Comverge, Inc. Sample Contracts

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • December 1st, 2011 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Illinois

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 29, 2011 by and between COMVERGE, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 5th, 2006 • Comverge, Inc. • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this day of , , between Comverge, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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Comverge, Inc. 2,400,000 Shares1 Common Stock ($0.001 par value) Underwriting Agreement
Comverge, Inc. • November 19th, 2009 • Auto controls for regulating residential & comml environments • New York

Comverge, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 2,400,000 shares of common stock, $0.001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 360,000 additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requir

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Common Stock ($0.001 par value) Form of Underwriting Agreement
Comverge, Inc. • December 3rd, 2007 • Auto controls for regulating residential & comml environments • New York

Comverge, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, shares of common stock, $0.001 par value (“Common Stock”) of the Company, and the persons named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several Underwriters shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”). The Company and the Selling Stockholders named in Schedule II hereto also propose to grant to the Underwriters an option to purchase up to and , respectively, additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the e

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COMVERGE, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 5th, 2011 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Georgia

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 7th day of March 2011, by and between Michael D. Picchi, an individual (“Executive”), and Comverge, Inc., a Delaware corporation (the “Company”). The Executive and Company are collectively referred to as “Parties” and individually as “Party”.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 1st, 2011 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Illinois

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 29, 2011, by and between COMVERGE, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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COMVERGE, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • October 22nd, 2007 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Texas

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 11th day of October, 2007, by and between T. Wayne Wren, an individual (“Executive”), and Comverge, Inc., a Delaware corporation (the “Company”).

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COMVERGE, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 3rd, 2007 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Georgia

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 31st day of December, 2006, by and between Edward J. Myszka, an individual (“Executive”), and Comverge, Inc., a Delaware corporation (the “Company”).

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CREDIT AGREEMENT Dated as of January 18, 2007 among ALTERNATIVE ENERGY RESOURCES, INC. as Borrower, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, and GENERAL ELECTRIC CAPITAL...
Credit Agreement • February 8th, 2007 • Comverge, Inc. • Auto controls for regulating residential & comml environments • New York

THIS CREDIT AGREEMENT (this “Agreement”), dated as of January 18, 2007 among ALTERNATIVE ENERGY RESOURCES, INC., a Delaware corporation (“Borrower”); COMVERGE, INC., a Delaware corporation (“Parent”) (for the limited purpose of providing those certain representations and warranties described in Article III of this Agreement), the other Credit Parties signatory hereto from time to time; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders, and the other Lenders signatory hereto from time to time.

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AGREEMENT AND PLAN OF MERGER BY AND AMONG PEAK HOLDING CORP. PEAK MERGER CORP. AND COMVERGE, INC. Dated as of March 26, 2012
Agreement and Plan of Merger • March 26th, 2012 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 26, 2012, is entered into by and among Peak Holding Corp., a Delaware corporation (“Parent”), Peak Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Comverge, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.

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DEMAND RESPONSE CAPACITY DELIVERY AGREEMENT BETWEEN PUBLIC SERVICE COMPANY OF NEW MEXICO AND COMVERGE, INC. DATED JANUARY 31, 2007
Delivery Agreement • April 5th, 2007 • Comverge, Inc. • Auto controls for regulating residential & comml environments • New Mexico

This DEMAND RESPONSE CAPACITY DELIVERY AGREEMENT (“Agreement”), dated as of January 31, 2007, is entered into by and between Public Service Company of New Mexico, a New Mexico corporation, with principal offices at Alvarado Square, Albuquerque, NM 87158 (“PNM”) and Comverge, Inc., a Delaware corporation, located at 120 Eagle Rock Avenue, Suite 190, East Hanover, NJ 07936 (“Comverge”). PNM and Comverge are sometimes hereinafter referred to as the “Parties” or individually as a “Party.”

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ADVANCED ENERGY MANAGEMENT AGREEMENT between Scientific-Atlanta, Inc. and Gulf Power Company, Inc. Scientific-Atlanta Proprietary Information
Energy Management Agreement • January 3rd, 2007 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Georgia

This, or a similar arrangement, will allow Gulf Power Company to use TOU rates and allow seasonal changes without the need for real-time communications.

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AMENDED AND RESTATED WARRANT
Warrant • April 5th, 2007 • Comverge, Inc. • Auto controls for regulating residential & comml environments • California

THIS AMENDED AND RESTATED WARRANT (THIS “WARRANT”) IS ISSUED PURSUANT TO THE TERMS OF THE PROVISIONS OF A WARRANT PURCHASE AGREEMENT (THE “AGREEMENT”) BETWEEN COMVERGE, INC. (THE “COMPANY”) AND THE INITIAL WARRANT HOLDER. A COPY OF THE AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE COMPANY. THIS SECURITY WAS SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

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DIRECT LOAD CONTROL DELIVERY AGREEMENT AMENDMENT NO. 1
Control Delivery Agreement • December 6th, 2007 • Comverge, Inc. • Auto controls for regulating residential & comml environments

This Amendment No. 1 to the Direct Load Control Delivery Agreement (the “Amendment”) is effective as of December 5, 2007 (“Effective Date”), by and between, The Connecticut Light and Power Company, with principal offices at 107 Selden Street, Berlin, Connecticut 06037 (“CL&P”) and Alternative Energy Resources, Inc., a Delaware corporation, located at 120 Eagle Rock Avenue, Suite 190, East Hanover, NJ 07936 (“AER”). CL&P and AER are sometimes hereinafter referred to as the “Parties” or individually as a “Party.”

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RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • October 5th, 2006 • Comverge, Inc.

THIS RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made as of the day of , 20 (the “Grant Date”), between Comverge, Inc. (the “Company”), and (“Participant”).

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JOINT VENTURE MASTER AGREEMENT
Joint Venture Master Agreement • May 19th, 2011 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Delaware

THIS JOINT VENTURE MASTER AGREEMENT, dated June 11, 2010 (this “Master Agreement”), is entered into by COMVERGE, INC., a Delaware corporation (“Comverge”); and PROJECTS INTERNATIONAL, INC., a District of Columbia corporation (“PI”).

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RESTATED COMMUNICATING THERMOSTAT CO-DEVELOPMENT AND SUPPLY AGREEMENT
And Supply Agreement • January 3rd, 2007 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Missouri
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DIRECT LOAD CONTROL DELIVERY AGREEMENT BETWEEN THE CONNECTICUT LIGHT AND POWER COMPANY AND ALTERNATIVE ENERGY RESOURCES, INC. DATED October 4, 2007
Delivery Agreement • October 31st, 2007 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Connecticut

This DIRECT LOAD CONTROL DELIVERY AGREEMENT (“Agreement”), dated as of October 4, 2007, is entered into by and between The Connecticut Light and Power Company, with principal offices at 107 Selden Street, Berlin, Connecticut 06037 (“CL&P”) and Alternative Energy Resources, Inc., a Delaware corporation, located at 120 Eagle Rock Avenue, Suite 190, East Hanover, NJ 07936 (“AER”). CL&P and AER are sometimes hereinafter referred to as the “Parties” or individually as a “Party.”

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DEMAND RESPONSE PURCHASE AGREEMENT Between PACIFIC GAS AND ELECTRIC COMPANY (as “Buyer”) and ALTERNATIVE ENERGY RESOURCES, INC. (as “Seller”)
Demand Response Purchase Agreement • March 23rd, 2007 • Comverge, Inc. • Auto controls for regulating residential & comml environments • California

This Demand Response Purchase Agreement (“Agreement”) is made and entered into by and between Pacific Gas and Electric Company (“PG&E” or “Buyer”) and Alternative Energy Resources, Inc. (“Seller”), on the latest signature date executed below. Seller and Buyer listed above are each individually considered a “Party” and collectively are considered the “Parties” to the Agreement. Defined terms not found in this Agreement shall have the meaning found in the most current CAISO tariff.

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AGREEMENT FOR SUPPLEMENTAL INSTALLED CAPACITY SOUTHWEST CONNECTICUT (LRP Resources) Between ISO New England Inc. as agent for the Market Participants in the New England Control Area And Comverge, Inc.
Supplemental Installed Capacity Agreement • February 8th, 2007 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Delaware

This Supplemental Installed Capacity Agreement (“Agreement”) is entered into as of April 13, 2004, by and between ISO New England Inc. (the “ISO”), on behalf of the market participants in the New England Control Area (the “Market Participants”), and Comverge, Inc. (the “Supplier”) and, except the Supplier’s obligation pursuant to Section 2.1, shall become effective on the Effective Date.

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Purchase Contract Request for Proposals #SL04100009
Comverge, Inc. • January 3rd, 2007 • Auto controls for regulating residential & comml environments

This Agreement is made and entered into as of the Effective Date by and between Comverge, Inc(Contractor) and the City of Austin, a Texas home-rule municipal corporation, acting by and through its municipally owned electric utility, dba Austin Energy (City).

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AMENDMENT NO. 03 EFFECTIVE JUNE 18, 2010 TO PROFESSIONAL SERVICES AGREEMENT FOR TXU ENERGY’S
Professional Services Agreement • March 9th, 2011 • Comverge, Inc. • Auto controls for regulating residential & comml environments
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AGREEMENT AND PLAN OF MERGER BY AND AMONG COMVERGE EAGLE, INC., A DELAWARE CORPORATION, COMVERGE, INC., A DELAWARE CORPORATION, ENERWISE GLOBAL TECHNOLOGIES, INC., A DELAWARE CORPORATION AND THE STOCKHOLDER REPRESENTATIVES, AS DEFINED HEREIN Dated...
Agreement and Plan of Merger • June 28th, 2007 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 27, 2007 by and among Comverge, Inc., a Delaware corporation (“Parent”), Comverge Eagle, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Enerwise Global Technologies, Inc., a Delaware corporation (the “Company”), and Anthony Buffa and John Reese as the Stockholders’ Representatives, with respect to the facts and circumstances set forth below. Parent, Merger Sub and the Company may be referred to hereinafter each as a “Party” or collectively as the “Parties.”

