**COMVERGE,
      INC.**




**AMENDED
      AND RESTATED**


**REGISTRATION
      RIGHTS AGREEMENT**




**October
      16, 2007**







**TABLE
      OF CONTENTS**


PageARTICLE
                I. DEFINITIONS
              
              2ARTICLE
                II. [INTENTIONALLY
                OMITTED.]
              
              3ARTICLE
                III. REGISTRATION
              
              3Section
                  3.1
              
              Required
                  Registration
              
              3Section
                  3.2
              
              Company
                  Registration.
              
              4Section
                  3.3
              
              Registration
                  on Form S-3.
              
              4Section
                  3.4
              
              Registration
                  Procedures.
              
              4Section
                  3.5
              
              Expenses.
              
              6Section
                  3.6
              
              Indemnification
                  and Contribution
              
              7Section
                  3.7
              
              Changes
                  in Common Stock.
              
              10Section
                  3.8
              
              Rule
                  144 Reporting.
              
              10Section
                  3.9
              
              Future
                  Registration Rights.
              
              11Section
                  3.10
              
              Market
                  Stand Off.
              
              11Section
                  3.11
              
              Termination
                  of Registration Rights.
              
              13ARTICLE
                IV. [INTENTIONALLY OMITTED.]
              
              13ARTICLE
                V. [INTENTIONALLY OMITTED.]
              
              14ARTICLE
                VI. MISCELLANEOUS
              
              14Section
                  6.1
              
              Assigns.
              
              14Section
                  6.2
              
              Notices.
              
              14Section
                  6.3
              
              Governing
                  Law.
              
              14Section
                  6.4
              
              Amendments.
              
              15Section
                  6.5
              
              Counterparts;
                  Facsimile Signatures.
              
              15Section
                  6.6
              
              Severability.
              
              15Section
                  6.7
              
              Joint
                  Product.
              
              15Section
                  6.8
              
              Termination
                  of Prior Agreement.
              
              16Section
                  6.9
              
              Consent
                  to Grant of Registration Rights.
              
              16Section
                  6.10
              
              Removal
                  of Key Management.
              
              16




Schedule
      A  Investors


Schedule
      B  Principal
      Stockholders


Schedule
      C  Key
      Management


Schedule
      D  Acquisition
      Stockholders










**AMENDED
      AND RESTATED REGISTRATION RIGHTS AGREEMENT**




**THIS
      AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT** (this
“ ***Agreement*** ”)
      is
      made as of the 16th day of October, 2007, by and among Comverge, Inc., a
      Delaware corporation (the “ ***Company*** ”),
      and
      the stockholders of the Company listed on Schedule
      A (the
“ ***Investors*** ”),
      the
      stockholders of the Company listed on Schedule
      B (the
“ ***Principal
      Stockholders*** ”),
      certain members of the Company’s management listed on Schedule
      C ,
      as the
      same may be amended from time to time (the “ ***Key
      Management*** ”)
      and
      certain stockholders of the Company listed on Schedules
      D-1 and D-2 ,
      (the
“ ***Acquisition
      Stockholders*** ”).




**RECITALS**




**WHEREAS** ,
      the
      Company and certain of its stockholders are parties to that certain Registration
      Rights Agreement dated as of July 23, 2007 (the “ ***Prior
      Agreement*** ”),
      and
      each believes that it is in the best interest of the Company and its
      stockholders to amend and restate the Prior Agreement as set forth
      herein;




**WHEREAS** ,
      the
      Company completed its initial public offering on April 18, 2007 (the
“ ***IPO
      Date*** ”)
      and in
      connection therewith all of the then-outstanding Preferred Stock of the Company
      was converted into Common Stock of the Company;




**WHEREAS** ,
      the
      Company previously offered additional shares of Common Stock and promissory
      notes convertible (the “ ***Convertible
      Promissory Notes*** ”)
      into
      Common Stock as consideration pursuant to the terms of that certain Agreement
      and Plan of Merger dated July 23, 2007 (the “ ***Merger
      Agreement*** ”);




**WHEREAS** ,
      pursuant to Section 6.4 of the Prior Agreement, the Prior Agreement may be
      amended by the written consent of the Company and the holders of at least 60%
      of
      the Conversion Shares held by the Investors; and




**WHEREAS** ,
      the
      Company, undersigned Investors representing greater than 60% of the Conversion
      Shares held by the Investors, the undersigned Principal Stockholders, the
      undersigned members of Key Management and the undersigned Acquisition
      Stockholders desire to amend and restate the Prior Agreement as set forth herein
      on behalf of themselves and the parties to the Prior Agreement.




**AGREEMENT**




**NOW,
      THEREFORE** ,
      in
      consideration of the foregoing premises, the mutual promises and covenants
      set
      forth herein and certain other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the parties agree as
      follows:




**ARTICLE
      I.**


**Definitions**




As
      used
      in this Agreement, the following terms shall have the following respective
      meanings:




“ ***Affiliate*** ”,
      as
      applied to any person or entity, shall mean a person or entity directly or
      indirectly (through one or more intermediaries) controlling, controlled by
      or
      under common control with the first person or entity, including affiliated
      venture capital funds.




1




“ ***Commission*** ”
shall
      mean the Securities and Exchange Commission, or any other federal agency at
      the
      time charged with primary responsibility for administering the Securities Act
      (or any successor legislation).




“ ***Common
      Stock*** ”
shall
      mean the Common Stock, $0.001 par value, of the Company, as constituted as
      of
      the date of this Agreement.




“ ***Conversion
      Shares*** ”
shall
      mean (i) the shares of Common Stock issued to the Investors set forth on Schedule
      A and the
      Acquisition Stockholders set forth on Schedule
      D-1 ,
      and
      subject to the provisions below, any Note Shares and Escrowed Shares, (ii) the
      shares of Common Stock issuable upon the exercise of that certain Amended and
      Restated Warrant to purchase Series C Preferred Stock of the Company dated
      effective as of April 4, 2007, and issued to Air Products and Chemicals,
      Inc. ,
      and
      (iii) the shares of Common Stock issuable upon the exercise of that certain
      Amended and Restated Warrant of the Company dated effective as of April 4, 2007,
      and issued to Partners for Growth, L.P.; *provided,
      however,* that (x)
      any Note Shares (as defined below) that are Conversion Shares shall not become
      Conversion Shares until actually issued by the Company, (y) any Escrowed Shares
      (as defined below) that are Conversion Shares shall not become Conversion Shares
      until July 1, 2008, and (z) any shares subject to issuance upon the exercise
      of
      either of the warrants set forth in clauses (ii) and (iii) above shall not
      become Conversion Shares until issued.




“ ***Exchange
      Act*** ”
shall
      mean the Securities Exchange Act of 1934, as amended, or any similar federal
      statute, and the rules and regulations of the Commission thereunder, all as
      the
      same shall be in effect at the time.




“ ***Registration
      Expenses*** ”
shall
      mean the expenses so described in Section
      3.5 .




“ ***Registrable
      Securities*** ”
shall
      mean (i) the Conversion Shares held by the Investors set forth on Schedule
      A and the
      Conversion Shares held by the Acquisition Stockholders set forth on Schedule
      D-1 ;
      (ii)
      shares of Common Stock now held, as set forth on Schedule
      B ,
      or
      hereafter acquired by the Principal Stockholders; *provided,
      however,* that
      such shares of Common Stock held by the Principal Stockholders shall not be
      deemed Registrable Securities for the purposes of Sections
      3.1, 3.3 and 3.9 ;
      (iii)
      shares of Common Stock now held, as set forth on Schedule
      C ,
      or
      hereafter acquired by Key Management; *provided,
      however,* that
      such shares of Common Stock held by Key Management shall not be deemed
      Registrable Securities for the purposes of Sections
      3.1, 3.3 and 3.9 and; *provided
      further* that
      shares of Common Stock issuable to members of Key Management pursuant to the
      exercise of options shall be considered Registrable Securities (within the
      limitations set forth in this clause (iii)); (iv) shares of Common Stock issued
      to the Acquisition Stockholders, as set forth on Schedule
      D-2 ,
      pursuant to any merger agreement (including the Merger Agreement), purchase
      agreement and other acquisition agreement in connection with a bona fide
      business acquisition by the Company or its subsidiaries, including (A) shares
      of
      Common Stock issuable upon conversion of any convertible promissory notes
      (including the Convertible Promissory Notes) issued to the Acquisition
      Stockholders pursuant to a merger agreement, purchase agreement and other
      acquisition agreement in connection with a bona fide business acquisition by
      the
      Company or its subsidiaries (the “ ***Note
      Shares*** ”)
      and
      (B) shares of Common Stock held in escrow pursuant to a merger agreement
      (including the Merger Agreement), purchase agreement and other acquisition
      agreement in connection with a bona fide business acquisition by the Company
      or
      its subsidiaries (the “ ***Escrowed
      Shares*** ”); *provided,
      however,* that the
      Note Shares shall not become Registrable Securities until actually issued by
      the
      Company and the Escrowed Shares shall not become Registrable Securities until,
      (x) with respect to those issued in connection with the Merger Agreement, July
      1, 2008, and, (y) with respect to such other Escrowed Shares, the date upon
      which such Escrowed Shares are released from escrow pursuant to the terms of
      the
      governing escrow agreement; and (v) any Common Stock issued as a dividend or
      other distribution with respect to or in exchange for or in replacement of
      the
      shares referenced in (i) through (iv) above, in each case with the same
      limitation thereon; *provided*  *further* that
      Registrable Securities shall not include any shares of Common Stock (1) that
      have been registered under the Securities Act pursuant to an effective
      registration statement filed thereunder and disposed of in accordance with
      the
      registration statement covering them or (2) that have otherwise been sold
      to the public.




