Ameresco, Inc. (Form: 10-Q, Received: 08/08/2018 16:58:57)

Date: August 8, 2018

/s/ George P. Sakellaris

George P. Sakellaris

President and Chief Executive Officer

(principal executive officer)

Ameresco Inc. 2017 EMPLOYEE STOCK PURCHASE PLAN as amended The purpose of this 2017 Employee Stock Purchase Plan (this “Plan”) is to provide eligible employees of Ameresco Inc. (the “Company”) and certain of its subsidiaries with opportunities to purchase shares of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”), commencing at the time set forth in the Plan. Subject to adjustment under Section 15 hereof, the number of shares of Common Stock that have been approved for this purpose is 200,000 shares of Common Stock. This Plan is intended to qualify as an “employee stock purchase plan” as defined in Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, and shall be interpreted consistent therewith. 1. Administration. The Plan will be administered by the Board of Directors of the Company (the “Board”) or by a Committee appointed by the Board (the “Committee”). The Board or the Committee has authority to make rules and regulations for the administration of the Plan and its interpretation and decisions with regard thereto shall be final and conclusive. 2. Eligibility. All employees of the Company and all employees of any subsidiary of the Company (as defined in Section 424(f) of the Code) designated by the Board or the Committee from time to time (a “Designated Subsidiary”), are eligible to participate in any one or more of the offerings of Options (as defined in Section 9) to purchase Common Stock under the Plan provided that: (a) they are customarily employed by the Company or a Designated Subsidiary for more than twenty (20) hours a week and for more than five (5) months in a calendar year; (b) they have been employed by the Company or a Designated Subsidiary for at least six (6) months prior to enrolling in the Plan; and (c) they are employees of the Company or a Designated Subsidiary on the first day of the applicable Plan Period (as defined below). No employee may be granted an Option hereunder if such employee, immediately after the Option is granted, owns 5% or more of the total combined voting power or value of the stock of the Company or any subsidiary. For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of an employee, and all stock that the employee has a contractual right to purchase shall be treated as stock owned by the employee. The Company retains the discretion to determine which eligible employees may participate in an offering pursuant to and consistent with Treasury Regulation Sections 1.423- 2(e) and (f). 1

3. Offerings. The Company will make two offerings in a twelve month period (“Offerings”) to employees to purchase stock under this Plan. Offerings will begin each June 1 and December 1, or the first business day thereafter (such dates, the “Offering Commencement Dates”). Each Offering Commencement Date will begin a six (6) month period (a “Plan Period”) during which payroll deductions will be made and held for the purchase of Common Stock at the end of the Plan Period. The Board or the Committee may, at its discretion, choose a different Plan Period of not more than twelve (12) months for Offerings. 4. Participation. An employee eligible on the Offering Commencement Date of any Offering may participate in such Offering by completing and forwarding either a written or electronic payroll deduction authorization form to the employee’s appropriate payroll office at least ten (10) days prior to the applicable Offering Commencement Date. The form will authorize a regular payroll deduction from the Compensation received by the employee during the Plan Period. Unless an employee files a new form or withdraws from the Plan, his or her deductions and purchases will continue at the same rate for future Offerings under the Plan as long as the Plan remains in effect. The term “Compensation” means the amount of money reportable on the employee’s Federal Income Tax Withholding Statement, excluding overtime, shift premium, incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances for travel expenses, income or gains associated with the grant or vesting of restricted stock, income or gains on the exercise of Company stock options or stock appreciation rights, and similar items, whether or not shown or separately identified on the employee’s Federal Income Tax Withholding Statement, but including, in the case of salespersons, sales commissions to the extent determined by the Board or the Committee. 5. Deductions. The Company will maintain payroll deduction accounts for all participating employees. With respect to any Offering made under this Plan, an employee may authorize a payroll deduction in any percentage amount (in whole percentages) up to a maximum of fifteen (15)% of the Compensation he or she receives during the Plan Period or such shorter period during which deductions from payroll are made. The Board or the Committee may, at its discretion, designate a lower maximum contribution rate. The minimum payroll deduction is such percentage of Compensation as may be established from time to time by the Board or the Committee. 6. Deduction Changes. An employee may decrease or discontinue his or her payroll deduction once during any Plan Period, by filing either a written or electronic new payroll deduction authorization form. However, an employee may not increase his or her payroll deduction during a Plan Period. If an employee elects to discontinue his or her payroll deductions during a Plan Period, but does not elect to withdraw his or her funds pursuant to Section 8 hereof, funds deducted prior to his or her election to discontinue will be applied to the purchase of Common Stock on the Exercise Date (as defined below). 7. Interest. Interest will not be paid on any employee accounts, except to the extent that the Board or the Committee, in its sole discretion, elects to credit employee accounts with interest at such rate as it may from time to time determine. 8. Withdrawal of Funds. An employee may at any time prior to the close of business on the fifteenth business day prior to the end of a Plan Period and for any reason permanently draw 2

out the balance accumulated in the employee’s account and thereby withdraw from participation in an Offering. Partial withdrawals are not permitted. The employee may not begin participation again during the remainder of the Plan Period during which the employee withdrew his or her balance. The employee may participate in any subsequent Offering in accordance with terms and conditions established by the Board or the Committee. 9. Purchase of Shares. (a) Number of Shares. On the Offering Commencement Date, the Company will grant to each eligible employee who is then a participant in the Plan an option (an “Option”) to purchase on the last business day of such Plan Period (the “Exercise Date”) at the applicable purchase price (the “Option Price”) up to that number of shares of Common Stock determined by multiplying $2,083 by the number of full months in the Plan Period and dividing the result by the closing price (as determined below) on the Offering Commencement Date; provided, however, that no employee may be granted an Option which permits his or her rights to purchase Common Stock under this Plan and any other employee stock purchase plan (as defined in Section 423(b) of the Code) of the Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such Common Stock (determined at the date such Option is granted) for each calendar year in which the Option is outstanding at any time; and, provided, further, however, that the Committee may, in its discretion, set a fixed maximum number of shares of Common Stock that each eligible employee may purchase per Plan Period which number may not be greater than the number of shares of Common Stock determined by using the formula in the first clause of this Section 9(a) and which number shall be subject to the second clause of this Section 9 (a). (b) Option Price. The Board or the Committee shall determine the Option Price for each Plan Period, including whether such Option Price shall be determined based on the lesser of the closing price of the Common Stock on (i) the first business day of the Plan Period or (ii) the Exercise Date, or shall be based solely on the closing price of the Common Stock on the Exercise Date; provided, however, that such Option Price shall be at least 85% of the applicable closing price. In the absence of a determination by the Board or the Committee, the Option Price will be 95% of the lesser of the closing price of the Common Stock on (i) the first business day of the Plan Period or (ii) the Exercise Date. The closing price shall be (a) the closing price (for the primary trading session) on any national securities exchange on which the Common Stock is listed or (b) the average of the closing bid and asked prices in the over-the-counter-market, whichever is applicable, as published in The Wall Street Journal or another source selected by the Board or the Committee. If no sales of Common Stock were made on such a day, the price of the Common Stock shall be the reported price for the next preceding day on which sales were made. (c) Exercise of Option. Each employee who continues to be a participant in the Plan on the Exercise Date shall be deemed to have exercised his or her Option at the Option Price on such date and shall be deemed to have purchased from the Company the number of whole shares of Common Stock reserved for the purpose of the Plan that his or her accumulated payroll deductions on such date will pay for, but not in excess of the maximum numbers determined in the manner set forth above. 3

(d) Return of Unused Payroll Deductions. Any balance remaining in an employee’s payroll deduction account at the end of a Plan Period will be automatically refunded to the employee. 10. Issuance of Certificates. Certificates representing shares of Common Stock purchased under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or (in the Company’s sole discretion) in the name of a brokerage firm, bank, or other nominee holder designated by the employee. The Company may, in its sole discretion and in compliance with applicable laws, authorize the use of book entry registration of shares in lieu of issuing stock certificates. 11. Rights on Retirement, Death or Termination of Employment. If a participating employee’s employment ends before the last business day of a Plan Period, no payroll deduction shall be taken from any pay then due and owing to the employee and the balance in the employee’s account shall be paid to the employee. In the event of the employee’s death before the last business day of a Plan Period, the Company shall, upon notification of such death, pay the balance of the employee’s account (a) to the executor or administrator of the employee’s estate or (b) if no such executor or administrator has been appointed to the knowledge of the Company, to such other person(s) as the Company may, in its discretion, designate. If, before the last business day of the Plan Period, the Designated Subsidiary by which an employee is employed ceases to be a subsidiary of the Company, or if the employee is transferred to a subsidiary of the Company that is not a Designated Subsidiary, the employee shall be deemed to have terminated employment for the purposes of this Plan. 12. Optionees Not Stockholders. Neither the granting of an Option to an employee nor the deductions from his or her pay shall make such employee a stockholder of the shares of Common Stock covered by an Option under this Plan until he or she has purchased and received such shares. 13. Options Not Transferable. Options under this Plan are not transferable by a participating employee other than by will or the laws of descent and distribution, and are exercisable during the employee’s lifetime only by the employee. 14. Application of Funds. All funds received or held by the Company under this Plan may be combined with other corporate funds and may be used for any corporate purpose. 15. Adjustment for Changes in Common Stock and Certain Other Events. (a) Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under this Plan, (ii) the share limitations set forth in Section 9, and (iii) the Option Price shall be equitably adjusted to the extent determined by the Board or the Committee. (b) Reorganization Events. 4

