IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE COMVERGE, INC. SHAREHOLDERS LITIGATION

) CONSOLIDATED ) C.A. No. 7368-VCMR

STIPULATION AND AGREEMENT OF COMPROMISE, SETTLEMENT AND RELEASE

This Stipulation and Agreement of Compromise, Settlement and Release

(together with the exhibits hereto, the “Stipulation”) is entered into as of May 26,

2017, between (a) plaintiffs Gary K. Schultz and Saravanan Somlinga

(collectively, “Plaintiffs”), on behalf of themselves and the Class1; and (b) Alec G.

Dreyer, Joseph M. O’Donnell, John McCarter, R. Blake Young, Nora Mead

Brownell, A. Laurence Jones, John Rego, Rudolf J. Hoefling, and James J. Moore

(collectively, the “Director Defendants,” and together with Plaintiffs, the “Parties,”

and each individually a “Party”), by and through their respective undersigned

counsel, and embodies the terms and conditions of the Settlement of the above-

captioned consolidated stockholder class action (the “Action”). Subject to the

approval of the Court and the terms and conditions expressly provided herein, this

Stipulation is intended to fully, finally and forever compromise, settle, release,

resolve and dismiss with prejudice: (a) the Action and all claims asserted therein

against the Director Defendants; and (b) each and every one of the Released

1 All terms with initial capitalization not otherwise defined herein shall have the meanings ascribed to them in Paragraph 1 below.

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Claims against each and every one of the Released Parties, whether asserted in the

Action or otherwise.

WHEREAS:

A. On March 26, 2012, Comverge, Inc. (“Comverge”) announced that it

had entered into a definitive agreement (the “Merger Agreement”) to be acquired

by Peak Merger Corp., an affiliate of H.I.G. Capital, LLC (“HIG”), a private

investment firm, for $1.75 per share in cash (the “Merger”).

B. Following the announcement of the Merger, purported stockholders of

Comverge filed five actions in the Court of Chancery of the State of Delaware (the

“Court”) asserting claims in connection with the Merger, which were captioned: (i)

Schultz v. Young, et al., C.A. No. 7368-VCP; (ii) Somlinga v. Dreyer, et al., C.A.

No. 7371-VCP; (iii) Cohen v. Young, et al., C.A. No. 7386-VCP; (iv) Walker v.

Comverge, Inc., et al., C.A. No. 7398-VCP; and (v) Kanakamedala v. Young, et

al., C.A. No. 7399-VCP.

C. On April 6, 2012, the Court entered an order: (i) consolidating the

above-referenced class actions under the caption In re Comverge, Inc.

Shareholders Litigation, Consolidated C.A. No. 7368-VCMR; (ii) designating

Gary K. Schultz, Saravanan Somlinga, and Adrienne Cohen as Lead Plaintiffs in

the Action; (iii) designating the law firms of Faruqi & Faruqi, LLP, Levi &

Korsinsky LLP, and Gardy & Notis, LLP as Co-Lead Counsel in the Action; and

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(iv) designating the law firms Rigrodsky & Long, P.A. and Rosenthal, Monhait &

Goddess, P.A. as Co-Liaison Counsel in the Action.

D. On April 12, 2012, Comverge filed with the SEC a Schedule 14D-9

Solicitation/Recommendation Statement (the “Solicitation/Recommendation

Statement”) in response to the tender offer by Peak Merger Corp. (the “Tender

Offer”) commenced in connection with the Merger.

E. On April 18, 2012, Plaintiffs filed and served their Verified

Consolidated Amended Class Action Complaint alleging, among other things, that

the Solicitation/Recommendation Statement was deficient and did not provide

Comverge stockholders with material information in connection with the Tender

Offer, including the projections used by Houlihan Lokey Capital, Inc. (“Houlihan

Lokey”), financial advisor to the Strategy Committee of Comverge’s Board of

Directors, and fees paid to Houlihan Lokey by HIG.

F. On April 19, 2012, Plaintiffs filed a motion to expedite proceedings in

connection with their intention to seek injunctive relief in connection with the

Tender Offer.

G. On April 27, 2012, following full briefing and oral argument, the

Court granted expedited proceedings.

H. On May 2, 2012, Plaintiffs filed a motion for preliminary injunction.

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I. On May 1, 2012, Comverge filed with the SEC an amendment to the

Solicitation/Recommendation Statement disclosing certain information concerning

the projections used by Houlihan Lokey and the compensation received by

Houlihan Lokey in connection with providing services to HIG.

J. In connection with expedited proceedings in the Action, the Parties

and HIG and other third parties conducted expedited discovery, including the

production of documents and depositions of Laurence Jones (Chairman of the

Strategy Committee of Comverge’s Board of Directors), Deborah Ifrah (Managing

Director of J.P. Morgan Securities LLC, financial advisor to Comverge), Thomas

Puricelli (Senior Vice President of Houlihan Lokey Capital, financial advisor to the

Strategy Committee), and Joseph Zulli (Principal at HIG).

K. On May 6, 2012, Plaintiffs filed a motion to compel with respect to

documents and information withheld from production by Comverge based on an

assertion of the attorney-client privilege.

L. On May 8, 2012, following full briefing and oral argument, the Court

denied Plaintiffs’ motion for a preliminary injunction.

M. On May 14, 2012, the Tender Offer was successfully completed and

on May 15, 2012, the Merger closed (the “Closing Date”).

N. On April 10, 2013, following full briefing and oral argument (and

Comverge’s agreement to provide a privilege log and certain other documents), the

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Court issued an Order granting in part and denying in part Plaintiffs’ motion to

compel.

O. Following further document discovery consistent with the Parties’

agreement and the Court’s April 10, 2013 Order, on June 28, 2013, Plaintiffs filed

their Verified Consolidated Second Amended Class Action Complaint (the

“Operative Complaint”).

P. The Operative Complaint named the Director Defendants, as well as

HIG, Peak Holdings Corp. and Peak Merger Corp. (collectively, the “HIG

Defendants,” and with the Director Defendants, “Defendants”) as defendants. The

Operative Complaint alleged that the Director Defendants breached their fiduciary

duties by conducting a flawed sales process and agreeing to what Plaintiffs

contended were preclusive deal protections in connection with the Merger, and that

the HIG Defendants aided and abetted those breaches. It sought certification of a

class consisting of all former holders of Comverge stock (other than the

Defendants and any person, firm, trust, corporation, or other entity related to or

affiliated with any defendants).

Q. On July 29, 2013, the Director Defendants and the HIG Defendants

filed motions to dismiss the Operative Complaint under Court of Chancery Rule

12(b)(6) (the “Motions to Dismiss”).

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R. On November 25, 2014, following full briefing and oral argument, the

Court issued a Memorandum Opinion granting the HIG Defendants’ motion to

dismiss and dismissing with prejudice all claims against the HIG Defendants, and

granting in part and denying in part the Director Defendants’ motion to dismiss and

dismissing all claims against the Director Defendants other than claims for breach

of fiduciary duties based on the termination fees, expense reimbursement, and

Convertible Notes agreed to in connection with the Merger.

S. Following the Court’s decision on the Motions to Dismiss, the Parties

conducted merits-based discovery, including the production of documents and

depositions of former Comverge directors Nora Mead Brown, Alec Dreyer, Rudolf

Hoefling, Laurence Jones (second deposition), John McCarter, James Moore,

Joseph O’Donnell and John Rego; Comverge President and CEO Blake Young,

Comverge CFO David Mathieson; and Michael Macakanja (Managing Director of

JP Morgan), Thomas Puricelli (second deposition), and Brian Schwartz (Executive

Managing Director of HIG). The Parties also exchanged expert reports and

conducted expert-based discovery, including depositions of Plaintiffs’ experts

Guhan Subramanian and J.T. Akins, and Defendants’ expert Paul Gompers.

T. On April 29, 2016, the Director Defendants filed a motion for

summary judgment.

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U. On June 13, 2016, the parties executed a stipulation and proposed

order, which was entered by the Court on June 27, 2016, (a) certifying the Action

as a class action on behalf of a non-opt out class defined as: all record and

beneficial holders of Comverge common stock at the time that the Merger between

Comverge and an affiliate of HIG closed on May 15, 2012, and their successors in

interest, successors, predecessors in interest, predecessors, representatives, trustees,

executors, administrators, estates, heirs, assigns or transferees, immediate and

remote, and any person or entity acting for or on behalf of, or claiming under, any

of them, and each of them, together with their predecessors in interest,

predecessors, successors in interest, successors, and assigns, but excluding

Comverge, HIG, and officers or directors of Comverge, HIG and any person, firm,

trust, corporation or other entity related to or affiliated with Comverge and/or HIG

as of May 15, 2012; and (b) certifying Plaintiffs as class representatives.

V. On October 31, 2016, following full briefing and oral argument, the

Court issued an Order denying the Director Defendants’ motion for summary

judgment.

W. On November 18, 2016, the Parties submitted a Joint Pre-Trial

Stipulation in connection with the trial of the Action, which was set to commence

on December 13, 2016.

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X. On November 29, 2016, the Parties separately filed opening Pre-Trial

Briefs in connection with the trial of the Action.

Y. On December 9, 2016, the Parties reached agreement to pursue

mediation to negotiate a settlement of the Action, and they asked the Court to defer

trial scheduled to begin on December 13, 2016 until the mediation effort

concluded.

Z. On April 13, 2017, the Parties, through their representatives,

participated in a voluntary mediation session before Robert A. Meyer, Esq. to

attempt to negotiate a settlement of the Action. At the mediation, the Parties

reached an agreement in principle to settle the action and agreed to cooperate to

prepare definitive documentation.

AA. This Stipulation is intended fully, finally and forever to resolve,

discharge and settle the Released Plaintiffs’ Claims (as defined herein) and the

Released Defendants’ Claims (as defined herein) with prejudice. It is the intention

of the Parties that the Settlement will release all Released Plaintiffs’ Claims and

Released Defendants’ Claims.

BB. The entry by the Parties into this Stipulation is not, and shall not be

construed as or deemed to be evidence of, an admission as to the merit or lack of

merit of any claims or defenses asserted in the Action.

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CC. Based upon their investigation and prosecution of the case, Plaintiffs

and Class Counsel have concluded that the terms and conditions of the Settlement

are fair, reasonable and adequate to Plaintiffs and the other Class Members and in

their best interests. Class Counsel has received sufficient information to evaluate

the merits of the Settlement. Based on Plaintiffs’ direct oversight of the

prosecution of this Action and with the advice of their counsel, each of the

Plaintiffs has agreed to settle and release the claims raised in the Action pursuant

to the terms and provisions of this Stipulation, after considering (a) the financial

benefit that Plaintiffs and the other Class Members will receive under the

Settlement, (b) the significant risks of continued litigation and trial, and (c) the

desirability of permitting the Settlement to be consummated as provided by the

terms and conditions of this Stipulation.

DD. The Director Defendants deny any and all allegations of their

respective wrongdoing, fault, liability or damage whatsoever, and each of the

Director Defendants denies that he or she engaged in, committed or aided or

abetted the commission of any breach of duty, wrongdoing or violation of law.

EE. The Director Defendants enter into this Stipulation solely because

they consider it desirable that the Action be settled and dismissed with prejudice in

order to, among other things, eliminate the uncertainties, burden and expense of

further litigation. Nothing in this Stipulation shall be construed as any admission

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by any of the Director Defendants of any kind, including admissions as to

wrongdoing, fault, liability, or damages whatsoever, or as evidence as to any of the

foregoing. Nothing in this Stipulation shall be construed as an allocation of fault

or liability between or among any of the Director Defendants.

NOW, THEREFORE, IT IS HEREBY STIPULATED, CONSENTED

TO AND AGREED, by Plaintiffs, for themselves and on behalf of the Class, and

by the Director Defendants that, subject to the approval of the Court and pursuant

to Court of Chancery Rule 23 and the other conditions set forth herein, for the

good and valuable consideration set forth herein and conferred on Plaintiffs and the

Class, the Action shall be finally and fully compromised, settled and dismissed

with prejudice, and that the Released Claims shall be finally and fully

compromised, settled, released and dismissed with prejudice as to the Released

Parties, as defined herein, in the manner and upon the terms and conditions

hereafter set forth.

A. Definitions

1. In addition to the terms defined above, the following capitalized

terms, used in this Stipulation, shall have the meanings specified below:

a. “Account” means the bank account referred to below and

maintained by the Settlement Administrator into which the Settlement Amount,

less the amount of any Fee and Expense Award, shall be deposited. The funds in

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the Account shall be invested in United States Treasury Bills (or a mutual fund

invested solely in such instruments) and all interest accrued thereon shall be

collected and reinvested until distributed as provided herein.

b. “Administrative Costs” means all costs and expenses

associated with providing notice of the Settlement to the Class or otherwise

administering or carrying out the terms of the Settlement, including, without

limitation, taxes and tax-related costs relating to the Account, the actual costs of

printing and mailing the Notice and Proof of Claim, reimbursements to nominee

owners for forwarding the Notice and Proof of Claim to their beneficial owners,

the administrative expenses incurred and fees charged by the Settlement

Administrator in connection with providing Notice via mail, website, telephone

and email as needed, the fees and expenses of Class Counsel in connection with

administration of the Settlement, and the fees and expenses, if any, of the

Settlement Administrator.