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COMVERGE, INC. STOCK ISSUANCE AGREEMENT
Stock Issuance Agreement • October 5th, 2006 • Comverge, Inc. • Delaware

This Stock Issuance Agreement (this “Agreement”), is made as of this day of , 20 by and between Comverge, Inc. (the “Company”), and , (“Purchaser”).

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SEVERANCE AGREEMENT AND GENERAL RELEASE
Severance Agreement and General Release • March 15th, 2012 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Pennsylvania

This Severance Agreement and General Release (“Agreement”) is made and entered into on this 4th day of October, 2011 by and between Comverge, Inc. (hereinafter referred to as “Company”), and Christopher Camino (hereinafter referred to as “Employee”).

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FIRST AMENDMENT TO EMPLOYMENTAGREEMENT
Employment Agreement • November 8th, 2010 • Comverge, Inc. • Auto controls for regulating residential & comml environments

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("First Amendment") is entered into by and between COMVERGE INC., a Delaware corporation ("Company"), and MICHAEL D. PICCHI ("Executive") effective September 1, 2010.

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FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 9th, 2011 • Comverge, Inc. • Auto controls for regulating residential & comml environments

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (“First Amendment”) is made by and between COMVERGE, INC., a Delaware corporation (“Company”) and TERESA NAYLOR (“Executive”) effective September 23, 2011.

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LEASE, EQUIPMENT AND OFFICE SERVICES AGREEMENT Made on the 1st day of October 1999 Between Decision Systems Israel Ltd. of 11 Ben Gurion Street Givat Shmuel, Israel (hereinafter referred to as “DSI”) And PowerCom Control Systems Ltd. of 11 Ben Gurion...
Lease, Equipment and Office Services Agreement • October 5th, 2006 • Comverge, Inc.

WHEREAS, DSI has declared that it has the right to sublet to PowerCom office space located at DSI’s premises at 11 Ben Gurion Street, Givat Shmuel, all as specifically set out in Annex A hereto (the “Premises”);

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Amendment No. 1 to Strategic Development and Marketing Agreement
Development and Marketing Agreement • April 9th, 2007 • Comverge, Inc. • Auto controls for regulating residential & comml environments

This Amendment No. 1 to the Strategic Development and Marketing Agreement (this “Amendment”) is made and entered into this 4th day of April, 2007, by and between Air Products and Chemicals, Inc. (“Air Products”) and Comverge, Inc. (“Comverge”). Comverge and Air Products are individually referred to as a “Party” or collectively as “Parties.” Capitalized terms not defined herein shall have the same meanings as assigned to them in the Agreement.

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Contract
Contract • October 5th, 2006 • Comverge, Inc. • Utah

*** Indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this agreement has been filed separately with the Securities and Exchange Commission.

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COMMERCIAL AND INDUSTRIAL LOAD MANAGEMENT AGREEMENT BETWEEN ARIZONA PUBLIC SERVICE COMPANY AND ALTERNATIVE ENERGY RESOURCES, INC. DATED: SEPTEMBER 12, 2008 APS CONTRACT NO. 90211
Management Agreement • November 12th, 2008 • Comverge, Inc. • Auto controls for regulating residential & comml environments • New York
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Contract
Professional Services Agreement • November 8th, 2010 • Comverge, Inc. • Auto controls for regulating residential & comml environments

*** Indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this agreement has been filed separately with the Securities and Exchange Commission.

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Consulting Agreement
Consulting Agreement • August 6th, 2009 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Texas

THIS CONSULTING AGREEMENT (this “Agreement”) is entered into by and between Robert M. Chiste, an individual (“Executive”), and Comverge, Inc., a Delaware corporation (the “Company”). This Agreement memorializes the agreement between the parties regarding a consulting relationship that commenced on June 19, 2009. This Agreement becomes effective as of the same day Executive’s Retirement Agreement becomes effective.

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COMVERGE, INC. EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • November 6th, 2007 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Pennsylvania

THIS EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) is being executed and delivered as of 27th day of June, 2007, by Dean Musser, an individual (“Executive”), and in favor of and for the benefit of, Comverge, Inc., a Delaware corporation (the “Parent”) and by and between Executive and Enerwise Global Technologies, Inc., a wholly owned subsidiary of Parent (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 and throughout this Agreement. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).

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COMVERGE, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT February 14, 2006
Investors’ Rights Agreement • October 5th, 2006 • Comverge, Inc. • Delaware

THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 14th day of February, 2006, by and among Comverge, Inc., a Delaware corporation (the “Company”) and the holders of shares of the Company’s Preferred Stock (the “Preferred Stock”) listed on Schedule A (the “Investors”), the stockholders of the Company listed on Schedule B (the “Principal Stockholders”), and certain members of the Company’s management listed on Schedule C, as the same may be amended from time to time (the “Key Management”).

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