(1) Definition. A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (b) any transfer or disposition of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company. (2) Consequences of a Reorganization Event on Options. In connection with a Reorganization Event, the Board or the Committee may take any one or more of the following actions as to outstanding Options on such terms as the Board or the Committee determines: (i) provide that Options shall be assumed, or substantially equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to employees, provide that all outstanding Options will be terminated immediately prior to the consummation of such Reorganization Event and that all such outstanding Options will become exercisable to the extent of accumulated payroll deductions as of a date specified by the Board or the Committee in such notice, which date shall not be less than ten (10) days preceding the effective date of the Reorganization Event, (iii) upon written notice to employees, provide that all outstanding Options will be cancelled as of a date prior to the effective date of the Reorganization Event and that all accumulated payroll deductions will be returned to participating employees on such date, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), change the last day of the Plan Period to be the date of the consummation of the Reorganization Event and make or provide for a cash payment to each employee equal to (A) (1) the Acquisition Price times (2) the number of shares of Common Stock that the employee’s accumulated payroll deductions as of immediately prior to the Reorganization Event could purchase at the Option Price, where the Acquisition Price is treated as the fair market value of the Common Stock on the last day of the applicable Plan Period for purposes of determining the Option Price under Section 9(b) hereof, and where the number of shares that could be purchased is subject to the limitations set forth in Section 9(a), minus (B) the result of multiplying such number of shares by such Option Price, (v) provide that, in connection with a liquidation or dissolution of the Company, Options shall convert into the right to receive liquidation proceeds (net of the Option Price thereof) and (vi) any combination of the foregoing. For purposes of clause (i) above, an Option shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determines to be equivalent in 5

value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event. 16. Amendment of the Plan. The Board may at any time, and from time to time, amend or suspend this Plan or any portion thereof, except that (a) if the approval of any such amendment by the shareholders of the Company is required by Section 423 of the Code, such amendment shall not be effected without such approval, and (b) in no event may any amendment be made that would cause the Plan to fail to comply with Section 423 of the Code. 17. Insufficient Shares. If the total number of shares of Common Stock specified in elections to be purchased under any Offering plus the number of shares purchased under previous Offerings under this Plan exceeds the maximum number of shares issuable under this Plan, the Board or the Committee will allot the shares then available on a pro-rata basis. 18. Termination of the Plan. This Plan may be terminated at any time by the Board. Upon termination of this Plan all amounts in the accounts of participating employees shall be promptly refunded. 19. Governmental Regulations. The Company’s obligation to sell and deliver Common Stock under this Plan is subject to listing on a national stock exchange (to the extent the Common Stock is then so listed or quoted) and the approval of all governmental authorities required in connection with the authorization, issuance or sale of such stock. 20. Governing Law. The Plan shall be governed by Delaware law except to the extent that such law is preempted by federal law. 21. Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the treasury of the Company, or from any other proper source. 22. Notification upon Sale of Shares. Each employee agrees, by entering the Plan, to promptly give the Company notice of any disposition of shares purchased under the Plan where such disposition occurs within two years after the date of grant of the Option pursuant to which such shares were purchased. 23. Grants to Employees in Foreign Jurisdictions. The Company may, to comply with the laws of a foreign jurisdiction, grant Options to employees of the Company or a Designated Subsidiary who are citizens or residents of such foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) with terms that are less favorable (but not more favorable) than the terms of Options granted under the Plan to employees of the Company or a Designated Subsidiary who are resident in the United States. Notwithstanding the preceding provisions of this Plan, employees of the Company or a Designated Subsidiary who are citizens or residents of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from eligibility under the Plan if (a) the grant of an Option under the Plan to a citizen or resident of the foreign jurisdiction is prohibited under the laws of such jurisdiction or (b) compliance with 6

the laws of the foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code. The Company may add one or more appendices to this Plan describing the operation of the Plan in those foreign jurisdictions in which employees are excluded from participation or granted less favorable Options. 24. Authorization of Sub-Plans. The Board may from time to time establish one or more sub-plans under the Plan with respect to one or more Designated Subsidiaries, provided that such sub-plan complies with Section 423 of the Code. 25. Withholding. If applicable tax laws impose a tax withholding obligation, each affected employee shall, no later than the date of the event creating the tax liability, make provision satisfactory to the Board for payment of any taxes required by law to be withheld in connection with any transaction related to Options granted to or shares acquired by such employee pursuant to the Plan. The Company may, to the extent permitted by law, deduct any such taxes from any payment of any kind otherwise due to an employee. 26. Effective Date and Approval of Stockholders. The Plan shall become effective on the date that the Plan is approved by the Company’ stockholders (the “Effective Date”). Adopted by the Board of Directors on April 26, 2017 Approved by the stockholders on June 1, 2017 Amendment Adopted by the Board of Directors on February 2, 2018 Amendment Approved by the stockholders on May 24, 2018 Amendment Adopted by the Board of Directors on July 25, 2018 7

AMENDMENT NO. 8 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This AMENDMENT NO. 8 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is dated as of June 29, 2018 (this “Amendment”), among AMERESCO, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO (the “Guarantors” and collectively with the Borrower, the “Loan Parties”), THE LENDERS PARTY HERETO (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent (the “Agent”). WHEREAS, the Loan Parties, the Lenders, and the Agent are parties to that certain Third Amended and Restated Credit and Security Agreement dated as of June 30, 2015, as heretofore amended, among the Borrower, the Guarantors, the Lenders, and the Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); WHEREAS, the Loan Parties, the Agent and the Lenders wish to add an additional Lender, to increase the aggregate amount of the Revolving Commitments to $85,000,000, to increase the Term Loan to $46,000,000, and to make certain other changes to the Credit Agreement, and accordingly revise certain provisions of the Credit Agreement, as described herein; NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties agree that the Credit Agreement is hereby amended as follows: 1. Capitalized Terms. Except as otherwise expressly defined herein, all capitalized terms used herein which are defined in the Credit Agreement have the same meanings herein as therein, except to the extent that such meanings are amended hereby. 2. Amendment to Credit Agreement. (a) Section 1.1 of the Credit Agreement is hereby amended to delete the definitions of “Construction Completion and Cost Overrun Guaranty,” “EBITDA,” “LC Issuer,” “Renewable Energy Subsidiaries,” “Revolving Commitment,” “Term Loan, “Term Loan Commitment,” “Term Loan Lender” and “Total Funded Debt” in their entirety and replace them with the following: “Construction Completion and Cost Overrun Guaranty” means, in connection with any Non-Core Energy Project, a guaranty of (i) the completion and operation of such Non- Core Energy Project on or prior to the date set forth in such guaranty and (ii) the payment of all construction costs and expenses related to such Non-Core Energy Project in excess of the proposed budget for such Non-Core Energy Project. “EBITDA” means, for any period, for the Core Ameresco Companies on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable for such period, (iii) depreciation and amortization expense for such period, (iv) Non-Cash Charges for such period, (v) extraordinary or non-recurring expenses for such period, in an amount not to exceed $5,000,000 after the Effective Time AM 69286370.4

