RECITALSSecurity Agreement • February 10th, 2005 • Commerce Energy Group Inc • Electric services • New York
WITNESSETH:Agreement and Plan of Reorganization • July 6th, 2004 • Commerce Energy Group Inc • Electric services • California
HOUSTON ENERGY SERVICES COMPANY, L.L.C., AS "SELLER", AND COMMERCE ENERGY, INC., AS "BUYER"Asset Purchase Agreement • September 26th, 2006 • Commerce Energy Group, Inc. • Electric services • Texas
BY AND AMONGAsset Purchase Agreement • February 10th, 2005 • Commerce Energy Group Inc • Electric services • New York
EXHIBIT 2.4Escrow Agreement • February 10th, 2005 • Commerce Energy Group Inc • Electric services • New York
RECITALSIndemnification Agreement • April 22nd, 2005 • Commerce Energy Group Inc • Electric services • California
RECITALSStock Option Agreement • October 31st, 2005 • Commerce Energy Group Inc • Electric services
Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the Common Stock...Joint Filing Agreement • August 1st, 2007 • Commerce Energy Group, Inc. • Electric services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the Common Stock of Commerce Energy Group, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
Exhibit 2.3 GUARANTY AGREEMENT The undersigned (the "Guarantors"), being all of the members of Houston Energy Services Company, L.L.C., a Texas limited liability company (the "Seller"), expect to benefit from the consummation of the transactions...Guaranty Agreement • September 26th, 2006 • Commerce Energy Group, Inc. • Electric services
The undersigned (the "Guarantors"), being all of the members of Houston Energy Services Company, L.L.C., a Texas limited liability company (the "Seller"), expect to benefit from the consummation of the transactions contemplated by that certain Asset Purchase Agreement, of even date herewith, between Commerce Energy, Inc., a California corporation (the "Buyer"), and the Seller (the "Asset Purchase Agreement") and the Ancillary Agreements. Accordingly, in order to induce the Buyer to enter into the Asset Purchase Agreement and the Ancillary Agreements and perform its obligations thereunder, the Guarantors hereby jointly, severally and irrevocably guarantee to the Buyer, its successors and assigns, the prompt and full discharge of all indemnity obligations of the Seller under Section 6.1(a) of the Asset Purchase Agreement (the "Obligations), when and as the same shall become due and payable or performable, in accordance with the respective terms and provisions thereof, subject to the limi
Building: Plaza Tower Premises: The 20th and 21st floors commonly known as Suite 2000 and Suite 2100 Date of Master Lease: May 15, 1999 Date of First Amendment To Lease: February 26, 2001 Date of Assignment and Assumption Agreement: October 30, 2002...Sublease Agreement • November 15th, 2004 • Commerce Energy Group Inc • Electric services
RECITALSStock Option Agreement • November 15th, 2004 • Commerce Energy Group Inc • Electric services
EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of March 29, 2004 (this "Agreement"), by and between Commonwealth Energy Corporation, a California corporation (the "Company") and each of Peter Weigand, Greg...Registration Rights Agreement • April 5th, 2004 • Commerce Energy Group Inc • Electric services • California
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 23rd, 2005 • Commerce Energy Group Inc • Electric services
ANDRights Agreement • March 11th, 2004 • Commerce Energy Group Inc • Electric services • New York
AGREEMENT BY AND BETWEENTransition Services Agreement • February 10th, 2005 • Commerce Energy Group Inc • Electric services • New York
RECITALSSettlement Agreement and Release • November 15th, 2004 • Commerce Energy Group Inc • Electric services • California
PREAMBLEExecutive Employment Agreement • April 5th, 2004 • Commerce Energy Group Inc • Electric services • California
EXHIBIT 10.5 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into as of March 31, 2004 (the "Amendment") by and among Commonwealth Energy Corporation, a California corporation (the "Company"), Commerce Energy Group,...Employment Agreement • April 5th, 2004 • Commerce Energy Group Inc • Electric services
EXHIBIT 2.6 AGREEMENT NOT TO COMPETE THIS AGREEMENT NOT TO COMPETE (this "AGREEMENT") is entered into as of April 1, 2004 by and among Commonwealth Energy Corporation, a California Corporation ("COMMONWEALTH"), Commerce Energy Group, Inc., a Delaware...Agreement • April 5th, 2004 • Commerce Energy Group Inc • Electric services • California
FORM OF STOCK OPTION AGREEMENT (NONQUALIFIED STOCK OPTION)Form of Stock Option Agreement • April 22nd, 2005 • Commerce Energy Group Inc • Electric services