c. “Class” means a class consisting of all record holders and

beneficial owners of Comverge common stock at the time that the Merger between

Comverge and an affiliate of HIG closed on May 15, 2012, and their successors in

interest, successors, predecessors in interest, predecessors, representatives, trustees,

executors, administrators, estates, heirs, assigns or transferees, immediate and

remote, and any person or entity acting for or on behalf of, or claiming under, any

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of them, and each of them, together with their predecessors in interest,

predecessors, successors in interest, successors, and assigns, but excluding

Comverge, officers or directors of Comverge, HIG and any person, firm, trust,

corporation or other entity related to or affiliated with Comverge and/or HIG as of

May 15, 2012.

d. “Class Counsel” means the law firms of Faruqi & Faruqi,

LLP, Levi & Korsinsky LLP, Gardy & Notis, LLP, Monteverde & Associates PC,

Rigrodsky & Long, P.A. and Rosenthal, Monhait & Goddess, P.A.

e. “Class Distribution Order” means an order entered by the

Court authorizing and directing that the Net Settlement Fund be distributed

proportionately, pursuant to the Plan of Allocation in Paragraph [7] of this

Stipulation.

f. “Class Member” means a member of the Class.

g. “Closing” means the consummation of the Merger on the

Closing Date.

h. “Effective Date” means the first business day following

the date the Judgment becomes Final. The finality of the Judgment shall not be

affected by any proceeding (including appeals) regarding solely an application for

attorneys’ fees and expenses or any special award to Plaintiffs from the Net

Settlement Fund or approval of any Plan of Allocation of the Net Settlement Fund.

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i. “Eligible Shares” means shares of Comverge common

stock owned by Class Members at the Closing.

j. “Fee and Expense Award” means an award to Plaintiffs’

Counsel of fees, expenses and incentive awards to Plaintiffs, to be paid from the

Settlement Amount, approved by the Court in accordance with this Settlement

Agreement and in full satisfaction of any and all claims for attorneys’ fees,

expenses or incentive awards that have been, could be or could have been asserted

by Class Counsel or any other counsel for any member of the Class in connection

with the Action.

k. “Final” means with respect to any judgment or order that

the judgment or order is finally affirmed on appeal or is no longer subject to appeal

and the time for any petition for reargument, appeal, or review, by certiorari or

otherwise, has expired.

l. “Immediate Family” means an individual’s spouse,

parents, siblings, children, grandparents, grandchildren; the spouses of his or her

parents, siblings and children; and the parents and siblings of his or her spouse, and

includes step and adoptive relationships.

m. “Judgment” means the Final Order and Judgment to be

entered in the Action substantially in the form attached hereto as Exhibit [D].

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n. “Legal Claims” means any and all manner of claims,

demands, rights, liabilities, losses, obligations, duties, damages, diminutions in

value, costs, debts, expenses, interest, penalties, fines, sanctions, fees, attorneys’

fees, expert or consulting fees, actions, potential actions, causes of action, suits,

agreements, judgments, decrees, matters, issues and controversies of any kind,

nature or description whatsoever, whether disclosed or undisclosed, accrued or

unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not

matured, suspected or unsuspected, liquidated or not liquidated, fixed or

contingent, which now exist, or heretofore or previously existed, or may hereafter

exist, including known claims and Unknown Claims, whether direct, derivative,

individual, class, representative, legal, equitable or of any other type, or in any

other capacity, whether based on state, local, foreign, federal, statutory, regulatory,

common or other law or rule, including but not limited to any claims under state

securities law, or under state disclosure law or any claims that could be asserted

derivatively on behalf of Comverge.

o. “Net Settlement Fund” means the Settlement Fund less

any Taxes, Tax Expenses (as defined below), attorneys’ fees and expenses, awards,

notice and Administration Costs and any other expenses approved by the Court.

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p. “Notice” means Notice of Proposed Settlement of Class

Action, Settlement Hearing and Right to Appear, substantially in the form attached

hereto as Exhibit [B].

q. “Proof of Claim” means the Proof of Claim, substantially

in the forms attached hereto as Exhibit [C].

r. “Released Defendants’ Claims” means any Legal Claims

(including “Unknown Claims”) that have been or could have been asserted in the

Action or any forum by the Director Defendants or the HIG Defendants or any one

of them or their respective successors and assigns against Plaintiffs, the Class

Members, or any of their respective counsel, which arise out of or relate in any

way to the institution, prosecution, settlement or dismissal of the Action, including

but not limited to alleged litigation misconduct, breaches of confidentiality orders,

violations of court rules, and defamation; Legal Claims (including “Unknown

Claims”) against Plaintiffs and their affiliates arising from or relating to the alleged

conduct underlying the Director Defendants’ respective affirmative defenses; and

any Legal Claims (including “Unknown Claims”) of bad faith or abuse of process

against Plaintiffs or Class Counsel relating to their prosecution of the Action;

provided, however, that the Released Defendants’ Claims shall not include any

claims relating to the enforcement of the Settlement.