2




“ ***Securities
      Act*** ”
shall
      mean the Securities Act of 1933, as amended, or any similar federal statute,
      and
      the rules and regulations of the Commission thereunder, all as the same shall
      be
      in effect at the time.




“ ***Selling
      Expenses*** ”
shall
      mean the expenses so described in Section
      3.5 .




“ ***Time
      of Sale Information*** ”
means
      the information conveyed to an investor at the time such investor becomes
      committed to purchase securities for purposes of determining liability under
      Sections 12(a)(2) and 17(a)(2) of the Securities Act.




**ARTICLE
      II.**


**[Intentionally
      Omitted.]**




**ARTICLE
      III.**


**Registration**




**Section
      3.1**  **Required
      Registration**




**(a)**  At
      any
      time after July 23, 2008, the holders of a majority of the Conversion Shares,
      may request the Company to register some or all of their Registrable Securities
      under the Securities Act if the anticipated aggregate price to the public is
      not
      less than $8,000,000. Any request for registration (“ ***Registration
      Request*** ”)
      shall
      specify (A) the approximate number of shares of Registrable Securities requested
      to be registered and (B) the intended method of distribution of such
      shares.




3




**(b)**  Within
      ten days after the receipt of a Registration Request, the Company shall
      immediately notify all holders of Registrable Securities (other than Registrable
      Securities held by Key Management and Principal Stockholders) from whom notice
      has not been received and shall, subject to the limitations of this Section
      3.1 ,
      effect,
      as expeditiously as is reasonably possible the registration under the Securities
      Act, for public sale in accordance with the method of disposition specified
      in
      such notice from requesting holders, the number of shares of Registrable
      Securities specified in such notice (and in all notices received by the Company
      from other holders within 15 days after the giving of such notice by the
      Company). In the event that any registration pursuant to this Section
      3.1 shall
      be, in whole or in part, an underwritten public offering of Common Stock, and
      the managing underwriters advise the Company in their opinion that the number
      of
      securities to be included in such registration exceeds the number that can
      be
      sold in an orderly manner in such offering within the price range acceptable
      to
      the Company, then the number of Registrable Securities included in such offering
      may be reduced, prorate among the Registrable Securities requested to be
      included in such offering.




**(c)**  The
      Company will have the right to select one or more underwriters to manage the
      offering, subject to the reasonable satisfaction of a majority in interest
      of
      the holders of the Conversion Shares initially requesting registration, which
      approval, if any be required, shall not be unreasonably withheld or delayed; *provided* ,
      that if
      the managing underwriter or underwriters shall be the firm or firms that managed
      the Company’s most recently completed underwritten public offering of Common
      Stock, such firms shall be deemed acceptable unless a majority in interest
      of
      the holders the Conversion Shares initially requesting such registration shall
      object to such firm or firms for reasons related to the ability of such firm
      or
      firms to effectively manage the offering.




**(d)**  The
      Company shall be obligated to effect a registration pursuant to this Section
      3.1 on two
      occasions only, and shall not be required to effect a registration if the
      Company delivers notice in writing to the holders of Registrable Securities
      within 30 days of any Registration Request of the Company’s intent to file a
      registration statement within 90 days.




**(e)**  The
      Company shall be entitled to include in any registration statement referred
      to
      in this Section
      3.1 ,
      for
      sale in accordance with the method of disposition specified by requesting
      holders, shares of Common Stock to be sold by the Company for its own account
      but only to the extent that such inclusion will not adversely affect the
      offering for the account of the holders of Registrable Securities. Except for
      registration statements on Form S-4, S-8 or any successors thereto, the Company
      will not file with the Commission any other registration statement with respect
      to its Common Stock, whether for its own account or that of other stockholders,
      from the date of receipt of a notice from requesting holders pursuant to this Section 3.1 until
      the completion of the period of distribution of the registration contemplated
      thereby.




Section
      3.2Company
      Registration. If the
      Company at any time proposes to register any of its securities under the
      Securities Act for sale to the public, whether for its own account or for the
      account of other security holders or both (except with respect to registration
      statements on Forms S-4, S-8 or another form not available for registering
      the
      Registrable Securities for sale to the public), each such time it will give
      written notice to all holders of outstanding Registrable Securities of its
      intention so to do. Upon the written request of any such holder, received by
      the
      Company within 15 days after the giving of any such notice by the Company,
      to
      register any of its Registrable Securities, the Company will use reasonable
      best
      efforts to cause such Registrable Securities to be included in the registration
      statement proposed to be filed by the Company. In the event that any
      registration pursuant to this Section 3.2 shall
      be, in whole or in part, an underwritten public offering of Common Stock, and
      the managing underwriters advise the Company in their opinion that the number
      of
      securities to be included in such registration exceeds the number that can
      be
      sold in an orderly manner in such offering within the price range acceptable
      to
      the Company, then the number of Registrable Securities included in such offering
      may be reduced, pro rata among the Registrable Securities requested to be
      included in such offering; *provided,
      however,* that in
      the case of any underwritten public offering, the number of shares of Conversion
      Shares included in such offering shall not be reduced below an amount equal
      to
      25% of the total number of shares to be included. Notwithstanding the foregoing
      provisions, the Company may withdraw any registration statement referred to
      in
      this Section
      3.2 without
      thereby incurring any liability to the holders of Registrable
      Securities.




Section
      3.3Registration
      on Form S-3. If at
      any time (i) a holder or holders of Conversion Shares request that the Company
      file a registration statement on Form S-3 or any successor thereto for a public
      offering of all or any portion of their Conversion Shares, the reasonably
      anticipated aggregate price to the public of which would exceed $2,000,000,
      and
      (ii) the Company is a registrant entitled to use Form S-3 or any successor
      thereto to register such shares, then the Company shall, as soon as practicable,
      use reasonable best efforts to effect and maintain such registration under
      the
      Securities Act on Form S-3 or any successor thereto, for public sale in
      accordance with the method of disposition specified in such notice, the
      Conversion Shares specified in such notice. The method of disposition may
      include the registration of such shares “for the shelf” to be offered on a
      delayed or continuous basis as provided in Rule 415 under the Securities Act.
      Whenever the Company is required by this Section
      3.3 to use
      reasonable best efforts to effect the registration on behalf of a holder or
      holders of Conversion Shares, the Company shall notify all other holders of
      Registrable Securities and provide them with the opportunity to participate
      in
      the offering in accordance with Section
      3.2 hereof
      (with any exclusion by underwriters to be pro rata on the basis of the number
      of
      shares of Registrable Securities, as defined this Section
      3.3 only,
      requested to be included), and the provisions of paragraphs (c) and (e) of Section
      3.1 shall
      apply to such registration. The Company shall not be required to effect more
      than two such registrations pursuant to this Section
      3.3 in any
      12-month period. Registrations effected pursuant to this Section
      3.3 shall
      not be counted as demand registrations effected pursuant to Section
      3.1 .




Section
      3.4Registration
      Procedures. If and
      whenever the Company is required by the provisions of Section
      3.1, 3.2 or 3.3 to use
      reasonable best efforts to effect the registration of any Registrable Securities
      under the Securities Act, the Company will, as expeditiously as
      possible:




**(a)**  prepare
      and file with the Commission a registration statement (which, in the case of
      an
      underwritten public offering pursuant to Section
      3.1 ,
      shall
      be on Form S-1 or other form of general applicability satisfactory to the
      managing underwriter selected as therein provided) with respect to such
      securities and use reasonable best efforts to cause such registration statement
      to become and remain effective for the period of the distribution contemplated
      thereby (determined as hereinafter provided); *provided,
      however,* that the
      Company’s obligation to file a registration statement, or cause such
      registration statement to become and remain effective, shall be suspended for
      a
      period not to exceed 90 days in any 12-month period if in the reasonable good
      faith judgment of the Company’s Board of Directors it would be seriously
      detrimental to the Company to effect a registration at such time;




4




**(b)**  prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the related prospectus as may be necessary to keep
      such registration statement effective for the period specified in paragraph
      (a)
      above and comply with the provisions of the Securities Act with respect to
      the
      disposition of all Registrable Securities covered by such registration statement
      in accordance with the sellers’ intended method of disposition set forth in such
      registration statement for such period;




**(c)**  furnish
      to each seller of Registrable Securities and to each underwriter such number
      of
      copies of the registration statement and the prospectus forming a part thereof
      (including each preliminary prospectus) as such persons reasonably may request
      in order to facilitate the public sale or other disposition of the Registrable
      Securities covered by such registration statement;




**(d)**  use
      reasonable best efforts to register or qualify the Registrable Securities
      covered by such registration statement under the securities or “blue sky” laws
      of such jurisdictions as the sellers of Registrable Securities or, in the case
      of an underwritten public offering, the managing underwriter reasonably shall
      request; *provided,
      however,* that the
      Company shall not for any such purpose be required to qualify generally to
      transact business as a foreign corporation in any jurisdiction where it is
      not
      so qualified or to consent to general service of process in any such
      jurisdiction;




**(e)**  list
      the
      Registrable Securities covered by such registration statement with any
      securities exchange (or quotation system) on which the Common Stock of the
      Company is then listed (or qualified for inclusion);




**(f)**  immediately
      (i) notify each seller of Registrable Securities and each underwriter under
      such
      registration statement, at any time when a prospectus relating thereto is
      required to be delivered under the Securities Act, of the happening of any
      event
      of which the Company has knowledge as a result of which the prospectus forming
      a
      part of such registration statement, as then in effect, includes an untrue
      statement of a material fact or omits to state a material fact required to
      be
      stated therein or necessary to make the statements therein not misleading in
      light of the circumstances then existing and (ii) use commercially reasonable
      efforts to amend or supplement such prospectus in order to cause such prospectus
      not to include any untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances then existing;




