ENERNOC : OFFER TO REPURCHASE FOR CASH ANY AND ALL OUTSTANDING 2.25% CONVERTIBLE SENIOR NOTES DUE 2019

THE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON SEPTEMBER 21, 2017 UNLESS EXTENDED OR EARLIER TERMINATED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED OR EARLIER TERMINATED, REFERRED HEREIN TO AS THE "EXPIRATION TIME"). HOLDERS OF THE NOTES MUST TENDER THEIR NOTES IN THE MANNER DESCRIBED BELOW ON OR PRIOR TO THE EXPIRATION TIME TO RECEIVE THE FUNDAMENTAL CHANGE REPURCHASE PRICE (AS DEFINED BELOW). NOTES TENDERED IN THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION TIME. IF THE NOTES ARE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER, ONLY HOLDERS OF NOTES WHO HAVE VALIDLY TENDERED AND NOT VALIDLY WITHDRAWN THEIR NOTES WILL RECEIVE THE FUNDAMENTAL CHANGE REPURCHASE PRICE.

NOTICE IS HEREBY GIVEN, pursuant to the terms and conditions of the Indenture, dated as of August 18, 2014 (the "Original Indenture"), between EnerNOC, Inc., a Delaware corporation (the "Company") and Wells Fargo Bank, National Association, as trustee, conversion agent and paying agent (referred to herein as the "trustee," "conversion agent" or "paying agent"), as supplemented by the First Supplemental Indenture, dated as of August 7, 2017, between the Company and the trustee (the "First Supplemental Indenture" and, the Original Indenture as supplemented by the First Supplemental Indenture and as may be further amended or supplemented from time to time, the "Indenture"), and the 2.25% Convertible Senior Notes due 2019 issued pursuant to the Indenture (referred to herein as the "notes"), that, at the option of each holder of the notes, the Company will repurchase the notes, subject to the terms and conditions of this Fundamental Change Company Notice and Offer to Repurchase, as amended and supplemented from time to time (referred to herein as the "offer to repurchase"), the Indenture and the notes (referred to herein as the "offer"). In accordance with the Indenture, the Company is offering to repurchase the notes for a price in cash equal to 100% of the principal amount of the notes, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date (referred to herein as the "fundamental change repurchase price"). In accordance with Section 15.02(a) of the Indenture, the Company hereby designates September 22, 2017 as the fundamental change repurchase date unless extended in accordance with the Indenture (such date, as the same may be extended, referred herein to as the "fundamental change repurchase date"). If the notes are accepted for payment, the Company shall pay the fundamental change repurchase price to holders of notes who have validly tendered and not validly withdrawn their notes promptly following the later of the fundamental change repurchase date and the time of surrender of the notes, by book-entry transfer or delivery, in accordance with the offer to repurchase (referred to herein as the "payment date").

The offer to repurchase constitutes the "fundamental change company notice" required by Section 15.02(c) of the Indenture. Following a "fundamental change," as defined in the Indenture, each holder of the notes has the right to have its notes repurchased in accordance with the terms of the Indenture. A fundamental change occurred on August 7, 2017 (referred to herein as the "effective date of the merger"), when the Company merged (referred to herein as the "merger") with and into Pine Merger Sub, Inc., a wholly-owned subsidiary of Enel Green Power North America, Inc. ("EGPNA"), with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of EGPNA. On the effective date of the merger, each outstanding share of the Company's common stock, par value $0.001 per share ("common stock") was converted into the right to receive $7.67 in cash.

The trustee has informed the Company that, as of the date of the offer to repurchase, all custodians and beneficial holders of the notes hold the notes through accounts established with the Depository Trust Company (referred to as "DTC") and that there are no certificated notes in non-global form. Accordingly, all notes outstanding as of the date of the offer to repurchase that are tendered hereunder must be delivered through the transmittal procedures of DTC.

Holders may surrender, and the Company will accept, notes for repurchase until the expiration time. The Company will deposit with

D.F. King & Co., Inc. (the "information agent and tender agent"), on or prior to 11:00 a.m., Eastern Time, on the fundamental change repurchase date, an amount of money sufficient to repurchase all of the notes to be repurchased at the fundamental change repurchase price.

