SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Comverge, Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

205859101

(Cusip Number)

Brian Schwartz

Richard H. Siegel, Esq.

Grace Bay Holdings II, LLC

c/o H.I.G. Capital, L.L.C.

1450 Brickell Avenue, 31st Floor

Miami, Florida 33131

(305) 379-2322

With copies to:

James S. Rowe, Esq.

Michael H. Weed, P.C.

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 24, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13D

CUSIP No. 205859101 Page 2 of 11

1	NAME OF REPORTING PERSON: Grace Bay Holdings II, LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  ¨         (b)  x
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):     OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 2,747,252 (See Item 5)
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 2,747,252 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,747,252 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.7% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO

(1) The calculation of this percentage is based on 28,177,952 shares of Common Stock (as defined below) outstanding which is the sum of (i) 25,430,700 shares outstanding as of December 1, 2011, as reported in the Issuer’s Prospectus Supplement to the Prospectus Dated November 10, 2009, filed on December 1, 2011 and (ii) 2,747,252 shares of Common Stock issuable upon conversion of the Convertible Note (as defined below).

13D

CUSIP No. 205859101 Page 3 of 11

1	NAME OF REPORTING PERSON: Bayside Capital, Inc.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  ¨         (b)  x
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):     OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Florida
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 2,747,252 (See Item 5)
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 2,747,252 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,747,252 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.7% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

(1) The calculation of this percentage is based on 28,177,952 shares of Common Stock (as defined below) outstanding which is the sum of (i) 25,430,700 shares outstanding as of December 1, 2011, as reported in the Issuer’s Prospectus Supplement to the Prospectus Dated November 10, 2009, filed on December 1, 2011 and (ii) 2,747,252 shares of Common Stock issuable upon conversion of the Convertible Note (as defined below).

13D

CUSIP No. 205859101 Page 4 of 11

1	NAME OF REPORTING PERSON: Sami W. Mnaymneh
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  ¨         (b)  x
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):     OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 2,747,252 (See Item 5)
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 2,747,252 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,747,252 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.7% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

(1) The calculation of this percentage is based on 28,177,952 shares of Common Stock (as defined below) outstanding which is the sum of (i) 25,430,700 shares outstanding as of December 1, 2011, as reported in the Issuer’s Prospectus Supplement to the Prospectus Dated November 10, 2009, filed on December 1, 2011 and (ii) 2,747,252 shares of Common Stock issuable upon conversion of the Convertible Note (as defined below).

13D

CUSIP No. 205859101 Page 5 of 11

1	NAME OF REPORTING PERSON: Anthony A. Tamer
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  ¨         (b)  x
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):     OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 2,747,252 (See Item 5)
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 2,747,252 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,747,252 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.7% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

(1) The calculation of this percentage is based on 28,177,952 shares of Common Stock (as defined below) outstanding which is the sum of (i) 25,430,700 shares outstanding as of December 1, 2011, as reported in the Issuer’s Prospectus Supplement to the Prospectus Dated November 10, 2009, filed on December 1, 2011 and (ii) 2,747,252 shares of Common Stock issuable upon conversion of the Convertible Note (as defined below).

Item 1. Security and Issuer

The class of equity securities to which this Schedule 13D (this “Schedule 13D”) relates is the common stock, par value $0.001 per share (the “Common Stock”), of Comverge, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 5390 Triangle Parkway, Suite 300, Norcross, GA 30092.

Item 2. Identity and Background

This Schedule 13D is being filed by:

(a) Grace Bay Holdings II, LLC, a Delaware limited liability company (“Holdings II”);

(b) Bayside Capital, Inc., a Florida corporation (“Bayside Capital”);

(c) Sami W. Mnaymneh; and

(d) Anthony A. Tamer.

The entities and persons set forth in clauses (a) through (d) are collectively hereinafter referred to as the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13D as Exhibit 99.1 (which is hereby incorporated by reference) pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. The Reporting Persons are filing this Schedule 13D because they may be deemed to be a “group” within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this Schedule 13D. The Reporting Persons expressly disclaim that they have agreed to act as a group except as described herein.

The manager of Holdings II is Bayside Capital, and Messrs. Tamer and Mnaymneh are co-presidents of Bayside Capital.

Grace Bay Holdings II, LLC

Holdings II is a limited liability company organized under the laws of the State of Delaware. Its principal business is as a private equity investment company. The principal business address of Holdings II, which also serves as its principal office, is 1450 Brickell Avenue, 31st Floor, Miami, FL 33131.

Bayside Capital, Inc.

Bayside Capital is a corporation organized under the laws of Florida and is the manager of Holdings II. Its principal business is to serve as an investment management company for several affiliates. The principal business address of Bayside Capital, which also serves as its principal office, is 1450 Brickell Avenue, 31st Floor, Miami, FL 33131.

The directors and executive officers of Bayside Capital are as follows:

Name	Positions with Bayside Capital	Principal Occupation or Employment
Anthony A. Tamer	Co-President, Director	Managing Partner of H.I.G. Capital, LLC
Sami W. Mnaymneh	Co-President, Director	Managing Partner of H.I.G. Capital, LLC
Richard H. Siegel	Vice President and General Counsel	Vice President and General Counsel of H.I.G. Capital, LLC

The business address for each director and executive officer is 1450 Brickell Avenue, 31st Floor, Miami, FL 33131.

Sami W. Mnaymneh and Anthony A. Tamer

Messrs. Mnaymneh and Tamer are the directors and sole shareholders of Bayside Capital.