**(g)**  notify
      each seller of Registrable Securities, promptly after it shall receive notice
      thereof, of the time when a registration statement covering such Registrable
      Securities has become effective or a prospectus forming a part of the
      registration statement or supplement thereto has been filed;




5




**(h)**  if
      the
      offering is underwritten and at the request of any seller of Registrable
      Securities, use reasonable best efforts to furnish on the date that Registrable
      Securities are delivered to the underwriters for sale pursuant to such
      registration: (i) an opinion dated such date of counsel representing the Company
      for the purposes of such registration, addressed to the underwriters and to
      such
      seller, in form and substance as is customarily given in an underwritten public
      offering; and (ii) a letter dated such date from the independent public
      accountants retained by the Company, addressed to the underwriters and to such
      seller, in form and substance as is customarily given in an underwritten public
      offering; and




**(i)**  make
      available for inspection by each seller of Registrable Securities, any
      underwriter participating in any distribution pursuant to such registration
      statement, and any attorney or accountant retained by such seller or
      underwriter, all financial and other records, pertinent corporate documents
      and
      properties of the Company, and cause the Company’s officers, directors and
      employees to supply all information reasonably requested by any such seller,
      underwriter, attorney or accountant in connection with such registration
      statement.




**(j)**  For
      purposes of Section
      3.4(a) and 3.4(b) ,
      the
      period of distribution of Registrable Securities in a firm commitment
      underwritten public offering shall be deemed to extend until each underwriter
      has completed the distribution of all securities purchased by it, and the period
      of distribution of Registrable Securities in any other registration shall be
      deemed to extend until the earlier of the sale of all Registrable Securities
      covered thereby and 120 days after the effective date thereof.




**(k)**  It
      shall
      be a condition precedent to the obligations of the Company to take any action
      in
      connection with each registration pursuant to Sections
      3.1, 3.2 or 3.3 hereof,
      that the sellers of Registrable Securities furnish to the Company in writing
      such information with respect to themselves and the proposed distribution by
      them as reasonably shall be necessary in order to assure compliance with federal
      and applicable state securities laws.




**(l)**  In
      connection with each registration pursuant to Sections
      3.1, 3.2 or 3.3 covering
      an underwritten public offering, the Company shall not be required to include
      any Registrable Securities in such underwriting unless the holders of such
      Registrable Securities accept the terms of the underwriting as agreed upon
      between the Company and the underwriters selected by it (or by other persons
      entitled to select the underwriters), *provided
      that* ,
      such
      terms shall not provide for indemnification or contribution obligations on
      the
      part of the holders of the Registrable Securities materially greater than the
      obligations of such holders pursuant to Section 3.6(b) hereof.




Section
      3.5Expenses. All
      expenses incurred by the Company in complying with Sections
      3.1, 3.2 and 3.3 ,
      including, without limitation, all registration and filing fees, printing
      expenses, fees and disbursements of counsel and independent public accountants
      for the Company, fees and expenses (including counsel fees) incurred in
      connection with complying with state securities or “blue sky” laws, fees of the
      National Association of Securities Dealers, Inc., transfer taxes, fees of
      transfer agents and registrars and the reasonable fees and disbursements of
      one
      counsel for the sellers of Registrable Securities not to exceed $25,000, but
      excluding any Selling Expenses, are called “Registration Expenses”. All
      underwriting discounts and selling commissions applicable to the sale of
      Registrable Securities are called “Selling Expenses”. The Company will pay all
      Registration Expenses in connection with each registration statement under Section
      3.1, 3.2 or 3.3 ; *provided,
      however,* that the
      Company shall not be required to pay for any Registration Expenses of any
      registration proceeding begun pursuant to Section
      3.1 if the
      registration request is subsequently withdrawn on the written request of the
      holders of a majority of the Conversion Shares to be registered (in which case
      all participating holders of Conversion Shares shall bear such expenses pro
      rata), unless the holders of a majority of the Conversion Shares agree to
      forfeit their right to one demand registration pursuant to Section
      3.1 ; *provided* ,
      further
      that if at the time of such withdrawal, such holders of Conversion Shares have
      learned of a material adverse change in the Company from that known to such
      holders at the time of the request and have withdrawn the request with
      reasonable promptness following disclosure by the Company of or such holders’
otherwise having learned of such material adverse change, then the Company
      shall
      pay the Registration Expenses of such holders, and such holders shall not be
      required to pay any of such expenses and shall not forfeit their right to a
      demand registration pursuant to Section
      3.1 .
      All
      Selling Expenses in connection with each such registration statement shall
      be
      borne by the participating sellers.




6




**Section
      3.6**  **Indemnification
      and Contribution**




**(a)**  In
      the
      event of a registration of any of the Registrable Securities under the
      Securities Act pursuant to Section
      3.1, 3.2 or 3.3 ,
      the
      Company will indemnify and hold harmless each seller of such Registrable
      Securities thereunder, each underwriter of such Registrable Securities
      thereunder and each other person, if any, who controls such seller or
      underwriter within the meaning of the Securities Act, against any losses,
      claims, damages or liabilities, joint or several, to which such seller,
      underwriter or controlling person may become subject under the Securities Act,
      the Exchange Act, any state securities laws or any rule or regulation
      promulgated under the Securities Act, Exchange Act or any state securities
      laws
      or otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in respect thereof) (i) arise out of or are based upon any untrue statement
      or
      alleged untrue statement of any material fact contained in any registration
      statement under which such Registrable Securities were registered under the
      Securities Act, any preliminary prospectus, final prospectus or “free writing
      prospectus” (as defined pursuant to Rule 405 of the Securities Act) relating
      thereto, or the Time of Sale Information, each as amended or supplemented,
      if
      applicable, (ii) arise out of or are based upon the omission or alleged omission
      to state therein a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading or (iii) arise out of or are based
      on
      any violation or alleged violation by the Company of the Securities Act, the
      Exchange Act, any state securities laws or any rule or regulation promulgated
      under the Securities Act, the Exchange Act or any state securities laws, and
      will reimburse each such seller, each such underwriter and each such controlling
      person for any legal or other expenses reasonably incurred by them in connection
      with investigating or defending any such loss, claim, damage, liability or
      action; *provided,
      however,* that the
      Company will not be liable to any such indemnitee (i) for any amounts paid
      in
      settlement of any such loss, claim, damage, liability, or action if such
      settlement is effected without the consent of the Company (which consent shall
      not be unreasonably withheld, conditioned or delayed), *provided
      that* ,
      any
      settlement effected without the consent of the Company shall not relieve the
      Company from any liability which it may have to such indemnified party for
      such
      damage other than under this Section
      3.6 ,
      (ii) if
      and to the extent that any such loss, claim, damage or liability arises out
      of
      or is based upon an untrue statement or alleged untrue statement or omission
      or
      alleged omission so made in conformity with information furnished by such
      indemnitee in writing specifically for use in such registration statement or
      prospectus, or (iii) if and to the extent that, in the case of a sale directly
      by such holder of Registrable Securities (including a sale of such Registrable
      Securities through any underwriter retained by such holder of Registrable
      Securities to engage in a distribution solely on behalf of such holder of
      Registrable Securities), such untrue statement or alleged untrue statement
      or
      omission or alleged omission was contained in a preliminary prospectus and
      corrected in a final or amended prospectus, and such holder of Registrable
      Securities failed to deliver a copy of the final or amended prospectus at or
      prior to the confirmation of the sale of the Registrable Securities to the
      Person asserting any such loss, claim, damage or liability in any case where
      such delivery is required by the Securities Act or any state securities laws, *provided
      that* ,
      notice
      of the filing of such final or amended prospectus was properly delivered by
      the
      Company pursuant to Section
      3.4(g) .




7




**(b)**  In
      the
      event of a registration of any of the Registrable Securities under the
      Securities Act pursuant to Section
      3.1, 3.2 or 3.3 ,
      each
      seller of such Registrable Securities thereunder, severally and not jointly,
      will indemnify and hold harmless the Company, each person, if any, who controls
      the Company within the meaning of the Securities Act, each officer of the
      Company who signs the registration statement, each director of the Company,
      each
      underwriter and each person who controls any underwriter within the meaning
      of
      the Securities Act, against all losses, claims, damages or liabilities, joint
      or
      several, to which the Company or such officer, director, underwriter or
      controlling person may become subject under the Securities Act, the Exchange
      Act, any state securities laws or any rule or regulation promulgated under
      the
      Securities Act or any state securities laws or otherwise, insofar as such
      losses, claims, damages or liabilities (or actions in respect thereof) arise
      out
      of or are based upon any untrue statement or alleged untrue statement of any
      material fact contained in the registration statement under which such
      Registrable Securities were registered under the Securities Act, any preliminary
      prospectus, final prospectus or “free writing prospectus” (as defined pursuant
      to Rule 405 of the Securities Act) relating thereto, or the Time of Sale
      Information, each as amended or supplemented, if applicable, or arise out of
      or
      are based upon the omission or alleged omission to state therein a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading, and will reimburse the Company and each such officer, director,
      underwriter and controlling person for any legal or other expenses reasonably
      incurred by them in connection with investigating or defending any such loss,
      claim, damage, liability or action; *provided,
      however,* that
      such seller will be liable hereunder in any such case if and only to the extent
      that any such loss, claim, damage or liability arises out of or is based upon
      an
      untrue statement or alleged untrue statement or omission or alleged omission
      made in reliance upon and in conformity with information pertaining to such
      seller, as such, furnished in writing to the Company by such seller specifically
      for use in such registration statement or prospectus; and *provided* ,
      further, however, that the liability of each seller hereunder shall be limited
      to the proportion of any such loss, claim, damage, liability or expense which
      is
      equal to the proportion that the public offering price of the shares sold by
      such seller under such registration statement bears to the total public offering
      price of all securities sold thereunder, but not in any event to exceed the
      net
      proceeds (after deduction of underwriting discounts and other Selling Expenses)
      to such seller from the sale of Registrable Securities covered by such
      registration statement.




