under this Section 2.9and shall only relieve it from any liability which it may have to suchindemnified party under this Section 2.9 if and to the extent the indemnifyingparty is prejudiced by such omission.  Incase any such action shall be brought against any indemnified party and itshall notify the indemnifying party of the commencement thereof, theindemnifying party shall be entitled to participate in and, to the extent itshall wish, to assume and undertake the defense thereof with counsel reasonablysatisfactory to such indemnified party, and, after notice from the indemnifyingparty to such indemnified party of its election so to assume and undertake thedefense thereof, the indemnifying party shall not be liable to such indemnifiedparty under this Section 2.9 for any legal expenses subsequently incurred by suchindemnified party in connection with the defense thereof other than reasonablecosts of investigation and of liaison with counsel so selected; provided,however, that, if the defendants in any such action include both theindemnified party and the indemnifying party and the indemnified party shallhave reasonably concluded that there may be reasonable defenses available to itwhich are different from or additional to those available to the indemnifyingparty or if the interests of the indemnified party reasonably may be 

 

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### deemed to conflict with the interests of theindemnifying party, the indemnified party shall have the right to select aseparate counsel and to assume such legal defenses and otherwise to participatein the defense of such action, with the expenses and fees of such separatecounsel and other expenses related to such participation to be reimbursed bythe indemnifying party as incurred.

### (d)           In order to provide for just and equitable contribution tojoint liability under the Securities Act in any case in which either (i) anyholder of Restricted Stock exercising rights under this Agreement, or anycontrolling person of any such holder, makes a claim for indemnificationpursuant to this Section 2.9 but it is judicially determined (by the entry of afinal judgment or decree by a court of competent jurisdiction and theexpiration of time to appeal or the denial of the last right of appeal) thatsuch indemnification may not be enforced in such case notwithstanding the factthat this Section 2.9 provides for indemnification in such case, or (ii)contribution under the Securities Act may be required on the part of any suchselling holder or any such controlling person in circumstances for which indemnificationis provided under this Section 2.9; then, and in each such case, the Companyand such holder will contribute to the aggregate losses, claims, damages orliabilities to which they may be subject (after contribution from others) insuch proportion so that such holder is responsible for the portion representedby the percentage that the public offering price of its Restricted Stockoffered by the registration statement bears to the public offering price of allsecurities offered by such registration statement, and the Company isresponsible for the remaining portion; provided, however, that,in any such case, (A) no such holder will be required to contribute any amountin excess of the public offering price of all such Restricted Stock offered byit pursuant to such registration statement; and (B) no person or entity guiltyof fraudulent misrepresentation (within the meaning of Section 11(f) of theSecurities Act) will be entitled to contribution from any person or entity whowas not guilty of such fraudulent misrepresentation.

## 2.10         Changes in Common Stock or PreferredStock.  If, and as often as, there isany change in the Common Stock or the Preferred Stock by way of a stock split,stock dividend, combination or reclassification, or through a merger,consolidation, reorganization or recapitalization, or by any other means,appropriate adjustment shall be made in the provisions hereof so that therights and privileges granted hereby shall continue with respect to the CommonStock and the Preferred Stock as so changed.

## 2.11         Rule 144 Reporting. With a view to making available the benefits of certain rules andregulations of the Commission which may at any time permit the sale of theRestricted Stock to the public without registration, at all times after 90 daysafter any registration statement covering a public offering of securities ofthe Company under the Securities Act shall have become effective, the Companyagrees to:

### (a)           make and keep public information available, as those termsare understood and definedin Rule 144 under the Securities Act;

### (b)           use its best efforts to file with theCommission in a timely manner all reports and other documents required of theCompany under the Securities Act and the Exchange Act; and

 

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### (c)           furnish to each holder of Restricted Stock forthwith uponrequest a written statement by the Company as to its compliance with thereporting requirements of such Rule 144 and of the Securities Act and theExchange Act, a copy of the most recent annual or quarterly report of theCompany, and such other reports and documents so filed by the Company as suchholder may reasonably request in availing itself of any rule or regulation ofthe Commission allowing such holder to sell any Restricted Stock without registration.