Mr. Mnaymneh is a co-founding partner of H.I.G. Capital, LLC (“H.I.G. Capital”) and has served as a Managing Partner of the firm since 1993. Prior to co-founding H.I.G. Capital, Mr. Mnaymneh was a Managing Director in the Mergers & Acquisitions department at the Blackstone Group, a New York based merchant bank, where he specialized in providing financial advisory services to Fortune 100 companies.

Page 6 of 11

Mr. Tamer is a co-founding partner of H.I.G. Capital and has served as a Managing Partner of the firm since 1993. Prior to co-founding H.I.G. Capital, Mr. Tamer was a partner at Bain & Company. His focus at Bain & Company was on developing business unit and operating strategies, improving clients’ competitive positions, implementing productivity improvement and cycle time reduction programs, and leading acquisition and divestiture activities for Fortune 500 clients.

None of the persons for whom information is provided in this Item 2: (1) was convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or (2) has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Each natural person for whom information is provided in this Item 2 is a U.S. citizen.

Item 3. Source and Amount of Funds or Other Consideration

The purchase of the Convertible Note (as defined below) by Holdings II was funded by a contribution of capital from H.I.G. Bayside Debt & LBO Fund II, L.P. (“Fund II”), a Delaware limited partnership and affiliate of Holdings II, which came from capital committed by the limited partners of Fund II as well as unsecured borrowings under a working capital credit line, each in the ordinary course of business.

Item 4 is incorporated by reference into this Item 3.

Item 4. Purpose of Transaction

On February 24, 2012 (the “Effective Date”), Holdings II entered into an Assignment and Assumption Agreement (the “Assignment Agreement”) with Partners for Growth III, L.P. (“PFG”), pursuant to which Holdings II purchased $7,650,000 aggregate principal amount of, or 51% of PFG’s interest in, the Issuer’s Amended and Restated Senior Convertible Promissory Note (the “Convertible Note”). Holdings II paid PFG $7,650,000 for 51% of the Convertible Note. The Convertible Note has a principal amount of $15,000,000 and is convertible into 2,747,252 shares of Common Stock (the “Shares”), at a conversion price of $5.46 per Share. For eighteen months from the Effective Date, PFG has the option to sell the remaining 49% of the Convertible Note to Holdings II, and Holdings II has the option to purchase the remaining 49% of the Convertible Note from PFG, in each case at a price equal to the aggregate principal amount at par value plus $1,500,000. PFG is prohibited from transferring its share of the Convertible Note to anyone other than Holdings II for eighteen months from the Effective Date, and thereafter, to offer Holdings II the first opportunity to purchase its share of the Convertible Note prior to selling it to any other person. In connection with the Assignment Agreement, PFG and H.I.G. Middle Market, LLC (“H.I.G.”), an affiliate of the Reporting Persons, entered into a confidentiality agreement, pursuant to which the parties may not disclose confidential information for a period of one year.

PFG originally purchased the Convertible Note from the Issuer pursuant to the Loan and Security Agreement (the “Loan Agreement”), dated as of November 5, 2010, by and among the Issuer and its subsidiaries and Partners for Growth II, LP. PFG subsequently delivered to the Company a notice that the Convertible Note was in default.

The foregoing description of the Assignment Agreement and the Loan Agreement is qualified in its entirety by reference to the full terms of the Assignment Agreement and the Loan Agreement, which are attached as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference.

The Reporting Persons purchased their interest in the Convertible Note for investment purposes. The Reporting Persons will review their investment in the Convertible Note from time to time and subject to applicable law and regulation and depending upon various factors, including, without limitation, the financial performance of the Issuer, the availability and price of the Common Stock or other securities related to the Issuer, and other general market and investment conditions, the Reporting Persons may determine to:

• exercise their option to purchase the remaining 49% of the Convertible Note;

• sell all or a portion of the Convertible Note;

• acquire additional shares of Common Stock through open market purchases or otherwise;

• sell, trade, engage in short selling of, hedge, or enter into any similar transactions with respect to Common Stock through the open market or otherwise; or

• otherwise engage or participate in a transaction with the purpose or effect of changing or influencing the control of the Issuer.

From time to time prior to the date of this filing, the Reporting Persons have had discussions with the Board of Directors of the Issuer, together with its advisors, regarding the potential for the Reporting Persons to make an investment in the Issuer. None of the matters so discussed have resulted in the Issuer or its Board of Directors pursuing any specific course of action. In connection with these discussions, on November 15, 2011, H.I.G. entered into a non-disclosure agreement with the Issuer, pursuant to which, among other things, H.I.G. and its affiliates may not disclose certain confidential information of the Issuer and H.I.G. and its affiliates may not take certain actions with respect to the Issuer.

As part of the ongoing review of the Reporting Persons of their investment in the Convertible Note or otherwise, the Reporting Persons may, from time to time, engage in talks or discussions with various parties, including, without limitation, the Board of Directors of the

Page 7 of 11

Issuer, management or representatives of the Issuer, other shareholders of the Issuer and other persons or entities, in each case regarding the affairs and strategic alternatives of the Issuer. The Reporting Persons may undertake from time to time to pursue various strategic alternatives in respect of their investment in the Issuer. Such actions may include, without limitation, directly or indirectly:

• forming strategic plans related to the Issuer;

• making recommendations to the Board of Directors of the Issuer and management of the Issuer concerning various business strategies, mergers, acquisitions, dispositions, dividend policy, capital structure or charter or bylaw changes or other matters;

• seeking to acquire control of the Issuer through a merger, proxy solicitation, tender offer, exchange offer or otherwise;

• restructuring and effecting other significant transactions with respect to the Issuer;

• participating in a going-private transaction;

• taking any other actions that could have the purpose or effect of directly or indirectly changing or influencing control of the Issuer; or

• providing financing for any of the foregoing.