8




**(c)**  Promptly
      after receipt by an indemnified party hereunder of notice of the commencement
      of
      any action, such indemnified party shall, if a claim in respect thereof is
      to be
      made against the indemnifying party hereunder, notify the indemnifying party
      in
      writing thereof, but the omission so to notify the indemnifying party shall
      not
      relieve it from any liability which it may have to such indemnified party other
      than under this Section
      3.6 and
      shall only relieve it from any liability which it may have to such indemnified
      party under this Section
      3.6 if and
      to the extent the indemnifying party is prejudiced by such omission. In case
      any
      such action shall be brought against any indemnified party and it shall notify
      the indemnifying party of the commencement thereof, the indemnifying party
      shall
      be entitled to participate in and, to the extent it shall wish, to assume and
      undertake the defense thereof with counsel mutually satisfactory to the parties,
      and, after notice from the indemnifying party to such indemnified party of
      its
      election so to assume and undertake the defense thereof, the indemnifying party
      shall not be liable to such indemnified party under this Section
      3.6 for any
      legal expenses subsequently incurred by such indemnified party in connection
      with the defense thereof other than reasonable costs of investigation and of
      liaison with counsel so selected; *provided,
      however,* that, if
      the defendants in any such action include both the indemnified party and the
      indemnifying party and the indemnified party shall have reasonably concluded
      that there may be reasonable defenses available to it which are different from
      or additional to those available to the indemnifying party or if the interests
      of the indemnified party reasonably may be deemed to conflict with the interests
      of the indemnifying party, the indemnified party shall have the right to select
      a separate counsel and to assume such legal defenses and otherwise to
      participate in the defense of such action, with the expenses and fees of such
      separate counsel and other expenses related to such participation to be
      reimbursed by the indemnifying party as incurred. No indemnifying party, in
      the
      defense of any such claim or litigation shall, except with the consent of each
      indemnified party, consent to entry of any judgment or enter into any settlement
      which does not include as an unconditional term thereof the giving by the
      claimant or plaintiff to such indemnified party of a release from all liability
      in respect of such claim or litigation. The indemnifying party also shall be
      responsible for the expenses of such defense if the indemnifying party does
      not
      elect to assume such defense.




**(d)**  In
      order
      to provide for just and equitable contribution to joint liability under the
      Securities Act in any case in which either (i) any holder of Registrable
      Securities exercising rights under this Agreement, or any controlling person
      of
      any such holder, makes a claim for indemnification pursuant to this Section
      3.6 but it
      is judicially determined (by the entry of a final judgment or decree by a court
      of competent jurisdiction and the expiration of time to appeal or the denial
      of
      the last right of appeal) that such indemnification may not be enforced in
      such
      case notwithstanding the fact that this Section
      3.6 provides
      for indemnification in such case, or (ii) contribution under the Securities
      Act
      may be required on the part of any such selling holder or any such controlling
      person in circumstances for which indemnification is provided under this Section
      3.6 ;
      then,
      and in each such case, the Company and such holder will contribute to the
      aggregate losses, claims, damages or liabilities to which they may be subject
      (after contribution from others) in such proportion as is appropriate to reflect
      the relative fault of the indemnifying party on the one hand and of the
      indemnified party on the other, as well as any other relevant equitable
      considerations. The relative fault of the parties shall be determined by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission to state a material fact relates to
      information supplied by the indemnifying party or by the indemnified party
      and
      the parties’ relative intent, knowledge, access to information and opportunity
      to correct or prevent such statement or omission; *provided,
      however,* that, in
      any such case, (A) no such holder will be required to contribute, when added
      to
      any amounts paid pursuant to Section
      3.6(c) ,
      an
      amount in excess of the net proceeds (after deduction of underwriting discounts
      and other selling expenses) to such seller from the sale of Registrable
      Securities covered by such registration statement; and (B) no person or entity
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) will be entitled to contribution from any person or entity
      who was not guilty of such fraudulent misrepresentation.




9




**(e)**  Any
      reference in this Section
      3.6 to a
      registration statement shall be deemed to mean the registration statement,
      as
      amended at the time of such registration statement’s effectiveness for purposes
      of Section 11 of the Securities Act (the “ ***Effective
      Time*** ”),
      including (i) all documents filed as a part thereof or incorporated or deemed
      incorporated by reference therein, (ii) any information contained or
      incorporated by reference in a prospectus filed with the Commission pursuant
      to
      Rule 424(b) under the Securities Act, to the extent such information is deemed,
      pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration
      statement at the Effective Time, and (iii) any registration statement filed
      to
      register the offering and sale of securities thereunder pursuant to Rule 462(b)
      under the Securities Act. Any reference in this Section
      3.6 to a
      prospectus or the Time of Sale Information shall be deemed to refer to and
      include the documents, if any, incorporated by reference, or deemed to be
      incorporated by reference, therein, including, unless the context otherwise
      requires, the documents, if any, filed as exhibits to such incorporated
      documents. Any reference in this Section
      3.6 to the
      terms “amend,” “amendment,” or “supplement” (or any derivations thereof) with
      respect to a registration statement, prospectus or the Time of Sale Information
      shall be deemed to refer to and include the filing of any document under the
      Exchange Act on or after the date of a registration statement, or the date
      of a
      prospectus or such Time of Sale Information, as the case may be, and deemed
      to
      be incorporated therein by reference.




**(f)**  The
      rights and obligations of the parties hereto under this Section 3.6 shall
      survive the termination of this Agreement.




Section
      3.7Changes
      in Common Stock. If, and
      as often as, there is any change in the Common Stock by way of a stock split,
      stock dividend, combination or reclassification, or through a merger,
      consolidation, reorganization or recapitalization, or by any other means,
      appropriate adjustment shall be made in the provisions hereof so that the rights
      and privileges granted hereby shall continue with respect to the Common Stock
      as
      so changed.




Section
      3.8Rule
      144 Reporting. With a
      view to making available the benefits of certain rules and regulations of the
      Commission which may at any time permit the sale of the Registrable Securities
      to the public without registration, the Company agrees to:




**(a)**  make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144 under the Securities Act;




**(b)**  file
      with
      the Commission in a timely manner all reports and other documents required
      of
      the Company under the Securities Act and the Exchange Act; and




10




**(c)**  furnish
      to each holder of Registrable Securities forthwith upon request a written
      statement by the Company as to its compliance with the reporting requirements
      of
      such Rule 144 and of the Securities Act and the Exchange Act, a copy of the
      most
      recent annual or quarterly report of the Company, and such other reports and
      documents so filed by the Company as such holder may reasonably request in
      availing itself of any rule or regulation of the Commission allowing such holder
      to sell any Registrable Securities without registration.




Section
      3.9Future
      Registration Rights. In
      addition to any other restrictions imposed hereby, the Company shall not, except
      with the consent of the holders of a majority of the Conversion Shares, enter
      into any agreement with any holder or prospective holder (each, an "Other
      Holder") of any securities of the Company that would grant such Other Holder
      registration rights that would (i) reduce the amount of Conversion Shares that
      may be registered pursuant to Section
      3.1, 3.2 or 3.3 hereof,
      or (ii) otherwise provide any Other Holder the right to register any securities.
      In addition, except with the consent of the holders of a majority of the
      Registrable Securities held by the Acquisition Stockholders, the Company shall
      not enter into any agreement with any Other Holder that would grant such Other
      Holder registration rights that are superior to the registration rights of
      the
      Acquisition Stockholders hereunder; *provided* , *however* ,
      that
      the foregoing consent of the Acquisition Stockholders shall not be required
      if
      Registrable Securities held by the Acquisition Stockholders are treated pari
      passu with the registrable securities of such Other Holder(s) on a pro rata
      basis.




**Section
      3.10**  **Market
      Stand Off.**




**(a)**  In
      order
      to provide for an orderly market for the sale of Common Stock in offerings
      to
      which this Agreement relates and to enable the parties hereto to benefit from
      such an orderly market, each Investor, Principal Stockholder, Acquisition
      Stockholder and Key Manager hereby agrees that in the event the Company notifies
      the holders in writing that it intends to file a registration statement for
      an
      underwritten public offering of its Common Stock (other than a registration
      statement described in Section
      3.10(f) )
      with
      the SEC (a “ ***Filing
      Notice*** ”),
      each
      Investor, Principal Stockholder, Acquisition Stockholder and Key Manager shall
      not, directly or indirectly sell, offer to sell, contract to sell (including,
      without limitation, any short sale), grant any option to purchase or otherwise
      transfer or dispose of any securities of the Company held by it at any time,
      excluding shares of Common Stock included in such registration, during the
      period of time commencing on the date of receipt of the Filing Notice
      (calculated in accordance with the notice provisions hereof) and ending
      on:




(i)  the
      31 st day
      following the date of receipt of the Filing Notice, in the event the Company
      has
      not filed a registration statement with the SEC during such time period;
      or




(ii)  in
      the
      event the Company files a registration statement with the SEC within the period
      of time set forth in clause (i) above, then the earlier of (A) the
      91 st day
      following the first filing of such registration statement or (B) the first
      day
      on which a lock-up agreement referenced in Section
      3.10(b) becomes
      effective.




