Comverge (COMV)

Item 1.01     Entry into a Material Definitive Agreement.

On November 6, 2008, Comverge, Inc. and its wholly owned subsidiaries Enerwise Global Technologies, Inc, Comverge Giants, Inc., Public Energy Solutions, LLC, Public Energy Solutions NY LLC, and Clean Power Markets, Inc, entered into a $25 million secured revolving credit and term loan facility with Silicon Valley Bank. The facility provides a $10 million revolver for borrowings to fund working capital and other corporate purposes and a $15 million term loan to repay maturing convertible notes, which become due on April 1, 2009. The interest on revolving loans under the facility will accrue at either, at Comverge’s election, (i) the lender’s prime rate plus 0.25% or (ii) 30, 60, or 90-day LIBOR plus 2.75%. The interest on term advances under the facility will accrue at either, at Comverge’s election, (i) the lender’s prime rate plus 0.50% or (ii) 30, 60, or 90-day LIBOR plus 3.00%. The obligations under the facility are secured by all assets of Comverge and its other borrower subsidiaries. The revolver portion of the facility terminates and all amounts outstanding thereunder are due and payable in full on November 6, 2011, and the term loan portion of the facility amortizes over 60 months and matures on December 31, 2013.

The facility contains customary terms and conditions for credit facilities of this type, including restrictions on our ability to incur additional indebtedness, create liens, enter into transactions with affiliates, transfer assets, pay dividends or make distributions on, or repurchase, Comverge stock, consolidate or merge with other entities, or consummate a change in control. In addition, Comverge is required to meet certain financial covenants customary with this type of agreement, including maintaining a minimum specified tangible net worth and a minimum specified ratio of current assets to current liabilities.

The facility contains customary events of default, including for payment defaults, breaches of representations, breaches of affirmative or negative covenants, cross defaults to other material indebtedness, bankruptcy and failure to discharge certain judgments. If a default occurs and is not cured within any applicable cure period or is not waived, Comverge’s obligations under the facility may be accelerated.

The foregoing summary of the facility is not complete and is qualified in its entirety by reference to the Loan and Security Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement

On December 5, 2007, Comverge, Inc. entered into Amendment No. 1 to the Direct Load Control Delivery Agreement with The Connecticut Light and Power Company, which amends the Direct Load Control Delivery Agreement (the “Agreement”) that was previously filed as an exhibit to our Amendment No. 1 on Form 8-K/A filed on October 22, 2007, which amended and supplemented our Current Report on Form 8-K filed on October 10, 2007. The purpose of the amendment is to extend the date on which the Agreement automatically terminates if regulatory approval of the Agreement is not obtained from December 15, 2007, to May 31, 2008.

Item 1.01 Entry into a Material Definitive Agreement

On October 16, 2007, Comverge, Inc., through its wholly owned subsidiary Alternative Energy Resources, Inc., (“Comverge”) entered into a Demand Response Resource Purchase Agreement with Southern California Edison Company (“SCE”) (the “Agreement”), pursuant to which Comverge will implement a Virtual Peaking Capacity™ (VPC)™ program of up to 50 megawatts of electric capacity over a five year contract term. The program will target and utilize demand response resources from SCE’s commercial and industrial customers to provide SCE with firm capacity and energy resources. The Agreement includes provisions related to Comverge providing demand response resources and necessary arrangements with scheduling coordinators, notification requirements for dispatch of demand response resources, and indemnification obligations by Comverge.

Item 1.01 Entry into a Material Definitive Agreement

In our Form 8-K filed on June 28, 2007, we announced that we agreed to acquire Enerwise Global Technologies, Inc. pursuant to the Agreement and Plan of Merger dated June 27, 2007 (the “Enerwise Agreement”), by and among Comverge, Comverge Eagle, Inc., Enerwise and the Stockholders’ Representatives (as defined in the Enerwise Agreement).

As described in more detail in Item 2.01 below, on July 23, 2007, Comverge completed the acquisition of Enerwise pursuant to the Enerwise Agreement. In connection with the closing of the acquisition of Enerwise, Comverge and certain of our stockholders amended and restated the Third Amended and Restated Investors’ Rights Agreement dated February 14, 2006, pursuant to the Registration Rights Agreement dated July 23, 2007, by and among Comverge, our stockholders that were a party to the prior agreement and the former securityholders of Enerwise, who received shares of our common stock pursuant to the Enerwise Agreement.