The Reporting Persons undertake to amend this Schedule 13D to the extent the Reporting Persons definitively intend any plan or proposal to effect any such strategic alternative, whether related to their investment in the Convertible Note or otherwise. There can be no assurance, however, that the possible courses of action expressed in this Item 4 will be pursued or, if pursued, will be consummated by the Reporting Persons.

Item 5. Interest in Securities of the Issuer

(a) - (b) Holdings II is the direct owner of 51% of the aggregate principal amount of the Convertible Note, and has an option to purchase the remaining 49% of the aggregate principal amount of the Convertible Note. The Convertible Note is convertible into 2,747,252 Shares at a conversion price of $5.46 per share. Holdings II would have shared power to vote and dispose of the Shares upon conversion of the entire principal amount of the Convertible Note, representing approximately 9.7% of the outstanding Common Stock. Bayside Capital, as the manager of Holdings II, and Messrs. Tamer and Mnaymneh, as the co-presidents of Bayside Capital, will also have shared power to vote and dispose of the Shares, representing approximately 9.7% of the outstanding Common Stock, upon conversion of the Convertible Note. The percentage of Common Stock has been calculated based on (i) 25,430,700 shares outstanding as of December 1, 2011, as reported in the Issuer’s Prospectus Supplement to the Prospectus Dated November 10, 2009, filed on December 1, 2011 and (ii) 2,747,252 Shares issuable upon conversion of the Convertible Note.

Except as set forth in this Item 5(a) - (b), none of the Reporting Persons, and, to the knowledge of the Reporting Persons, no director or executive officer of a Reporting Person disclosed in Item 2, beneficially owns any shares of Common Stock.

(c) Except for the agreements described in this Schedule 13D, to the knowledge of the Reporting Persons, no transactions in the class of securities reported have been effected during the past 60 days by any person named in Item 2 or Item 5(a) - (b).

(d) So long as PFG retains ownership of its 49% of the aggregate principal amount of the Convertible Note, then PFG will retain the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the 1,346,154 Shares into which its 49% of the aggregate principal amount of the Convertible Note may be converted. To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except for the agreements described in this Schedule 13D, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), among the Reporting Persons or, to the knowledge of any of the Reporting Persons, any other person or entity referred to in Item 2, or between such persons and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1	Schedule 13D Joint Filing Agreement, dated as of February 27, 2012, by and among each of the Reporting Persons.
Exhibit 99.2	Assignment and Assumption Agreement, dated as of February 24, 2012, by and between Partners for Growth III, L.P. and Grace Bay Holdings II, LLC

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Exhibit 99.3	Loan and Security Agreement, dated as of November 5, 2010, by and among Comverge, Inc., its subsidiaries, and Partners for Growth II, LP (incorporated by reference to Exhibit 10.47 to the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed by the Issuer with the Securities and Exchange Commission on March 3, 2011).
Exhibit 99.4	Powers of Attorney for the Reporting Persons.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 27, 2012

GRACE BAY HOLDINGS II, LLC
By:	Bayside Capital, Inc.
Its:	Manager
By:	/s/ Richard H. Siegel
Name:	Richard H. Siegel
Its:	Vice President and General Counsel
BAYSIDE CAPITAL, INC.
By:	/s/ Richard H. Siegel
Name:	Richard H. Siegel
Its:	Vice President and General Counsel
/s/ Sami W. Mnaymneh
Sami W. Mnaymneh
/s/ Anthony A. Tamer
Anthony A. Tamer

EXHIBIT INDEX

Exhibit Number	Exhibit Name
Exhibit 99.1	Schedule 13D Joint Filing Agreement, dated as of February 27, 2012, by and among each of the Reporting Persons.
Exhibit 99.2	Assignment and Assumption Agreement, dated as of February 24, 2012, by and between Partners for Growth III, L.P. and Grace Bay Holdings II, LLC.
Exhibit 99.3	Loan and Security Agreement, dated as of November 5, 2010, by and among Comverge, Inc., its subsidiaries, and Partners for Growth II, LP (incorporated by reference to Exhibit 10.47 to the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed by the Issuer with the Securities and Exchange Commission on March 3, 2011).
Exhibit 99.4	Powers of Attorney for the Reporting Persons.

EX-99.1

Exhibit 99.1

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Date: February 27, 2012

GRACE BAY HOLDINGS II, LLC
By:	Bayside Capital, Inc.
Its:	Manager
By:	/s/ Richard H. Siegel
Name:	Richard H. Siegel
Its:	Vice President and General Counsel
BAYSIDE CAPITAL, INC.
By:	/s/ Richard H. Siegel
Name:	Richard H. Siegel
Its:	Vice President and General Counsel
/s/ Sami W. Mnaymneh
Sami W. Mnaymneh
/s/ Anthony A. Tamer
Anthony A. Tamer

EX-99.2

Exhibit 99.2

EXECUTION VERSION

Assignment and Assumption

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (as amended, the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The capitalized terms “Note” and “Notes” used herein shall have the same meaning as “Loan” and “Loans”, respectively, in the Loan Agreement. The Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Terms and Conditions and the Loan Agreement, as of the Effective Date (i) all of the Assignor’s rights and obligations in its capacity as a lender and holder of Notes outstanding under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the Notes identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a lender and a holder of Notes) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, all claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:	Partners for Growth III, L.P. (“PFG”)
2.	Assignee:	Grace Bay Holdings II, LLC (“Grace Bay”)
3.	Borrowers:	Comverge, Inc., a Delaware corporation, Alternative Energy Resources, Inc., a Delaware corporation, Enerwise Global Technologies, Inc., a Delaware corporation, Comverge Giants, LLC, a Delaware limited liability company, Public Energy Solutions, LLC, a New Jersey limited liability company, Public Energy Solutions NY, LLC, a Delaware limited liability company, and Clean Power Markets, Inc., a Pennsylvania corporation
4.	Loan Agreement:	The Loan and Security Agreement dated as of November 5, 2010, by and among the Borrowers and PFG, as the sole holder of the Notes
5.	Assigned Interest:

Assignor	Assignee		Aggregate Amount of Notes Issued under the Loan Agreement	Amount of Notes Assigned	Percentage Assigned of Notes
PFG		Grace Bay	$15,000,000	$7,650,000		51.0%

6. Effective Date:  February 24, 2012

The terms and provisions set forth in this Assignment and Assumption (and the annexes and exhibits attached hereto) are hereby agreed to by the parties hereto as of the Effective Date.

ASSIGNOR

PARTNERS FOR GROWTH III, L.P.

By:/s/ Lorraine Nield                                    

Title: Lorraine Nield

Name: Manager

[SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION]

ASSIGNEE

GRACE BAY HOLDINGS II, LLC

By:/s/ Richard Siegel                                    

Title: Richard Siegel

Name: Authorized Signatory

[SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION]

ANNEX 1

TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION¹

1. Representations and Warranties.

        (a) Assignor.

                (i) Assignor Representations and Warranties. The Assignor (A) represents and warrants to be true and correct in all material respects that (1) it is the legal and beneficial owner of the Assigned Interest, (2) the Assigned Interest is free and clear of any Lien (as defined below), (3) it has full power and authority, and has taken all action necessary, to execute and deliver the Assignment and Assumption (and the annexes and the exhibits attached thereto) and to consummate the transactions contemplated hereby, (4) the amounts set forth in Section 5 of the Assignment and Assumption are true, correct and complete and PFG controls all aspects (including voting and consent rights, subject to any consent rights with respect to amendments to the Loan Documents held by the Borrowers), and legally and beneficially owns all, of the Notes and other Obligations under the Loan Documents immediately prior to giving effect to the Assignment and Assumption (and the annexes and exhibits thereto), (5) none of the Notes have been assigned or converted into any Equity Interest (as defined below) (whether by Optional Conversion, Mandatory Conversion or otherwise), (6) no Subsequent Notes have been issued, (7) a notice of Assignor’s intention to exercise the Amortization Right has been delivered by the Assignor and a true, correct and complete copy of such notice is attached as Exhibit A, (8) a workspace called “Project Scion” on the onehub website at https://ws.onehub.com contains as of the day immediately prior to the Effective Date and on the Effective Date true, correct and complete copies of the Loan Agreement and all other Loan Documents (including any amendments, restatements, supplements and other modifications with respect thereto executed and delivered by Assignor, any Borrower, any guarantor or any third party bound by a Loan Document) that materially affect the rights of any holder of the Notes and a list of all such Loan Documents is attached as Exhibit B, (9) the levels for the Adjusted Quick Ratio and the Tangible Net Worth financial covenants for the 2012 fiscal year have not been set by PFG or agreed to and the Assignor maintains all rights provided under the Loan Documents with respect to setting such levels, (10) the Minimum Revenues thresholds for the 2012 fiscal year have not been set or agreed to and the Assignor maintains all rights provided under the Loan Documents with respect to setting such Minimum Revenues, subject to the Minimum Revenues threshold percentage set forth in Section 1(d) of the Schedule to the Loan Agreement (as amended by Modification No. 1 to the Loan and Security Agreement dated as of March 31, 2011), (11) (I) the $2,000,000 Deposit has not been demanded by the Assignor; provided, however, the Assignor did discuss and correspond with the Borrowers such potential Deposit in connection with a Qualified Financing and (II) Silicon Valley Bank has not previously given its consent to PFG to demand any such Deposit, (12) to Assignor’s knowledge, there has been no Qualifying Financing that would cause the Assignor’s right to demand a Deposit to lapse or to otherwise be compromised or eliminated, (13) the Defaults or Events of Default specified on Exhibit C have occurred and are continuing (although the Borrowers have, outside of any applicable cure period provided for such Default, delivered a non-final draft Compliance Certificate for the month ending December 31, 2011, the failure of which to timely deliver a Compliance Certificate required by Section 6(a) of the Schedule to the Loan Agreement constitutes the Event of Default set forth in Exhibit C) and have not been expressly waived or otherwise compromised and, except as set forth in the communications appended as Exhibit A, the Assignor has not delivered any notice of such Defaults or Events of Default to the Borrowers, (14) the Assignor has not granted, sold, assigned or transferred any of, and has not otherwise impaired, its voting, consent or similar rights under the Loan Documents, (15) it has not previously waived, eliminated or otherwise compromised the Amortization Right, (16) it is sophisticated with respect to decisions to sell, assign or transfer assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to sell, assign and transfer the Assigned Interest, is experienced in selling, assigning and transferring assets of such type, (17) it has been accorded the opportunity to receive such documents and information as it deems appropriate to make its own credit analysis and decision to enter into the Assignment and Assumption and to sell, assign and transfer the Assigned Interest, and (18) it has, independently and without reliance upon the Assignee or any of the Assignee’s Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Assignment and Assumption and to sell, assign and transfer the Assigned Interest; and (B) assumes no responsibility with respect to (1) any statements, warranties or representations made by the Borrowers or any

1 Capitalized terms used in this Terms and Conditions for Assignment and Assumption without definition shall have the meanings ascribed to such terms in the Assignment and Assumption to which this Terms and Conditions for Assignment and Assumption is attached.

guarantors in or in connection with the Loan Agreement or any other Loan Document, (2) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any Collateral thereunder, (3) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or (4) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates of any of their respective obligations under any Loan Document. In construing the above representations and warranties, terms such as “waiver”, “elimination”, “impairment”, “compromise” and derivatives expressly exclude any such waiver, elimination, impairment or compromise other than expressly effected by Assignor. The Assignor acknowledges, understands and agrees that, (y) other than as provided in the Assignment and Assumption (and the annexes and exhibits thereto), the Assignee makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Assignment and Assumption (and the annexes and exhibits thereto) or in any related document or agreement and (z) the Assignee makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any guarantors.

                (ii) Exclusion from Assignor Representations and Warranties. Except as set forth in Section 1(a)(i), the Assignment and Assumption is made by Assignor without representations or warranties whatsoever, whether expressed, implied or imposed by law. In addition, the representations and warranties given in Section 1(a)(i) are given (A) without any representations or warranties with respect to the genuineness of any signature other than those made by or on behalf of Assignor; (B) without any representations or warranties with respect to the collectability of any amount owed by any Borrower or any guarantor of the Borrowers’ Obligations under any of the Loan Documents; (C) without any representations as to the financial condition of any Borrower or any guarantor of the Borrowers’ Obligations under any of the Loan Documents; (D) without any of the representations or warranties described in Article 3 of the Uniform Commercial Code as enacted in the State of California; (E) without any representations or warranties with respect to the legality, validity, sufficiency or enforceability of any of the Loan Documents; (F) without any representations or warranties with respect to the validity, enforceability, attachment, priority, or perfection of any security interest, attachment, relief, or encumbrance included or includable in the Loan Documents, or the compliance with applicable law of any proceedings commenced or followed by Assignor with respect to the Loan Documents, including the Notes; and (G) without any representations or warranties with respect to the existence, value, access to or condition of any Collateral granted (or purported to be granted) to Assignor under the Loan Documents, including, without limitation, as to any environmental matters (including without limitation, as to the existence of any hazardous materials).

(b) Assignee. The Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver the Assignment and Assumption (and the annexes and exhibits attached thereto) and to consummate the transactions contemplated hereby and to become a holder of Notes under the Loan Agreement, (B) from and after the Effective Date, it shall be bound by the provisions of the Loan Agreement and the other Loan Documents (to the extent included in the list attached as Exhibit B) as a holder of Notes thereunder and, to the extent of the Assigned Interest, shall have the obligations of a holder of Notes thereunder, (C) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (D) it has been accorded the opportunity to receive such documents and information as it deems appropriate to make its own credit analysis and decision to enter into the Assignment and Assumption and to purchase the Assigned Interest, and (E) it has, independently and without reliance upon PFG and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Assignment and Assumption and to purchase the Assigned Interest; and (ii) agrees that (A) it will, independently and without reliance on the Assignor, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a holder of Notes.

2. Payments.

(a) From and after the Effective Date, all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) (a) for amounts accrued up to but excluding the Effective Date shall be made to the Assignor by the Borrowers and (b) for all amounts accrued from and including the Effective Date shall be made to the Assignee by the Borrowers (or, if such payment is received by the Assignor, by the Assignor).

(b) All principal and interest payments received by any holder of the Notes shall be apportioned ratably among the holders of the Notes (according to the unpaid principal balance of the Obligations to which such payments relate held by each holder of Notes) and all payments of fees, premiums and expenses received by any holder of the Notes (other than expenses that are for the Assignor’s or the Assignee’s separate account) shall be apportioned ratably among the holders of the Notes having a Pro Rata Share (as defined below) of the type of Obligation to which a particular fee, premium or expense relates. All payments in respect of a Note holder’s Pro

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Rata Share shall be made promptly and in no event later than three (3) Business Days after receipt by the recipient. All proceeds of Collateral shall be applied to reduce the Obligations outstanding (and shall be apportioned ratably among the holders of the Notes as set forth in the immediately preceding sentence), and, thereafter, to the Borrowers (to be wired to an account designated by the Borrowers) or such other Person entitled thereto under applicable law. “Pro Rata Share” means, at any time, the percentage obtained by dividing (y) the unpaid principal amount of a Note holder’s portion of the unpaid principal amount of the Notes by (z) the unpaid principal amount of the Notes.

3. Amendment, Waiver and Modification Rights. Any amendment, waiver, supplement or other modification of any provision of the Loan Agreement or any other Loan Document, and any consent with respect to any departure by any Borrower or any guarantor therefrom, shall be in writing and shall only require the signature of the Assignee as the majority holder of the Notes to be effective; provided, however, that no such amendment, waiver, supplement, consent or other modification shall be effective, unless in writing and signed also by the Assignor if the effect of such amendment, waiver, supplement, consent or other modification would cause disparate treatment on the Notes held by the Assignor. The Assignor agrees to use any voting and consent rights it has under the Loan Documents as requested by the Assignee (except as set forth in the proviso in the immediately preceding sentence). The Assignor hereby agrees to enter into amendments to the Loan Documents that are required to implement and to effectuate the provisions set forth in the Assignment and Assumption (and the annexes and exhibits thereto). The Assignor hereby irrevocably appoints the Assignee its attorney-in-fact, with full authority in the place and stead of the Assignor and in the name of the Assignor or otherwise, to take any action and to execute any instrument which the Assignee may reasonably deem necessary or advisable to accomplish the purposes of the Assignment and Assumption (including the annexes and exhibits thereto), including, without limitation, to vote or consent to any amendment, waiver, supplement, consent or other modification to any provision of any Loan Document proposed by the Assignee (other than with respect to any amendment, waiver, supplement, consent or other modification set forth in the proviso in the first sentence of this Section 3).

