**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 publicly announce an intention to effect any such
      transaction, for a period of 90 days after the date of the Underwriting
      Agreement, other than shares of Common Stock (1) transferred to the Underwriters
      pursuant to the Offering and the Underwriting Agreement or (2) disposed of
      as
      bona fide gifts approved by Citigroup Global Markets Inc. and Goldman, Sachs
      & Co.









If
      (i)
      the Company issues an earnings release or material news, or a material event
      relating to the Company occurs, during the last 17 days of the lock-up period,
      or (ii) prior to the expiration of the lock-up period, the Company announces
      that it will release earnings results during the 16-day period beginning on
      the
      last day of the lock-up period, the restrictions imposed by this agreement
      shall
      continue to apply until the expiration of the 18-day period beginning on the
      issuance of the earnings release or the occurrence of the material news or
      material event, unless Citigroup
      Global Markets Inc. and Goldman, Sachs & Co. waive,
      in
      writing, such extension. The undersigned hereby acknowledges that the Company
      has agreed in the Underwriting Agreement to provide written notice to the
      undersigned of any event that would result in an extension of the lock-up period
      and agrees that any such notice properly delivered will be deemed to have given
      to, and received by, the undersigned.




The
      undersigned acknowledges and agrees that this letter agreement shall be subject
      to the provisions set forth in Section 3.10(j) of that certain Amended and
      Restated Registration Rights Agreement by and among the undersigned, the Company
      and the other parties named therein and Section ___ of the Underwriting
      Agreement.




Notwithstanding
      anything contained herein to the contrary, to the extent that (i) at any time
      subsequent to the execution of this agreement the undersigned is not required
      to
      make any filings under Section 16 or Sections 13(d) or (g) of the Securities
      Exchange Act of 1934 with respect to any shares of Common Stock, and (ii) the
      undersigned has entered into or will enter into an agreement similar to this
      agreement (a) in connection with a *bona
      fide* issuer
      directed share program relating to the underwritten public offering of Common
      Stock (a “DSP Program”) with respect to any shares of Common Stock to be
      purchased in such DSP Program (the “DSP Shares”) and (b) with any member of the
      underwriting syndicate or any affiliate of such member who is acting as
      administrator of such DSP Program, the terms of such other similar lock-up
      agreement and not of this agreement shall govern the undersigned’s rights with
      respect to such DSP Shares.




If
      for
      any reason the Company notifies you that it does not intend to proceed with
      the
      Offering, the Underwriting Agreement does not become effective or the
      Underwriting Agreement shall be terminated prior to the Closing Date (as defined
      in the Underwriting Agreement), the agreement set forth above shall likewise
      be
      terminated.




Yours
                very truly,[*signature
              block for entities*]:
            
            (*print
              name of entity*)By:Name:Title:





[*signature
              block for individuals*]:
            
            (*signature*)Name: