Opening of Proposals - WWTP Solar Guaranteed Energy Savings Contract Proj. No. 124-015 - Ameresco

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Form of executivelemployee RSU Award Agreement Schedule A DURABLE AUTOMATIC SELL -TO -COVER INSTRUCTION This Durable Automatic Sell -to -Cover Instruction (this "instruction"), which is being delivered to Ameresco, Inc. (the "Company') by the undersigned on the date set forth below (the "Adoption Date"), relates to the Covered RSUs (as defined following my signature below). This Instruction provides for "eligible sell -to -cover transactions" (as described in Rule IObS- 1 (c)(1)(i i)(D)(3) under the Securities Exchange Act of 1934 (the "Exchange Act")) and is intended to satisfy the affirmative defense conditions of Rule 10M-1(c)(1) under the Exchange Act. I acknowledge that upon vesting and settlement of any Covered RSUs in accordance with the applicable RSU's terms, whether vesting is based on the passage of time or the achievement of performance goals, I will have compensation income equal to the fair market value of the shares of the Company's Class A Common Stock subject to the RSUs that are settled on such settlement date and that the Company is required to withhold income and employment taxes in respect of that compensation income. I desire to establish a plan and process to satisfy such withholding obligation in respect of all Covered RSUs through an automatic sale of a portion of the shares of the Company's Class A Common Stock that would otherwise be issuable to me on each applicable settlement date, such portion to be in an amount sufficient to satisfy such withholding obligation, with the proceeds of such sale delivered to the Company in satisfaction of such withholding obligation. I understand that the Company has arranged for the administration and execution of its equity incentive plans and the sale of securities by plan participants thereunder pursuant to a platform administered by a third party (the "Administrator") and the Administrator's designated brokerage partner. Upon the settlement of any of my Covered RSUs pursuant to the Agreement after the [30'h day following the Adoption Date]' [120'h day following the Adoption Date]2, I hereby appoint the Administrator (or any successor administrator) to automatically sell such number of shares of the Company's Class A Common Stock issuable with respect to such RSUs that vested and settled as is sufficient to generate net proceeds sufficient to satisfy the Company's minimum statutory withholding obligations with respect to the income recognized by me in connection with the vesting and settlement of such RSUs (based on minimum statutory withholding rates for all tax purposes, including payroll and social security taxes, that are applicable to such income), For a Participant who is not a Section 16 officer of the Company, insert "N' day following the Adoption Date". 2 For a Participant who is a Section 16 officer of the Company, insert "120" day following the Adoption Date", or "later of: (i) the 901 clay following the Adoption Date or (ii) two business days following the disclosure of the Company's financial results in Form 10-Q or Form I O-K for the completed fiscal quarter in which this Instruction was adopted (or, with respect to this clause (ii), if sooner, the 120" day after adoption of this Instruction)".