(it being understood that any payment required to be made by any Core Ameresco Company in respect of any Non-Core Energy Project Guaranty Liability shall reduce Consolidated Net Income of the Core Ameresco Companies and shall not be added back to EBITDA), and (vi) the aggregate amount received in cash by the Core Ameresco Companies during such period in respect of regularly scheduled dividends or distributions from the Special Purpose Subsidiaries, calculated and paid in accordance with the organizational documents of such Special Purpose Subsidiaries; (provided, that the amount added back pursuant to this clause (vi) shall not include any amounts received by the Core Ameresco Companies, in connection with any sale, transfer or other disposition of assets or Equity Interests of any Special Purpose Subsidiary); minus (b) the following to the extent included in calculating such Consolidated Net Income (i) extraordinary or non- recurring gains during such period (including, without limitation, non-cash gains attributable to the mark to market movement in the valuation of hedging obligations (to the extent the cash impact resulting from such gain has not been realized) or other derivative instruments, and foreign currency translations), and (ii) proceeds received during such period in respect of Casualty Events and Dispositions. For purposes of calculating EBITDA for any period during which a Permitted Acquisition is consummated, EBITDA shall be adjusted in a manner proposed by the Borrower and reasonably satisfactory to the Required Lenders. “LC Issuer” means Bank of America or any other Lender designated by the Agent in its sole discretion and with the consent of such other Lender in its sole discretion, in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. “Renewable Energy Subsidiaries” means (i) each of the Subsidiaries of the Borrower designated by the Borrower as a renewable energy subsidiary on Schedule 6.13 attached hereto as of the Effective Date, as the same may be amended from time to time, and (ii) any other direct or indirect Subsidiary of the Borrower formed for the purpose of (x) financing, constructing and/or operating any project for the construction and operation of a facility to process methane gas from one or more landfill sites and/or convert methane gas, sunlight, wind or biomass into useable energy and/or (y) selling such methane gas and/or energy and related products produced from methane gas, sunlight, wind or biomass. “Revolving Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit hereunder, as such commitment may be (a) reduced from time to time pursuant to Sections 2.6 and 2.9, (b) increased from time to time pursuant to Section 2.14, or (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 12.6. The initial maximum amount of each Lender’s Revolving Commitment is set forth on Schedule 2.1, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The aggregate original maximum amount of the Revolving Commitments is (i) equal to $60,000,000 as of the Effective Time, (ii) equal to $75,000,000 as of the Revolving Amendment Effective Time, and (iii) equal to $85,000,000 as of the Amendment No. 8 Effective Time. 2

“Term Loan” means (i) the $17,142,857.12 Term Loan made by the Lenders to the Borrower at the Effective Time, (ii) at the Term Amendment Effective Time, the $30,000,000 Term Loan of which $20,000,000.03 was advanced by the Term Lenders to the Borrower on the Term Amendment Effective Time for the purpose of repaying outstanding indebtedness under the Revolving Facility, and (iii) at the Amendment No. 8 Effective time, the $46,000,000.00 Term Loan of which $25,000,000.00 will be advanced by the Term Lenders for the purpose of repaying outstanding indebtedness under the Revolving Facility. “Term Loan Commitment” means with respect to each Term Loan Lender, the agreement of such Lender to retain the outstanding balance of its portion of the Term Loan under the Prior Credit Agreement to the Borrower at the Effective Time, to make additional Term Loan advances to increase the Term Loan to $30,000,000 at the Term Amendment Effective Time, and to make additional Term Loan advances to increase the Term Loan to $46,000,000 at the Amendment No. 8 Effective Time. The aggregate original amount of the Term Loan Commitments, equaling the outstanding balance of the Term Loans under the Prior Credit Agreement, was $17,142,857.12 as of the Effective Time, and $30,000,000.00 as of the Term Amendment Effective Time, and, equaling the aggregate amount of the Term Loan Commitments in effect, is $46,000,000.00 as of the Amendment No. 8 Effective Time. The amount of each Term Loan Lender’s Term Loan Commitment is set forth on Schedule 2.1. “Term Loan Lender” means, (a) a Lender that has a Term Loan Commitment set forth opposite its name on Schedule 2.1 and (i) who, if a Lender at the Effective Time, retained a portion of the Term Loan under the Prior Credit Agreement at the Effective Time, (ii) who, if a Lender a the Term Amendment Effective Time, advanced additional Term Loans as of the Term Amendment Effective Time, and (iii) who advanced additional Term Loans as of the Amendment No. 8 Effective Time, and (b) thereafter, the Lenders from time to time holding an interest in the Term Loan after giving effect to any assignments thereof permitted by Section 12.6. “Total Funded Debt” means the outstanding principal amount of all Indebtedness of the Core Ameresco Companies determined on a consolidated basis (without duplication) in respect of borrowed money, plus the face amount of letters of credit for which a Core Ameresco Company is an obligor to the extent such letters of credit are not secured by cash deposits, plus any obligations of the Borrower with respect to its Guarantees of the Design- Build Agreement to the extent such obligations are required to be accrued on the consolidated balance sheet of the Core Ameresco Companies in accordance with GAAP, including (i) all Indebtedness described in clauses (a), (b), (c) and (e) of the definition of Indebtedness set forth herein, including all guarantees of any of such Indebtedness, and (ii) all Non-Core Energy Project Guaranty Liabilities, but excluding any Indebtedness incurred by the Loan Parties in connection with any Energy Conservation Project Financing. (b) Section 1.1 of the Credit Agreement is further hereby amended to delete the defined terms “Renewable Energy Project Guaranty” and “Renewable Energy Project Guaranty Liability” in their entirety and to add the following defined terms in alphabetical order: 3

“Amendment No. 8” means Amendment No. 8 to Third Amended and Restated Credit Agreement dated as of June 29, 2018, among the Borrower, the Guarantors, the Lenders and the Agent. “Amendment No. 8 Effective Time” means the date on which each of the conditions of the effectiveness of Amendment No. 8 pursuant to Section 6 thereof has been satisfied. “Non-Core Energy Project Guaranty” means in connection with any Non-Core Energy Project, (a) any Guarantee (other than a Construction Completion and Cost Overrun Guaranty) by the Borrower of the obligations of the Non-Core Energy Subsidiary in connection with such Non-Core Energy Project and (b) any indemnification by or from the Borrower of the Non-Core Energy Subsidiary’s customer or the owner of property used for such Non-Core Energy Project or of a third party purchaser of gas or energy and related products (including heating and cooling) produced from such Non-Core Energy Project; provided, however, that no Non-Core Energy Project Guaranty shall guarantee the Indebtedness of any Person. “Non-Core Energy Project Guaranty Liability” means, in connection with any Non- Core Energy Project Guaranty, any liability required to be accrued on the consolidated balance sheet of the Core Ameresco Companies in accordance with GAAP, but excluding the Borrower’s guaranty of the obligations of Ameresco Evansville. (c) The second sentence of paragraph (c) of Section 2.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following new second sentence of paragraph (c): Each such Loan Notice must be received by the Agent (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m. three Business Days before the date of the proposed Borrowing or (ii) in the case of a Base Rate Borrowing not later than 12:00 noon on the date of the proposed Borrowing (including a Base Rate Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.4(c)), provided further that the Borrower shall use Swingline Loan Borrowings to finance the reimbursement of an LC Disbursement except to the extent that such Borrowings would cause the aggregate principal balance of all Swingline Loans outstanding to exceed the Swingline Commitment, in which case the Borrower may use Base Rate Revolving Credit Borrowings to finance such reimbursement, but only to the extent of such excess. (d) Paragraph (g) of Section 2.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following new paragraph (g): (g) Revolving Notes. Prior to the Restatement Date, the Borrower shall prepare, execute and deliver to each Revolving Lender requesting a note evidencing the Revolving Loans owed to it a Revolving Note in the principal amount of such Lender’s Revolving Commitment. Prior to the Term Amendment Effective Time, the Borrower shall prepare, execute and deliver to each Revolving Lender requesting a replacement note to evidence the Revolving Loans owed to it a Revolving Note in the principal amount of such Lender’s Revolving Commitment in effect as of the Term Amendment Effective Time. Prior to the 4

