Plan de Puesta en Marcha Consiste en las siguientes etapas:

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of December 31, 2013, and as adjusted to reflect the sale of common stock offered by us in this offering assuming no exercise of the underwriters’ option to purchase additional shares, for:

• each of our named executive officers; • each of our directors;

• all of our directors and executive officers as a group; and

• each person known by us to be the beneficial owner of more than five percent of any class of our voting securities.

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have deemed shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of December 31, 2013 to be outstanding and to be beneficially owned by the person holding the option for the purpose of computing the percentage ownership of that person but have not treated them as outstanding for the purpose of computing the percentage ownership of any other person.

We have based percentage ownership of our common stock before this offering on 41,359,839 shares of our common stock outstanding as of December 31, 2013, which includes 19,246,714 shares of common stock resulting from the automatic conversion of all outstanding shares of our convertible preferred stock upon the completion of this offering, as if this conversion had occurred as of December 31, 2013. Percentage ownership of our common stock after this offering assumes our sale of 6,100,000 shares of common stock in this offering.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Opower, Inc., 1515 North Courthouse Road, 8th Floor, Arlington, Virginia 22201.

Shares Beneficially Owned Prior to the Offering

Shares Beneficially Owned After the Offering

Number Percentage Number Percentage

Principal Stockholders:

Entities affiliated with New Enterprise Associates(1) _{. . . . 8,997,290 21.8% 8,997,290 19.0%}

Entities affiliated with MHS(2) _{. . . . 3,432,718 8.3 3,432,718 7.2}

Entities affiliated with Accel(3) _{. . . . 2,247,192 5.4 2,247,192 4.7}

Entities affiliated with Kleiner Perkins Caufield & Byers(4)_{. . . 2,247,192 5.4 2,247,192 4.7} Named Executive Officers and Directors:

Daniel Yates(5) _{. . . . 9,463,474 22.4 9,463,474 19.6} Jeremy Kirsch(6) _{. . . . 1,107,833 2.6 1,107,833 2.3} Alex Laskey(7) _{. . . . 7,312,122 17.4 7,312,122 15.2} Mark McLaughlin(8) _{. . . . — — — —} Dipchand Nishar(9) _{. . . . 52,500 * 52,500 *} Gene Riechers(10) _{. . . . 58,000 * 58,000 *} Marcus Ryu(11)_{. . . . 117,000 * 117,000 *} Jon Sakoda . . . — — — — Harry Weller . . . — — — — All directors and executive officers as a group (15

persons)(12)_{. . . . 19,823,570 44.8 19,823,570 39.4}

(1) Consists of (i) 8,989,766 shares of common stock held of record by New Enterprise Associates 12, Limited Partnership (“NEA 12”) and (ii) 7,524 shares of common stock held of record by NEA Ventures 2008, L.P. (“Ven 2008”). The shares directly held by NEA 12 are indirectly beneficially owned by NEA Partners 12, Limited Partnership (“NEA Partners 12”), the sole general partner of NEA 12, NEA 12 GP, LLC (“NEA 12 LLC”), the sole general partner of NEA Partners 12, and each of the individual managers (collectively, the “Managers”) of NEA 12 LLC, who are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins, Krishna “Kittu” Kolluri and Scott D. Sandell. The Managers share voting and dispositive power with regard to the shares directly held by NEA 12. Karen P. Welsh, the general partner of Ven 2008, shares voting and dispositive power with regard to the shares directly held by Ven 2008. The address of each of the entities identified in this footnote is c/o New Enterprise Associates, Inc., 1954 Greenspring Drive, Suite 600, Timonium, Maryland 21093.

(2) Consists of (i) 3,215,427 shares of common stock held of record by MHS Capital Partners, L.P. and (ii) 217,291 shares of common stock held of record by MHS Capital Principals, L.L.C. MHS Capital Management, L.L.C. is the sole general partner of MHS Capital Partners, L.P. and the sole manager of MHS Capital Principals, L.L.C. Mark Sugarman is the sole member of MHS Capital Management, L.L.C. and may be deemed to share voting and investment power over the shares of common stock held by MHS Capital Partners, L.P. and MHS Capital Principals, L.L.C. The address of each of the entities identified in this footnote is 333 Bush Street, Suite 2250, San Francisco, California 94104.

(3) Consists of (i) 1,913,259 shares of common stock held of record by Accel X L.P., (ii) 143,596 shares of common stock held of record by Accel X Strategic Partners L.P and (iii) 190,337 shares of common stock held of record by Accel Investors 2010 L.L.C. Accel X Associates L.L.C. (“A10A”) is the general partner of Accel X L.P. and Accel X Strategic Partners L.P. Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Sameer K. Gandhi, Theresia Gouw, Ping Li, Tracy L. Sedlock and Richard P. Wong are the managing members of A10A and may be deemed to share voting and dispositive power over the shares held by Accel X L.P. and Accel X Strategic Partners L.P. Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Sameer K. Gandhi, Theresia Gouw, Ping Li, Tracy L. Sedlock and Richard P. Wong are the managing members of Accel Investors 2010 L.L.C. and may be deemed to share voting and dispositive power over the shares held by Accel Investors 2010 L.L.C. The address of each of the entities identified in this footnote is 428 University Ave Palo Alto, California 94301.

(4) Shares are held for convenience in the name of “KPCB Holdings, Inc. as nominee” for KPCB Green Growth Fund LLC, and individuals and entities each of whom exercise their own voting and dispositive control over such shares. The managing member for KPCB Green Growth Fund, LLC is KPCB GGF Associates, LLC. The voting and dispositive control over these shares is shared by individual managing directors of KPCB GGF Associates, LLC, none of whom has veto power. Mr. Kortlang, a member of the board of directors of KPCB GGF Associates, LLC, may be deemed to share voting and dispositive power with respect to the shares held by KPCB Green Growth Fund, LLC. The address for KPCB Green Growth Fund, LLC is 2750 Sand Hill Road, Menlo Park, California 94025.

(5) Consists of (i) 6,846,582 shares of common stock held of record by Mr. Yates, (ii) 1,700,000 shares of common stock held of record by the Yates-Whitman 2013 Annuity Trust #1, (iii) 50,000 shares of common stock held of record by Ivan Jellinek and Monica Jellinek, who have granted an irrevocable proxy to Mr. Yates, (iv) 1,274 shares of common stock held of record by Pierre Poussard and Mary Winston Nicklin, who have granted an irrevocable proxy to Mr. Yates, (v) 50,000 shares of common stock held of record by Ralph Aaron Yates, Dorit Strauss Yates and Daniel Joseph Yates, Trustees of the Ralph Aaron Yates and Dorit Strauss Yates Declaration of Trust Dated December 19, 1990, who have granted an irrevocable proxy to Mr. Yates, and (vi) 815,618 shares of common stock subject to outstanding options that are exercisable within 60 days of December 31, 2013. The shares beneficially owned by Mr. Yates exclude any interest he

has in the shares held by entities affiliated with MHS Capital Partners because he does not hold voting or investment power over such securities as a limited partner of such entities.

(6) Consists of (i) 220,000 shares of common stock held of record by Mr. Kirsch, (ii) 62,500 shares of common stock held of record by The Jeremy E. Kirsch 2013 Five-Year Grantor Retained Annuity Trust, (iii) 62,500 shares of common stock held of record by The Jeremy E. Kirsch 2013 Three- Year Grantor Retained Annuity Trust and (iv) 762,833 shares of common stock subject to outstanding options that are exercisable within 60 days of December 31, 2013. The shares beneficially owned by Mr. Kirsch exclude any interest he has in the shares held by entities affiliated with MHS Capital Partners because he does not hold voting or investment power over such securities as a limited partner of such entities.

(7) Consists of (i) 4,649,756 shares of common stock held of record by Mr. Laskey, (ii) 1,900,000 shares of common stock held of record by Laskey-A Investment Trust, (iii) 33,334 shares of common stock held of record by Baruch Farbiarz and Elsa Farbiarz, who have granted an irrevocable proxy to Mr. Laskey, (iv) 33,334 shares of common stock held of record by Adam Farbiarz, who has granted an irrevocable proxy to Mr. Laskey, (v) 50,000 shares of common stock held of record by Jacob Laskey, who has granted an irrevocable proxy to Mr. Laskey, (vi) 33,334 shares of common stock held of record by Michael Farbiarz and Megan Lewis, who have granted an irrevocable proxy to Mr. Laskey, (vii) 50,000 shares of common stock held of record by Richard Laskey and Abbie Laskey, who have granted an irrevocable proxy to Mr. Laskey, and (viii) 562,364 shares of common stock subject to outstanding options that are exercisable within 60 days of December 31, 2013. The shares beneficially owned by Mr. Laskey exclude any interest he has in the shares held by entities affiliated with MHS Capital Partners because he does not hold voting or investment power over such securities as a limited partner of such entities.

(8) Mr. McLaughlin was appointed to our board of directors in October 2013.

(9) Consists of (i) 42,500 shares of common stock held of record by Mr. Nishar and (ii) 10,000 shares of common stock held of record by Nishar Family Trust dated October 8, 2008.

(10) Consists of 58,000 shares of common stock subject to outstanding options that are exercisable within 60 days of December 31, 2013.

(11) Consists of 117,000 shares of common stock held of record by Mr. Ryu.

(12) Consists of (i) 16,946,277 shares of common stock held of record and (ii) 2,877,293 shares of common subject to outstanding options that are exercisable within 60 days of December 31, 2013.

DESCRIPTION OF CAPITAL STOCK