4. Call and Put Rights; Right of First Offer. The Assignor and the Assignee hereby agree that:

(a) At all times from the Effective Date up to and including the date that is the 18 month anniversary of the Effective Date (such end date, the “Put/Call Expiry Date”):

(i) Other than during (i) any proceeding commenced by or against any Borrower or any guarantor under any provision of title 11 of the United States Code (as in effect from time to time) or under any other state or federal bankruptcy, insolvency or similar law or (ii) the existence of any Default or Event of Default under Section 6.1(g) or (h) of the Loan Agreement, the Assignee shall have the obligation to purchase from the Assignor all of the outstanding Notes and other Obligations held by the Assignor at a price equal to par value of the Notes to be purchased by the Assignee from the Assignor plus $1,500,000 (the “Put Purchase Price”) upon five Business Days notice from the Assignor to the Assignee (such sale and purchase, the “Put Transaction”). Assignee shall promptly and in no event later than the fifth Business Day following the receipt of such notice by the Assignee pay such Put Purchase Price, without deduction of any kind, to Assignor. The effective date of such Put Transaction shall be the date Assignor receives payment of the Put Purchase Price from Assignee.

(ii) The Assignor shall have the obligation to sell to the Assignee all (but not less than all) of the outstanding Notes and other Obligations held by the Assignor at a price equal to the sum of (A) par value of the Notes to be purchased by the Assignee from the Assignor plus (B) $1,500,000 (the sum of (A) and (B), the “Call Purchase Price”) upon five Business Days notice from the Assignee to the Assignor (such sale and purchase, the “Call Transaction”). Assignee shall promptly and in no event later than the fifth Business Day following the receipt of such notice by the Assignee pay such Call Purchase Price, without deduction of any kind, to Assignor. The effective date of such Call Transaction shall be the date Assignor receives payment of the Call Purchase Price from Assignee.

(iii) The Assignor shall not transfer, assign or sell (or make any offer to do the same or to provide a right or option to do the same) the Notes and other Obligations held by the Assignor to any other Person other than the Assignee and its Affiliates.

(iv) If Assignee has not exercised its rights under Section 4(a)(ii) prior to the Put/Call Expiry Date and Assignor has not exercised its rights under Section 4(a)(i) or Section 7, as applicable, prior to the Put/Call Expiry Date, Assignor shall be deemed to have automatically given notice on the Put/Call Expiry Date to Assignee under Section 4(a)(ii) of a Put Transaction, unless such automatic Put Transaction has been revoked in writing by Assignor prior to the Put/Call Expiry Date.

(b) At all times after the date that is the 18 month anniversary of the Effective Date, before the Assignor sells, assigns or transfers any or all of the Notes or other Obligations held by the Assignor to any other Person, the

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Assignor shall offer in writing to the Assignee and its Affiliates the right to purchase the Notes and other Obligations held by the Assignor for the same price and on the same terms as then offered by any other Person (such offer provided to the Assignee, the “Purchase Offer”), and the Assignee shall have a period of 10 Business Days (the “Acceptance Period”) to accept such Purchase Offer. If the Assignee or its Affiliates do not accept the Purchase Offer within the Acceptance Period, then the Assignor shall have the right for a period of 10 Business Days following the last day of the Acceptance Period to sell, assign or transfer such Notes and other Obligations on the terms offered in the Purchase Offer to the Person who agreed to purchase such Notes and other Obligations on the terms set forth in the Purchase Offer. The foregoing procedures shall be followed for each new offer by any Person (other than the Assignee) to purchase any or all of the Notes and other Obligations held by the Assignor.

(c) For purposes of Sections 4(a) and (b) of this Terms and Conditions for Assignment and Assumption, “par value” shall include any accrued and unpaid interest, pro-rated to the date of payment of the Call Purchase Price or Put Purchase Price, as applicable, by Assignee.

(d) If at any time from the Effective Date up to and including the date that is the 18 month anniversary of the Effective Date, the Assignee sells any of the Notes (the “Call Notes”) purchased pursuant to a Call Transaction to any Person (other than (i) H.I.G. Capital Partners, LLC (“HIG”) or any of its Affiliates or (ii) any Borrower or any guarantor or any of their respective Affiliates in connection, with respect to this clause (ii), with a sale of any of the Equity Interests or any of the assets of the Borrowers or any of their Affiliates to HIG or any of its Affiliates) and receives from such Person Consideration (as defined below and as valued on the date of receipt by Assignee) in excess of the Call Purchase Price for such Call Notes (such excess, the “Premium”), the Assignee agrees to promptly pay to the Assignor such Premium received for such Call Notes. “Consideration” means cash, Equity Interests or other property of any kind that is reasonably capable of valuation.

(e) The sale and assignment of Assignor’s Notes to Assignee after the Effective Date pursuant to any of the provisions set forth in this Section 4 shall be documented in a customary assignment agreement in which (i) the sole representations made by Assignor are substantially in the form of Section 1(a)(i)(A) (1)–(5), (14) and (16)–(18) and without indemnity other than for liability incurred as a result of a breach in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) of such representations and warranties or covenants and agreements related to the transferring of any Collateral held or in the name of the Assignor to the Assignee and the making of any payments of the Obligations received by the Assignor to the Assignee and without survival of any obligations of Assignor with respect to such Notes that are sold and assigned, except (A) a general obligation (further assurances) to cooperate with Assignee at Assignee’s expense in transferring any Collateral held by, or in the name of, Assignor and (B) to pay over to Assignee any payments on Obligations received by Assignor after the effective date of such sale and assignment, and (ii) the sole representations made by Assignee are substantially in the form of Section 1(b)(i)(A)–(E) and without indemnity other than for liability incurred as a result of a breach in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) of such representations and warranties.