The
      Filing Notice shall include a statement that the anticipated offering price
      for
      the Registrable Securities to be included in such offering is not less that
      $100
      million in the aggregate.




11




**(b)**  In
      addition to the provisions of Section
      3.10(a) ,
      each
      Investor, Principal Stockholder, Acquisition Stockholder and Key Manager also
      hereby agrees that ,
      during
      the period of time requested by the managing underwriter(s) in the applicable
      offering (not to exceed 90 days) following the date of the final prospectus
      related to a registration statement of the Company filed under the Securities
      Act, it shall not, to the extent requested by the Company and such underwriter,
      directly or indirectly sell, offer to sell, contract to sell (including, without
      limitation, any short sale), grant any option to purchase or otherwise transfer
      or dispose of any securities of the Company held by it at any time during such
      period except Common Stock included in such registration .




**(c)**  Notwithstanding
      the foregoing, an Investor, Principal Stockholder, Acquisition Stockholder
      or
      Key Manager shall be allowed to pledge shares of Common Stock pursuant to a
      bona
      fide pledge; *provided* ,
      and
      only if, (i) the pledgee with respect to such shares executes an agreement
      substantially in the form attached hereto as Exhibit A and (ii)
      the shares of Common Stock subject to the pledge are released to the applicable
      Investor, Principal Stockholder, Acquisition Stockholder or Key Manager no
      later
      than the third business day following the closing of the offering to which
      this Section
      3.10 applies.




**(d)**  In
      order
      to enforce the covenants set forth in this Section
      3.10 ,
      the
      Company may impose stop transfer instructions with respect to the Registrable
      Securities of each (and the shares or securities of every other person subject
      to the foregoing restriction) until the end of such period.




**(e)**  Each
      holder of Conversion Shares hereby agrees that in the event such holder,
      directly or indirectly, sells, offers to sell, contracts to sell (including,
      without limitation, any short sale), grants any option to purchase or otherwise
      transfers or disposes of Registrable Securities, such shares shall be deemed
      to
      be Conversion Shares unless such holder delivers to the Company within 10 days
      after such sale, offer, grant, transfer or disposition a written notice
      indicating that such shares are not Conversion Shares and shall indicate the
      manner in which the Registrable Securities proposed to be sold, offered,
      granted, transferred or disposed of were previously acquired by such
      holder.




**(f)**  The
      obligations described in this Section 3.10 shall
      not apply to a registration (i) relating solely to employee benefit plans on
      Form S-l or Form S-8 or similar forms which may be promulgated in the future,
      (ii) relating solely to an SEC Rule 145 transaction on Form S-4 or similar
      forms
      that may be promulgated in the future or (iii) in which the anticipated offering
      price to the public for the Registrable Securities to be included in the
      offering is less than $100 million in the aggregate.




**(g)**  The
      obligations of each Investor, Principal Stockholder, Acquisition Stockholder
      and
      Key Manager under this Section 3.10 shall
      terminate upon the termination of the Company’s obligations to register
      Registrable Securities held by such party pursuant to Section 3.11 .




**(h)**  The
      provisions of this Section
      3.10 shall
      apply only to the next offering following the effectiveness of this Amended
      and
      Restated Registration Rights Agreement (the “ ***Next
      Offering*** ”); *provided,
      however* ,
      upon
      written notice signed by the Company and the holders of at least 60% of the
      then-outstanding Conversion Shares, the provisions of this Section
      3.10 may be
      made applicable to future registrations (other than registrations described
      in Section 3.10(f) )
      of the
      Company.




12




**(i)**  For
      purposes of the Next Offering, the parties hereto agree that (i) the form of
      Lock-up Agreement attached as Exhibit
      B hereto
      shall serve as the requested lock-up agreement for purposes of Section
      3.10(b) and (ii)
      the initial lock-up period that is the subject of the lock-up agreement set
      forth in the foregoing clause (i) for the Next Offering shall not extend beyond
      March 31, 2008.




**(j)**  Notwithstanding
      the foregoing, (i) with respect to Section 3.10(a) ,
      the
      Company shall have the authority to allow such exceptions to Section
      3.10(a) (and the
      other provisions of this Section 3.10 applicable thereto, excluding Section
      3.10(b) )
      as it
      deems advisable; *provided* that
      such granting of an exception must be in writing; and *provided
      further* that in
      the event of any release of any securities from the restrictions set forth
      in Section
      3.10(a) the
      other parties hereto then subject to the restrictions set forth in this Section
      3.10(a) shall be
      released from such restrictions on a pro rata basis; *provided,
      however,* there
      shall be no such pro rata release if it is determined by a majority of the
      members of the Company’s Board of Directors then in office that there shall be
      no pro rata release and (ii) with respect to Section
      3.10(b) ,
      the
      Company and the managing underwriter(s) in such offering shall have the
      authority to allow such exceptions to Section
      3.10(b) (and the
      other provisions of this Section
      3.10 applicable thereto, excluding Section
      3.10(a) )
      as they
      together deem advisable; *provided* that
      such granting of an exception must be in writing; and *provided
      further* that in
      the event of any release of any securities from the restrictions set forth
      in Section
      3.10(b) the
      other parties hereto then subject to the restrictions set forth in this Section 3.10(b) shall be
      released from such restrictions on a pro rata basis; *provided* , *however* ,
      there
      shall be no such pro rata release if it is determined by both the managing
      underwriter(s) for such offering and a majority of the members of the Company’s
      Board of Directors then in office that there shall be no pro rata
      release.




**(k)**  The
      Company hereby agrees that it will not enter into an underwriting agreement
      for
      an offering to which this Section
      3.10 applies
      unless such underwriting agreement contains provisions requiring that the
      underwriters in such offering abide, to the extent applicable, by the provisions
      of this Section
      3.10 .




Section
      3.11Termination
      of Registration Rights. The
      obligations of the Company to register Registrable Securities under Section
      3.1, 3.2 or 3.3 for a
      holder of Registrable Securities shall terminate on the earliest to occur of
      (i)
      the fifth anniversary of the IPO Date (April 18, 2012) and (ii) the date on
      which such holder can, in the reasonable opinion of counsel to the Company,
      sell
      all shares of his Registrable Securities in a three-month period without
      registration under the Securities Act pursuant to Rule 144 under the Securities
      Act; *provided,
      however,* that the
      obligation of the Company to register Registrable Securities under Section
      3.1, 3.2 or 3.3 shall
      continue with respect to any holder while such holder owns more than 1% of
      the
      Company’s outstanding Common Stock (as calculated for purposes of paragraph (e)
      of Rule 144).




**ARTICLE
      IV.**


**[Intentionally
      Omitted.]**




13




**ARTICLE
      V.**


**[Intentionally
      Omitted.]**




**ARTICLE
      VI.**


**Miscellaneous**




Section
      6.1Assigns. All
      covenants and agreements contained in this Agreement by or on behalf of any
      of
      the parties hereto shall bind and inure to the benefit of the respective
      successors and assigns of the parties hereto, including, without limitation,
      transferees of any Registrable Securities, whether so expressed or not, each
      of
      whom as a condition to such transfer shall execute an Adoption Agreement in
      the
      form attached hereto as Exhibit
      C ; *provided,
      however,* that
      rights to register Registrable Securities pursuant to Article III may be
      transferred only to (i) any then-current holder of Registrable Securities,
      (ii)
      any Affiliate of a holder of Registrable Securities, (iii) any family member
      or
      trust of any individual holder of Registrable Securities, (iv) a transferee
      who
      acquires at least 250,000 shares of Registrable Securities or (v) a transferee
      if the Company approves of the transfer of such rights in writing.




Section
      6.2Notices. Any
      notice required or permitted by this Agreement shall be in writing and shall
      be
      deemed effectively given: (1) upon actual delivery, when delivered personally;
      (b) upon receipt when sent by confirmed telegram or fax if sent during normal
      business hours, and if not, then on the next business day; (c) one day after
      deposit with a nationally recognized overnight courier, specifying next day
      delivery, with written verification of receipt; (d) five business days after
      being deposited in the U.S. mail, as certified or registered mail, return
      receipt requested, postage prepaid if addressed to U.S. addressees or (e) seven
      business days after being deposited in the U.S. mail, as certified or registered
      mail, return receipt requested, postage prepaid if addressed to non-U.S.
      addressees. All communications hereunder shall be sent addressed as follows
      (or
      at such other address as a party may designate by ten days’ advance written
      notice to the other parties hereto):




(i)  if
      to the
      Company, at its principal place of business, with a copy to Steven M. Tyndall,
      Fish & Richardson, PC, 111 Congress Avenue, Suite 810, Austin, TX 78701,
      facsimile: (512) 320-8935;




(ii)  if
      to any
      holder of Registrable Securities, at such address as may have been furnished
      to
      the Company in writing by such holder.




Section
      6.3Governing
      Law. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware without giving effect to principles of conflicts of laws.