Pursuant to the Registration Rights Agreement, the recipients of our common stock pursuant to the Enerwise Agreement received registration rights with respect to the shares of common stock issued to such persons. The prior agreement was amended by the Registration Rights Agreement to provide that up to approximately 1,805,533 additional shares of our common stock will be added to the group of stockholders who, by majority consent of the shares held by such group, have the right to demand of us, subject to certain terms and conditions, that we register under the Securities Act the shares of common stock held by such persons. Pursuant to the Rights Registration Agreement, the first date on which such holders can demand registration will be July 27, 2008, which reflects an acceleration of the time period set forth in the prior agreement of approximately eight months. Finally, the Registration Rights Agreement adds up to approximately 173,644 additional shares of common stock to the group of our stockholders who are entitled to “piggyback” registration rights if we propose to register any of our capital stock under the Securities Act (except on Forms S-4 or S-8).

Item 1.01 Entry into a Material Definitive Agreement

BACKGROUND AND SUMMARY OF THE TRANSACTION

On June 27, 2007, Comverge, Inc. entered into an Agreement and Plan of Merger (the “Enerwise Agreement”), pursuant to which Enerwise Global Technologies, Inc. (“Enerwise”) will merge with and into our wholly owned subsidiary, Comverge Eagle, Inc., which will result in Comverge owning all of Enerwise. Enerwise is an energy infrastructure management, demand response and renewable energy services and technology provider that enables commercial and industrial customers to reduce energy consumption and total costs, improve energy infrastructure reliability and make informed decisions on energy and renewable energy purchases and programs. Our board of directors believes that the business of Enerwise will complement Comverge’s business, though there can be no assurance that the acquisition of Enerwise will ultimately be accretive to our business.

Pursuant to the terms of the Enerwise Agreement, we have agreed to pay to the Enerwise securityholders the following consideration:

Pursuant to the terms of the Enerwise Agreement, upon the closing of the transaction, we will issue a series of subordinated convertible promissory notes in the aggregate principal amount of $17,000,000. The notes will bear interest at a rate of 5.5% per annum and will mature on April 1, 2009. Interest payments on the notes will be made by us quarterly. The notes will be convertible into shares of our common stock at the option of the holders thereof beginning on the date of issuance at a price per share of $33.44 which represents 125% of the average closing price of our common stock for the 20 trading days immediately prior to the execution of the Enerwise Agreement. Based on the note conversion price of $33.44 per share, the notes would be convertible into an aggregate of up to 508,449 shares of our common stock.

Pursuant to the terms of the Enerwise Agreement, up to an aggregate of 272,727 shares of our common stock will be issued into escrow upon the closing of the acquisition. The calculation of the number of shares to be placed into escrow at the closing is calculated by dividing $6,000,000 by the average closing price per share of our common stock for the 20 trading-day period commencing on June 14, 2007, and ending on July 12, 2007 (the “Escrow Share Calculation Price”). Based on the average closing price per share of our common stock for the 20 trading-day period ending on June 26, 2007 of $26.75 we would be required to issue 224,299 shares of common stock into escrow. In addition to the shares required to be placed in escrow at the closing, we may also be required to issue additional shares of common stock into escrow following the determination of the amount of working capital in Enerwise on the closing date. To the extent the working capital remaining in Enerwise exceeds $400,000 (subject to adjustments set forth in the Enerwise Agreement) on the closing date, we will be required to place a number of shares into escrow equal to the amount by which working capital exceeds $400,000 divided by the Escrow Share Calculation Price. Based upon our review of the financial information of Enerwise made available to us, we do not believe that we will be required to issue any additional shares with respect to the working capital adjustment provisions of the Enerwise Agreement.

Pursuant to the anticipated terms of an escrow agreement that will become effective only if and when the Enerwise Agreement is consummated, the Escrow Shares will be held in escrow and will only be earned by the Enerwise securityholders upon the achievement by the business unit that represents the acquired business of Enerwise of at least $36 million in revenue for 2008 and at least $11 million of gross profit for 2008. If both of the foregoing metrics are not met, all of the Escrow Shares may at Comverge’s sole discretion be released to Comverge and will be held in Comverge’s treasury. The Escrow Shares are also available to Comverge to satisfy certain indemnification obligations of Enerwise as set forth in the Enerwise Agreement. Pursuant to the Enerwise

Agreement, we are entitled to be reimbursed from the Escrow Shares for indemnifiable damages we incur in excess of $250,000 in the aggregate. Although we do not currently anticipate paying any dividends on our common stock, any dividends that are paid on the Escrow Shares will be placed in escrow and will also be available to us for indemnification purposes. If the Escrow Shares are earned pursuant to the performance metrics, any dividends earned during the escrow period and not used to satisfy indemnification obligations will be released to the Enerwise securityholders.