5. PFG as Collateral Agent.

(a) PFG shall, in its capacity as collateral agent (in such capacity, “Collateral Agent”) for the holders of the Notes and expressly subject to Sections 5(c), 5(d) and 5(e): (i) to the extent so reasonably requested by the Assignee, take such actions as Assignee may determine are necessary or desirable from time to time to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, and (ii) take all instructions and orders from, and act solely at the direction of, the Assignee with respect to the exercise of any and all remedies given to the Assignor or any other holder of Notes with respect to the Collateral or otherwise, whether under the Loan Documents, applicable law or otherwise; provided, however, that (1) PFG hereby appoints, authorizes and directs Assignee to act as collateral sub-agent for PFG (and any successor or assignee of the Notes held by PFG) for purposes of the perfection of all Liens with respect to the Collateral and otherwise discharging any obligations PFG may have under clause (i) above, and (2) PFG may decline to take any action requested by Assignee (in any capacity) if it reasonably believes such action will result in exposure to liability in connection with Borrower (but any such decision to decline by PFG shall not affect in any way the Assignee’s rights as sub-agent pursuant to clause (1) above). Subject to Sections 5(c), (d) and (e) and the immediately preceding clause (2), PFG hereby agrees to at the direction of the Assignee enter into such agreements and documents, and to file or transmit such amendments or new documents as required by the Code or by applicable law, to (A) perfect the Liens granted to PFG under the Loan Documents so that the Liens perfect such Liens in favor of PFG as Collateral Agent for all of the holders of the Notes and with the same priority as the Liens granted to PFG under the Loan Documents immediately prior to giving effect to the Assignment and Assumption and (B) have the Obligations owed to and the guarantees provided under the Loan Documents apply to PFG as the Collateral Agent for all of the holders of the Notes. Under the Loan Documents, PFG, in its capacity as Collateral

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Agent, (x) is acting solely on behalf of the holders of the Notes, with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Collateral Agent”, the terms “agent” and “collateral agent” and similar terms to refer to the Collateral Agent, which terms are used for title purposes only, (y) is not assuming any obligation under any Loan Document or any role as agent, fiduciary or trustee of or for any holder of the Notes and (z) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and the Assignee hereby waives and agrees not to assert any claim against the Collateral Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (x) through (z) above.

(b) PFG shall promptly provide (and shall in any event use commercially reasonable efforts to provide within one Business Day) a copy of any notice, deliverable or other item received by PFG (whether in its capacity as Collateral Agent, a holder of the Notes or otherwise) in connection with the Loan Documents or any other related document or agreement to HIG.

(c) None of the Collateral Agent and its Related Persons (as defined in Section 6(e) below) shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and the Assignee hereby waives and shall not assert (any right, claim or cause of action based thereon, except to the extent of liabilities resulting solely from the gross negligence or willful misconduct of the Collateral Agent in connection with the duties expressly set forth herein.

(d) The Assignee agrees to reimburse the Collateral Agent and each of its Related Persons (to the extent not reimbursed by any Borrower or any guarantor) promptly upon demand for the Assignee’s Pro Rata Share with respect to the Obligations of any reasonable, out-of-pocket and documented costs and expenses (including reasonable, out-of-pocket and documented fees, charges and disbursements of financial, legal and other advisors paid in the name of, or on behalf of, any Borrower or any guarantor) that may be incurred by the Collateral Agent or any of its Related Persons in connection with the discharge of Collateral Agent’s duties under Section 5(a)(i) and (ii).

(e) The Assignee further agrees to indemnify the Collateral Agent and each of its Related Persons (to the extent not reimbursed by any Borrower or any guarantor), from and against the Assignee’s aggregate Pro Rata Share with respect to the Obligations of the Liabilities (as defined in Section 6(h) below) that may be imposed on, incurred by or asserted against the Collateral Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of or arising out of (y) any request, instruction or demand made by Assignee to Collateral Agent under Sections 5(a)(i) or (z) any action taken or omitted to be taken by the Collateral Agent or any of its Related Persons under or with respect to any of the foregoing; provided, however, that the Assignee shall not be liable to the Collateral Agent or any of its Related Persons to the extent such liability has resulted primarily from the negligence or willful misconduct of the Collateral Agent.

6. Grace Bay as Administrative Agent.

(a) The Assignor hereby appoints Grace Bay (together with any of its successors or assigns) as the administrative agent hereunder (in such capacity, “Administrative Agent”) and authorizes Grace Bay as Administrative Agent to (i) execute and deliver any and all Loan Documents and accept delivery thereof on its behalf from any Borrower or any guarantor, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are delegated to the Assignor under such Loan Documents, (iii) act as the disbursing and collecting agent for the holders of Notes with respect to all payments and collections arising in connection with the Loan Documents (including in any bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any holder of the Notes is hereby authorized to make such payment to the Administrative Agent, (iv) file and prove claims and file other documents necessary or desirable to allow the claims of the holders of the Notes with respect to any Obligation in any bankruptcy, insolvency or similar proceeding, (v) execute any amendment, consent or waiver under the Loan Documents on behalf of the Assignor, (vi) negotiate and agree to, on behalf of all of the holders of Notes, to the levels and definitions of any financial covenants set forth in Section 5 of the Schedule to the Loan Agreement (including, without limitation, the Tangible Net Worth and the Adjusted Quick Ratio, (vii) have the sole right to decide whether to elect for, and to actually provide any notice with respect to electing for, any Amortization Right and (viii) exercise such powers as are incidental thereto.