## 2.12         Suspension of Registration Rights.  Notwithstanding the provisions of Section2.4, the Company’s obligation to file a registration statement, or cause suchregistration statement to become and remain effective, shall be suspended for aperiod not to exceed 120 days (in the case of a registration statement on FormS-1) or 90 days (in the case of a registration statement on Form S-3) in any12-month period if the Company shall furnish to the Investors requesting suchregistration a certificate signed by the President of the Company statingeither (i) that in the good faith judgment of the Company it would likely bedetrimental to the Company or its stockholders (whether due to a potentialadverse effect on a pending transaction or otherwise) for a registrationstatement to be filed in the near future or (ii) that there exists at the timematerial non-public information relating to the Company which, in thereasonable opinion of the Company, should not be disclosed.

## 2.13         No More Favorable “Piggy-Back” Registration Rights.  The Company shall not grant to any thirdparty any “piggy-back” registration rights of the type set forth in Section 2.5that are more favorable than or inconsistent with any of those containedherein, so long as any of the registration rights under this Agreement remainsin effect without the prior written consent of at least sixty-six andtwo-thirds percent (66 2/3%) in interest of the Preferred Stock held by MajorInvestors.

## 2.14         Second Public Offering.

### (a)           If the Company at any time proposes its Second PublicOffering, it will give written notice to all holders of outstanding RestrictedStock of its intention so to do.  Uponthe written request of any such holder, received by the Company within 15 daysafter the giving of any such notice by the Company, to register any of itsRestricted Stock, the Company will use, subject to the thresholds specified inSection 2.14(b) and (c) below, its best efforts to cause the Restricted Stockas to which registration shall have been so requested to be included in thesecurities to be covered by the registration statement proposed to be filed bythe Company (the “Second Public Offering Registration Statement”), all to theextent requisite to permit the sale or other disposition by the holder of suchRestricted Stock so registered; subject to the terms set forth in this Section2.14.

### (b)           The Second Public Offering Registration Statement shallcover no less than (i) 800,000 shares to be issued by the Company, (ii)2,100,000 shares to be sold by the holders of Restricted Stock, (iii) 600,000shares to be sold by the Specified Officers (or such lesser amount as isspecified by the Company, after consultation with the lead underwriter in theunderwritten offering pursuant to such registration statement), (iv) 500,000shares to be sold by other stockholders specified by the Company (or suchlesser amount as is specified by the Company, after consultation with such leadunderwriter) and (v) an amount equal to 15% of the sum of the number of sharesto be included in the Second Public Offering Registration Statement 

 

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### pursuant to clauses (i) through (iv) of this Section2.14(b), which amount shall constitute Overallotment Shares.

### (c)           The number of shares of Restricted Stock to be includedfor sale in an underwritten offering made pursuant to the prospectus includedin the Second Public Offering Registration Statement may be reduced (pro rataamong the requesting holders based upon the number of shares of RestrictedStock owned by such holders) to a minimum of 2,100,000 shares to the extent theCompany specifies, after consultation with the lead underwriter in suchoffering.  To the extent that more than4,000,000 shares are proposed to be offered for sale pursuant to suchprospectus (without giving effect to any exercise of the underwriters’overallotment option), the shares proposed to be offered for sale in excess of4,000,000 shall be allocated for sale by the holders of Restricted Stock whorequested to have shares of Restricted Stock included in the RegistrationStatement pursuant hereto (pro rata among the requesting holders based upon thenumber of shares of Restricted Stock owned by such holders).

### (d)           The Registration Statement shall also register shares tobe offered to the underwriters pursuant to an overallotment option to begranted to the underwriters (the “Overallotment Shares”).  The shares specified in Section 2.14(c) shallbe deemed not to include the Overallotment Shares.  Up to 200,000 shares of common stock may beoffered by the Company to the underwriters of the offering made pursuant to theSecond Public Offering Registration Statement to cover the first portion anyrequest by such underwriters for Overallotment Shares.  Any additional Overallotment Shares shall beallocated for sale to such underwriters by the holders of Restricted Stock (prorata among the requesting holders based upon the number of shares of RestrictedStock owned by such holders).

