0001372664-12-000005 Sample Contracts

SETTLEMENT AND STANDSTILL AGREEMENT
Settlement and Standstill Agreement • March 2nd, 2012 • Comverge, Inc. • Auto controls for regulating residential & comml environments • Delaware

This SETTLEMENT AND STANDSTILL AGREEMENT dated as of February 27, 2012 (the “Agreement”) is by and among Comverge, Inc. (the “Company”), the persons identified on Schedule A (collectively, the “Ardsley Group” and each individually a “member” of the Ardsley Group) and, solely for purposes of Sections 4(g), 7, 8 and 9, the persons identified on Schedule B (collectively, the “Designee Directors” and each individually a “Designee Director”).

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