exv10w14






Exhibit 10.14




STOCKHOLDER AGREEMENT




     This Stockholder Agreement (the “Agreement”) is made as of September 25, 2008 by and
among:




	 	(i)	 	Ameresco, Inc., a Delaware corporation (the “Company”);
	 
	 	(ii)	 	Samuel T. Byrne (“Byrne”), AMCAP Holdings Ltd., a Bermuda limited
company wholly-owned by Byrne (“AMCAP”) (Byrne and AMCAP, each a
“Holder” and, collectively, the “Holders”);
	 
	 	(iii)	 	George P. Sakellaris (“Sakellaris”); and
	 
	 	(iv)	 	Such other Persons who from time to time become party hereto in accordance with
the terms hereof.





Recitals




     WHEREAS, Byrne is the holder of 666,667 shares of the Common Stock and a warrant (“Byrne
Warrant”) exercisable for an aggregate of up to 30,000 shares of the Common Stock at a purchase
price of $0.01 per share;



     WHEREAS, AMCAP is the holder of a warrant (“AMCAP Warrant”, together with the Byrne
Warrant, the “Warrants”) exercisable for an aggregate of up to 206,314 shares of the Common
Stock at a purchase price of $0.01 per share;



     WHEREAS, on the date hereof, Sakellaris is the holder of shares of the Common Stock and
preferred stock sufficient in the aggregate to vote a majority of the capital stock of the Company
entitled to vote on all matters; and



     WHEREAS, the parties believe that it is in the best interests of the Company and the parties
hereto to set forth their agreements on certain matters.



Agreement




     NOW THEREFORE, the parties hereto hereby agree as follows:



     1. EFFECTIVENESS; DEFINITIONS.



     1.1. Effectiveness. This Agreement shall become effective as of the date first set
forth above.



     1.2. Definitions. Certain terms are used in this Agreement as specifically defined
herein. These definitions are set forth or referred to in Section 7 hereof.



 









 





     2. “TAG ALONG” AND “DRAG ALONG” RIGHTS.



     2.1. Tag Along. If Sakellaris proposes to sell any Shares to any Person (hereinafter,
the “Proposed Buyer”) in a transaction where the Holders are not also participating on
substantially the same terms as Sakellaris and Sakellaris has not elected to exercise his Drag
Along Rights (as defined below) under Section 2.2, Sakellaris shall furnish a written notice (the
“Tag Along Notice”) to each of the Holders in the manner prescribed in Section 8.2 of this
Agreement at least 10 days prior to such proposed sale. The Tag Along Notice shall include:




     (a) The principal terms of the proposed sale of Shares to be sold by Sakellaris
(“Sakellaris Offered Shares”), including (i) the number and class of
Sakellaris Offered Shares to be sold to the Proposed Buyer, (ii) the Tag Along Sale
Percentage, (iii) the purchase price per Share to be received from the Proposed
Buyer, and (iv) the name and address of the Proposed Buyer; and




     (b) An invitation to each of the Holders to make an offer to include in the
proposed sale to the Proposed Buyer an additional number of Shares owned by such
Holder not to exceed the Tag Along Sale Percentage of the total number of Shares
then owned by such Holder (assuming conversion and exercise of all of the Shares
owned by such Holder into Common Stock) on the same terms and conditions with
respect to each Share included in the proposed sale of the Sakellaris Offered
Shares.




     2.1.1. Exercise. Within 10 days after delivery of the Tag Along Notice in
accordance with Section 8.2, each Holder that elects to offer Shares in the proposed sale
(each a “Tag Along Seller” and, collectively, the “Tag Along Sellers”) shall
furnish a written notice (the “Tag Along Offer”) to Sakellaris offering to include
in the proposed sale to the Proposed Buyer up to the number of Shares owned by such Tag
Along Seller not to exceed the Tag Along Sale Percentage of the total number of Shares then
owned by such Tag Along Seller (assuming conversion and exercise of all of the Shares owned
by such Tag Along Seller into Common Stock) (the number of Shares offered, the “Holder
Offered Shares”). Each such Holder who does not accept Sakellaris’ invitation to
include Holder Offered Shares in the proposed sale within the 10-day period after delivery
of the Tag Along Notice shall be deemed to have waived all of such Holder’s right to include
any Holder Offered Shares in the proposed sale to the Proposed Buyer subject to the
provisions of Section 2.1.3.




     2.1.2. Reduction of Shares Sold. Sakellaris shall use commercially reasonable
efforts to obtain the inclusion in the proposed sale of the entire number of Holder Offered
Shares that each Tag Along Seller wishes to sell. If the Proposed Buyer does not wish to
purchase all of the Shares made available by Sakellaris and the Tag Along Sellers, then
Sakellaris and each Tag Along Seller shall be entitled to sell, at the price and on the
terms and conditions set forth in the Tag Along Notice (provided that the price set forth in
the Tag Along Offer with respect to shares of Common Stock shall be appropriately adjusted,
if necessary, based on the conversion ratio of any Preferred Stock to be sold), a portion of
the Shares being sold to the Proposed Buyer, in the same proportion as Sakellaris and such
Tag Along Seller’s ownership of Shares (before giving effect to any proposed sale)



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bears to the aggregate number of Shares owned by Sakellaris and all of the Tag Along
Sellers. The transaction contemplated by the Tag Along Notice shall be consummated not
later than 90 days after delivery of the Tag Along Notice to the Holders.