Section
      6.4Amendments. This
      Agreement may not be amended or modified, and no provision hereof may be waived,
      without the written consent of the Company and the holders of at least 60%
      of
      the Conversion Shares held by the Investors; *provided,
      however,* that (i)
      in the event such amendment or waiver adversely affects the rights and/or
      obligations of the Principal Stockholders, Acquisition Stockholders or Key
      Management in a different manner than the Investors, such amendment or waiver
      shall also require the written consent of the holders of a majority of the
      Common Stock then held by the Principal Stockholders, the Acquisition
      Stockholders or the holders of a majority of the Common Stock then held by
      Key
      Management who are then providing services to the Company as an employee,
      officer or director, as the case may be, (ii) any amendment or waiver that
      affects one holder of Conversion Shares in a disproportionately adverse manner
      as compared to other holders of Conversion Shares must be approved by the
      disproportionately affected holder of Conversion Shares and (iii) in the event
      such amendment or waiver adversely affects the registration rights of the
      Acquisition Stockholders under Article III or the rights of the Acquisition
      Stockholders under this Section
      6.4 ,
      such
      amendment or waiver shall also require the written consent of the holders of
      a
      majority of the Registrable Securities then held by the Acquisition
      Stockholders; and provided further that the Board of Directors shall have the
      right (a) to amend or modify the list of Key Management on Schedule
      C hereto
      from time to time to add or remove certain individuals who become or are no
      longer employees, officers or directors of the Company; *provided* , *however* ,
      that,
      subject to Section
      6.10 ,
      the
      Board shall not remove any individual from Schedule C without
      the consent of such member of Key Management and (b) to amend or modify the
      list
      of Acquisition Stockholders on Schedule
      D hereto
      from time to time to add certain entities or individuals that may become
      stockholders of the Company from time to time in connection with a bona fide
      business acquisition in which the Company or any subsidiary of the Company
      is
      the acquiror. In the event of any addition of a member of Key Management or
      Acquisition Stockholder who shall have been approved by the Board of Directors,
      such member of Key Management or Acquisition Stockholder shall become a party
      to
      this Agreement upon receipt from such new member of Key Management or
      Acquisition Stockholder of a fully executed adoption agreement in the form
      attached as Exhibit
      C hereto.
      Any amendment or waiver effected in accordance with this Section shall be
      binding upon each holder of Registrable Securities then outstanding, each future
      holder of all such Registrable Securities and the Company.




14




Section
      6.5Counterparts;
      Facsimile Signatures. This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. This Agreement may be executed by facsimile signatures.




Section
      6.6Severability. If any
      provision of this Agreement shall be held to be illegal, invalid or
      unenforceable, such illegality, invalidity or unenforceability shall attach
      only
      to such provision and shall not in any manner affect or render illegal, invalid
      or unenforceable any other provision of this Agreement, and this Agreement
      shall
      be carried out as if any such illegal, invalid or unenforceable provision were
      not contained herein.




Section
      6.7Joint
      Product. This
      Agreement is the joint product of the Company and the other parties hereto
      and
      each provision hereof and thereof has been subject to the mutual consultation,
      negotiation and agreement of the Company and the other parties hereto and shall
      not be construed against any party hereto.




15




Section
      6.8Termination
      of Prior Agreement. The
      parties hereto agree that the Prior Agreement is hereby amended and restated
      and
      shall be of no further force or effect.




Section
      6.9Consent
      to Grant of Registration Rights. Pursuant
      to Section 3.9 of the Prior Agreement, the Investors (as defined in the Prior
      Agreement) holding a majority of the Preferred Registrable Securities (as
      defined in the Prior Agreement) hereby consent to the grant of registration
      rights provided for in this Agreement.




Section
      6.10Removal
      of Key Management. As set
      forth in Section 6.4 ,
      as a
      general matter Key Manager may not be removed from this Agreement without the
      written consent of such Key Manager. Notwithstanding the foregoing, a Key
      Manager may be removed from this Agreement by the affirmative consent of a
      majority of the Company’s Board of Directors then in office in the event such
      Key Manager’s service with the Company is terminated (i) by the Company for
“Cause” as such term is defined in the employment agreement between the Company
      and such Key Manager or, if there shall be no such employment agreement or
      if
      such employment agreement does not contain such defined term, then as such
      term
      is defined in the Company’s 2006 Long-term Incentive Plan or (ii) by the Key
      Manager other than for “Good Reason” as such term is defined in the employment
      agreement between the Company and such Key Manager or, if there shall be no
      such
      employment agreement or if such employment agreement does not contain such
      defined term, then as such term is defined in the Company’s 2006 Long-term
      Incentive Plan; *provided,
      however* ,
      if at
      the time of the proposed removal of a Key Manager by the Company’s Board of
      Directors pursuant to this Section 6.10 ,
      such
      Key Manager is subject to the transfer restrictions set forth in Section
      3.10(b) ,
      then
      the Key Manager shall remain a party to this Agreement and such removal shall
      not be effective until the earlier of (a) the release of such Key Manager from
      such transfer restrictions or (b) the termination of such period in accordance
      with the agreement between the managing underwriters and the Key
      Manager.




*[Signature
      pages follow]*




16


**IN
      WITNESS WHEREOF** ,
      the
      undersigned party has executed this counterpart signature page to the
      Registration Rights Agreement as of the date first written above.




**COMPANY****:**
              
              **COMVERGE,
                INC**.Robert
                M. Chiste
              Chief
                Executive Officer




[COUNTERPART
        SIGNATURE PAGE TO COMVERGE, INC. REGISTRATION RIGHTS AGREEMENT]







**INVESTORS****:****AIR
                PRODUCTS AND CHEMICALS,
                INC.**




By:
              
              Name:Title:




**ACORN
                  FACTOR, INC.**
  By:
                
                Name:Title:




**ENERTECH
                    CAPITAL PARTNERS II
                    L.P.**
  By:
              ECP
                    II Management L.P.,
                Its
                    General PartnerBy:
              ECP II Management L.L.C.,
                Its
                    General PartnerBy:
              Scott
                  Ungerer
                Managing
                  Director




**ECP
                      II INTERFUND
                      L.P.**
  By:
              ECP
                    II Management L.P.,
                Its
                    General PartnerBy:
              Scott
                  Ungerer
                Managing
                  Director




[COUNTERPART
                SIGNATURE PAGE TO COMVERGE,
                INC. REGISTRATION RIGHTS
                AGREEMENT]







**INVESTORS****:****EASTON
                          HUNT CAPITAL PARTNERS,
                          L.P.**
  By:
                EHP
                        GP, L.P.,
                  Its
                      General PartnerBy:
                EHC,
                      Inc.,
                  Its
                      General Partner




By:
                
                Name:Title:




**E.ON
                    VENTURE PARTNERS**
  By:
                  
                  Name:Managing
                    DirectorBy:
                Steffen
                    Hasselwander
                  Managing
                    Director




**PARTNERS
                      FOR GROWTH
                      L.P.**


By:
              Partners
                        for Growth, LLC,
                      Its
                        General
                        Partner


By:
                  
                  Name:Title:**NTH
                    POWER TECHNOLOGIES FUND II, L.P.,****NTH
                    POWER TECHNOLOGIES FUND II-A,
                    L.P.**




By:
            **NTH
                        POWER MANAGEMENT II, L.P.**
                      **AND**
                      **NTH
                        POWER MANAGEMENT II-A,
                        L.L.C.**By:
            **Nth
                    Power L.L.C.**
                  **Their
                      Management
                      Agent**




By:
              
              Name:Title:









**INVESTORS****:****RIDGEWOOD
                      COMVERGE,
                      LLC**




By:
                  
                  Name:Title:




**SHELL
                        INTERNET VENTURES
                        B.V.**
  By:
                    
                    Name:Title:




**NORSK
                        HYDRO TECHNOLOGY VENTURES
                        AS**  By:
                
                Name:Title:




**ROCKPORT
                          CAPITAL PARTNERS,
                          L.P.**


By:
            **ROCKPORT
                    CAPITAL I, LLC**
                  **ITS
                    GENERAL
                    PARTNER**




By:
              
              Name:Title:
            Managing
                Member


**RP
                            CO-INVENTMENT FUND I,
                            L.P.**
 By:
              **RP
                        CO-INVESTMENT FUND I GP, LLC**
                      **ITS
                        GENERAL
                        PARTNER**
  By:
                
                Name:Title:
              Managing
                  Member


**EMERSON
                            VENTURES
                            INC.**  By:
                
                Name:Title:




[COUNTERPART
                  SIGNATURE PAGE TO COMVERGE,
                  INC. REGISTRATION RIGHTS
                  AGREEMENT]









**INVESTORS****:**Richard
                PrestonJohn
                  RossiJoseph
                    Esteves




[COUNTERPART
      SIGNATURE PAGE TO COMVERGE, INC.
      REGISTRATION RIGHTS AGREEMENT]









**PRINCIPAL
                STOCKHOLDERS****:****ACORN
                  FACTOR, INC.**By:
              
              Name:Title:




[COUNTERPART
        SIGNATURE PAGE TO COMVERGE, INC. REGISTRATION RIGHTS AGREEMENT]


**KEY
                MANAGEMENT****:**Robert M. ChisteT. Wayne WrenFrank MagnottiEdward J. MyszkaMichael D. PicchiJohn RossiArthur Vos, IVDean MusserTom Van Denover




[COUNTERPART
        SIGNATURE PAGE TO COMVERGE, INC. REGISTRATION RIGHTS AGREEMENT]




**ACQUISITION
                STOCKHOLDERS****:**[*signature
              block for entities*]:
            
            (*print
              name of entity*)By:
              
              Name:Title:




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


[COUNTERPART
        SIGNATURE PAGE TO COMVERGE, INC. REGISTRATION RIGHTS AGREEMENT]


**SCHEDULE
        A**
  **Investors**
  **Name
                  and Address of Investors**
              
              **Conversion
                  Shares**Air
                  Products and Chemicals, Inc.
                7201
                  Hamilton Boulevard
                Allentown,
                  PA 18195-1501
                Attention:
                  Director, Venture Investments
                Fax:
                  (610) 706-5979
              
