INTRODUCTIONEscrow Agreement • April 5th, 2004 • Commerce Energy Group Inc • Electric services • California
BY AND AMONGAsset Purchase Agreement • February 10th, 2005 • Commerce Energy Group Inc • Electric services • New York
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
RECITALSSettlement Agreement • November 23rd, 2005 • Commerce Energy Group Inc • Electric services • California
RECITALSIndemnification Agreement • November 15th, 2004 • Commerce Energy Group Inc • Electric services • Delaware
RECITALSSecurity Agreement • November 15th, 2004 • Commerce Energy Group Inc • Electric services • Michigan
EXHIBIT 2.4Escrow Agreement • February 10th, 2005 • Commerce Energy Group Inc • Electric services • New York
R E C I T A L SSettlement Agreement • December 27th, 2004 • Commerce Energy Group Inc • Electric services • California
RECITALSStock Option Agreement • October 31st, 2005 • Commerce Energy Group Inc • Electric services
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 23rd, 2005 • Commerce Energy Group Inc • Electric services
FORM OF STOCK OPTION AGREEMENT (NONQUALIFIED STOCK OPTION)Stock Option Agreement • April 22nd, 2005 • Commerce Energy Group Inc • Electric services
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
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
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.
PREAMBLEExecutive Employment Agreement • April 5th, 2004 • Commerce Energy Group Inc • Electric services • California
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...Rights Agreement • July 6th, 2004 • Commerce Energy Group Inc • 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
RECITALS:Indemnification Agreement • November 15th, 2004 • Commerce Energy Group Inc • Electric services • California
ANDRights Agreement • March 11th, 2004 • Commerce Energy Group Inc • Electric services • New York
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
RECITALSLoan and Security Agreement • September 26th, 2006 • Commerce Energy Group, Inc. • Electric services • California
AGREEMENT BY AND BETWEENTransition Services Agreement • February 10th, 2005 • Commerce Energy Group Inc • Electric services • New York
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
RECITALSSettlement Agreement • November 23rd, 2005 • Commerce Energy Group Inc • Electric services • California
RECITALSAgreement and Release • November 23rd, 2005 • Commerce Energy Group Inc • Electric services
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...Consent to Sublease • November 15th, 2004 • Commerce Energy Group Inc • Electric services
RECITALSVoting and Standstill Agreement • November 23rd, 2005 • Commerce Energy Group Inc • Electric services • California
ANDRights Agreement • July 6th, 2004 • Commerce Energy Group Inc • Electric services • New York
GUARANTYGuaranty • June 12th, 2006 • Commerce Energy Group Inc • Electric services • California
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").
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.
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.
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
AMENDMENT NO. 1 TO AGREEMENT NOT TO COMPETEAgreement Not to Compete • November 23rd, 2005 • 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...Non-Compete Agreement • April 5th, 2004 • Commerce Energy Group Inc • Electric services • California