     2.1.3. Additional Compliance. If, before consummation of the proposed sale,
the terms of the proposed sale change with the result that the per share price is greater
than the per share price set forth in the Tag Along Notice, the Tag Along Notice shall be
null and void, and it shall be necessary for a separate Tag Along Notice to be furnished,
and the terms and provisions of Section 2.1 separately complied with, in order to consummate
such proposed sale pursuant to this Section 2.1.




     2.1.4. This Section 2.1 shall not apply to any Transfer of Shares to Sakellaris’
spouse, children, grandchildren, parents, siblings or any spouse, children or grandchildren
of any siblings (each of a “Sakellaris Relative”, and, collectively, the
“Sakellaris Relatives”), or to a trust established for his or for the benefit of any
Sakellaris Relative, or to any gift of Shares by Sakellaris.



     2.2. Drag Along. Each Holder hereby agrees that if Sakellaris has agreed to the sale
of all or a portion of his Shares to any Person (a “Drag Along Buyer”), then Sakellaris
shall have the right to require that each Holder (A) vote all of such Holder’s Shares in favor of
such transaction, to the extent any such vote is required for the consummation of such transaction,
(B) if applicable, sell, transfer or exchange the same proportion of such Holder’s Shares as
Sakellaris is proposing to sell, transfer or exchange with such Drag Along Buyer (calculated as set
forth below), and (C) execute and deliver such instruments of sale, transfer and exchange and take
such other action, including executing any purchase agreement, merger agreement, indemnity
agreement, escrow agreement or related documents, as may be reasonably required by Sakellaris and
the Company in order to carry out the terms and provisions of this Section 2.2 (“Drag Along
Rights”); provided, however, that the Holders liability in respect of any
representations, warranties, covenants, indemnities or otherwise to the Drag Along Buyer be limited
as follows: The aggregate amount of liability in connection with any sale of Shares will not exceed
the lesser of each Holder’s pro rata portion of any such liability, to be determined in accordance
with such Holder’s portion of the total number of Shares included in such sale. If requested to do
so by Sakellaris, each Holder shall sell a number of such Holder’s shares determined by multiplying
(a) the total number of Shares held by such Holder (assuming conversion and exercise of all Shares
owned by such Holder into Common Stock) by (b) a fraction where the numerator is (i) the number of
shares of Common Stock proposed to be sold by Sakellaris to the Drag Along Buyer (assuming
conversion and exercise of all Shares to be sold by Sakellaris to the Drag Along Buyer into Common
Stock) and the denominator is (ii) the total number of shares of Common Stock held by Sakellaris
immediately prior to the proposed sale to such Drag Along Buyer (assuming conversion and exercise
of all Shares owned by Sakellaris into Common Stock) (the “Drag Along Sale Percentage”).




     2.2.1. Exercise. If Sakellaris elects to exercise his rights under this
Section 2.2, Sakellaris shall furnish a written notice (the “Drag Along Notice”) to
each Holder. The Drag Along Notice shall set forth the principal terms of the proposed
sale including (i) the number and class of Shares to be acquired from Sakellaris, (ii) the
Drag Along Sale Percentage, (iii) the per share consideration to be received by Sakellaris
with respect



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to each class of Shares that Sakellaris is proposing to sell to the Proposed Buyer, and
(iv) the name and address of the Proposed Buyer. If Sakellaris consummates the proposed
sale referenced in the Drag Along Notice, each Holder shall be bound and obligated to sell
to the Proposed Buyer that number of such Holder’s Shares determined by multiplying the
total number of Shares held by such Holder by the Drag Along Sale Percentage in exchange for
the same terms and conditions with respect to each Share included in the proposed sale
(subject to Section 2.3 in the case of Warrants) as Sakellaris will sell each of his Shares.
If Sakellaris has not completed the proposed sale described in the Drag Along Notice within
90 days after the Holders are deemed under Section 8.2 hereof to have received such Drag
Along Notice, such Drag Along Notice shall be null and void, each Holder shall be released
from its obligation to sell its Shares pursuant to such Drag Along Notice, and it will be
necessary for a separate Drag Along Notice to be furnished, and the terms and provisions of
this Section 2.2 to be separately complied with, in order to consummate such proposed sale
pursuant to this Section 2.2.



     2.3. Treatment of Warrants. If any Holder proposes to sell the Warrants in any sale
pursuant to Sections 2.1 or 2.2, such Holder shall receive in exchange for such Warrants
consideration equal to the amount (if greater than zero) determined by multiplying (a) the
difference of the purchase price per share of Common Stock to received by Sakellaris in such sale
less the per share exercise price of such Warrants by (b) the number of shares of Common Stock
issuable upon exercise of the Warrants that are to be sold by such Holder in such sale.



     2.4. Miscellaneous. The following provisions shall be applied to any sale to which
Section 2.1 or 2.2 applies:




     2.4.1. Non-Cash Consideration. In the event the consideration to be paid in
exchange for Shares in a proposed sale pursuant to Section 2.1 or 2.2 includes any
securities or other non-cash consideration, the Holders shall receive the same form of
non-cash consideration as Sakellaris.




     2.4.2. Further Assurances. Each Holder, whether in his capacity as a Tag Along
Seller, a seller to a Drag Along Buyer, or a stockholder, officer or director of the
Company, or otherwise, will take or cause to be taken all such actions as may be necessary
or reasonably desirable in order expeditiously to consummate each proposed sale pursuant to
Section 2.1 or 2.2 and any related transactions, including, without limitation, executing,
acknowledging and delivering consents, assignments, waivers and other documents or
instruments; furnishing information and copies of documents; filing applications, reports,
returns, filings and other documents or instruments with governmental authorities; and
otherwise cooperating with Sakellaris and the Proposed Buyer; provided,
however, that the Holders liability in respect of any representations, warranties,
covenants, indemnities or otherwise to the Proposed Buyer be limited as follows: The
aggregate amount of liability in connection with any sale of Shares will not exceed each
Holder’s pro rata portion of any such liability, to be determined in accordance with such
Holder’s portion of the total number of Shares included in such sale.



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     2.4.3. Expenses. Sakellaris, each Holder, and the Company will each be
responsible for their own costs in connection with any proposed sale pursuant to this
Section 2 (whether or not consummated), including without limitation all attorneys fees and
expenses, all accounting fees and charges and all finders, brokerage or investment banking
fees, charges or commissions.




     2.4.4. Closing. At the closing of a sale to which Section 2.1 or 2.2 applies,
each seller will deliver the certificates evidencing the Shares to be included in such sale
by such seller, duly endorsed, or with stock (or equivalent) powers duly endorsed, for
transfer with signature guaranteed, free and clear of any liens or encumbrances, with any
stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable
consideration.



     2.5. Period. This Section 2 shall expire upon the earlier of (a) a Change of Control,
(b) the closing of an Initial Public Offering, or (c) termination of this Agreement.



     3. PIGGYBACK REGISTRATION RIGHTS.



     3.1. General. Each time the Company proposes to file a Registration Statement which
would permit registration of Registrable Securities held by the Holders, the Company will give
notice to all Holders owning Registrable Securities of its intention to do so. Any such Holder of
Registrable Securities may, by written response delivered to the Company within 10 days after the
effectiveness of such notice, request that all or a specified part of the Registrable Securities
held by such Holder be included in such registration, and, subject to the other terms of this
Agreement, the Company thereupon will use its commercially reasonable efforts to cause to be
included in such registration under the Securities Act all shares of Registrable Securities which
the Company has been so requested to register by such Holders, to the extent required to permit the
disposition (in accordance with the methods to be used by the Company or other holders of shares of
Common Stock in such Public Offering) of the Registrable Securities to be so registered; provided
that the Company shall have the right to postpone or withdraw any registration effected pursuant to
this Section 3 without obligation to the Holders. The incremental cost of including the
Registrable Securities in a registration will be borne by the Holders.



     3.2. Underwritten Offerings. If the registration for which the Company gives notice
pursuant to Section 3.1 is a Public Offering involving an underwriting, the Company shall so advise
the Holders as a part of the written notice given pursuant to Section 3.1. In such event, (i) the
right of any Holder to include his Registrable Securities in such registration pursuant to this
Section 3 shall be conditioned upon such Holder’s participation in such underwriting on the terms
set forth herein and (ii) the Holder including Registrable Securities in such registration shall
enter into an underwriting agreement upon customary terms with the underwriter or underwriters
selected for the underwriting by the Company. If any Holder, who has requested inclusion of its
Registrable Securities in such registration as provided above, disapproves of the terms of the
underwriting, such Holder may elect, by written notice to the Company, to withdraw his shares from
such Registration Statement and underwriting. If the managing underwriter advises the Company in
writing that marketing factors require a limitation on the number of shares to be underwritten, the
shares held by a Holder shall be excluded from such Registration



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Statement and underwriting to the extent deemed advisable by the managing underwriter,
provided that none of the Shares held by Sakellaris are included in such Registration Statement.




     3.3. Excluded Transactions. The Company shall not be obligated to effect any
registration of Registrable Securities under this Section 3 in connection with:




     3.3.1. Any Public Offering relating to employee benefit plans or dividend reinvestment
plans; or




     3.3.2. Any Public Offering relating to the acquisition or merger after the date hereof
by the Company or any of its subsidiaries of or with any other businesses; or




     3.3.3. The Initial Public Offering, unless Sakellaris will have requested that all or a
specified part of his Shares be included in such offering.



     3.4. Additional Procedures. Each holder of Registrable Securities included in any
registration shall furnish to the Company such information regarding such holder and the
distribution proposed by such holder as the Company may reasonably request in writing and as shall
be required in connection with any registration, qualification or compliance referred to in this
Agreement. Holders of shares participating in any Public Offering pursuant to this Section 3.1
shall take all such actions and execute all such documents and instruments that are reasonably
requested by the Company to effect the sale of their shares in such Public Offering, including,
without limitation, being parties to the underwriting agreement entered into by the Company and, if
applicable, any other selling shareholders in connection therewith and being liable in respect of
the representations and warranties by, and any other agreements (including without limitation
customary selling stockholder representations, warranties, indemnifications and “lock-up”
agreements) for the benefit of the Company and the underwriters in connection with any registration
of the Registrable Securities; provided, however, that (a) with respect to
individual representations, warranties, indemnities and agreements of sellers of Shares in such
Public Offering, the aggregate amount of such liability will not exceed such holder’s net proceeds
actually received by such holder from such offering and (b) to the extent selling stockholders give
further representations, warranties and indemnities, then with respect to all other
representations, warranties and indemnities of sellers of shares in such Public Offering, the
aggregate amount of such liability will not exceed the lesser of (i) such holder’s pro rata portion
of any such liability, in accordance with such holder’s portion of the total number of Shares
included in the offering or (ii) such holder’s net proceeds actually received by such holder from
such offering.



     3.5. Termination. All of the Company’s obligations to register Registrable Securities
under this Section 3 shall terminate upon the earliest of (a) the date on which no Holder holds any
Registrable Securities or (b) termination of this Agreement.



     3.6. “Lock-Up” Agreement; Confidentiality. Each Holder agrees, if requested by the
Company and the managing underwriter of the Initial Public Offering, (i) not to (a) offer, pledge,
announce the intention to sell, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any Registrable Shares or other
securities



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of the Company (excluding securities acquired in the Initial Public Offering or in the public
market after such offering) or (b) enter into any swap or other agreement that transfers, in whole
or in part, any of the economic consequences of ownership of any Registrable Shares or other
securities of the Company (excluding securities acquired in the Initial Public Offering or in the
public market after such offering), whether any transaction described in clause (a) or (b) is to be
settled by delivery of securities, in cash or otherwise, during the period beginning on the date of
the filing of such registration statement with the Commission and ending 180 days after the date of
the final prospectus relating to the Initial Public Offering (plus up to an additional 34 days to
the extent requested by the managing underwriters for such offering in order to address Rule
2711(f) of FINRA or any similar successor provision) and (ii) to execute any agreement reflecting
clause (i) above as may be requested by the Company or the managing underwriters at the time of
such offering. The Company may impose stop-transfer instructions with respect to the Registrable
Shares or other securities subject to the foregoing restriction until the end of such period. Any
Holder receiving any written notice from the Company regarding the Company’s plans to file a
Registration Statement shall treat such notice confidentially and shall not disclose such
information to any person other than as necessary to exercise its rights under this Agreement.




     4. RIGHTS OF FIRST REFUSAL.



     4.1. Transfer Restrictions. Any Transfer of Shares by a Holder, other than according
to the terms of this Agreement, shall be void and transfer no right, title, or interest in or to
any of such Shares to the purported transferee. Each of the Holders hereby agrees that for so long
as AMCAP holds any Shares, AMCAP at all times will be fully owned and controlled by Byrne and Byrne
will be the sole owner of record and beneficially of all capital stock of AMCAP and a member of the
board of directors of AMCAP. In furtherance of the foregoing, each Holder agrees that, for so long
as AMCAP holds any Shares, there will be no transfer of shares of capital stock of AMCAP or any
interest therein, nor any issuance of shares of capital stock of AMCAP nor any disposition of
shares of capital stock of AMCAP, without the prior written consent of the Company and Sakellaris.



     4.2. If a Holder desires to Transfer any Shares, or any interest in a Holder’s Shares, in any
transaction other than pursuant to Section 4.5, such Holder (the “Selling Holder”) shall
first deliver written notice of his desire to do so (the “ROFR Notice”) to the Company and
Sakellaris, in the manner prescribed in Section 8.2 of this Agreement. The ROFR Notice must
specify: (a) the name and address of the party to which the Selling Holder proposes to Transfer any
Shares or any interest in Shares (the “Offeror”), (b) the number of Shares the Selling
Holder proposes to Transfer (the “Offered Shares”), (c) the consideration per Share to be delivered
to the Selling Holder for the proposed sale, transfer or disposition, and (d) all other material
terms and conditions of the proposed transaction.



     4.3. Company Option to Purchase. Subject to Section 4.5, the Company shall have the
first option to purchase the Offered Shares for the consideration per share and on the terms and
conditions specified in the ROFR Notice (“Purchase Option”). The Company may assign the
Purchase Option, in whole or in part, to Sakellaris, provided that, in connection with any exercise
of the Purchase Option following a partial assignment of the Purchase Option to Sakellaris, the
Company and Sakellaris must agree to purchase all of the Offered Shares. To exercise the



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Purchase Option to purchase the Offered Shares, the Company and Sakellaris, as the case may
be, shall deliver written notice to the Selling Holder no later than 30 days after receiving the
ROFR Notice. In the event the Company and Sakellaris, as the case may be, exercise the Purchase
Option to purchase the Offered Shares, the closing of such purchase shall take place at the offices
of the Company not later than the date 20 days after the expiration of such 30-day period.




     4.4. Sale of Offered Shares by Holders. In the event that the Company and Sakellaris
do not elect to purchase the Offered Shares, the Selling Holder shall be entitled to sell the
Offered Shares to the Offeror according to the terms set forth in the ROFR Notice. If the Selling
Holder wishes to Transfer any such Offered Shares at a price per Share which differs from that set
forth in the ROFR Notice, upon terms different from those previously offered to the Company and
Sakellaris, or more than 90 days after delivery of the ROFR Notice to the Company, then, as a
condition precedent to such transaction, such Shares must first be re-offered to the Company on
such terms and conditions as given to the Offeror, and in accordance with the procedures and time
periods set forth in this Section 4.