Revolving Amendment Effective Time, the Borrower shall prepare, execute and deliver to each Revolving Lender requesting a replacement note to evidence the Revolving Loans owed to it a Revolving Note in the principal amount of such Lender’s Revolving Commitment in effect as of the Revolving Amendment Effective Time. Prior to the Amendment No. 8 Effective Time, the Borrower shall prepare, execute and deliver to each Revolving Lender requesting a note or a replacement note to evidence the Revolving Loans owed to it a Revolving Note in the principal amount of such Lender’s Revolving Commitment in effect as of the Amendment No. 8 Effective Time. Thereafter, the Revolving Loans of each Revolving Lender evidenced by such Revolving Note and interest thereon shall at all times (including after assignment pursuant to Section 12.6) be represented by one or more promissory notes in such form payable to the order of the payee named therein. (e) Paragraphs (a) and (e) of Section 2.2. of the Credit Agreement are hereby deleted in their entirety and replaced with the following new paragraphs (a) and (e): (a) Funding of the Term Loan. Subject to the terms and conditions set forth herein, each Term Loan Lender that was a Lender under the Prior Credit Agreement agrees to retain its portion of the Term Loan outstanding under the Prior Credit Agreement in Dollars in the full amount of its Term Loan Commitment at the Effective Time. Subject to the terms and conditions set forth in Amendment No. 4, each Lender that is a Lender a the Term Amendment Effective Date shall make an additional Term Loan to the Borrower so that the aggregate amount of the Term Loan as of the Term Amendment Effective Time shall be increased to the amount of such Term Lender’s Term Loan Commitment as of the Term Amendment Effective Time. Subject to the terms and conditions set forth in Amendment No. 8, each Lender shall make an additional Term Loan to the Borrower so that the aggregate amount of the Term Loan as of the Amendment No. 8 Effective Time shall be increased to the amount of such Term Lender’s Term Loan Commitment as of the Amendment No. 8 Effective Time. From and after the Amendment No. 8 Effective Time, all references to the Term Loan shall refer to the Term Loan as so increased. Principal amounts of the Term Loan that have been repaid or prepaid may not be reborrowed. (e) Term Note. Prior to the Effective Time, the Borrower shall prepare, execute and deliver to each Term Loan Lender requesting a note to evidence the Term Loans owed to it a Term Note in the principal amount of such Lender’s Term Loan Commitment. Prior to the Term Amendment Effective Time, the Borrower shall prepare, execute and deliver to each Term Loan Lender requesting a replacement note to evidence the Term Loans owed to it a Term Note in the principal amount of such Lender’s Term Loan Commitment in effect as of the Term Amendment Effective Time. Prior to the Amendment No. 8 Effective Time, the Borrower shall prepare, execute and deliver to each Term Loan Lender requesting a note or a replacement note to evidence the Term Loans owed to it a Term Note in the principal amount of such Lender’s Term Loan Commitment in effect as of the Amendment No. 8 Effective Time. Thereafter, such Term Loan Lender’s portion of the Term Loan evidenced by such Term Note and interest thereon shall at all times (including after assignment pursuant to Section 12.6) be represented by one or more promissory notes in such form payable to the order of the payee named therein. 5

(f) Section 6.21 of the Credit Agreement is hereby amended by deleting the words “Renewable Energy Project Guaranties” on the second line thereof and substituting the words “Non-Core Energy Project Guaranties” in place thereof. (g) The second sentence of Section 8.5 of the Credit Agreement is hereby deleted in its entirety and replaced with the following new second sentence of Section 8.5: Without limiting the generality of the foregoing, the Loan Parties will maintain or cause to be maintained replacement value casualty insurance on the Collateral under such policies of insurance and flood insurance on all Additional Mortgaged Property in compliance with applicable flood laws and regulations, in each case with such insurance companies, in such amounts, with such deductibles, and covering such terms and risks as are standard and customary, available on commercially reasonable terms and at all times satisfactory to the Agent in its commercially reasonable judgment. (h) Section 8.13 of the Credit Agreement is hereby amended to add a new paragraph (d) immediately following paragraph (c) of that section, to read as follows: (d) Notwithstanding anything contained in this Agreement to the contrary, no Mortgage shall be executed and delivered with respect to any real property unless and until each Lender (i) has received, at least twenty business days prior to such execution and delivery, a life of loan flood zone determination and such other documents as it may reasonably request to complete its flood insurance due diligence and (ii) has confirmed to the Agent that flood insurance due diligence and flood insurance compliance has been completed to its satisfaction. (i) Paragraph (g) of Section 9.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following new paragraph (g): (g) Indebtedness incurred by any Loan Party or Canadian Subsidiary under an Energy Conservation Project Financing (including, without limitation, Indebtedness incurred by the Loan Parties under an Energy Conservation Project Financing existing as of the Restatement Date and set forth on Schedule 9.1 attached hereto) in an aggregate principal amount outstanding at any time not in excess of $500,000,000; (j) Paragraphs (m) and (n) of Section 9.1 of the Credit Agreement are hereby redesignated as paragraphs (n) and (o), respectively, and a new paragraph (m) is hereby added immediately following paragraph (l) to read as follows: (m) Indebtedness incurred by a Foreign Subsidiary that is a Non-Core Energy Subsidiary; (k) Paragraphs (i) and (j) of Section 9.2 of the Credit Agreement are hereby redesignated as paragraphs (j) and (k), respectively, and a new paragraph (i) is hereby added immediately following paragraph (h) to read as follows: (i) Liens on assets of a Foreign Subsidiary that is a Non-Core Energy Subsidiary to secure Indebtedness permitted under Section 9.1(m); 6

(l) Paragraphs (f) and (h) of Section 9.3 of the Credit Agreement are hereby deleted in their entirety and replaced with the following new paragraphs (f) and (h): (f) any Construction Completion and Cost Overrun Guaranty delivered by the Borrower in connection with a Non-Core Energy Project; (h) any Non-Core Energy Project Guaranty delivered by the Borrower in connection with a Non-Core Energy Project, provided, however, that: (i) one or more of the Core Domestic Ameresco Companies or Non- Core Energy Subsidiaries shall control the operation and maintenance of the Non- Core Energy Project during the term of the renewable energy purchase or infrastructure agreement with respect to such None Core Energy Project; and (ii) in connection with the delivery of any Non-Core Energy Project Guaranty, the Borrower shall deliver to the Agent (A) prior to the delivery of such Non-Core Energy Project Guaranty, a certificate executed by the Chief Financial Officer of the Borrower certifying (based upon such consultation with the Borrower’s independent certified public accountants as the Borrower shall reasonably deem appropriate) that, in accordance with GAAP, such Non-Core Energy Project Guaranty will not result in the accrual of a liability upon the consolidated balance sheet of the Core Ameresco Companies for the fiscal period during which such Non-Core Energy Project Guaranty is delivered; (B) a copy of such Non-Core Energy Project Guaranty and all other documents related thereto; and (C) such other information or reports as the Agent may reasonably request with respect to such Non-Core Energy Project Guaranty; (m) Paragraph (i) of Section 9.3 of the Credit Agreement is hereby amended to delete the word “and” at the end thereof, and paragraph (j) is hereby deleted in its entirety and replaced with the following new paragraphs (j) and (k): (j) Obligations of Ameresco Canada or the Borrower under one or more letters of credit to secure a part of the obligations of Ameresco Canada under the Design-Build Agreement, provided that the aggregate of such obligations of the Borrower and Ameresco Canada under this paragraph (j) shall not exceed 10% of the contract price under the Design-Build Agreement, and provided, further, that the obligations of the Borrower under this paragraph (j) shall be a part of and not exceed the obligations of the Borrower under paragraph (i) of this Section 9.3; and (k) Guarantees by a Foreign Subsidiary that is a Non-Core Energy Subsidiary. (n) Clause (xiii) of paragraph (c) of Section 9.4 of the Credit Agreement is hereby deleted in its entirety and replaced with the following new clause (xiii) of paragraph (c): (xiii) any Loan Party may sell, transfer assign or otherwise dispose of the assets of any Non-Core Energy Project or the Equity Interests of a Special Purpose Subsidiary (other than the Hawaii Joint Venture); and 7

(o) Paragraph (d)(ii) of Section 9.4 of the Credit Agreement is hereby deleted in its entirety and replaced with the following new paragraph (d)(ii): (ii) both immediately prior to and after giving effect to such Permitted Acquisition on a Pro Forma Basis incorporating such pro-forma assumptions as are satisfactory to the Agent in its reasonable discretion,(A) the Loan Parties shall be in compliance with the financial covenant set forth in Section 9.10(b) hereof, (B) the Core Leverage Ratio shall not exceed 2.50 to 1.00, and (C) the sum of unrestricted cash plus the amount of the Revolving Commitment available to be borrowed under Section 2.1 shall not be less than $25,000,000; (p) Paragraph (a) of Section 9.10 of the Credit Agreement is hereby deleted in its entirety and replaced with the following new paragraph (a): (a) Total Funded Debt to EBITDA Ratio. The Loan Parties shall not permit the Core Leverage Ratio (i) as of the end of each fiscal quarter ending on or before June 30, 2016, to exceed 2.00 to 1.00, (ii) as of the end of each fiscal quarter ending on or after September 30, 2016, and on or before March 31, 2018, to exceed 2.75 to 1.00 and (iii) as of the end of each fiscal quarter ending June 30, 2018, and thereafter to exceed 3.00 to 1.00. (q) Paragraph (a)(iv) of Section 12.2 of the Credit Agreement is hereby deleted in its entirety and replaced with the following new paragraph (a)(iv): (iv) except as expressly set forth in clause (x) below, change Section 2.9(c) in a manner that would alter the application of prepayments thereunder, or change Section 2.8(b), Section 2.8(g) or Section 10.3 in a manner that would alter the order or pro rata sharing of payments required thereby, without in each case the written consent of each Lender; (r) Section 12.5 of the Credit Agreement is hereby deleted in its entirety and replaced with “Reserved.” (s) Section 12.25 of the Credit Agreement is hereby deleted in its entirety and replaced with the following new Section 12.25: 12.25. Lender Status. Each Lender represents and warrants as of the Amendment No. 8 Effective Time to the Agent and its Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrower or any other Loan Party, that such Lender is not and will not thereafter be (i) an employee benefit plan subject to Title I of the ERISA, (ii) a plan or account subject to Section 4975 of the Code, (iii) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code, or (iv) a “governmental plan” within the meaning of ERISA. (t) Schedule 1.1(c) of the Credit Agreement is deleted in its entirety and replaced with the Schedule 1.1(c) attached hereto. 8