Additionally, we have agreed to amend our existing Investors’ Rights Agreement to grant to recipients of our common stock pursuant to the Enerwise Agreement registration rights with respect to the shares of common stock issued to such persons. The Investors’ Rights Agreement will be amended and restated to provide that up to approximately 1,837,689 additional shares of our common stock will be added to the group of stockholders who, by majority consent of the shares held by such group, have the right to demand of us, subject to certain terms and conditions, that we register under the Securities Act the shares of common stock held by such persons. In accordance with the proposed amended Investors’ Rights Agreement, the first date on which such holders can demand registration will be the first anniversary of the closing date of the Enerwise acquisition, which reflects an acceleration of the time period set forth in the prior agreement of approximately eight months. In addition, the proposed amendment adds up to approximately 223,032 additional shares of common stock to the group of our stockholders who are entitled to “piggyback” registration rights if we propose to register any of our capital stock under the Securities Act (except on Forms S-4 or S-8).

Our board of directors formed a special committee of disinterested directors to consider matters related to the acquisition of Enerwise, which excluded Scott Ungerer, who was deemed to be interested in the transactions contemplated by the Enerwise Agreement due to his position with EnerTech Capital Partners. The special committee of the board of directors deemed the acquisition of Enerwise pursuant to the Enerwise Agreement to be in the best interests of Comverge and its stockholders after considering all relevant facts related to the acquisition including the general financing environment, comparable transactions in our industry and a fairness opinion prepared and delivered to our board of directors by RBC Capital Markets. The audit committee of our board of directors separately approved the issuance of the issuance of the common stock in the transactions contemplated by the Enerwise Agreement, as provided for in Marketplace Rule 4350(h).

In connection with its review of the proposed acquisition of Enerwise, Comverge’s board of directors, absent Mr. Ungerer, reviewed a fairness opinion presented by RBC Capital Markets, an investment bank engaged in the business of providing such opinions. For its services in rendering the fairness opinion, we paid RBC Capital Markets a customary fee for such an opinion. RBC Capital Markets was a co-underwriter of our initial public offering that closed in April 2007.

Certain investment funds affiliated with EnerTech Capital Partners will receive greater than 5% of the consideration paid in connection with our acquisition of Enerwise pursuant to the Enerwise Agreement. Additionally, certain venture funds affiliated with EnerTech Capital Partners hold greater than 5% of our outstanding common stock. Finally, one of our directors, Scott Ungerer, is a Managing Principal of EnerTech Capital Partners. Due to Mr. Ungerer’s interest in the transaction by virtue of his position with EnerTech Capital Partners, Mr. Ungerer was excused from meetings of our board of directors during which information was presented and discussed related to the acquisition of Enerwise. Additionally, the special committee of our board of directors formed to approve the acquisition of Enerwise did not include Mr. Ungerer as a member. Investment funds related to EnerTech Capital Partners hold 2,018,924 shares of our common stock without giving effect to the acquisition of Enerwise. After giving effect to the acquisition of Enerwise and assuming that the performance metrics related to the Escrow Shares are met and the Escrow Shares are not reduced pursuant to indemnification obligations, investment funds affiliated with EnerTech Capital Partners will hold 2,823,734 shares of our common stock.

The closing of our acquisition of Enerwise is subject to customary closing conditions, including our obtaining the approval of our stockholders of the issuance of the common stock in the transactions contemplated by the Enerwise Agreement. Under Delaware, our certificate of incorporation, as amended, and our bylaws we are not required to obtain stockholder approval in connection with the Enerwise acquisition or the issuance of shares of common stock or convertible notes to the former holders of Enerwise securities, and only the approval of our board of directors would be required for us to consummate our acquisition of Enerwise. However, because our common stock is traded on the Nasdaq Global Market, we are subject to the Marketplace Rules of the National Association of Securities Dealers. Marketplace Rule 4350(i)(1)(C) requires stockholder approval prior to our issuance of common stock or securities convertible into or exchangeable for our common stock in connection with an acquisition of assets of another company if a director or substantial shareholder of ours will receive 5% or more of the consideration to be paid in the transaction and if the proposed issuance could result in an increase in our outstanding common stock of 5% or more. Due to the ownership interest of funds

