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").
QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • November 13th, 2008 • Commerce Energy Group, Inc. • 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.
AMENDED AND RESTATED COMMERCE ENERGY GROUP, INC. 2006 STOCK INCENTIVE PLANStock Option Award Agreement • November 13th, 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.
ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 13th, 2008 • Commerce Energy Group, Inc. • Electric services • California
THIS ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of August 21, 2008, by and among COMMERCE ENERGY, INC., a California corporation ("Borrower"), COMMERCE ENERGY GROUP, INC., a Delaware corporation ("Parent"), the financial institutions from time to time party to the Loan Agreement (as defined below) as lenders (collectively, the "Lenders"), WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), in its capacity as agent (in such capacity, "Agent") for itself and the other Lenders.
AMENDED AND RESTATED COMMERCE ENERGY GROUP, INC. 2006 STOCK INCENTIVE PLANRestricted Share Award Agreement • November 13th, 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.
FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • November 13th, 2008 • Commerce Energy Group, Inc. • Electric services • New York
This FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this "Amendment"), dated as of August 22, 2008 (this "Agreement"), is made by and among Commerce Energy, Inc., a California corporation (the "Company"), Commerce Energy Group, Inc., a Delaware corporation (the "Parent" together with Company, the "Borrowers" and each individually, the "Borrower") and AP Finance, LLC, a Delaware limited liability company (the "Lender")
SECURITY AGREEMENTSecurity Agreement • November 13th, 2008 • Commerce Energy Group, Inc. • Electric services
This SECURITY AGREEMENT, dated as of August 21, 2008 (this "Agreement"), is by and among Commerce Energy, Inc., a corporation organized under the laws of the State of California and Commerce Energy Group, Inc. a corporation organized under the laws of the State of Delaware (collectively and severally, the "Company" or the "Debtor") in favor of AP Finance, LLC as Lender under the Purchase Agreement (together with its successors and assigns, the "Lender").
TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 13th, 2008 • Commerce Energy Group, Inc. • Electric services • California
THIS TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of October 23, 2008, by and among COMMERCE ENERGY, INC., a California corporation ("Borrower"), COMMERCE ENERGY GROUP, INC., a Delaware corporation ("Parent"), the financial institutions from time to time party to the Loan Agreement (as defined below) as lenders (collectively, the "Lenders"), WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), in its capacity as agent (in such capacity, "Agent") for itself and the other Lenders.
QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • November 13th, 2008 • Commerce Energy Group, Inc. • 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.
TERMINATION AGREEMENTTermination Agreement • November 13th, 2008 • Commerce Energy Group, Inc. • Electric services • Texas
This Termination Agreement ("Termination Agreement") is made effective October 17, 2008 ("Effective Date") by and between Commerce Energy, Inc. ("Commerce"), a California corporation, and Tenaska Power Services Co. ("TPS"), a Nebraska corporation. Commerce and TPS are hereinafter referred to in this Termination Agreement individually as a "Party" and collectively as the "Parties".
SECOND AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • November 13th, 2008 • Commerce Energy Group, Inc. • Electric services • New York
This SECOND AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this "Amendment"), dated as of October 24, 2008 (this "Agreement"), is made by and among Commerce Energy, Inc., a California corporation (the "Company"), Commerce Energy Group, Inc., a Delaware corporation (the "Parent" together with Company, the "Borrowers" and each individually, the "Borrower") and AP Finance, LLC, a Delaware limited liability company (the "Lender").
THIRD AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • November 13th, 2008 • Commerce Energy Group, Inc. • Electric services • New York
This THIRD AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this "Amendment"), dated as of October 27, 2008 (this "Agreement"), is made by and among Commerce Energy, Inc., a California corporation (the "Company"), Commerce Energy Group, Inc., a Delaware corporation (the "Parent" together with Company, the "Borrowers" and each individually, the "Borrower"), and AP Finance, LLC, a Delaware limited liability company (the "Lender").