(u) Schedule 2.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the Schedule 2.1 attached hereto. Upon the Amendment No. 8 Effective Date (i) SunTrust Bank shall be a Lender under the Credit Agreement; (ii) the Term Loan shall be increased by $25,000,000 to reduce the Revolving Loan balances by the same amount, and the Term Loan balances shall be adjusted in accordance with Schedule 2.1, and (iii) the Revolving Credit Commitments shall be adjusted in accordance with Schedule 2.1, and the remaining Revolving Loan balances shall be adjusted in accordance with the Revolving Credit Commitments. (v) Notwithstanding the limitations in Sections 9.7 and 9.14 of the Credit Agreement, the Agent and the Lenders hereby consent to the conversion by the Borrower of all or any part of its loans to Ameresco Canada into equity in Ameresco Canada. 3. Confirmation of Guaranty by Guarantors. Each Guarantor hereby confirms and agrees that all indebtedness, obligations or liability of the Borrower under the Credit Agreement as amended hereby, whether any such indebtedness, obligations and liabilities are now existing or hereafter arising, due or to become due, absolute or contingent, or direct or indirect, constitute “Guaranteed Obligations” under and as defined in the Credit Agreement and, subject to the limitation set forth in Section 4.1 of the Credit Agreement, are guaranteed by and entitled to the benefits of the Guaranty set forth in Article 4 of the Credit Agreement. Each Guarantor hereby ratifies and confirms the terms and provisions of such Guarantor’s Guaranty and agrees that all of such terms and provisions remain in full force and effect. 4. Confirmation of Security Interests. Each Loan Party (other than the Special Guarantors) hereby confirms and agrees that all indebtedness, obligations and liabilities of the Loan Parties under the Credit Agreement as amended hereby, whether any such indebtedness, obligations and liabilities are now existing or hereafter arising, due or to become due, absolute or contingent, or direct or indirect, constitute “Secured Obligations” under and as defined in the Credit Agreement and are secured by the Collateral and entitled to the benefits of the grant of security interests pursuant to Article 5 of the Credit Agreement. The Loan Parties (other than the Special Guarantors) hereby ratify and confirm the terms and provisions of Article 5 of the Credit Agreement and agree that, after giving effect to this Amendment, all of such terms and provisions remain in full force and effect. 5. No Default; Representations and Warranties, etc. The Loan Parties hereby confirm that, after giving effect to this Amendment, (i) the representations and warranties of the Loan Parties contained in Article 6 of the Credit Agreement and the other Loan Documents (A) that contain a materiality qualification are true and correct on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date), and (B) that do not contain a materiality qualification are true and correct in all material respects on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date), and (ii) no Default or Event of Default shall have occurred and be continuing. Each Loan Party hereby further represents and warrants that (a) the execution, delivery and performance by such Loan Party of this Amendment (i) have been duly authorized by all necessary action on the part of such Loan Party, (ii) will not violate any applicable law or regulation or the organizational documents of such Loan Party, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding on such Loan Party or any of its assets that will have a Material Adverse Effect, and (iv) do not 9

require any consent, waiver, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or any Person (other than the Agent and the Lenders) which has not been made or obtained; and (b) it has duly executed and delivered this Amendment. 6. Conditions to Effectiveness. This Amendment shall become effective upon the receipt by the Agent of all of the following: (a) counterparts of this Amendment duly executed by each of the parties hereto or written evidence reasonably satisfactory to the Agent that each of the parties hereto has signed a counterpart of this Amendment; (b) duly completed and executed replacement Revolving Notes and Term Notes for the account of each Revolving Lender and Term Lender requesting the same, to be delivered to such Lender, where applicable, in exchange for such Lender’s existing Revolving Note and Term Note; (c) such documents and certificates as the Agent or Special Counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to the Loan Parties, this Amendment or the other Loan Documents, all in form and substance reasonably satisfactory to the Agent and Special Counsel; (d) evidence satisfactory to the Agent and its Special Counsel that the Loan Parties (other than the Special Guarantors) shall have taken or caused to be taken (or authorized the Agent to take or cause to be taken) all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments and made or caused to be made all such filings and recordings (other than filings or recordings to be made by the Agent on or after the Amendment No. 8 Effective Time) that may be necessary or, in the opinion of the Agent, desirable in order to create in favor of the Agent, for the benefit of the Lenders, valid and (upon such filing and recording) perfected First Priority security interests in the entire personal and mixed property Collateral; (e) a certificate, dated the Amendment No. 8 Effective Time and signed by a Responsible Officer, confirming compliance with the conditions set forth in the first sentence of Section 5 of this Amendment at the Amendment No. 8 Effective Time; (f) favorable written opinions (addressed to the Agent and dated the Revolving Amendment Effective Time) of (i) Morgan, Lewis & Bockius LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Agent and Special Counsel and covering such matters relating to the Loan Parties, this Amendment, the other Loan Documents or the transactions contemplated hereby as the Agent shall reasonably request and (ii) local counsel to the Loan Parties in the following jurisdictions: Arizona, North Carolina, Nevada, Kentucky, Tennessee, Washington, and Ontario, Canada; and (g) payment by the Borrower to the Agent for the benefit of the Agent and the Lenders of the amounts provided in a fee letter dated June 22, 2018, between the Borrower and the Agent. 10

7. Miscellaneous. (a) Except to the extent specifically amended hereby, the Credit Agreement, the Loan Documents and all related documents shall remain in full force and effect. This Amendment shall constitute a Loan Document. Whenever the terms or sections amended hereby shall be referred to in the Credit Agreement, Loan Documents or such other documents (whether directly or by incorporation into other defined terms), such defined terms shall be deemed to refer to those terms or sections as amended by this Amendment. (b) This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered. (c) This Amendment shall be governed by the laws of the Commonwealth of Massachusetts and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. (d) The Loan Parties agree to pay all reasonable expenses, including legal fees and disbursements, incurred by the Agent in connection with this Amendment and the transactions contemplated hereby. [Signature Pages Follow] 11

IN WITNESS WHEREOF, the parties hereto have executed this Amendment which shall be deemed to be a sealed instrument as of the date first above written. BORROWER AMERESCO, INC. By: /s/ John R. Granara, III __________________________ John R. Granara, III Executive Vice President & Chief Financial Officer GUARANTORS AMERESCO ENERTECH, INC. AMERESCO FEDERAL SOLUTIONS, INC. AMERESCO PLANERGY HOUSING, INC. AMERESCO QUANTUM, INC. AMERESCO SELECT, INC. AMERESCOSOLUTIONS, INC. APPLIED ENERGY GROUP INC. SIERRA ENERGY COMPANY By: /s/ John R. Granara, III __________________________ John R. Granara, III Treasurer AMERESCO SOUTHWEST, INC. By: /s/ John R. Granara, III __________________________ John R. Granara, III Vice President and Treasurer E.THREE CUSTOM ENERGY SOLUTIONS, LLC, By: Sierra Energy Company, its sole member By: /s/ John R. Granara, III __________________________ John R. Granara, III Treasurer [Signature Page to Amendment No. 8 to Third Amended Ameresco Credit and Security Agreement]