AS A RESULT OF THE OCCURRENCE OF THE FUNDAMENTAL CHANGE, YOU MAY CONVERT YOUR NOTES AT ANY TIME UNTIL AND INCLUDING THE FUNDAMENTAL CHANGE REPURCHASE DATE. AS A RESULT, FOR EACH $1,000 PRINCIPAL AMOUNT OF THE NOTES THAT YOU CONVERT, YOU WILL RECEIVE, IN ACCORDANCE WITH SECTIONS 14.01,

14.02 AND 14.07 OF THE INDENTURE AND SECTION 2.01 OF THE FIRST SUPPLEMENTAL INDENTURE, $276.84 IN CASH. IN CONTRAST, FOR NOTES THAT YOU TENDER PURSUANT TO THE OFFER, THE COMPANY ESTIMATES THAT THE AMOUNT YOU WILL RECEIVE, INCLUDING ACCRUED AND UNPAID INTEREST TO, BUT EXCLUDING, THE FUNDAMENTAL CHANGE REPURCHASE DATE WILL BE APPROXIMATELY $1,002.375 PER $1,000 PRINCIPAL AMOUNT OF THE NOTES.

The information agent and tender agent is D.F. King & Co., Inc.

By Hand or Overnight Delivery:

D.F. King & Co., Inc. Attention: Andrew Beck 48 Wall Street, 22nd Floor

New York, New York 10005

For Information as to Tender Procedures:

Toll Free: (800) 431-9643

Banks & Brokers Call: (212) 269-5550 Attention: Andrew Beck

By Facsimile:

(212) 709-3328

Attention: Andrew Beck

Page SUMMARY TERM SHEET 1

AVAILABLE INFORMATION 6

DOCUMENTS INCORPORATED BY REFERENCE. 6

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION 7

Section 1. Introduction 8

Section 2. Terms of the Offer 8

Section 3. Purpose of the Offer 9

Section 4. Certain Information Concerning the Offeror 9

Section 5. Price Range of Notes and Common Stock 9

Section 6. Conversion Rights With Respect to the Notes 10

Section 7. Acceptance of Notes for Payment 11

Section 8. Expiration, Extension, Amendment, Withdrawal or Termination of the Offer 12

Section 9. Procedures for Tendering Notes 12

Section 10. Withdrawal of Tenders. 15

Section 11. Source and Amount of Funds. 16

Section 12. Conditions of the Offer 16

Section 13. U.S. Federal Income Tax Consequences 16

Section 14. Fees and Expenses; Solicitations 20

Section 15. Miscellaneous 20

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE OFFER TO REPURCHASE AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE OFFER TO REPURCHASE DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL NOTES IN ANY CIRCUMSTANCES OR JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. THE DELIVERY OF THE OFFER TO REPURCHASE SHALL NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CURRENT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THE OFFER TO REPURCHASE, OR THE DATE OF ANY DOCUMENTS INCORPORATED BY REFERENCE, AS APPLICABLE. NONE OF THE COMPANY, EGPNA, THEIR RESPECTIVE BOARDS OF DIRECTORS OR EMPLOYEES OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY REPRESENTATION OR RECOMMENDATION TO ANY HOLDER AS TO WHETHER OR NOT TO TENDER NOTES. YOU SHOULD CONSULT YOUR OWN FINANCIAL AND TAX ADVISORS AND MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR NOTES AND, IF SO, THE AMOUNT OF NOTES TO TENDER.

The following are answers to some of the questions that you, as a holder of the Company's notes, may have. The Company urges you to read the remainder of the offer to repurchase carefully because the information in this summary term sheet is not complete. Additional important information is contained in the remainder of the offer to repurchase.

The Company, EnerNOC, Inc., is offering to repurchase any and all of your notes, at your option, on the terms and conditions set forth in the offer to repurchase. The address and telephone number of the Company's principal executive offices is One Marina Park Drive, Suite 400, Boston, Massachusetts 02210, (617) 224-9900. See "Section 4. Certain Information Concerning the Offeror."