RECITALSLoan and Security Agreement and Waiver • September 26th, 2006 • Commerce Energy Group, Inc. • Electric services • California
RECITALSSettlement Agreement and General Release • November 23rd, 2005 • Commerce Energy Group Inc • Electric services • California
R E C I T A L SSettlement Agreement and Mutual General Release • December 27th, 2004 • Commerce Energy Group Inc • Electric services • California
RECITALSVoting and Standstill Agreement • November 23rd, 2005 • Commerce Energy Group Inc • Electric services • California
RECITALSSales Agency Agreement • November 17th, 2005 • Commerce Energy Group Inc • Electric services
ANDRights Agreement • July 6th, 2004 • Commerce Energy Group Inc • Electric services • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 2008 • Commerce Energy Group, Inc. • Electric services • Delaware
This Indemnification Agreement (this "Agreement") is made and entered into as of July 21, 2008, by and between Commerce Energy Group, Inc., a Delaware corporation (the "Corporation"), and John H. Bomgardner, II, an individual ("Indemnitee").
by and among COMMERCE ENERGY, INC. as Borrower and COMMERCE ENERGY GROUP, INC. as Guarantor and WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN) as Agent and THE LENDERS FROM TIME TO TIME PARTY HERETO as LendersLoan and Security Agreement • June 12th, 2006 • Commerce Energy Group Inc • Electric services • California
RECITALSAgreement and Release • November 23rd, 2005 • Commerce Energy Group Inc • Electric services
AMENDED AND RESTATED COMMERCE ENERGY GROUP, INC. 2006 STOCK INCENTIVE PLAN Stock Option Award Agreement (for U.S. Employees) Award No. 4 Date: July 16, 2008Stock Option Award Agreement • July 17th, 2008 • Commerce Energy Group, Inc. • Electric services • Delaware
You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Commerce Energy Group, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the Amended and Restated Commerce Energy Group, Inc. 2006 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option.
QuickLinks -- Click here to rapidly navigate through this documentCommerce Energy Group, Inc. • November 13th, 2008 • Electric services • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR COMMERCE ENERGY GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
RECITALSVoting and Conversion Agreement • February 24th, 2004 • Commerce Energy Group Inc • Electric services
AMENDED AND RESTATED COMMERCE ENERGY GROUP, INC.Restricted Share Award Agreement • July 17th, 2008 • Commerce Energy Group, Inc. • Electric services • Delaware
In consideration of, and as a reward for, your past services rendered to the Company and to provide you with an incentive for on-going superior performance (which has a value exceeding the par value of the Restricted Shares awarded pursuant to this Agreement), you are hereby awarded Restricted Shares subject to the terms and conditions set forth in this Restricted Share Award Agreement (“Award Agreement” or “Award”), and in the Amended and Restated Commerce Energy Group, Inc. 2006 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.
EXHIBIT 99.3 FORM OF RIGHT CERTIFICATE CERTIFICATE NO. R- _______ _______ RIGHTS NOT EXERCISABLE AFTER MARCH ___, 2014 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND TO EXCHANGE ON THE TERMS...Commerce Energy Group Inc • March 11th, 2004 • Electric services
This certifies that ___________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of March __, 2004 (the "Rights Agreement"), between Commerce Energy Group, Inc., a Delaware corporation (the "Company"), and Computershare Investor Services LLC (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m., Pacific Time, on March 8, 2014 at the office of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one-hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Shares"), of the Company, at a purchase price of $20.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), upon p
EXHIBIT 10.2 FORM OF RIGHT CERTIFICATE CERTIFICATE NO. R- _______ _______ RIGHTS NOT EXERCISABLE AFTER [____________] OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET...Commerce Energy Group Inc • July 6th, 2004 • Electric services
This certifies that ___________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of July 1, 2004 (the "Rights Agreement"), between Commerce Energy Group, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m., Pacific Time, on July 1, 2014 at the office of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one-hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Shares"), of the Company, at a purchase price of $20 per one one-hundredth of a Preferred Share (the "Purchase Price"), upon presentation an
