AGREEMENT AND PLAN OF MERGER BY AND AMONG PEAK HOLDING CORP. PEAK MERGER CORP. AND COMVERGE, INC. Dated as of March 26, 2012Merger Agreement • 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.
FORBEARANCE AGREEMENTForbearance Agreement • March 26th, 2012 • Comverge, Inc. • Auto controls for regulating residential & comml environments
This FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of March 26, 2012 by and among Comverge, Inc., a Delaware corporation, (“Comverge”), Alternative Energy Resources, Inc., a Delaware corporation (“AER”), Enerwise Global Technologies, Inc., a Delaware corporation (“Enerwise”), Comverge Giants, LLC, a Delaware limited liability company (“Giants”), Public Energy Solutions, LLC, a New Jersey limited liability company (“PES”), Public Energy Solutions NY, LLC, a Delaware limited liability company (“PESNY”), and Clean Power Markets, Inc., a Pennsylvania corporation (“CPM”; and together with Comverge, AER, Enerwise, Giants, PES and PESNY, each a “Borrower” and individually, collectively, jointly and severally, the “Borrowers”), and Grace Bay Holdings II, LLC (“Grace Bay”), as the sole holder of the Loans.
EXECUTION VERSION NOTE PURCHASE AND SECURITY AGREEMENT by and among COMVERGE, INC., ENERWISE GLOBAL TECHNOLOGIES, INC., COMVERGE GIANTS, LLC, PUBLIC ENERGY SOLUTIONS, LLC, PUBLIC ENERGY SOLUTIONS NY, LLC, CLEAN POWER MARKETS, INC., and ALTERNATIVE...Note Purchase and Security Agreement • March 26th, 2012 • Comverge, Inc. • Auto controls for regulating residential & comml environments • New York
THIS NOTE PURCHASE AND SECURITY AGREEMENT (this “Agreement”) dated as of March 26, 2012 by and among each of the purchasers whose names appear on Annex A (each, a “Purchaser” and, collectively, the “Purchasers”), PEAK HOLDING CORP., a Delaware corporation, in its capacity as agent for itself and the Purchasers (in such capacity and together with any successor or replacement agent appointed pursuant to Section 16.7, the “Note Agent”), COMVERGE, INC., a Delaware corporation (“Comverge”), ENERWISE GLOBAL TECHNOLOGIES, INC., a Delaware corporation (“Enerwise”), COMVERGE GIANTS, LLC, a Delaware limited liability company (“Giants”), PUBLIC ENERGY SOLUTIONS, LLC, a New Jersey limited liability company (“PES”) PUBLIC ENERGY SOLUTIONS NY, LLC, a Delaware limited liability company (“PES-NY”), CLEAN POWER MARKETS, INC., a Pennsylvania corporation (“CPM”) and ALTERNATIVE ENERGY RESOURCES, INC., a Delaware corporation (“AER”) (each of Comverge, Enerwise, Giants, PES, PES-NY, CPM and AER are hereina
FORBEARANCE AGREEMENTForbearance Agreement • March 26th, 2012 • Comverge, Inc. • Auto controls for regulating residential & comml environments
This FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of March 26, 2012 by and among Comverge, Inc., a Delaware corporation, (“Comverge”), Alternative Energy Resources, Inc., a Delaware corporation (“AER”), Enerwise Global Technologies, Inc., a Delaware corporation (“Enerwise”), Comverge Giants, LLC, a Delaware limited liability company (“Giants”), Public Energy Solutions, LLC, a New Jersey limited liability company (“PES”), Public Energy Solutions NY, LLC, a Delaware limited liability company (“PESNY”), and Clean Power Markets, Inc., a Pennsylvania corporation (“CPM”; and together with Comverge, AER, Enerwise, Giants, PES and PESNY, each an “Issuer” and individually, collectively, jointly and severally, the “Issuers”), the Purchasers (as defined below) party thereto and Peak Holding Corp. (“Peak”), as Note Agent (as defined below).
FORBEARANCE AND SIXTH AMENDMENT AGREEMENTForbearance and Sixth Amendment Agreement • March 26th, 2012 • Comverge, Inc. • Auto controls for regulating residential & comml environments
THIS FORBEARANCE AND SIXTH AMENDMENT AGREEMENT, dated as of March 26, 2012 (this “Agreement”), is entered into by and among SILICON VALLEY BANK (“Bank”), COMVERGE, INC., a Delaware corporation (“Comverge”), ENERWISE GLOBAL TECHNOLOGIES, INC., a Delaware corporation (“Enerwise”), COMVERGE GIANTS, LLC, a Delaware limited liability company (“Giants”), PUBLIC ENERGY SOLUTIONS, LLC, a New Jersey limited liability company (“PES”), PUBLIC ENERGY SOLUTIONS NY, LLC, a Delaware limited liability company (“PES-NY”), CLEAN POWER MARKETS, INC., a Pennsylvania corporation (“CPM”) and ALTERNATIVE ENERGY RESOURCES, INC. a Delaware corporation (“AER”) (each of Comverge, Enerwise, Giants, PES, PES-NY, CPM and AER are hereinafter referred to individually as a “Borrower” and collectively as “Borrowers”).