(b) Under the Loan Documents, the Administrative Agent (i) is acting solely on behalf of the holders of the Notes, with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Administrative Agent”, the terms “agent” and “administrative agent” and similar terms to refer to the Administrative Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any Loan Document or any role as agent, fiduciary or trustee of or for any holder of the Notes and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and the Assignor hereby waives and agrees not to assert any claim against the Administrative Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above.

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(c) The Assignor and Administrative Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection.

(d) The Administrative Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person. Any such Person shall benefit from this Section 6 to the extent provided by the Administrative Agent.

(e) None of the Administrative Agent and its Related Persons (as defined below) shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and the Assignor hereby waives and shall not assert (any right, claim or cause of action based thereon, except to the extent of liabilities resulting solely from the gross negligence or willful misconduct of the Administrative Agent in connection with the duties expressly set forth herein. “Related Person” means with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor and other consultants and agents of or to such Person or any of its Affiliates, together with, if such Person is the Administrative Agent, each other Person or individual designated, nominated or otherwise mandated by or helping the Administrative Agent.

(f) The Administrative Agent and its Affiliates may make loans and other extensions of credit to, acquire Equity Interests of, engage in any kind of business with, any Borrower or any guarantor or Affiliate thereof as though it were not acting as Administrative Agent and may receive separate fees and other payments therefor.

(g) The Assignor agrees to reimburse the Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Borrower or any guarantor) promptly upon demand for such Lender’s Pro Rata Share with respect to the Obligations of any reasonable, out-of-pocket and documented costs and expenses (including reasonable, out-of-pocket and documented fees, charges and disbursements of financial, legal and other advisors paid in the name of, or on behalf of, any Borrower or any guarantor) that may be incurred by the Administrative Agent or any of its Related Persons in connection with the preparation, execution, delivery, administration, modification, consent, waiver or enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, any Loan Document.

(h) The Assignor further agrees to indemnify the Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Borrower or any guarantor), from and against the Assignor’s aggregate Pro Rata Share with respect to the Obligations of the Liabilities (as defined below) that may be imposed on, incurred by or asserted against the Administrative Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any related document or agreement or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by the Administrative Agent or any of its Related Persons under or with respect to any of the foregoing; provided, however, that the Assignor shall not be liable to the Administrative Agent or any of its Related Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct of the Administrative Agent. “Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses (including those incurred upon any appeal or in connection with the preparation for and/or response to any subpoena or request for document production relating thereto), in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

(i) So long as PFG owns any Notes, the Assignee shall promptly (and shall in any event use commercially reasonable efforts to provide within one Business Day) a copy of any notice of an Event of Default received by the Assignee (whether in its capacity as Administrative Agent, a holder of the Notes or otherwise) in connection with the Loan Documents or any other related document or agreement to PFG.

7. Reservation of Rights. The Assignor reserves the right to convert the Notes it owns into Equity Interest in accordance with the Loan Agreement (an “Assignor Note Conversion”), at its sole discretion, at any time, without consent, but only upon (i) delivering written notice thereof 10 Business Days in advance and (ii) providing the Assignee the opportunity to consummate a Call Transaction pursuant to Section 4(a)(ii) within such 10 Business Day period; provided, however, if the Assignor does not consummate such Assignor Note Conversion on the Business Day after the 10 Business Day period mentioned above passes without the Assignee consummating a Call Transaction, the Assignor shall again follow the procedures set forth above prior to consummating any Assignor Note Conversion.

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8. General Provisions. The Assignment and Assumption (and the annexes and exhibits thereto) shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. The Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of the Assignment and Assumption by electronic means of transmission shall be effective as delivery of a manually executed counterpart of the Assignment and Assumption. The Assignment and Assumption (and the annexes and exhibits attached thereto) shall be governed by, and construed in accordance with, the law of the State of California. The Assignment and Assumption (and the annexes and exhibits thereto) shall not be amended, restated, waived, supplemented or otherwise modified without the written consent of the Assignor and the Assignee. The term “Lien” means a security interest, lien, encumbrance or adverse claim. The term “Equity Interest” means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit interests or units), preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the United States Securities and Exchange Commission (and any successor thereto) under the Securities Exchange Act of 1934 (as in effect from time to time)).

9. Confidential. The Assignor and the Assignee each agree that the Assignment and Assumption (and the annexes and exhibits thereto) is for confidential use only and it will not disclose the Assignment and Assumption (and the annexes and exhibits thereto) (a) to any Person other than (i) its Affiliates, officers, directors, limited partners (participants and/or their respective representatives), employees, accountants, attorneys and other advisors, and then only on a “need-to-know” and confidential basis in connection with the transactions contemplated hereby and (ii) to the extent required by law, regulation, or other applicable judicial or governmental order and (b) other than notifying the Borrowers and Silicon Valley Bank of the amounts and percentages of the Obligations that were assigned by the Assignor to the Assignee.

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EX-99.4

Exhibit 99.4

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Richard H. Siegel and Brian Schwartz, each of the law firm of Kirkland & Ellis LLP, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of shares of Common Stock of Comverge, Inc., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and any Forms 3, 4, and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange in which the Common Stock of the Company is listed on or approved for quotation in, if any; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 13 or Section 16 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of February, 2012.

GRACE BAY HOLDINGS II, LLC By: Bayside Capital, Inc. Its: Manager
By:	/s/    Richard H. Siegel
Name:	Richard H. Siegel
Its:	Vice President and General Counsel

BAYSIDE CAPITAL, INC.
By:	/s/    Richard H. Siegel
Name:	Richard H. Siegel
Its:	Vice President and General Counsel

/s/ Sami W. Mnaymneh

Sami W. Mnaymneh

/s/ Anthony A. Tamer

Anthony A. Tamer