affiliated with EnerTech Capital Partners in Enerwise and Comverge and because the issuance of the common stock in the transactions contemplated by the Enerwise Agreement would represent an increase in our outstanding common stock of more than 5%, we are required by the Nasdaq Marketplace Rules to obtain stockholder approval of the issuance of the common stock in the transactions contemplated by the Enerwise Agreement. We believe it is in the best interests of Comverge and our stockholders that the common stock be issued in connection with in the transactions contemplated by the Enerwise Agreement.

The foregoing description of the Enerwise Agreement is not purported to be complete and is qualified in its entirety by reference to the Enerwise Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01. Additionally, the foregoing description is not purported to be complete with respect to the other agreements ancillary to the Enerwise Agreement that will become effective only if and when the Enerwise Agreement is consummated, including the subordinated convertible promissory notes, the escrow agreement and the amended Investors’ Rights Agreement, and such description is qualified in its entirety by reference to the definitive agreements, if any, which will be filed as future exhibits with the SEC.

The Enerwise Agreement provided as an exhibit to this Current Report on Form 8-K has been included to provide you with information regarding its terms. The agreement contains representations, warranties and covenants that the parties made to each other, each as of specified dates. These representations, warranties and covenants may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the agreement. Moreover, certain of these representations, warranties and covenants may not be accurate or complete as of a specific date because they are subject to a contractual standard of materiality that may be different from the standard generally applied under the Federal securities laws and/or were used for the purpose of allocating risk between the parties rather than establishing matters of fact. In addition, information concerning the subject matter of these representations, warranties or covenants may have changed since the date of the agreements. Accordingly, you should not rely on these representations, warranties or covenants as statements of fact and we do not intend for their text to be a source of factual or business or operational information about Enerwise or Comverge. Such information with respect to Comverge can be found elsewhere in the other public filings Comverge makes with the Securities and Exchange Commission, which are available without charge at www.sec.gov.

Item 1.01 Entry into a Material Definitive Agreement

BACKGROUND AND SUMMARY OF THE TRANSACTION

On June 27, 2007, Comverge, Inc. entered into an Agreement and Plan of Merger (the “Enerwise Agreement”), pursuant to which Enerwise Global Technologies, Inc. (“Enerwise”) will merge with and into our wholly owned subsidiary, Comverge Eagle, Inc., which will result in Comverge owning all of Enerwise. Enerwise is an energy infrastructure management, demand response and renewable energy services and technology provider that enables commercial and industrial customers to reduce energy consumption and total costs, improve energy infrastructure reliability and make informed decisions on energy and renewable energy purchases and programs. Our board of directors believes that the business of Enerwise will complement Comverge’s business, though there can be no assurance that the acquisition of Enerwise will ultimately be accretive to our business.

Pursuant to the terms of the Enerwise Agreement, we have agreed to pay to the Enerwise securityholders the following consideration:

Pursuant to the terms of the Enerwise Agreement, upon the closing of the transaction, we will issue a series of subordinated convertible promissory notes in the aggregate principal amount of $17,000,000. The notes will bear interest at a rate of 5.5% per annum and will mature on April 1, 2009. Interest payments on the notes will be made by us quarterly. The notes will be convertible into shares of our common stock at the option of the holders thereof beginning on the date of issuance at a price per share of $33.44 which represents 125% of the average closing price of our common stock for the 20 trading days immediately prior to the execution of the Enerwise Agreement. Based on the note conversion price of $33.44 per share, the notes would be convertible into an aggregate of up to 508,449 shares of our common stock.