AMERESCO ASSET SUSTAINABILITY GROUP LLC AMERESCO CT LLC AMERESCO DELAWARE ENERGY LLC AMERESCO EVANSVILLE, LLC AMERESCO HAWAII LLC AMERESCO INTELLIGENT SYSTEMS, LLC AMERESCO LFG HOLDINGS LLC AMERESCO NAVY YARD PEAKER LLC AMERESCO PALMETTO LLC AMERESCO SOLAR, LLC AMERESCO SOLAR NEWBURYPORT LLC AMERESCO STAFFORD LLC SELDERA LLC SOLUTIONS HOLDINGS, LLC By: Ameresco, Inc., its sole member By: /s/ John R. Granara, III __________________________ John R. Granara, III Executive Vice President & Chief Financial Officer AMERESCO SOLAR – PRODUCTS LLC AMERESCO SOLAR – SOLUTIONS LLC AMERESCO SOLAR – TECHNOLOGIES LLC By: Ameresco Solar LLC, its sole member By: Ameresco, Inc., its sole member By: /s/ John R. Granara, III __________________________ John R. Granara, III Executive Vice President & Chief Financial Officer [Signature Page to Amendment No. 8 to Third Amended Ameresco Credit and Security Agreement]

AGENT: BANK OF AMERICA, N.A. By: _/s/ Mollie S. Canup________________________ Name: Mollie S. Canup Title: Vice President LENDERS: BANK OF AMERICA, N.A. By: _/s/ Luanne T. Smith ______________________ Name: Luanne T. Smith Title: Vice President WEBSTER BANK, N.A. By: _/s/ Samuel C Pepe_________________________ Name: Samuel C Pepe Title: V.P. SUNTRUST BANK By: _/s/ Arize Agumadu________________________ Name: Arize Agumada Title: Vice President [Signature Page to Amendment No. 8 to Third Amended Ameresco Credit and Security Agreement]

Schedule 1.1(c) Agent and Lenders Notice Addresses Administrative Agent & Swingline Lender Office: (For financial/loan activity – advances, pay down, interest/fee billing and payments, rollovers, rate- settings): Charles Hensley Mailcode: NC1-001-05-46 ONE INDEPENDENCE CENTER 101 N TRYON STREET CHARLOTTE, NC 28255-0001 PHONE – 980-388-3225 FAX - 704-719-5362 EMAIL: charles.hensley@baml.com Remittance Instructions: (See Admin Details Form for wiring instructions in applicable currencies) LC Issuer’s Office: (For fee payments due LC Issuer only and new LC requests and amendments): Trade Operations Mail Code: PA6-580-02-30 1 Fleet Way Scranton, PA 18507 FAX: 800-755-8743 EMAIL: scranton_standby_LC@bankofamerica.com Remittance Instructions: Bank of America, N.A. Charlotte, NC ABA #: 026-009-593 New York, NY Account #: 04535-883980 Attn: Scranton Standby Ref: AMERESCO INC & LC # Other Notices as Administrative Agent: (For financial statements, compliance certificates, maturity extension and commitment change notices, amendments, consents, vote taking, etc.) Bank of America – Gateway Village Mail Code: NC1-026-06-03 900 West Trade Street Charlotte NC 28255-0001 Attention: Mollie S. Canup PHONE: 980-387-5449 FAX: 704.409.0011 EMAIL: mollie.s.canup@baml.com

Webster Bank Lender Office: Webster Bank, N.A. 100 Franklin Street Mail Code: BOS 105 Boston, MA 02110 Attention: Ann M. Meade, Senior Vice President PHONE: 617-717-6832 FAX: 860-314-4844 EMAIL: Ameade@websterbank Remittance Instructions: Webster Bank, N.A. ABA # 211170101 Account #: 19124483 Attn: Loan Support Services – Linda Angelillo Ref: Incoming Wires – Commercial Loans SunTrust Bank Lender Office: SunTrust Bank 3333 Peachtree Street Road NE Atlanta, GA 30326 Attention: Arize Agumadu, Vice President Phone: 404-836-6113 Email: Arize.Agumadu@suntrust.com and Attention: James Thwaite Phone: 404-836-6033 Email: James.Thwaite@suntrust.com For remittance instructions and financial/loan activity – advances, pay down, interest/fee billing and payments, rollovers, rate-settings): SunTrust Bank 303 Peachtree Street NE, 25th Floor Atlanta, GA 30308 Attention: James Wu Phone: 404-588-7157 Fax: 844-278-8501 Email: James.Wu@suntrust.com

Schedule 2.1 Lenders and Commitments Revolving Credit Commitment Lender Commitment Applicable percentage Bank of America, N.A. $46,717,557.00 54.961832061% Webster Bank, N.A. $22,061,069.00 25.954198473% SunTrust Bank $16,221,374.00 19.083969466% Total Revolving Credit $85,000,000.00 100% Commitments: Term Loan Commitment Lender Commitment Applicable percentage Bank of America, N.A. $25,282,443.00 54.961832061% Webster Bank, N.A. $11,938,931.00 25.954198473% SunTrust Bank $8,778,626.00 19.083969466% Total Term Loan $46,000,000.00 100% Commitments: Swing Line Commitment Lender Commitment Applicable percentage Bank of America, N.A. $5,000,000 100% Total Swing Line $5,000,000 100% Commitments:



Delaware		04-3512838
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
111 Speen Street, Suite 410 Framingham, Massachusetts		01701
(Address of Principal Executive Offices)		(Zip Code)



Large Accelerated Filer o	Accelerated Filer þ	Non-accelerated filer o	Smaller reporting company o
Emerging growth company o		(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuent to Section 13(a) of the Exchange Act. o



Class	Shares outstanding as of August 6, 2018
Class A Common Stock, $0.0001 par value per share	27,747,511
Class B Common Stock, $0.0001 par value per share	18,000,000



		Page
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements

Consolidated Balance Sheets at June 30, 2018 (Unaudited) and December 31, 2017		1

Consolidated Statements of Income (Loss) for the three and six months ended June 30, 2018 and 2017 (Unaudited)		3

Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2018 and 2017 (Unaudited)		4

Consolidated Statement of Changes in Redeemable Non-Controlling Interests and Stockholders’ Equity for the six months ended June 30, 2018 (Unaudited)		5

Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017 (Unaudited)		6

Notes to Condensed Consolidated Financial Statements (Unaudited)		8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		36

Item 3. Quantitative and Qualitative Disclosures About Market Risk		47

Item 4. Controls and Procedures		47

PART II - OTHER INFORMATION
Item 1. Legal Proceedings		48

Item 1A. Risk Factors		48

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		48

Item 6. Exhibits		48

Signatures		50

Exhibit Index		49



	June 30,		December 31,
	2018		2017
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	27,952	$	24,262
Restricted cash	15,103		15,751
Accounts receivable, net	115,596		85,121
Accounts receivable retainage, net	14,669		17,484
Costs and estimated earnings in excess of billings	64,656		104,852
Inventory, net	8,264		8,139
Prepaid expenses and other current assets	14,853		14,037
Income tax receivable	17,237		6,053
Project development costs	16,095		11,379
Total current assets	294,425		287,078
Federal ESPC receivable	246,918		248,917
Property and equipment, net	6,255		5,303
Energy assets, net	404,888		356,443
Goodwill	57,268		56,135
Intangible assets, net	2,414		2,440
Other assets	31,927		27,635
Total assets	$	1,044,095	$	983,951

LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portions of long-term debt and capital lease liabilities	$	27,451	$	22,375
Accounts payable	115,805		135,881
Accrued expenses and other current liabilities	22,800		23,260
Billings in excess of cost and estimated earnings	19,907		19,871
Income taxes payable	1,298		755
Total current liabilities	187,261		202,142
Long-term debt and capital lease liabilities, less current portions and net of deferred financing fees	221,274		173,237
Federal ESPC liabilities	238,617		235,088
Deferred income taxes, net	8,505		584
Deferred grant income	6,912		7,188
Other liabilities	18,496		18,754
Commitments and contingencies (Note 7)

Redeemable non-controlling interests	12,322		10,338



þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



AMERESCO, INC.
CONSOLIDATED BALANCE SHEETS — (Continued)
(in thousands, except share and per share amounts)
	June 30,			December 31,
	2018			2017
	(Unaudited)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at June 30, 2018 and December 31, 2017	$	—		$	—
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 29,818,008 shares issued and 27,732,511 shares outstanding at June 30, 2018, 29,406,315 shares issued and 27,533,049 shares outstanding at December 31, 2017	3			3
Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at June 30, 2018 and December 31, 2017	2			2
Additional paid-in capital	119,257			116,196
Retained earnings	247,080			235,844
Accumulated other comprehensive loss, net	(4,063		)	(5,626		)
Less - treasury stock, at cost, 2,085,497 shares at June 30, 2018 and 1,873,266 shares at December 31, 2017	(11,571		)	(9,799		)
Total stockholders’ equity	350,708			336,620
Total liabilities, redeemable non-controlling interests and stockholders’ equity	$	1,044,095		$	983,951



