0001193125-12-175405 Sample Contracts

AMENDMENT NO. 1 TO NOTE PURCHASE AND SECURITY AGREEMENT

Note Purchase and Security Agreement • April 23rd, 2012 • Peak Merger Corp. • Auto controls for regulating residential & comml environments

• Contract Type
  Note Purchase and Security Agreement
• Filed
  April 23rd, 2012
• Company
  Peak Merger Corp.
• Industry
  Auto controls for regulating residential & comml environments

This Amendment No. 1 to Note Purchase and Security Agreement (this “Amendment”) is entered into as of April 18, 2012, by and among 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”; and together with Comverge, Enerwise, Giants, PES, PES-NY and CPM, each an “Issuer” and individually, collectively, jointly and severally, as “Issuers”), the Purchasers (as defined below) party hereto and Peak Holding Corp. (“Peak”), as Note Agent (as defined below).

MODIFICATION TO LOAN AND SECURITY AGREEMENT

Loan and Security Agreement • April 23rd, 2012 • Peak Merger Corp. • Auto controls for regulating residential & comml environments

• Contract Type
  Loan and Security Agreement
• Filed
  April 23rd, 2012
• Company
  Peak Merger Corp.
• Industry
  Auto controls for regulating residential & comml environments

This Modification to Loan and Security Agreement (this “Amendment”) is entered into as of April 18, 2012, by and among GRACE BAY HOLDINGS II, LLC (“Grace Bay”), 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”; and together with Comverge, Enerwise, Giants, PES, PES-NY and CPM, each a “Borrower” and individually, collectively, jointly and severally, as “Borrowers”).