     4.5. Excluded Transfers. Any Holder may Transfer Shares to (a) his or her spouse,
children, parents or grandchildren (collectively, “Approved Relatives”), (b) a trust
established solely for the benefit of such Holder or Approved Relatives, or (c) subject to the
Company’s approval, such approval not to be unreasonably withheld, a charity or other non-profit
organization, which would be recognized as a charitable donation under the United States Internal
Revenue Code of 1986, as amended; provided, however, that in each case the
transferee delivers to the Company and Sakellaris prior to any such Transfer a written instrument
agreeing to be bound by the terms of this Agreement as if the transferee were a Holder. A Holder
may Transfer Shares to the other Holder; provided that the Company and Sakellaris are given prior
written notice of any such Transfer. Furthermore, this Section 4 shall not apply to any Transfers
of Shares made in accordance with Section 2 of this Agreement.



     4.6. Restriction on Transfer to Competitive Businesses. Notwithstanding anything
herein to the contrary, a Holder shall not Transfer any Shares to any Person that is a engaged in a
Competitive Business (as defined below). For purposes of this Section 4.6, “Competitive Business”
means any business consistent with the business plan of the Company, as amended and in effect from
time to time, including without limitation (i) the acquisition of and/or investment in existing
energy infrastructure assets located in the United States, which shall include but not be limited
to power production facilities generating electricity, chilled water, steam, hot water,
refrigeration, and renewable energy sales, (ii) the acquisition of and/or investment in existing
companies organized under the laws of the United States or any states thereof or any assets owned
by such domestic companies (whether such assets are within or without the United States), if such
companies or assets are engaged in generating electricity, chilled water, steam, hot water,
refrigeration, and renewable energy, or the provision of goods and services relating to the
consumption thereof in the United States, (iii) the investment in the development, design,
construction and ownership of power production facilities generating electricity, chilled water,
steam, hot water, refrigeration, and renewable energy sales, and/or (iv) the investment in the
design and construction of energy services projects located in the United States for which the
Company is under contract with a host client.



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     4.7. Period. The rights and obligations of the Company and the Holders under this
Section 4 shall expire upon the earlier of (a) a Change of Control, (b) the closing of an Initial
Public Offering, or (c) termination of this Agreement.



     5. AMENDMENT, TERMINATION, ETC.



     5.1. No Oral Modifications. This Agreement may not be orally amended, modified,
extended or terminated, nor shall any oral waiver of any of its terms be effective.



     5.2. Amendment and Waivers. This Agreement may be amended, modified, extended or
terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the
Company, Sakellaris, and Holders holding a majority of the voting power of the Shares held by all
Holders; provided, however, that any provision hereof may be waived by any waiving
party on such party’s own behalf, without the consent of the other party. Each such amendment,
modification, extension, termination and waiver shall be binding upon each party hereto and each
holder of shares subject hereto. In addition, each party hereto and each holder of shares subject
hereto may waive any right hereunder by an instrument in writing signed by such party or holder.



     5.3. Termination. This Agreement shall terminate upon the earlier of (a) the closing
of a Company Sale, (b) two years after the closing of the Initial Public Offering, or (c) the date
on which the Holders hold in aggregate less than 2% of the Company’s outstanding Common Stock
(after giving effect to the conversion into Common Stock of all outstanding shares of preferred
stock and to the issuance of all shares of Common Stock reserved for issuance under employee stock
plans of the Company).



     5.4. Effect of Termination. No termination under this Agreement shall relieve any
Person of liability for breach prior to termination.



     6. FINANCIAL STATEMENTS; CONFIDENTIALITY.



     6.1. Financial Statements. Until the earlier of (i) the closing of an Initial Public
Offering, (ii) a Change of Control, or (iii) termination of this Agreement, the Company will
furnish to each Holder of Shares representing at least 1% of the outstanding Common Stock of the
Company (after giving effect to the conversion into Common Stock of all outstanding shares of
preferred stock and exercise of all outstanding warrants and options to purchase capital stock of
the Company), the following: (a) an unaudited balance sheet of the Company as at the end of each
fiscal quarter, and unaudited financial statements of income and of cash flows of the Company for
such fiscal quarter, all prepared according to generally accepted accounting principles of the
United States consistently applied (“GAAP”), except that such unaudited financial
statements may not be in accordance with GAAP because of the absence of footnotes normally
contained therein and are subject to normal year-end audit adjustments, provided within 30 days of
when such financial statements become available to the Company; and (b) an audited balance sheet of
the Company for its fiscal year, and audited statements of income and of cash flows of the Company
for such year, certified by independent accounts, and prepared according to GAAP, provided within
30 days of when such financial statements become available to the Company.



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     6.2. Confidentiality. Each Holder agrees that he will keep confidential and will not
disclose, divulge or use for any purpose, other than to monitor its investment in the Company, any
Confidential Information, unless such Confidential Information (a) is known or becomes known to the
public in general (other than as a result of a breach of this Section 6.2 by such Holder), (b) is
or has been made known or disclosed to the Holder by a third party without a breach of any
obligation of confidentiality such third party may have to the Company; provided,
however, that a Holder may disclose Confidential Information (i) to its attorneys,
accountants, consultants, and other professionals to the extent necessary to obtain their services
in connection with monitoring its investment in the Company, (ii) to any prospective purchaser of
any Shares from such Holder as long as such prospective purchaser enters into a written
confidentiality agreement in favor of the Company in the form attached hereto as Exhibit A
, or (iii) as may otherwise be required by law, provided that the Holder takes reasonable steps
to minimize the extent of any such required disclosure.



