Comverge, Inc.
Public Offering of Common Stock
________
___, _____
Citigroup
Global Markets Inc.
Goldman,
Sachs & Co.
Cowen
and Company, LLC
RBC
Capital Markets Corporation
Pacific
Growth Equities, LLC
Stephens
Inc.
As
Representatives of the several Underwriters,
c/o
Citigroup Global Markets Inc.
388
Greenwich Street
New
York, New York 10013
Ladies
and Gentlemen:
Ladies
and Gentlemen:
This
letter is being delivered to you in connection with the
proposed Underwriting Agreement (the “Underwriting
Agreement”), among Comverge, Inc., a Delaware
corporation (the “Company”), the selling
stockholders party thereto and each of you as representatives
of a group of Underwriters named therein, relating to an
underwritten public offering (the “Offering”) of
Common Stock, par value $0.001 per share (the “Common
Stock”), of the Company.
In
order to induce you and the other Underwriters to enter into
the Underwriting Agreement, the undersigned will not, without
the prior written consent of Citigroup Global Markets Inc. and
Goldman, Sachs & Co., offer, sell, contract to sell,
pledge or otherwise dispose of (or enter into any transaction
which is designed to, or might reasonably be expected to,
result in the disposition (whether by actual disposition or
effective economic disposition due to cash settlement or
otherwise, other than the exercise of any stock option granted
as a direct or indirect result of any Company program,
including but not limited to, any form of
“cashless” exercise generally available for such
grants, provided that the net resulting shares from such
exercise shall be subject to this agreement) by the
undersigned or any affiliate of the undersigned or any person
in privity with the undersigned or any affiliate of the
undersigned), directly or indirectly, including the filing (or
participation in the filing) of a registration statement with
the Securities and Exchange Commission (other than a
registration statement relating to employee benefit plans of
the Company) in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder with respect to, any shares of capital
stock of the Company or any securities convertible into, or
exercisable or exchangeable for, such capital stock
(collectively, the “Lock-up Securities”), or
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