### (e)           If the Company at any time proposes its Second PublicOffering, it will give notice to the Specified Officers of its intention to doso.  Upon the written request of anySpecified Officer to register any of Common Stock held by such SpecifiedOfficer, the Company will use its best efforts to cause the Common Stock as towhich registration shall have been so requested to be included in thesecurities to be covered by the registration statement proposed to be filed bythe Company, up to amounts the Company specifies, after consultation with thelead underwriter in the underwritten offering pursuant to the Second PublicOffering Registration Statement, in each case, subject to the terms of thisSection 2.14.

# ARTICLE III[INTENTIONALLY OMITTED]

# ARTICLE IV[INTENTIONALLY OMITTED]

# ARTICLE V[INTENTIONALLY OMITTED]

# ARTICLE VIMISCELLANEOUS

## 6.1           Binding Effect. All covenants and agreements contained in this Agreement by or on behalfof any of the parties hereto shall bind and inure to the benefit of therespective 

 

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## successors and assigns of the parties hereto(including without limitation transferees of any Preferred Shares or RestrictedStock), whether so expressed or not; provided, however, that registrationrights conferred herein on the holders of Preferred Shares, Conversion Sharesor Restricted Stock shall only inure to the benefit of a transferee ofPreferred Shares, Conversion Shares or Restricted Stock if the Company is givenwritten notice thereof and either: (i) there is transferred to such transfereeall of the shares (but in any event at least 100,000 shares) of RestrictedStock originally issued pursuant to the Purchase Agreement to the direct orindirect transferor of such transferee or (ii) such transferee is a limited orgeneral partner, stockholder, member, unitholder or affiliate of a party heretoor any beneficial owner of any interest in a party hereto and such transfereeagrees in writing the Company to take action under this Agreement through asingle representative.

## 6.2           Notices.  Allnotices, requests, consents and other communications hereunder shall be inwriting and shall be delivered in person, mailed by certified or registeredmail, return receipt requested or via overnight courier, or sent by telecopieror telex, addressed as follows:

ifto the Company or any other party hereto, at the address of such party setforth in the Purchase Agreement;

ifto any subsequent holder of Preferred Shares, Conversion Shares or RestrictedStock, to it at such address as may have been furnished to the Company inwriting by such holder;

or,in any case, at such other address or addresses as shall have been furnished inwriting to the Company (in the case of a holder of Preferred Shares, ConversionShares or Restricted Stock) or to the holders of Preferred Shares, ConversionShares or Restricted Stock (in the case of the Company) in accordance with theprovisions of this paragraph.

## 6.3           Governing Law. This Agreement shall be governed by and construed in accordance with theGeneral Corporation Law of the State of Delaware as to matters within the scopethereof, and as to all other matters shall be governed by and construed inaccordance with the internal laws of the Commonwealth of Massachusetts, withoutregard to its principles of conflicts of laws.

## 6.4           Amendment and Waiver.  Except as otherwise expressly set forthherein, this Agreement may not be amended or modified, and no provision hereofmay be waived, without the written consent of the Company and the holders of atleast sixty-six and two-thirds percent (66 2/3%) in interest of the RestrictedStock held by the Major Investors. Additionally, Sections 2.7, 2.8 or 2.9 may not be amended, modified orwaived without the written consent of at least two-thirds of the SpecifiedOfficers and Section 2.14 may not be amended, modified or waived without thewritten consent of at least two-thirds of the Specified Officers.

## 6.5           Counterparts; Facsimile Signatures.  This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.  This Agreement may be executed by facsimilesignatures.