     7. DEFINITIONS.



     7.1. Certain Matters of Construction. In addition to the definitions referred to or
set forth below in this Section 7:




     7.1.1. The words “hereof”, “herein”, “hereunder” and words of similar import shall
refer to this Agreement as a whole and not to any particular Section or provision of this
Agreement, and reference to a particular Section of this Agreement shall include all
subsections thereof;




     7.1.2. Definitions shall be equally applicable to both nouns and verbs and the singular
and plural forms of the terms defined; and




     7.1.3. The masculine, feminine and neuter genders shall each include the other.



     7.2. Definitions. The following terms shall have the following meanings:



     “Affiliates” shall mean, in the case of Sakellaris, (a) any person or entity which,
directly or indirectly, controls, is controlled by or is under common control by Sakellaris, (b)
his lineal descendants or antecedents, spouse, brother or sister or adopted child or adopted
grandchild or any lineal descendants or antecedents of Sakellaris’ spouse, brother or sister or
adopted child or adopted grandchild (“Approved Relatives”), or (c) a trust established solely for
the benefit of Sakellaris or any of his Approved Relatives.



     “Agreement” shall have the meaning set forth in the Preamble.



     “Approved Relatives” shall have the meaning set forth in Section 4.5.



     “Change of Control” shall mean (a) any change in the ownership of the capital stock of
the Company if, immediately after giving effect thereto, any Person (or group of Persons acting in
concert) other than Sakellaris and his Affiliates has the direct or indirect power to elect a
majority of the members of the Board or (b) any change in the ownership of the capital stock of the
Company if, immediately after giving effect thereto, Sakellaris and his Affiliates will own



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less than 35% of the Common Stock of the Company (giving effect to the conversion into Common
Stock of all outstanding shares of convertible preferred stock).




     “Commission” shall mean the United States Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.



     “Common Stock” means the common stock, $.0001 par value per share, of the Company.



     “Company” shall have the meaning set forth in the Preamble.



     “Company Sale” means: (a) a merger or consolidation in which (i) the Company is a
constituent party, or (ii) a Company Subsidiary is a constituent party and the Company issues
shares of its capital stock pursuant to such merger or consolidation, except in the case of either
clause (i) or (ii) any such merger or consolidation involving the Company or a Company Subsidiary
in which the shares of capital stock of the Company outstanding immediately prior to such merger or
consolidation continue to represent, or are converted into or exchanged for shares of capital stock
which represent, immediately following such merger or consolidation, more than 50% by voting power
of the capital stock of (A) the surviving or resulting corporation or (B) if the surviving or
resulting corporation is a wholly owned subsidiary of another corporation immediately following
such merger or consolidation, the parent corporation of such surviving or resulting corporation;
(b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or
series of related transactions, by the Company or a Company Subsidiary of all or substantially all
the assets of the Company and the Company Subsidiaries taken as a whole (except where such sale,
lease, transfer, exclusive license or other disposition is to a wholly owned Company Subsidiary);
or (c) the sale or transfer, in a single transaction or series of related transactions, by the
stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock
of the Company to any person or entity or group of affiliated persons or entities.



     “Company Subsidiary” means any corporation, partnership, trust, limited liability
company or other non-corporate business enterprise in which the Company (or another Company
Subsidiary) holds stock or other ownership interests representing (a) more than 50% of the voting
power of all outstanding stock or ownership interests of such entity or (b) the right to receive
more than 50% of the net assets of such entity available for distribution to the holders of
outstanding stock or ownership interests upon a liquidation or dissolution of such entity.



     “Confidential Information” means any non-public information which a Holder obtains
from the Company pursuant to this Agreement, including, without limitation, any notice of
registration provided to a Holder pursuant to Section 3 of this Agreement or any financial
statements delivered pursuant to Section 6 of this Agreement.



     “Drag Along Buyer” shall have the meaning set forth in Section 2.2.



     “Drag Along Notice” shall have the meaning set forth in Section 2.2.1.



     “Drag Along Sale Percentage” shall have the meaning set forth in Section 2.2.



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     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any
successor federal statute, and the rules and regulations of the Commission issued under such Act,
as they each may, from time to time, be in effect.



     “GAAP” shall have the meaning set forth in Section 6.1.



     “Initial Public Offering” means the initial underwritten public offering of shares of
Common Stock pursuant to an effective Registration Statement.



     “Offeror” shall have the meaning set forth in Section 4.2.



     “Person” shall mean any individual, partnership, corporation, company, association,
trust, joint venture, limited liability company, unincorporated organization, entity or division,
or any government, governmental department or agency or political subdivision thereof.



     “Public Offering” shall mean a public offering and sale of Common Stock for cash
pursuant to an effective Registration Statement.



     “Registrable Securities” shall means (a) the shares of Common Stock held by the
Holders on the date hereof, (b) the shares of Common Stock issuable upon the exercise of the
Warrants, and (c) any other shares of Common Stock issued in respect of such shares because of
stock splits, stock dividends, reclassifications, recapitalizations or similar events;
provided, however, that shares of Common Stock which are Registrable Securities
shall cease to be Registrable Securities (i) upon any sale pursuant to a Registration Statement or
Rule 144 under the Securities Act, or (ii) such times as all Registrable Shares are eligible for
sale under Rule 144(b)(1)(i) of the Securities Act.