	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017			2018			2017
Revenues	$	196,982	$	166,665		$	364,392		$	301,275
Cost of revenues	154,206		131,257			286,143			239,943
Gross profit	42,776		35,408			78,249			61,332
Selling, general and administrative expenses	28,801		26,650			56,005			53,137
Operating income	13,975		8,758			22,244			8,195
Other expenses, net	3,966		1,738			7,510			3,564
Income before provision (benefit) for income taxes	10,009		7,020			14,734			4,631
Income tax provision (benefit)	1,307		1,060			(1,472		)	415
Net income	8,702		5,960			16,206			4,216
Net (income) loss attributable to redeemable non-controlling interests	—		(129		)	(516		)	971
Net income attributable to common shareholders	$	8,702	$	5,831		$	15,690		$	5,187
Net income per share attributable to common shareholders:
Basic	$	0.19	$	0.13		$	0.35		$	0.11
Diluted	$	0.19	$	0.13		$	0.34		$	0.11
Weighted average common shares outstanding:
Basic	45,470,000		45,463,000			45,469,000			45,488,000
Diluted	46,406,000		45,675,000			46,272,000			45,601,000



																Accumulated
	Redeemable										Additional					Other							Total
	Non-Controlling			Class A Common Stock				Class B Common Stock			Paid-in		Retained			Comprehensive			Treasury Stock				Stockholders’
	Interests			Shares		Amount		Shares	Amount		Capital		Earnings			Loss			Shares	Amount			Equity
Balance, December 31, 2017	$	10,338		27,533,049		$	3	18,000,000	$	2	$	116,196	$	235,844		$	(5,626	)	1,873,266	$	(9,799	)	$	336,620
Cumulative impact from the adoption of ASU No. 2014-09 (Note 2)	—			—		—		—	—		—		(4,454		)	—			—	—			(4,454		)
Exercise of stock options	—			385,618		—		—	—		2,101		—			—			—	—			2,101
Stock-based compensation expense	—			—		—		—	—		747		—			—			—	—			747
Employee Stock Purchase Plan	—			26,075		—		—	—		213		—			—			—	—			213
Open market purchase of common shares	—			(212,231	)	—		—	—		—		—			—			212,231	(1,772		)	(1,772		)
Unrealized gain from interest rate hedge, net	—			—		—		—	—		—		—			1,561			—	—			1,561
Foreign currency translation adjustment	—			—		—		—	—		—		—			2			—	—			2
Contributions from redeemable non-controlling interests	1,673			—		—		—	—		—		—			—			—	—			—
Distributions to redeemable non-controlling interests	(205		)	—		—		—	—		—		—			—			—	—			—
Net (loss) income	516			—		—		—	—		—		15,690			—			—	—			15,690
Balance, June 30, 2018	$	12,322		27,732,511		$	3	18,000,000	$	2	$	119,257	$	247,080		$	(4,063	)	2,085,497	$	(11,571	)	$	350,708





AMERESCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
(in thousands)
(Unaudited)
	Six Months Ended June 30,
	2018			2017
Cash flows from financing activities:
Payments of financing fees	(2,285		)	(1,614		)
Proceeds from exercises of options and ESPP	2,314			1,077
Repurchase of common stock	(1,772		)	(2,269		)
Proceeds from senior secured credit facility, net	6,100			13,200
Proceeds from long-term debt financings	58,634			41,565
Proceeds from Federal ESPC projects	69,664			74,036
Proceeds from Federal ESPC energy assets	690			—
Proceeds from sale-leaseback financings	—			21,454
Contributions from redeemable non-controlling interests, net	1,468			1,421
Payments on long-term debt	(10,776		)	(35,987		)
Cash flows from financing activities	124,037			112,883
Effect of exchange rate changes on cash	(231		)	(56		)
Net increase in cash, cash equivalents, and restricted cash	4,372			9,152
Cash, cash equivalents, and restricted cash, beginning of period	60,105			52,826
Cash, cash equivalents, and restricted cash, end of period	$	64,477		$	61,978
Supplemental disclosures of cash flow information:
Cash paid for interest	$	5,183		$	5,711
Cash paid for income taxes	$	1,903		$	2,371
Non-cash Federal ESPC settlement	$	66,798		$	9,310
Accrued purchases of energy assets	$	10,586		$	8,606
Conversion of revolver to term loan	$	25,000		$	—



Asset Classification		Estimated Useful Life
Furniture and office equipment		Five years
Computer equipment and software costs		Three to five years
Leasehold improvements		Lesser of term of lease or five years
Automobiles		Five years
Land		Unlimited



Quarter Ended	# Solar PV Projects Sold (actual #’s)_	Sale Price		Deferred Gain Recorded		Deferred Loss Recorded		Capital Lease Asset/Liability Recorded		Initial Lease Term (years)	Minimum Lease Payment		Maximum Lease Payment
June 30, 2017	4	$	12,671	$	932	$	144	$	5,774	20	$	4	$	252



	January 1, 2018
(in thousands)	As Reported			606 Adjustments				Adjusted Balances
Assets:
Costs and estimated earnings in excess of billings		$	104,852		$	(9,194	)		$	95,658
Prepaid expenses and other current assets		14,037			4,343				18,380
Deferred income taxes, net		—			1,003				1,003
Liabilities:
Accrued expenses and other current liabilities		23,260			1,190				24,450
Deferred income taxes, net		584			(584		)		—
Shareholders' Equity:
Retained earnings		235,844			(4,454		)		231,390



	Impact of changes in accounting policies
	Three Months Ended June 30, 2018							Six Months Ended June 30, 2018
(in thousands, except per share amounts)	As Reported		Balances without adoption of Topic 606		Effect of Change Higher/(Lower)			As Reported			Balances without adoption of Topic 606			Effect of Change Higher/(Lower)
Revenues	$	196,982	$	194,698	$	2,284		$	364,392		$	362,937		$	1,455
Cost of revenues	154,206		150,336		3,870			286,143			284,497			1,646
Gross profit	42,776		44,362		(1,586		)	78,249			78,440			(191		)
Operating expenses:
Selling, general and administrative expenses	28,801		28,801		—			56,005			56,005			—
Operating income	13,975		15,561		(1,586		)	22,244			22,435			(191		)
Other expenses, net	3,966		3,966		—			7,510			7,510			—
Income before benefit for income taxes	10,009		11,595		(1,586		)	14,734			14,925			(191		)
Income tax (benefit) provision	1,307		1,641		(334		)	(1,472		)	(1,453		)	(19		)
Net income	8,702		9,954		(1,252		)	16,206			16,378			(172		)
Net (income) attributable to redeemable non-controlling interests	—		—		—			(516		)	(516		)	—
Net income attributable to common shareholders	$	8,702	$	9,954	$	(1,252	)	$	15,690		$	15,862		$	(172	)
Basic income per share	$	0.19	$	0.22	$	(0.03	)	$	0.35		$	0.35		$	—
Diluted income per share	$	0.19	$	0.21	$	(0.02	)	$	0.34		$	0.34		$	—



	US Regions		U.S. Federal		Canada		Non-Solar DG			All Other		Total
Line of Business
Three Months Ended June 30, 2018
Project revenue	$	80,877	$	47,437	$	5,317	$	1,201		$	4,200	$	139,032
O&M revenue	4,069		9,566		—		2,258			—		15,893
Energy assets	3,799		1,140		1,017		16,501			335		22,792
Other	33		71		1,624		(39		)	17,576		19,265
Total revenues	$	88,778	$	58,214	$	7,958	$	19,921		$	22,111	$	196,982
Six months ended June 30, 2018
Project revenue	$	146,317	$	85,275	$	12,253	$	2,100		$	4,770	$	250,715
O&M revenue	7,964		18,744		19		4,254			—		30,981
Energy assets	8,780		1,909		1,383		31,615			599		44,286
Other	408		71		3,207		69			34,655		38,410
Total revenues	$	163,469	$	105,999	$	16,862	$	38,038		$	40,024	$	364,392

