INDEMNIFICATION AGREEMENTIndemnification 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”).
ADVANCED ENERGY MANAGEMENT AGREEMENT between Scientific-Atlanta, Inc. and Gulf Power Company, Inc. Scientific-Atlanta Proprietary InformationAdvanced Energy Management Agreement • October 5th, 2006 • Comverge, Inc. • 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.
RESTRICTED STOCK GRANT AGREEMENTRestricted 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”).
RESTATED COMMUNICATING THERMOSTAT CO-DEVELOPMENT AND SUPPLY AGREEMENTCo-Development and Supply Agreement • October 5th, 2006 • Comverge, Inc. • Missouri
This Restated Communicating Thermostat Co-Development and Supply Agreement (the “Agreement”) is made and entered into on July 1, 2005, but with an effective date of March 8, 2004 (the “Effective Date”), by and between the White-Rodgers Division (“WR”) of Emerson Electric Co., a corporation organized and existing under the laws of the State of Missouri, having an office and principal place of business at 8100 West Florissant Avenue, St. Louis, Missouri 63136, and Comverge, Inc. (“Comverge”), a corporation organized and existing under the laws of the State of Delaware, having an office and principal place of business at 120 Eagle Rock Avenue, Suite 190, East Hanover, New Jersey 07936 who, singularly or collectively, may be referred to in this Agreement as a party or the parties (“Party” or “Parties”).
Purchase Contract Request for Proposals #SL04100009Purchase Contract • October 5th, 2006 • Comverge, Inc.
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).
COMVERGE, INC. STOCK ISSUANCE AGREEMENTStock 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”).
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 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”);
ContractContract • 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.
COMVERGE, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT February 14, 2006Investors’ 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”).
ContractStock Option Agreement • October 5th, 2006 • Comverge, Inc. • Delaware
THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • October 5th, 2006 • Comverge, Inc.
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of the day of , 2006 (“Grant Date”), between Comverge, Inc., (the “Company”), and (“Participant”) pursuant to the terms of the 2006 Comverge, Inc. Long-Term Incentive Plan (the “Plan”). All capitalized terms used but not defined herein shall have the meanings set forth therefore in the Plan.
OPTION AGREEMENTOption Agreement • October 5th, 2006 • Comverge, Inc.
THIS OPTION AGREEMENT (this “Agreement”), dated as of September 1, 2001, is made by and between COMVERGE TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and ROBERT M. CHISTE (“Chiste”).
CONFIDENTIAL STRATEGIC DEVELOPMENT AND MARKETING AGREEMENTStrategic Development and Marketing Agreement • October 5th, 2006 • Comverge, Inc. • New York
This Strategic Development and Marketing Agreement (this “Agreement”) is made and entered into this 14th day of February, 2006 (the “Effective Date”), by and between Air Products and Chemicals, Inc. (“Air Products”) and Comverge, Inc. (“Comverge”). Comverge and Air Products are individually referred to as “Party” or collectively as “Parties.”
WARRANTWarrant • October 5th, 2006 • Comverge, Inc. • California
Loan and Security AgreementLoan and Security Agreement • October 5th, 2006 • Comverge, Inc. • Texas
The undersigned authorized officer of COMVERGE, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement’), (i) Borrower is in complete compliance for the period ending with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered.
Loan and Security AgreementLoan and Security Agreement • October 5th, 2006 • Comverge, Inc. • California
THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into on the above date between PARTNERS FOR GROWTH, L.P. (“PFG”), whose address is 180 Pacific Avenue, San Francisco, CA 94111 and the borrowers named above (jointly and severally, the `Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) being signed by the parties concurrently, is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 7 below.)
SUPPLY AGREEMENTSupply Agreement • October 5th, 2006 • Comverge, Inc. • Tennessee
THIS SUPPLY AGREEMENT (“Agreement”) is made and is effective as of Sept. 27, 2004 by and between Comverge, Inc. (hereinafter “Comverge”), having offices at 4497 Park Drive, Norcross, Ga. 30093 and Telco Solutions III, LLC, (hereinafter “Telco”), having its principal place of business at 1870 General George Patton Drive, Franklin, Tennessee 37067 who, singularly or collectively, may be referred to in this Agreement as a party or the parties (“Party” or “Parties”).
DEMAND RESPONSE CAPACITY DELIVERY AGREEMENT BETWEEN SAN DIEGO GAS & ELECTRIC COMPANY AND COMVERGE, INC. DATED OCTOBER 6, 2003Demand Response Capacity Delivery Agreement • October 5th, 2006 • Comverge, Inc. • California
WHEREAS, Seller desires to design, build, own and operate (but not dispatch) a commercial Direct Load Control System in SDG&E’s service territory, and to aggregate the individual customer load which is controlled by this DLCS to form a demand response capacity targeted at 30.2 MW (but no more than 40 MW) deliverable to SDG&E, and
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 • October 5th, 2006 • Comverge, Inc. • 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.
Pinpoint Power, LLC FERC Electric Rate Schedule Original Vol. No. 1 Service Agreement No. 3 Substitute Sheet No. 1Service Agreement • October 5th, 2006 • Comverge, Inc. • Delaware
This Supplemental Installed Capacity Agreement (“Agreement”) is entered into as of April 15, 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 Pinpoint Power, LLC (the “Supplier”) (individually, a “Party,” and collectively, the “Parties”) and, except for Supplier’s obligation pursuant to Section 2.1, shall become effective on the Effective Date.