     “Registration Statement” means a registration statement filed by the Company with the
Commission for a public offering and sale of securities of the Company (other than a registration
statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited
purpose, or any registration statement covering only securities proposed to be issued in exchange
for securities or assets of another corporation).



     “ROFR Notice” shall have the meaning set forth in Section 4.2.



     “Sakellaris Offered Shares” shall have the meaning set forth in Section 2.1(a).



     “Securities Act” shall mean the Securities Act of 1933, as in effect from time to
time.



     “Selling Holder” shall have the meaning set forth in Section 4.2.



     “Shares” shall mean all shares of capital stock of the Company, or options, warrants,
including without limitation, the Warrants, or other rights to acquire capital stock of the
Company, held by any Holder, whether now owned or hereafter acquired.



     “Tag Along Notice” shall have the meaning set forth in Section 2.1.



     “Tag Along Offer” shall have the meaning set forth in Section 2.1.1.



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     “Tag Along Seller” shall have the meaning set forth in Section 2.1.1.



     “Tag Along Sale Percentage” shall mean the percentage determined by dividing (A) the
aggregate number of shares of Common Stock represented by the Sakellaris Offered Shares (assuming
conversion and exercise of all such Sakellaris Offered Shares into Common Stock) described in the
Tag Along Notice by (B) the total number of shares of Common Stock owned by Sakellaris on the date
of such Tag Along Notice (assuming conversion and exercise of all Shares owned by Sakellaris into
Common Stock).



     “Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or
disposition of any shares to any other Person, whether directly, indirectly, voluntarily,
involuntarily, by operation of law, pursuant to judicial process or otherwise.



     “Warrants” shall have the meaning set forth in the Recitals.



     8. MISCELLANEOUS.



     8.1. Authority; Effect. Each party hereto represents and warrants to and agrees with
each other party that the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized on behalf of such party and do not
violate any agreement or other instrument applicable to such party or by which its assets are
bound. This Agreement does not, and shall not be construed to, give rise to the creation of a
partnership among any of the parties hereto, or to constitute any of such parties members of a
joint venture or other association.



     8.2. Notices. Any notices and other communications required or permitted in this
Agreement shall be effective if in writing and (a) delivered personally or (b) sent by a reputable
nationwide overnight courier service guaranteeing next business day delivery or by registered or
certified mail, postage prepaid, in each case, addressed as follows:



          If to a Holder, at its address set forth on the signature page to this Agreement, or at such
other address as may have been furnished in writing by such Holder to the other parties hereto,
with a copy (which copy shall not constitute notice) to:



Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Fax: (617) 951-7050

Attention: Mark V. Nuccio



If to the Company, to:



Ameresco, Inc.

111 Speen St., Ste. 410

Framingham, Massachusetts 01701

Fax: (508) 661-2201

Attention: Chief Executive Officer






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with a copy (which copy shall not constitute notice) to:



WilmerHale

60 State Street

Boston, Massachusetts 02109

Fax: (617) 526-5000

Attention: Peter N. Handrinos



If to Sakellaris, to:



George P. Sakellaris

c/o Ameresco, Inc.

111 Speen St., Ste. 410

Framingham, Massachusetts 01701

Fax: (508) 661-2201




     Notice to the holder of record of any Shares shall be deemed to be notice to the holder of
such Shares for all purposes hereof.



     Unless otherwise specified herein, such notices or other communications shall be deemed
delivered or effective (a) on the date received, if personally delivered, (b) two business days
after being sent via a reputable nationwide overnight courier service guaranteeing next business
day delivery and (c) three business days after deposit with the U.S. Postal Service, if sent by
registered or certified mail. Each of the parties hereto shall be entitled to specify a different
address by giving notice as aforesaid to each of the other parties hereto.



     8.3. No Assignment. The rights of the Holders hereunder are not assignable without
the Company’s written consent. Except as expressly set forth herein or in connection with an
assignment by the Company by operation of law to the acquirer of the Company, the rights and
obligations of the Holders hereunder may not be assigned under any circumstances.



     8.4. Binding Effect, Etc. Except for restrictions on Transfer of shares set forth
in other agreements, plans or other documents, this Agreement constitutes the entire agreement of
the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or
written agreements or discussions with respect to such subject matter, and shall be binding upon
and inure to the benefit of the parties hereto and their respective permitted heirs,
representatives, successors and assigns.



     8.5. Descriptive Headings. The descriptive headings of this Agreement are for
convenience of reference only, are not to be considered a part hereof and shall not be construed to
define or limit any of the terms or provisions hereof.



     8.6. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one instrument.



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     8.7. Severability. In the event that any provision hereof would, under applicable
law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or
limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible
under, applicable law. The provisions hereof are severable, and in the event any provision hereof
should be held invalid or unenforceable in any respect, it shall not invalidate, render
unenforceable or otherwise affect any other provision hereof.



     9. GOVERNING LAW; REMEDIES.



     9.1. Governing Law. This Agreement shall be governed by and construed in accordance
with the State of Delaware without giving effect to any choice or conflict of laws provision or
rule that would cause the application of the domestic substantive laws of any other jurisdiction.