## 6.6           Termination of Registration Rights.  The obligations of the Company to register 

 

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## shares of Restricted Stock under Sections 2.4, 2.5,2.6 or 2.14 shall terminate on the later of (1) fifth anniversary of the dateof the Initial Public Offering; or (ii) the date all holders of RestrictedStock can sell all of their Restricted Stock within a three month periodpursuant to Rule 144 under the Securities Act.

## 6.7           Lock-Up. Each holder of Restricted Stock agrees not to (i) offer to sell, pledge,sell, contract to sell, sell any option or contract to purchase, purchase anyoption or contract to sell, grant any option, right or warrant for the sale of,or otherwise dispose of or transfer any interest in shares of Restricted Stockor other shares of Common Stock or any securities convertible into orexchangeable or exercisable for Common Stock (including, without limitation anyshares of Common Stock that such holder then holds or thereafter acquires thepower of disposition over) or (ii) enter into any swap or any other agreementor any transaction that transfers, in whole or in part, directly or indirectly,the economic consequence of ownership of the Restricted Stock, whether any suchswap transaction is to be settled by delivery of the Restricted Stock or othersecurities, in cash or otherwise, whether in privately negotiated or openmarket transactions, without the consent of the managing underwriters duringthe 180-day period following the effective date of a registration statementfiled in connection with the Company’s Initial Public Offering under theSecurities Act, and to enter into a separate written agreement with themanaging underwriters of such registration to such effect in form and substancesatisfactory to the Company and such underwriters; *provided*, that each executive officer, director andbeneficial or record holder of at least two percent (2%) of the outstandingequity securities of the Company are also required to execute such anagreement.  The Company may imposestop-transfer instructions with respect to the shares subject to the foregoingrestrictions until the end of said 180-day period.

## 6.8           Severability. If any provision of this Agreement shall be held to be illegal, invalidor unenforceable, such illegality, invalidity or unenforceability shall attachonly to such provision and shall not in any manner affect or render illegal,invalid or unenforceable any other provision of this Agreement, and thisAgreement shall be carried out as if any such illegal, invalid or unenforceableprovision were not contained herein.

## 6.9           Section Headings; Pronouns.  The headings contained in this Agreement arefor reference purposes only and shall not in any way affect the meaning orinterpretation of this Agreement. Whenever the context may require, any pronouns used in this Agreementshall include the corresponding masculine, feminine or neuter forms and thesingular forms of nouns and pronouns shall include the plural, and vice versa.

## 6.10         Confidentiality. Each Investor agrees that he, she or it will keep confidential and willnot disclose, divulge or use for any purpose other than to monitor his, her orits investment in the Company any confidential, proprietary or secretinformation which such Investor may obtain from the Company pursuant tofinancial statements, reports and other materials submitted by the Company tosuch Investor pursuant to this Agreement, or pursuant to visitation orinspection rights granted hereunder (“Confidential Information”), unlesssuch Confidential Information is known, or until such Confidential Informationbecomes known, to the public (other than as a result of a breach of thisSection 6.10 by such Investor); provided, however, that an Investor maydisclose Confidential Information (i) to its attorneys, accountants,consultants, and other professionals to the extent necessary to obtain theirservices in connection with 

 

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## monitoring its investment in the Company, (ii) toany prospective purchaser of any Shares from such Investor as long as suchprospective purchaser agrees in writing to be bound by the provisions of thisSection 6.10, (iii) to any affiliate of such Investor or to a partner,stockholder, employee or subsidiary of such Investor, provided that suchaffiliate agrees in writing to be bounds by the provisions of this Section 6.10,or (iv) as may otherwise be required by law, provided that the Investor takesreasonable steps to minimize the extent of any such required disclosure; and,provided, further, however, that Confidential Information shall not includeinformation related to the tax treatment or tax structure of the transactionscontemplated herein.  For this purpose, “taxstructure” is limited to any facts relevant to the U.S. federal income taxtreatment of the transaction and does not include information relating to theidentity of the parties.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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INWITNESS WHEREOF, the parties hereto have caused this Fifth Amended and RestatedInvestor Rights Agreement to be executed as an instrument under seal of thedate first above written.

ENERNOC, INC.
|   | By:    | /s/ Timothy Healy       |
|--------|--------|-------------------------|
|   | Name:  | Timothy Healy           |
|   | Title: | Chief Executive Officer |

 

**INVESTORS:**

FOUNDATION CAPITAL IV, L.P.

By Foundation Capital Management Co. IV, LLC
|   | By:    | /s/ Adam Grosser |
|--------|--------|------------------|
|   | Name:  | Adam Grosser     |
|   | Title: | Manager          |

 

FOUNDATION CAPITAL IVPRINCIPALS FUND, LLC

By Foundation Capital Management Co. IV, LLC
|   | By:    | /s/ Adam Grosser |
|--------|--------|------------------|
|   | Name:  | Adam Grosser     |
|   | Title: | Manager          |

 

FC IV ACTIVE ADVISORS, LLC

By Foundation Capital Management Co. IV, LLC
|   | By:    | /s/ Adam Grosser |
|--------|--------|------------------|
|   | Name:  | Adam Grosser     |
|   | Title: | Manager          |

 

DRAPER FISHER JURVETSON NEW ENGLAND FUND I(SBIC), L.P.
|   | By:    | /s/ Scott M. Johnson                   |
|--------|--------|----------------------------------------|
|   | Name:  | Scott M. Johnson                       |
|   | Title: | Manager and Member of  General Partner |

 

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DRAPER FISHER JURVETSON FUND VI, L.P.
|   | By:    | /s/ John Fisher   |
|--------|--------|-------------------|
|   | Name:  | John Fisher       |
|   | Title: | Managing Director |

 

DRAPER FISHER JURVETSON PARTNERS VI, LLC
|   | By:    | /s/ John Fisher |
|--------|--------|-----------------|
|   | Name:  | John Fisher     |
|   | Title: | Managing Member |

 

DRAPER ASSOCIATES, L.P.
|   | By:    | /s/ Timothy C. Draper |
|--------|--------|-----------------------|
|   | Name:  | Timothy C. Draper     |
|   | Title: | General Partner       |

 

BRAEMAR ENERGY VENTURES, LP
|   | By:    | /s/ William D. Lese |
|--------|--------|---------------------|
|   | Name:  | William D. Lese     |
|   | Title: | Managing Director   |

 
|   |         |
|--------|--------------|
|   | William Hart |

 
|   |           |
|--------|----------------|
|   | Philip Giudice |

 
|   |            |
|--------|-----------------|
|   | Michael Horvath |

 

 

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**FOUNDERS****:**

 

 
|   | /s/ Timothy G. Healy |
|--------|----------------------|
|   | Timothy G. Healy     |

 
|   | /s/ David B. Brewster |
|--------|-----------------------|
|   | David B. Brewster     |

 

 

 

 

SCHEDULE I

ENERNOC, INC.

INSTRUMENT OF ACCESSION

Theundersigned,                                  ,hereby agrees to become party to and bound by that certain Fifth Amended andRestated Investor Rights Agreement dated as of November   , 2007 by and amongEnerNOC, Inc., a Delaware corporation (the “Company”) and certain stockholdersof the Company.  This Instrument ofAccession shall take effect and shall become an integral part of the saidInvestor Rights Agreement immediately upon execution and delivery to theCompany of this Instrument.

INWITNESS WHEREOF, this INSTRUMENT OF ACCESSION has been duly executed by or onbehalf of the undersigned, as a sealed instrument under the laws of theCommonwealth of Massachusetts, as of the date below written.

Signature:

 
|   |         |
|--------|--------------|
|   | (Print Name) |   |
|   | Address:     |   |
|   | Date:        |   |
|        |              |  |  |  |

 

Accepted:

ENERNOC, INC.

|   | By:    |   |
|--------|--------|--------|
|   |   | Name:  |   |
|   |   | Title: |   |
|   | Date:  |   |
|        |        |        |  |  |  |  |

 

4180214v.1

 

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