Exhibit 10.1






EXHIBIT 10.1



AMENDMENT No. 1

TO

ASSET PURCHASE AGREEMENT AND PROMISSORY NOTE




This Amendment No. 1 (the “Amendment No. 1”) to the Asset Purchase Agreement and the
Promissory Note is made and entered into between World Energy Solutions, Inc., a Delaware
corporation (the “Buyer”), and Northeast Energy Solutions, LLC, a Connecticut limited liability
company (the “Seller”) (together with World Energy, the “Parties”) as of October 20, 2011.
Capitalized terms used herein have the respective meanings ascribed thereto in the Asset Purchase
Agreement dated October 13, 2011 unless otherwise defined herein.



RECITALS





	 	A.	 	The Buyer and the Seller previously entered into the Asset Purchase Agreement effective
October 13, 2011.

	 
	 	B.	 	The Buyer issued a Promissory Note to the order of the Seller pursuant to the terms and
conditions of the Asset Purchase Agreement.

	 
	 	C.	 	The Parties wish to modify certain terms of the Asset Purchase Agreements and the
Promissory Note, subject to conditions set forth in this Amendment No. 1.






NOW THEREFORE, in consideration of mutual covenants, agreements and representations contained
in this Amendment No. 1, the Asset Purchase Agreement, and the Promissory Note, the Parties hereto
agree as follows:




	 	1.	 	The last paragraph of Section 1.6 of the Asset Purchase Agreement shall be amended to
read as follows:







“Upon attainment of the 2011 and/or 2012 earnout goals, the Seller will receive
payment in the form of cash.”




	 	2.	 	The third paragraph on the first page of the Promissory Note shall be removed in its
entirety and replaced as follows:







“Except as otherwise provided below, on each of, July 2, 2012, October 1, 2012, and
December 28, 2012 (each, a “Payment Date”), the Maker shall pay Payee, in lawful money of
the United States by check payable to Payee and delivered to the Payee’s address stated
above or at such other place as the Payee may designate, $1,000,000 of the unpaid
principal amount of this Note, together with the accrued but unpaid interest on the
unpaid principal balance of this Note (each such payment of principal and interest, a
“Cash Payment”).”




	 	3.	 	Conflict. In the event of any conflict between the provisions of this Amendment
No. 1 and the provisions of the Asset Purchase Agreement and/or the Promissory Note, the
provisions of this Amendment No. 1 shall prevail and the provisions of the Asset Purchase
Agreement and/or the Promissory Note shall be deemed modified by this Amendment No. 1 as
necessary to resolve such conflict.







	 	4.	 	Effect of Amendment. Except as expressly amended by this Amendment No. 1 and/or
by the preceding sentence, the terms and provisions of the Asset Purchase Agreement and the
Promissory Note shall continue in full force and effect.






[SIGNATURE PAGE FOLLOWS]



 


 









 








IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to the Asset Purchase
Agreement and the Promissory Note to be duly executed by their respective authorized signatories as
of the date first indicated above.



	 	 	 	 	 

	 

	 	WORLD ENERGY SOLUTIONS, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Philip V. Adams 	 	 
	 

	 	 

Name: Philip V. Adams
	 	 
	 

	 	Title: President and COO	 	 
	 
	 	 	 	 
	 

	 	Address: World Energy Solutions, Inc.

446 Main Street

Worcester, MA 01608

Attention: General Counsel	 	 
	 
	 	 	 	 
	With a copy to (which shall not constitute notice):	 	 
	 
	 	 	 	 
	 

	 	Jeffrey Swaim, Esq.

Mirick O’Connell

100 Front Street

Worcester, MA 01608	 	 
	 
	 	 	 	 
	 

	 	NORTHEAST ENERGY SOLUTIONS, LLC	 	 
	 
	 	 	 	 
	By:
	 	/s/ Robert Boissonneault 	 	 
	 

	 	 

Name: Robert Boissonneault
	 	 
	 

	 	Title: Managing Member	 	 
	 
	 	 	 	 
	 

	 	Members:	 	 
	 
	 	 	 	 
	 
	 	/s/ Robert Boissonneault 	 	 
	 

	 	 

Robert Boissonneault
	 	 
	 
	 	 	 	 
	 
	 	/s/ Michael Santangelo 	 	 
	 

	 	 

Michael Santangelo
	 	 
	 
	 	 	 	 
	 
	 	/s/ Rick Galipeau 	 	 
	 

	 	 

Rick Galipeau
	 	 
	 
	 	 	 	 
	Address: Northeast Energy Solutions LLC	 	 
	 

	 	2 Alcap Ridge

Cromwell, CT 06416	 	 
	 
	 	 	 	 
	With a copy to (which shall not constitute notice):	 	 
	 
	 	 	 	 
	 

	 	Michael Boiczyk, Esq.	 	 
	 

	 	Weber and Carrier, LLP	 	 
	 

	 	24 Cedar Street	 	 
	 

	 	New Britain, CT 01052