Pursuant to the terms of the Enerwise Agreement, up to an aggregate of 272,727 shares of our common stock will be issued into escrow upon the closing of the acquisition. The calculation of the number of shares to be placed into escrow at the closing is calculated by dividing $6,000,000 by the average closing price per share of our common stock for the 20 trading-day period commencing on June 14, 2007, and ending on July 12, 2007 (the “Escrow Share Calculation Price”). Based on the average closing price per share of our common stock for the 20 trading-day period ending on June 26, 2007 of $26.75 we would be required to issue 224,299 shares of common stock into escrow. In addition to the shares required to be placed in escrow at the closing, we may also be required to issue additional shares of common stock into escrow following the determination of the amount of working capital in Enerwise on the closing date. To the extent the working capital remaining in Enerwise exceeds $400,000 (subject to adjustments set forth in the Enerwise Agreement) on the closing date, we will be required to place a number of shares into escrow equal to the amount by which working capital exceeds $400,000 divided by the Escrow Share Calculation Price. Based upon our review of the financial information of Enerwise made available to us, we do not believe that we will be required to issue any additional shares with respect to the working capital adjustment provisions of the Enerwise Agreement.

Pursuant to the anticipated terms of an escrow agreement that will become effective only if and when the Enerwise Agreement is consummated, the Escrow Shares will be held in escrow and will only be earned by the Enerwise securityholders upon the achievement by the business unit that represents the acquired business of Enerwise of at least $36 million in revenue for 2008 and at least $11 million of gross profit for 2008. If both of the foregoing metrics are not met, all of the Escrow Shares may at Comverge’s sole discretion be released to Comverge and will be held in Comverge’s treasury. The Escrow Shares are also available to Comverge to satisfy certain indemnification obligations of Enerwise as set forth in the Enerwise Agreement. Pursuant to the Enerwise

Agreement, we are entitled to be reimbursed from the Escrow Shares for indemnifiable damages we incur in excess of $250,000 in the aggregate. Although we do not currently anticipate paying any dividends on our common stock, any dividends that are paid on the Escrow Shares will be placed in escrow and will also be available to us for indemnification purposes. If the Escrow Shares are earned pursuant to the performance metrics, any dividends earned during the escrow period and not used to satisfy indemnification obligations will be released to the Enerwise securityholders.

Additionally, we have agreed to amend our existing Investors’ Rights Agreement to grant to recipients of our common stock pursuant to the Enerwise Agreement registration rights with respect to the shares of common stock issued to such persons. The Investors’ Rights Agreement will be amended and restated to provide that up to approximately 1,837,689 additional shares of our common stock will be added to the group of stockholders who, by majority consent of the shares held by such group, have the right to demand of us, subject to certain terms and conditions, that we register under the Securities Act the shares of common stock held by such persons. In accordance with the proposed amended Investors’ Rights Agreement, the first date on which such holders can demand registration will be the first anniversary of the closing date of the Enerwise acquisition, which reflects an acceleration of the time period set forth in the prior agreement of approximately eight months. In addition, the proposed amendment adds up to approximately 223,032 additional shares of common stock to the group of our stockholders who are entitled to “piggyback” registration rights if we propose to register any of our capital stock under the Securities Act (except on Forms S-4 or S-8).

Our board of directors formed a special committee of disinterested directors to consider matters related to the acquisition of Enerwise, which excluded Scott Ungerer, who was deemed to be interested in the transactions contemplated by the Enerwise Agreement due to his position with EnerTech Capital Partners. The special committee of the board of directors deemed the acquisition of Enerwise pursuant to the Enerwise Agreement to be in the best interests of Comverge and its stockholders after considering all relevant facts related to the acquisition including the general financing environment, comparable transactions in our industry and a fairness opinion prepared and delivered to our board of directors by RBC Capital Markets. The audit committee of our board of directors separately approved the issuance of the issuance of the common stock in the transactions contemplated by the Enerwise Agreement, as provided for in Marketplace Rule 4350(h).

In connection with its review of the proposed acquisition of Enerwise, Comverge’s board of directors, absent Mr. Ungerer, reviewed a fairness opinion presented by RBC Capital Markets, an investment bank engaged in the business of providing such opinions. For its services in rendering the fairness opinion, we paid RBC Capital Markets a customary fee for such an opinion. RBC Capital Markets was a co-underwriter of our initial public offering that closed in April 2007.

Certain investment funds affiliated with EnerTech Capital Partners will receive greater than 5% of the consideration paid in connection with our acquisition of Enerwise pursuant to the Enerwise Agreement. Additionally, certain venture funds affiliated with EnerTech Capital Partners hold greater than 5% of our outstanding common stock. Finally, one of our directors, Scott Ungerer, is a Managing Principal of EnerTech Capital Partners. Due to Mr. Ungerer’s interest in the transaction by virtue of his position with EnerTech Capital Partners, Mr. Ungerer was excused from meetings of our board of directors during which information was presented and discussed related to the acquisition of Enerwise. Additionally, the special committee of our board of directors formed to approve the acquisition of Enerwise did not include Mr. Ungerer as a member. Investment funds related to EnerTech Capital Partners hold 2,018,924 shares of our common stock without giving effect to the acquisition of Enerwise. After giving effect to the acquisition of Enerwise and assuming that the performance metrics related to the Escrow Shares are met and the Escrow Shares are not reduced pursuant to indemnification obligations, investment funds affiliated with EnerTech Capital Partners will hold 2,823,734 shares of our common stock.