              
              427,071Acorn
                  Factor, Inc.
                200
                  RT 17
                Mahwah,
                  New Jersey 07430
                Attention:
                  George Morgenstern
                Fax:
                  (302) 656-1703Easton
                  Hunt Capital Partners, L.P.
                767
                  Third Avenue - 7thFloor
                New
                  York, New York 10017
                Attention:
                  Richard Schneider
                Fax:
                  (212) 702-0952
              
              
              199,141EnerTech
                  Capital Partners II L.P.
                700
                  Building
                435
                  Devon Park Drive
                Wayne,
                  Pennsylvania 19087-1990
                Attention:
                  David Lincoln
                Fax:
                  (610) 254-4188
              
              
              1,798,366ECP
                  II Interfund L.P.
                700
                  Building
                435
                  Devon Park Drive
                Wayne,
                  Pennsylvania 19087-1990
                Attention:
                  David Lincoln
                Fax:
                  (610) 254-4188
              
              
              68,598E.ON
                  Venture Partners
                E.ON
                  Platz 1
                40479
                  Düsseldorf
                Germany
                Attention:
                  Steffen Hasselwander
                Fax:
                  011.49.211.45.79.501
              
              
              599,780
  A-1
 **Name
                  and Address of Investors**
              
              **Conversion
                  Shares**Nth
                  Power
                50
                  California Street
                San
                  Francisco, California 94111
                Attention:
                  Tim Woodward
                Fax:
                  (415) 983-9984
              
              
              1,526,878Shell
                  Internet Ventures B.V.
                c/o
                  Shell Centre, SIS SIW
                London,
                  SE1 7NA, UK
                Attention:
                  Alex Betts and
                Michael
                  Salmon
                Fax:
                  (713) 241-0735
              
              
              179,934Ridgewood
                  Comverge, LLC
                c/o
                  Ridgewood Capital
                947
                  Linwood Avenue
                Ridgewood,
                  NJ 07450
                Attention:
                  Robert L. Gold
                Fax:
                  (845) 622-3633
              
              
              468,877Norsk
                  Hydro Technology Ventures AS
                Kjorbov
                  16, Sandvika
                N-0246
                  Oslo
                Norway
                Attention:
                  Alex Tham
                Fax:
                  011 47 22 53 77 98
              
              
              245,251Partners
                  for Growth, L.P.
                180Pacific Avenue
                San
                  Francisco, California 94111
                Attention:
                  Lorraine Nield
                Fax:
                  (415) 781-0510
              
              
              16,594Richard
                  Preston
                1937
                  Willeo Creek Point
                Marietta,
                  GA 30068
                Fax:
                  (770) 696-7665
              
              
              1,440John
                  Rossi
                1
                  Sterlin Avenue
                Mendham,
                  NJ 07945
                Fax:
                  (973) 884-3504
              
              
              1,199
  A-2
 **Name
                  and Address of Investors**
              
              **Conversion
                  Shares**Joseph
                  Esteves
                3
                  River Road
                Riverdale,
                  NY 10463
                Fax:
                  (212) 615-3430
              
              
              8,163Emerson
                  Ventures Inc.
                8000
                  W. Florissant Avenue
                St.
                  Louis, MO 63136
                Attention:
                  H. M. Smith
                Fax:
                  (314) 553-3713
              
              
              770,989RockPort
                  Capital Partners, L.P.
                160
                  Federal Street, 18thFloor
                Boston,
                  MA 02110
                Attention:
                  Alexander Ellis
                Fax:
                  (617) 912-1449
              
              
              1,003,282RP
                  Co-Investment Fund I, L.P.
                160
                  Federal Street, 18thFloor
                Boston,
                  MA 02110
                Attention:
                  Alexander Ellis
                Fax:
                  (617) 912-1449
              
              
              334,427**TOTAL**
              
              
              **7,222,919**
  A-3
  **SCHEDULE
        B**
 
 **Principal
        Stockholders**
 
 **Name
                  and Address of Principal Stockholders**
              
              **Registrable
                  Securities**Acorn
                  Factor, Inc.
                200
                  RT 17
                Mahwah,
                  New Jersey 07430
                Attention: John
                  A. Moore
                Fax:     
                  (302) 656-1703
              
              
              2,207,654




B-1




**SCHEDULE
      C**





**Key
      Management**





**Name
                and Address of Key Management**
            
            **Registrable
                Securities**Robert
                M. Chiste
              15834
                Hidden Cove
              Houston,
                TX 77079
            
            
            792,575T.
                Wayne Wren
              40
                Sugarberry Drive
              Houston,
                TX 77024
            
            
            154,411Frank
                Magnotti
              89
                Mountain Avenue
              Millburn,
                NJ 07041
            
            
            273,279Edward
                J. Myszka
              705
                Cottonfield Trace
              Alpharetta,
                GA 30022-8285
            
            
            78,812Michael
                D. Picchi
              4405
                Lake Chimney Place NE
              Roswell,
                GA 30075-5276
            
            
            25,000John
                Rossi
              1
                Sterling Avenue
              Mendham,
                NJ 07945-1612
            
            
            [________
            ]Arthur
                Vos, IV
              25
                Jill Terrace
              Succasunna,
                NJ 07876-1812
            
            
            33,382Dean
                Musser**(A)**
              203
                Margaret Way
              Kennett
                Square, PA 19348
            
            
            59,907Tom
                Van Denover
              4598
                E Links Parkway
              Centennial,
                CO 80122-3720
            
            
            [________
            ]**TOTAL**
            
            
            [________
            ]




**(A)**
            Includes
                (i) 59,907 shares of Common Stock currently outstanding and (ii)
                23,805
                Notes Shares and 8,946 Escrowed Shares when, and if, such shares
                are
                deemed to be Registrable Securities pursuant to the terms and conditions
                of this Agreement.





C-1


**SCHEDULE
      D-1**


**Acquisition
      Stockholders**




**Conversion
                Shares****Name
                and Address of Acquisition Stockholders**
            
            **Share
                Consideration**
            
            **Notes
                Shares**
            
            **Escrowed
                Shares**David
                Kelly
              2804
                Dover Road NW
              Atlanta,
                Georgia 30327
              Fax:
                Not available
            
            
            2,761
            
            
            1,097
            
            
            421ECP
                II Interfund L.P.
              700
                Building
              435
                Devon Park Drive
              Wayne,
                Pennsylvania 19087-1990
              Attention:
                Tucker Twitmeyer
              Fax:
                (610) 254-4188
            
            
            11,578
            
            
            4,600
            
            
            1,721Endeavor
                Capital Partners, LLC
              49
                Richmondville Avenue, Suite 215
              Westport,
                Connecticut 06880
              Fax:
                (203) 341-7799
            
            
            194,434
            
            
            77,261
            
            
            29,060EnerTech
                Capital Holding Company LP
              700
                Building
              435
                Devon Park Drive
              Wayne,
                Pennsylvania 19087-1990
              Attention:
                Tucker Twitmeyer
              Fax:
                (610) 254-4188
            
            
            2,436
            
            
            967
            
            
            363EnerTech
                Capital Partners L.P.
              700
                Building
              435
                Devon Park Drive
              Wayne,
                Pennsylvania 19087-1990
              Attention:
                Tucker Twitmeyer
              Fax:
                (610) 254-4188
            
            
            46,364
            
            
            18,423
            
            
            6,921EnerTech
                Capital Partners II L.P.
              700
                Building
              435
                Devon Park Drive
              Wayne,
                Pennsylvania 19087-1990
              Attention:
                Tucker Twitmeyer
              Fax:
                (610) 254-4188
            
            
            303,523
            
            
            120,609
            
            
            45,310Hydro-Quebec
                Capitech, Inc.
              1000
                Sherbrooke Street West
              Montreal
                Quebec, Canada
              Attention:
                Jean-Robert Pronovost
            
            
            229,123
            
            
            91,046
            
            
            34,241**TOTAL**
            
            
            **790,219**
            
            
            **314,003**
            
            
            **118,037**





D1-1


**SCHEDULE
      D-2**





**Acquisition
      Stockholders**





**Registrable
                Securities****Name
                and Address of Acquisition Stockholders**
            
            **Share
                Consideration**
            
            **Notes
                Shares**
            
            **Escrowed
                Shares**AEP
                Communications, LLC
              1
                Riverside Plaza
              Columbus,
                Ohio 43215-2372
              Attention:
                Heather L. Geiger
            
            
            528
            
            
            209
            
            
            76AEP
                Investments, Inc.
              1
                Riverside Plaza
              Columbus,
                Ohio 43215-2372
              Attention:
                Heather L. Geiger
            
            
            3,917
            
            
            1,556
            
            
            593Carr,
                Robert W III
              3503
                Old Windy Bush Road
              New
                Hope, Pennsylvania 18938
              Fax:
                (908) 864-8099
            
            
            1,645
            
            
            653
            
            
            249C3
                Communications, Inc.
              1
                Riverside Plaza
              Columbus,
                Ohio 43215-2372
              Attention:
                Heather L. Geiger
            
            
            809
            
            
            321
            
            
            115Driscoll,
                Greg
              10705
                2ndAvenue
              Stone
                Harbor, New Jersey 8247
              Fax:
                (610) 388-7458
            
            
            11,902
            
            
            4,729
            
            
            1,778ECP
                II Interfund, L.P.
              700
                Building
              435
                Devon Park Drive
              Wayne,
                Pennsylvania 19087
              Attention:
                Tucker Twitmyer
            
