AGREEMENT AND PLAN OF MERGER BY AND AMONG THE SOUTHERN COMPANY, PSMS CORP. AND POWERSECURE INTERNATIONAL, INC. DATED FEBRUARY 24, 2016Merger Agreement • February 25th, 2016 • Powersecure International, Inc. • Services-business services, nec • Delaware
February 24, 2016Employment Agreement • February 25th, 2016 • Powersecure International, Inc. • Services-business services, nec
In consideration of the transactions contemplated in the Agreement and Plan of Merger by and among PowerSecure International, Inc., a Delaware corporation (the “Company”), The Southern Company, a Delaware corporation (“Parent”) and PSMS Corp., a Delaware corporation and wholly owned subsidiary of Parent, dated as of February 24, 2016 (the “Merger Agreement”), and your continued employment with Parent, the Company or any of Parent’s Affiliates (the “Parent Employers”) following the Effective Time, this letter agreement sets forth your agreement with Parent and the Company regarding such continued employment and certain rights set forth in the Second Amended and Restated Employment and Non-Competition Agreement, dated December 17, 2009, by and between you and the Company (as amended from time to time in accordance with its terms and as permitted by the Merger Agreement, the “Employment Agreement”). Capitalized terms used but not otherwise defined herein have the meaning set forth in the
WAIVER TO CREDIT AGREEMENTWaiver to Credit Agreement • February 25th, 2016 • Powersecure International, Inc. • Services-business services, nec • New York
THIS WAIVER TO CREDIT AGREEMENT (this “Waiver”), dated as of February 23, 2016, is entered into among POWERSECURE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the lenders signatory hereto (collectively, the “Lenders”), and CITIBANK, N.A., as Administrative Agent (the “Administrative Agent”).