The closing of our acquisition of Enerwise is subject to customary closing conditions, including our obtaining the approval of our stockholders of the issuance of the common stock in the transactions contemplated by the Enerwise Agreement. Under Delaware, our certificate of incorporation, as amended, and our bylaws we are not required to obtain stockholder approval in connection with the Enerwise acquisition or the issuance of shares of common stock or convertible notes to the former holders of Enerwise securities, and only the approval of our board of directors would be required for us to consummate our acquisition of Enerwise. However, because our common stock is traded on the Nasdaq Global Market, we are subject to the Marketplace Rules of the National Association of Securities Dealers. Marketplace Rule 4350(i)(1)(C) requires stockholder approval prior to our issuance of common stock or securities convertible into or exchangeable for our common stock in connection with an acquisition of assets of another company if a director or substantial shareholder of ours will receive 5% or more of the consideration to be paid in the transaction and if the proposed issuance could result in an increase in our outstanding common stock of 5% or more. Due to the ownership interest of funds

affiliated with EnerTech Capital Partners in Enerwise and Comverge and because the issuance of the common stock in the transactions contemplated by the Enerwise Agreement would represent an increase in our outstanding common stock of more than 5%, we are required by the Nasdaq Marketplace Rules to obtain stockholder approval of the issuance of the common stock in the transactions contemplated by the Enerwise Agreement. We believe it is in the best interests of Comverge and our stockholders that the common stock be issued in connection with in the transactions contemplated by the Enerwise Agreement.

The foregoing description of the Enerwise Agreement is not purported to be complete and is qualified in its entirety by reference to the Enerwise Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01. Additionally, the foregoing description is not purported to be complete with respect to the other agreements ancillary to the Enerwise Agreement that will become effective only if and when the Enerwise Agreement is consummated, including the subordinated convertible promissory notes, the escrow agreement and the amended Investors’ Rights Agreement, and such description is qualified in its entirety by reference to the definitive agreements, if any, which will be filed as future exhibits with the SEC.

The Enerwise Agreement provided as an exhibit to this Current Report on Form 8-K has been included to provide you with information regarding its terms. The agreement contains representations, warranties and covenants that the parties made to each other, each as of specified dates. These representations, warranties and covenants may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the agreement. Moreover, certain of these representations, warranties and covenants may not be accurate or complete as of a specific date because they are subject to a contractual standard of materiality that may be different from the standard generally applied under the Federal securities laws and/or were used for the purpose of allocating risk between the parties rather than establishing matters of fact. In addition, information concerning the subject matter of these representations, warranties or covenants may have changed since the date of the agreements. Accordingly, you should not rely on these representations, warranties or covenants as statements of fact and we do not intend for their text to be a source of factual or business or operational information about Enerwise or Comverge. Such information with respect to Comverge can be found elsewhere in the other public filings Comverge makes with the Securities and Exchange Commission, which are available without charge at www.sec.gov.

Item 1.01 Entry into a Material Definitive Agreement

On May 2, 2007, Comverge, Inc. entered into a Delivered Demand Reduction Agreement with Nevada Power Company, pursuant to which Comverge will supply up to 126 megawatts of electric capacity. The Demand Reduction Agreement terminates on December 31, 2009. The Agreement includes provisions related to early termination upon the occurrence of specified events, indemnification obligations by Comverge and Nevada Power, a security interest in the form of Letter of Credit to secure Comverge’s performance under the Agreement, and specified damages provisions that would require Comverge to pay specified amounts to Nevada Power upon the occurrence of certain breaches of the Agreement. As part of this Agreement, Comverge has agreed to operate Nevada Power’s existing demand reduction system. Comverge expects the Agreement to generate between $25 and $30 million of revenue over its term.

A copy of the Agreement will be filed with Comverge’s Periodic Report on Form 10-Q for the quarter ended June 30, 2007.