The Company is offering to repurchase any and all of its outstanding 2.25% Convertible Senior Notes Due 2019 (CUSIP No. 292764 AB3). As of August 24, 2017, there was $126,800,000 aggregate principal amount of the notes outstanding. The Company issued the notes under the Indenture, dated as of August 18, 2014, between the Company and Wells Fargo Bank, National Association, as trustee. See "Section 1. Introduction."

The Company is offering to repurchase the notes to satisfy its contractual obligation to do so under Section 15.02(a) of the Indenture. The Indenture requires the Company to offer to repurchase your notes following a "fundamental change" with respect to the Company. A fundamental change occurred on August 7, 2017, the date of the consummation of the merger. For more information about the Company, see "Section 1. Introduction."

Pursuant to the Indenture and the notes, the Company is offering to repurchase your notes at a price in cash of 100% of the principal amount of the notes surrendered, plus accrued and unpaid interest to, but excluding, September 22, 2017, the fundamental change repurchase date, unless extended. The Company estimates that on the currently scheduled fundamental change repurchase date, the fundamental change repurchase price, including all accrued and unpaid interest to, but excluding, the fundamental change repurchase date will be approximately $1,002.375 per $1,000 principal amount of the notes. You may be required to pay commissions to your broker in connection with your tender of notes. See "Section

2. Terms of the Offer."

Yes, as a result of the consummation of the merger the notes are currently convertible (referred to herein as the "conversion right") until the fundamental change repurchase date. Holders may convert any outstanding notes into cash and will be entitled to receive $276.84 of cash for each $1,000 principal

amount of notes based on the conversion rate of 36.0933 that was in effect on the effective date of the merger and the $7.67 price per share payable in the merger. While the merger is a "make-whole fundamental change" under the Indenture, the conversion rate will not be increased by any "additional shares" under Section 14.03(d) of the Indenture as the "stock price" for purposes thereof is below $19.79.

In contrast, for the notes that you tender pursuant to the offer, the Company estimates that the amount you will be entitled to receive, including accrued and unpaid interest to, but excluding, the currently scheduled fundamental change repurchase date will be approximately $1,002.375 per $1,000 principal amount. See "Section 2. Terms of the Offer" and "Section 6. Conversion Rights With Respect to the Notes."

The right to participate in the offer is a separate right from the right to convert the notes. If you tender your notes in the offer, you will not be able to convert your notes unless you withdraw your applicable repurchase notice in accordance with Section 15.03 of the Indenture prior to 5:00 p.m., Eastern Time, on September 21, 2017, the expiration time (unless such time is extended). If you do not tender your notes under the offer, your conversion rights will not be affected. If you have exercised your conversion right and converted your notes, you may not tender your converted notes in the offer. See "Section 6. Conversion Rights With Respect to the Notes."

Yes. The Company estimates that it will need approximately $127,000,000 to repurchase all of the notes outstanding as of the date of the offer to repurchase pursuant to the offer and to pay all related fees and expenses. EGPNA will provide the Company with funds sufficient for the repurchase of the notes pursuant to the offer. The offer is not conditioned on any financing arrangement or subject to any financing condition. See "Section 11. Source and Amount of Funds."

The notes are not listed on any national or regional securities exchange. Accordingly, there is no practical way to determine the full trading history of the notes. See "Section 5. Price Range of Notes and Common Stock."

You have until 5:00 p.m., Eastern time, on September 21, 2017, the expiration time, unless we extend or earlier terminate the offer, to tender your notes in the offer. See "Section 2. Terms of the Offer" and "Section 8. Expiration, Extension, Amendment, Withdrawal or Termination of the Offer."

The Company is offering to repurchase all outstanding notes. The offer is not conditioned upon the tender of a minimum amount of notes or subject to any financing condition. The only conditions to the offer are (i) the timely and proper delivery and tender of your notes in accordance with the terms of the offer and (ii) that the offer must comply with applicable law. See "Section 12. Conditions of the Offer."