            
            2,633
            
            
            1,046
            
            
            401Electricite
                de France
              805
                Veterans Boulevard, Suite 212
              Redwood
                City, California 94063
              c/o
                easEnergy, Inc.
              (650)
                306-9693
            
            
            3,498
            
            
            1,390
            
            
            517




D2-1


**Registrable
                Securities****Name
                and Address of Acquisition Stockholders**
            
            **Share
                Consideration**
            
            **Notes
                Shares**
            
            **Escrowed
                Shares**Ellis,
                David
              2
                Watson Lane
              Middletown,
                Delaware 19709
              Fax:
                (610) 961-3222
            
            
            23,260
            
            
            9,242
            
            
            3,480Endeavor
                Capital Partners, LLC
              49
                Richmondville Avenue, Suite 215
              Westport,
                Connecticut 6880
              Attention:
                Anthony Buffa
              Fax:
                (203) 361-7799
            
            
            57,329
            
            
            22,780
            
            
            8,565Endeavor
                Capital Management, Inc.
              49
                Richmondville Avenue, Suite 215
              Westport,
                Connecticut 6880
              Attention:
                Anthony Buffa
              Fax:
                (203) 341-7799
            
            
            72
            
            
            24
            
            
            19EnerTech
                Capital Holding Company LP
              700
                Building
              435
                Devon Park Drive
              Wayne,
                Pennsylvania
              Attention:
                Tucker Twitmyer
            
            
            752
            
            
            298
            
            
            114EnerTech
                Capital Partners II L.P.
              700
                Building
              435
                Devon Park Drive
              Wayne,
                Pennsylvania 19087
              Attention:
                Tucker Twitmyer
            
            
            69,028
            
            
            27,429
            
            
            10,305EnerTech
                Capital Partners L.P
              700
                Building
              435
                Devon Park Drive
              Wayne,
                Pennsylvania 19087
              Attention:
                Tucker Twitmeyer
            
            
            76,521
            
            
            30,407
            
            
            11,433Hobbs
                & Towne, Inc.
              PMB
                269
              P.
                O. Box 987
              Valley
                Forge, Pennsylvania 19482
            
            
            1,605
            
            
            637
            
            
            249Hunt,
                George
              24
                E. Periwinkle Lane.
              Newark,
                Delaware 19711
            
            
            18,293
            
            
            7,268
            
            
            2,734




D2-2




**Registrable
                Securities****Name
                and Address of Acquisition Stockholders**
            
            **Share
                Consideration**
            
            **Notes
                Shares**
            
            **Escrowed
                Shares**Hydro-Quebec
                Capitech, Inc.
              1000
                Sherbrooke Street West
              Montreal
                Quebec, Canada H3A 3G4
              Attention:
                Jean-Robert Pronovost
              Fax:
                (514) 289-2531
            
            
            72,306
            
            
            28,731
            
            
            10,802Katalyst,
                Inc.
              1200
                River Road, Suite 1302
              Conshohocken,
                Pennsylvania 19428
              Attention:
                Jonathan Kalman
              Fax:
                (484) 530-1799
            
            
            1,792
            
            
            711
            
            
            268Kelly,
                David
              2804
                Dover Road NW
              Atlanta,
                Georgia 30327
            
            
            6,152
            
            
            2,444
            
            
            917Knell,
                Tammi
              57
                Hopewell Court
              Port
                Deposit, Maryland 21904
              Fax:
                (610) 961-3222
            
            
            16,612
            
            
            6,600
            
            
            2,485Musser,
                Dean
              203
                Margaret Way
              Kennett
                Square, Pennsylvania 19348
              Fax:
                (610) 961-3222
            
            
            59,907
            
            
            23,805
            
            
            8,946Reese,
                John
              49
                Linda Court
              Delmar,
                New York 12054
              (212)
                792-0899
            
            
            1,147
            
            
            455
            
            
            172Reliant
                Energy Ventures, Inc.
              1000
                Main Street
              Office
                1983
              Houston,
                Texas 77002
              Attention:
                Brandon Blossman
              Fax:
                (713) 497-9190
            
            
            35,830
            
            
            14,237
            
            
            5,353Schaefer,
                Mark
              106
                Bohemian Drive
              Middletown,
                Delaware 19709
              Fax:
                (610) 961-3222
            
            
            20,689
            
            
            8,221
            
            
            3,097




D2-3


**Registrable
                Securities****Name
                and Address of Acquisition Stockholders**
            
            **Share
                Consideration**
            
            **Notes
                Shares**
            
            **Escrowed
                Shares**T.
                Williams Consulting, Inc.
              2570
                Boulevard of the Generals, Suite 110
              Audubon,
                Pennsylvania 19403
              Fax:
                (610) 635-0304
            
            
            1,684
            
            
            669
            
            
            268Wayne
                Greenberg, Inc.
              2371
                Linden Drive
              Boulder,
                CO 80304
              Fax:
                (303) 402-9299
            
            
            1,415
            
            
            562
            
            
            210Keith
                Hartman
              559
                Wayne Drive
              River
                Vale, NJ 07675
            
            
            33,617
            
            
            73,270
            
            
            201,705Lori
                Hartman
              559
                Wayne Drive
              River
                Vale, NJ 07675
            
            
            512
            
            
            1,115
            
            
            3,072**TOTAL**
            
            
            **523,455**
            
            
            **268,809**
            
            
            **277,923**




D2-4


**EXHIBIT
      A**




**FORM
      OF LETTER AGREEMENT PURSUANT TO SECTION** **3.10(c)**




Comverge,
      Inc.


120
      Eagle
      Rock Avenue, Suite 190


East
      Hanover, NJ 07936


Attention:
      Chief Executive Officer




Ladies
      & Gentlemen:




The
      undersigned is the recipient of a bona fide pledge (the “ ***Pledge*** ”) ****** of
      shares
      (the “ ***Shares*** ”)
      of
      common stock of Comverge, Inc. (“ ***Comverge*** ”)
      pursuant to which [__________________], a holder of Registrable Securities
      (as
      defined in that certain Amended and Restated Registration Rights Agreement
      of
      Comverge, Inc., dated as of October 16, 2007, as amended (the “ ***Agreement*** ”))
      is
      the pledgor. Pursuant to the terms of Section 3.10(c) of the Agreement, the
      undersigned hereby covenants and agrees with Comverge that in the event the
      undersigned, or any affiliate of the undersigned, becomes a holder of the Shares
      pursuant to the terms of the Pledge or the loan documents related to the Pledge,
      the undersigned agrees that it shall be bound by the provisions of Section
      3.10
      of the Agreement, including any other provisions of the Agreement that are
      necessary in order to provide for a full and complete interpretation of the
      provisions set forth in Section 3.10, as if an original party to the
      Agreement.




Any
      notices related to this letter agreement shall be sent as indicated below the
      undersigned’s signature. The foregoing being acknowledged and agreed to as of
      the date first set forth above.




[________________________________]




By:
      ________________________________


Name:
      ______________________________


Title:
      _______________________________




Contact
      Information:




Address:_____________________________


____________________________________


____________________________________


Attention:____________________________


Facsimile:____________________________







**EXHIBIT
      B**




**FORM
      OF LOCK-UP AGREEMENT**




[Letterhead
      of officer, director or major shareholder of Corporation]




**Comverge,
      Inc.**


**Public
      Offering of Common Stock**




[________
      ___], 2007




[___________________________]


[___________________________]


As
      Representatives of the several Underwriters,


c/o
      [___________________________]


[___________________________]


[___________________________]




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
      [___________________________] and [___________________________], 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 [___________________________] and
      [___________________________].









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 [___________________________]
      and [___________________________] 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
      of officer, director or major stockholder]




[Name
      and
      address of officer, director or major stockholder]







**EXHIBIT
      C**




**ADOPTION
      AGREEMENT**




THIS
      ADOPTION AGREEMENT (“ ***Adoption
      Agreement*** ”)
      is
      executed by the undersigned (the “ ***Transferee*** ”)
      pursuant to the terms of that certain Amended and Restated Registration Rights
      Agreement dated as of October 16, 2007 (the “ ***Agreement*** ”)
      by and
      among Comverge, Inc. (the “ ***Company*** ”)
      and
      certain of its stockholders. Capitalized terms used but not defined herein
      shall
      have the respective meanings ascribed to such terms in the Agreement. By the
      execution of this Adoption Agreement, the Transferee agrees as
      follows:




1.  Acknowledgement .
      Transferee acknowledges that Transferee is acquiring certain shares of the
      capital stock of the Company (the “ ***Stock*** ”),
      subject to the terms and conditions of the Agreement.




2.  Agreement .
      As
      partial consideration for such transfer, Transferee (i) agrees that the
      Stock acquired by Transferee shall be bound by and subject to the terms of
      the
      Agreement, and (ii) hereby adopts the Agreement with the same force and effect
      as if Transferee were originally a party thereto.




3.  Notice .
      Any
      notice required or permitted by the Agreement shall be given to Transferee
      at
      the address listed beside Transferee’s signature below.




4.  Joinder .
      The
      spouse of the undersigned Transferee, if applicable, executes this Adoption
      Agreement to acknowledge its fairness and that it is in such spouse’s best
      interests and to bind to the terms of the Agreement such spouse’s community
      interest, if any, in the Stock.




EXECUTED
      AND DATED this ______ day of _________________, ____.




**TRANSFEREE**By:
                __________________________________Name:
                ________________________________Title:
                _________________________________Address:
                ________________________________________________________Fax:
                __________________________________Spouse:
                (if applicable):Name:
                ________________________________




ACKNOWLEDGED
                AND ACCEPTED:**COMVERGE,
                INC.**By:
                ______________________________Name:
                ____________________________