Geographical Regions
Three Months Ended June 30, 2018
United States	$	88,778	$	58,214	$	648	$	19,921		$	17,543	$	185,104
Canada	—		—		7,310		—			173		7,483
Other	—		—		—		—			4,395		4,395
Total revenues	$	88,778	$	58,214	$	7,958	$	19,921		$	22,111	$	196,982
Six months ended June 30, 2018
United States	$	163,469	$	105,999	$	1,168	$	38,038		$	33,891	$	342,565
Canada	—		—		15,694		—			228		15,922
Other	—		—		—		—			5,905		5,905
Total revenues	$	163,469	$	105,999	$	16,862	$	38,038		$	40,024	$	364,392



	As of June 30,		As of December 31,
	2018		2017
Gross Carrying Amount
Customer contracts	$	7,720	$	7,786
Customer relationships	12,252		11,863
Non-compete agreements	3,038		3,052
Technology	2,728		2,751
Trade names	543		546
	26,281		25,998
Accumulated Amortization
Customer contracts	7,720		7,786
Customer relationships	9,941		9,557
Non-compete agreements	3,036		3,048
Technology	2,645		2,642
Trade names	525		525
	23,867		23,558
Intangible assets, net	$	2,414	$	2,440



	As of June 30, 2018				As of December 31, 2017
	Fair Value		Carrying Value		Fair Value		Carrying Value
Long-term debt value (Level 2)	$	214,553	$	214,508	$	160,108	$	160,598




	Rate as of June 30, 2018		June 30, 2018		December 31, 2017
Senior secured credit facility, due June 2020, interest at varying rates monthly in arrears	4.53	%	$	53,029	$	49,986
Variable rate term loan payable in semi-annual installments through February 2021	4.58	%	1,220		1,220
Variable rate term loan payable in semi-annual installments through June 2024	4.08	%	8,295		8,295
Variable rate term loan payable in quarterly installments through December 2024	5.58	%	8,041		8,757
Term loan payable in quarterly installments through March 2021	7.25	%	1,917		2,218
Term loan payable in monthly installments through June 2028	6.11	%	4,157		4,551
Variable rate term loan payable in quarterly installments through June 2020	5.58	%	31,835		32,711
Variable rate term loan payable in quarterly installments through October 2023	4.83	%	17,945		18,346
Term loan payable in quarterly installments through June 2031	4.95	%	4,187		4,605
Term loan payable in quarterly installments through February 2034	5.61	%	2,920		3,128
Variable rate construction loan payable, due June 2018	7.00	%	—		1,721
Term loan payable in quarterly installments through April 2027	4.50	%	21,055		13,325
Term loan payable in quarterly installments through March 2028	5.00	%	4,156		4,258
Variable rate term loan payable in quarterly installments through December 2027	4.78	%	13,475		14,034
Variable rate term loan payable in quarterly installments through August 2022	9.83	%	27,536		—
Term loan payable in quarterly installments through December 2038	5.15	%	12,345		—
Variable rate term loan payable in semi-annual installments through June 2033	4.38	%	9,970		—
Capital leases			34,216		35,013
			$	256,299	$	202,168
Less - current maturities			27,451		22,375
Less - deferred financing fees			7,574		6,556
Long-term debt			$	221,274	$	173,237



	2018			2017
Accounts receivable	$	353		$	—
Prepaid expenses and other current assets	—			256
Property and equipment and energy assets	20,770			7,788
Intangibles	500			—
Goodwill	1,431			—
Accounts payable	(42		)	—
Purchase price	$	23,096		$	8,044
Total, net of cash received	$	23,096		$	8,044
Debt assumed	$	—		$	5,635
Total fair value of consideration	$	23,096		$	2,409



	U.S. Regions		U.S. Federal		Canada			Non-solar DG		Other			Total
Balance, December 31, 2017	$	24,759	$	3,375	$	3,494		$	—	$	24,507		$	56,135
Goodwill acquired during the year	—		1,431		—			—		—			1,431
Currency effects	—		—		(157		)	—		(141		)	(298		)
Balance, June 30, 2018	$	24,759	$	4,806	$	3,337		$	—	$	24,366		$	57,268
Accumulated Goodwill Impairment Balance, December 31, 2017	$	—	$	—	$	(1,016	)	$	—	$	—		$	(1,016	)
Accumulated Goodwill Impairment Balance, June 30, 2018	$	—	$	—	$	(1,016	)	$	—	$	—		$	(1,016	)



	Gross Unrecognized Tax Benefits
Balance, December 31, 2017	$	600
Additions for prior year tax positions	—
Settlements with tax authorities	—
Reductions of prior year tax positions	—
Balance, June 30, 2018	$	600



		Fair Value as of
		June 30,		December 31,
	Level	2018		2017
Assets:
Interest rate swap instruments	2	$	1,298	$	233
Commodity swap instruments	2	21		—
Total assets		$	1,319	$	233
Liabilities:
Interest rate swap instruments	2	$	2,414	$	3,529
Commodity swap instruments	2	66		—
Total liabilities		$	2,480	$	3,529



	Derivatives as of
	June 30, 2018			December 31, 2017
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives Designated as Hedging Instruments:
Interest rate swap contracts	Other assets	$	1,251	Other assets	$	233
Interest rate swap contracts	Other liabilities	$	2,162	Other liabilities	$	3,529
Derivatives Not Designated as Hedging Instruments:
Interest rate swap contracts	Other assets	$	47	Other assets	$	—
Interest rate swap contracts	Other liabilities	$	252	Other liabilities	$	—
Commodity swap contracts	Other assets	$	21	Other assets	$	—
Commodity swap contracts	Other liabilities	$	66	Other liabilities	$	—



	Location of Gain Recognized in Net Income (Loss)	Amount of Gain Recognized in Net Income (Loss)
		Three Months Ended June 30,						Six Months Ended June 30,
		2018			2017			2018			2017
Derivatives Designated as Hedging Instruments:
Interest rate swap contracts	Other expenses, net	$	(31	)	$	(55	)	$	(133	)	$	(178	)
Derivatives not Designated as Hedging Instruments:
Interest rate swap contracts	Other expenses, net	$	(61	)	$	—		$	(73	)	$	—
Commodity swap contracts	Other expenses, net	$	45		$	—		$	45		$	—



	Six Months Ended
	June 30, 2018
Derivatives Designated as Hedging Instruments:
Accumulated loss in AOCI at the beginning of the period	$	(1,745	)
Unrealized gain recognized in AOCI	1,689
Gain reclassified from AOCI to other expenses, net	(125		)
Accumulated loss in AOCI at the end of the period	$	(181	)



	Three Months Ended June 30,				Dollar		Percentage
	2018		2017		Change		Change
Revenues	$	196,982	$	166,665	$	30,317	18.2	%

	Six Months Ended June 30,				Dollar		Percentage
	2018		2017		Change		Change
Revenues	$	364,392	$	301,275	$	63,117	20.9	%



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1, 2018 - April 30, 2018	—	—		—	$	3,514,522
May 1, 2018 - May 31, 2018	100	11.50		100	$	3,513,372
June 1, 2018 - June 30, 2018	—	—		—	$	3,513,372
Total	100	$	11.50	100	$	3,513,372



Exhibit Number	Description
10.1*+	Ameresco, Inc. 2017 Employee Stock Purchase Plan, as amended
10.2*	Amendment No. 7 to Third Amended and Restated Credit and Security Agreement dated June 29, 2018 among Ameresco, Inc., certain guarantors party thereto, certain lenders party thereto from time to time and Bank of America, N.A. as Administrative Agent.
10.3*	Amendment No. 8 to Third Amended and Restated Credit and Security Agreement dated June 29, 2018 among Ameresco, Inc., certain guarantors party thereto, certain lenders party thereto from time to time and Bank of America, N.A. as Administrative Agent.
31.1*	Principal Executive Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Principal Financial Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	The following condensed consolidated financial statements from Ameresco, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets (ii) Consolidated Statements of Income (Loss), (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statement of Changes in Redeemable Non-Controlling Interests and Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
	*Filed herewith.
	+ Identifies a management contract or compensatory plan or arrangement in which an executive officer or director of Ameresco participates.
	**Furnished herewith.



	AMERESCO, INC.
Date: August 8, 2018	By:	/s/ John R. Granara, III
		John R. Granara, III
		Executive Vice President and Chief Financial Officer (duly authorized and principal financial officer)



1.	I have reviewed this Quarterly Report on Form 10-Q of Ameresco, Inc. (the “Registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.



(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 8, 2018		/s/ George P. Sakellaris
		George P. Sakellaris
		President and Chief Executive Officer (principal executive officer)

Date: August 8, 2018		/s/ John R. Granara, III
		John R. Granara, III
		Executive Vice President and Chief Financial Officer (principal financial officer)