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Table of Contents <br />Item 15. Exhibits and Financial Statement Schedules <br />Exhibit Number <br />(a)(1) <br />PART IV <br />Financial Statements: See "Index to Consolidated Financial Statements" <br />Financial Statement Schedules: None <br />(a)(2) <br />Schedules are omitted because they are not applicable, or are not required, or because the information is included in the consolidated <br />financial statements and notes thereto. <br />(a)(3)Exhibits: <br />Exhibit Description <br />Page <br />42 <br />3.1 Restated Certificate of Incorporation of Ameresco. Inc. Filed as Exhibit 3.1 to our Current Report on Form 8-K dated July 27, 2010 and filed with the <br />Commission on July 30, 2010 and incorporated herein by reference. <br />3.2 Second Amended and Restated By -Laws of Ameresco. Inc. Filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on April 24, <br />2023 and incorporated herein by reference. <br />4.1 Specimen Certificate evidencing shares of Class A common stock. Filed as Exhibit 4.1 to our Registration Statement on Form S-1 (pre -effective <br />amendment no. 4: reg. no. 333-165821) and incorporated herein by reference. <br />4.16 Description of Ameresco. Inc. Securities Registered under Section 12 of the Exchange Act. Filed as Exhibit 4.16 to our Annual Report on Form 10-K for <br />the year ended December 31.2019 and filed with the Commission on March 4. 2020 and incorporated herein by reference. <br />10.1.1 Fifth Amended and Restated Credit Agreement dated as of March 4. 2022 among Ameresco. Inc.. certain of its subsidiaries, the lenders (as defined therein). <br />BOFA Securities. Inc. as sole lead arranger and sole bookrunner and Bank of America. N.A. as Administrative Agent. Filed as Exhibit 10.1 to our Current <br />Report on Form 8-K filed with the Commission on March 4, 2022 and incorporated herein by reference. <br />10.1.2 Amendment No. 1 to Fifth Amended and Restated Credit Agreement dated as of June 9.2022 among Ameresco. Inc.. certain of its subsidiaries, the lenders <br />(as defined therein). BOFA Securities. Inc. as sole lead arranger and sole bookrunner and Bank of America. N.A. as administrative agent. Filed as Exhibit <br />10.1 to our Form f0-Q for the quarter ended June 30, 2022 and filed with the Commission on August 2, 2023 <br />10.1.3 Amendment No. 2 to Fifth Amended and Restated Credit Agreement dated March 17, 2023 among Ameresco. Inc., certain guarantors party thereto, certain <br />lenders party thereto from time to time and Bank of America. N.A. as Administrative Agent. Filed as Exhibit 10.3 to our Form 10-Q for the quarter ended <br />March 31, 2023 and filed with the Commission on May 2, 2023. <br />10.1.4 Amendment No. 3 to Fifth Amended and Restated Credit Agreement dated as of August 24, 2023 among Ameresco. Inc.. certain of its subsidiaries, the <br />lenders (as defined therein), BOFA Securities. Inc. as sole lead arranger and sole bookrunner and Bank of America. N.A. as administrative agent. Filed as <br />Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on August 24, 2023 and incorporated herein by reference. <br />10.1.5 Amendment No. 4 to Fifth Amended and Restated Credit Agreement dated as of December 11, 2023 among Ameresco. Inc., certain of its subsidiaries, the <br />lenders (as defined therein), and Bank of America, N.A. as Administrative Agent. Filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the <br />Commission on December 11, 2023 and incorporated herein by reference. <br />10.3.1+ Ameresco, Inc. 2010 Stock Incentive Plan. Filed as Exhibit 10.10 to our Registration Statement on Form S-1 (pre -effective amendment no. 4: reg. no. 333- <br />165821) and incorporated herein by reference. <br />10.3.2+ Form of Incentive Stock Option Agreement granted under Ameresco. Inc. 2010 Stock Incentive Plan. Filed as Exhibit 10.11 to our Registration Statement <br />on Form S-1 (pre -effective amendment no. 4: reg. no. 333-165821) and incorporated herein by reference. <br />107 <br />