     9.2. Exercise of Rights and Remedies. No delay of or omission in the exercise of any
right, power or remedy accruing to any party as a result of any breach or default by any other
party under this Agreement shall impair any such right, power or remedy, nor shall it be construed
as a waiver of or acquiescence in any such breach or default, or of any similar breach or default
occurring later; nor shall any such delay, omission nor waiver of any single breach or default be
deemed a waiver of any other breach or default occurring before or after that waiver. In addition
to any and all other remedies that may be available at law in the event of any breach of this
Agreement, each party to the Agreement shall be entitled to specific performance of the agreements
and obligations of the other parties hereunder and to such other injunctive or other equitable
relief as may be granted by a court of competent jurisdiction.



     10. EXPENSES




     10.1. All fees and expenses incurred in connection with this Agreement shall be paid by the
respective parties including, but not limited to, attorney fees and out of pocket expenses, unless
indicated otherwise elsewhere in this Agreement.



[Remainder of Page Intentionally Left Blank]






-15-









 








     IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this
Agreement to be executed on its behalf by its officer or representative thereunto duly authorized)
under seal as of the date first above written.



	 	 	 	 	 
	THE COMPANY: 	AMERESCO, INC.

 	 
	 	By:  	/s/ George P. Sakellaris
 	 
	 	 	Name:  	George P. Sakellaris 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



	 	 	 	 	 
	SAKELLARIS:	

 	 
	 	/s/ George P. Sakellaris
 	 
	 	George P. Sakellaris 	 
	 	 	 
	 



	 	 	 	 	 
	THE HOLDERS: 	AMCAP Holdings Ltd.

 	 
	 	By:  	/s/ Samuel T. Byrne
 	 
	 	 	Name:  	Samuel T. Byrne 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	Address:  	                                   c/o CrossHarbor Capital Advisors
 	 
	 	 	One Boston Place 	 
	 	 	Boston, MA 02108-4406

Fax: (617) 624-8999

Attention:  Samuel T. Byrne 	 



	 	 	 	 	 
	 	 	 
	 	/s/ Samuel T. Byrne
 	 
	 	Samuel T. Byrne 	 



	 	 	 	 	 
	 	Address:  	                                   c/o CrossHarbor Capital Advisors
 	 
	 	 	One Boston Place 	 
	 	 	Boston, MA 02108-4406

Fax: (617) 624-8999

Attention:  Samuel T. Byrne 	 
	 



 









 






	 	 	 	 	 




     IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this
Agreement to be executed on its behalf by its officer or representative thereunto duly authorized)
under seal as of the date first above written.



	 	 	 	 	 
	THE COMPANY: 	AMERESCO, INC.

 	 
	 	By:  	/s/ George P. Sakellaris
 	 
	 	 	Name:  	George P. Sakellaris 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



	 	 	 	 	 
	SAKELLARIS:	

 	 
	 	/s/ George P. Sakellaris
 	 
	 	George P. Sakellaris 	 
	 	 	 
	 



	 	 	 	 	 
	THE HOLDERS: 	AMCAP Holdings Ltd.

 	 
	 	By:  	/s/ Samuel T. Byrne
 	 
	 	 	Name:  	Samuel T. Byrne 	 
	 	 	Title:  	Member 	 



	 	 	 	 	 
	 	Address:  	                                   c/o CrossHarbor Capital Advisors
 	 
	 	 	One Boston Place 	 
	 	 	Boston, MA 02108-4406

Fax: (617) 624-8999

Attention:  Samuel T. Byrne 	 
	 



	 	 	 	 	 
	 	/s/ Samuel T. Byrne
 	 
	 	Samuel T. Byrne 	 



	 	 	 	 	 
	 	Address:  	                                   c/o CrossHarbor Capital Advisors
 	 
	 	 	One Boston Place 	 
	 	 	Boston, MA 02108-4406

Fax: (617) 624-8999

Attention:  Samuel T. Byrne 	 
	 



[Stockholder Agreement Signature Page]





 









 









     IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this
Agreement to be executed on its behalf by its officer or representative thereunto duly authorized)
under seal as of the date first above written.



	 	 	 	 	 
	THE COMPANY: 	AMERESCO, INC.

 	 
	 	By:  	George P. Sakellaris
 	 
	 	 	Name:  	George P. Sakellaris 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



	 	 	 	 	 
	SAKELLARIS:	

 	 
	 	/s/ George P. Sakellaris
 	 
	 	George P. Sakellaris 	 
	 	 	 
	 



	 	 	 	 	 
	THE HOLDERS: 	AMCAP Holdings Ltd.

 	 
	 	By:  	/s/ Jonathan Betts
 	 
	 	 	Name:  	Jonathan Betts 	 
	 	 	Title:  	Director 	 



	 	 	 	 	 
	 	Address:  	                                   c/o CrossHarbor Capital Advisors
 	 
	 	 	One Boston Place 	 
	 	 	Boston, MA 02108-4406

Fax: (617) 624-8999

Attention:  Samuel T. Byrne 	 



	 	 	 	 	 
	 	 	 
	 	/s/ Samuel T. Byrne
 	 
	 	Samuel T. Byrne                                       	 



	 	 	 	 	 
	 	Address:  	                                   c/o CrossHarbor Capital Advisors
 	 
	 	 	One Boston Place 	 
	 	 	Boston, MA 02108-4406

Fax: (617) 624-8999

Attention:  Samuel T. Byrne 	 
	 



[Stockholder Agreement Signature Page]