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

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Form of executivelemployee RSU Award Agreement and the Company shall receive such net proceeds in satisfaction of such tax withholding obligation. I hereby appoint the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer and the General Counsel, and any of them acting alone and with full power of substitution, to serve as my attorneys in fact to arrange for the sale of shares of the Company's Class A Common Stock in accordance with this Instruction. I agree to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the sale of the shares of Class A Common Stock pursuant to this Instruction. Unless the last box in the definition of Covered RSUs below is checked, if have previously adopted an automatic sale or sell -to -cover instruction relating to Covered RSUs, this Instruction shall be void ab initio with respect to such Covered RSUs. I hereby certify that, as of the Adoption Date: (i) I am not prohibited from entering into this Instruction by the Company s insider trading policy or otherwise; (ii) I am not aware of any material nonpublic information about the Company or its Class A Common Stock; and (iii) I am adopting this Instruction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act. Print Name: Date: Covered RSUs; The following restricted stock units ("RSUs") are covered by this Instruction: The first award of RSUs granted to me on or after the date hereof and any RSUs that may, from time to time following such date, be granted to me by the Company, other than any future granted RSUs which by the terms of the applicable award agreement require the Company to withhold shares for tax withholding obligations in connection with the vesting and settlement of such RSUs, and therefore do not permit sell -to -cover transactions.