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s. “Released Defendant Parties” means (i) the Director

Defendants, (ii) the members of each Director Defendant’s Immediate Family, (iii)

the HIG Defendants and Grace Bay Holdings II, LLC, (iv) Comverge, and (v) any

of the foregoing’s respective parent entities, controlling persons, associates,

predecessors, successors, assigns, affiliates, or subsidiaries, and each and all of

their past or present officers, directors, executives, stockholders, principals,

representatives, employees, attorneys, financial or investment advisors,

consultants, accountants, auditors, investment bankers, commercial bankers,

entities providing fairness opinions, underwriters, brokers, dealers, insurers,

advisors or agents, heirs, executors, trustees, general or limited partners or

partnerships, limited liability companies, members, managers, joint ventures,

personal or legal representatives, estates, and administrators.

t. “Released Plaintiffs’ Claims” means any and all manner

of Legal Claims (including “Unknown Claims”) that were asserted by Plaintiffs on

their own behalf and/or on behalf of all other Class Members in the Action, or

could have been or in the future might be asserted by Plaintiffs, or the Class in the

Action or in any other court, tribunal, forum or proceeding that are based upon,

arise out of, relate in any way to, or involve, directly or indirectly, any of the

actions, events, conduct, decisions, negotiations, fairness opinions, transactions,

occurrences, statements, representations, misrepresentations, omissions,

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disclosures, allegations, facts, practices, events, claims or any other matters, things

or causes whatsoever, or any series thereof, that relate in any way to the Merger or

the Merger Agreement, including, without limitation, those that were alleged,

asserted, or claimed in the Action or which are based upon, arise out of, relate in

any way to, or involve, directly or indirectly, the events or conduct at issue in the

Action, provided, however, that the Released Claims shall not include any claims

for the enforcement of the Settlement. As to Plaintiffs, Released Plaintiffs’ Claims

shall also include all Legal Claims related to the prosecution, defense, settlement

or dismissal of the Action, including but not limited to alleged litigation

misconduct, breaches of confidentiality orders, violations of court rules, and

defamation.

u. “Released Plaintiff Parties” means (i) Plaintiffs, (ii) all

Class Members, and (iii) any of the foregoing’s respective parent entities,

controlling persons, associates, predecessors, successors, assigns, affiliates, or

subsidiaries, and each and all of their past or present officers, directors, executives,

stockholders, principals, representatives, employees, attorneys, financial or

investment advisors, consultants, accountants, auditors, investment bankers,

commercial bankers, entities providing fairness opinions, underwriters, brokers,

dealers, insurers, advisors or agents, heirs, executors, trustees, general or limited

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partners or partnerships, limited liability companies, members, managers, joint

ventures, personal or legal representatives, estates, and administrators.

v. “Released Claims” means the Released Defendants’

Claims and the Released Plaintiffs’ Claims.

w. “Released Parties” means the Released Defendant Parties

and the Released Plaintiff Parties.

x. “Scheduling Order” means the Scheduling Order,

substantially in the form attached hereto as Exhibit [A].

y. “Settlement” means the settlement contemplated by this

Stipulation.

z. “Settlement Amount” means a total amount of five

million nine hundred thousand dollars in cash ($5,900,000).

aa. “Settlement Administrator” means Epiq Systems, Inc.

bb. “Settlement Fund” means the fund consisting of the

Settlement Amount deposited in the Account.

cc. “Settlement Hearing” means the hearing to be held by the

Court to determine whether to confirm its prior certification of the Class pursuant

to Court of Chancery Rule 23 subject to the revisions set forth herein, whether

Plaintiffs and Class Counsel have adequately represented the Class, whether the

proposed Settlement should be approved as fair, reasonable and adequate, whether

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all Released Claims should be dismissed with prejudice as against the Released

Parties, whether an Order and Judgment approving the Settlement should be

entered, and whether and in what amount any Fee and Expense Award should be

paid to Plaintiffs out of the Settlement Fund.

dd. “Settlement Payment Recipients” means all Class

Members who submit a valid Proof of Claim to the Settlement Administrator by

the deadline in the Notice.

ee. “Unknown Claims” means any and all claims that

otherwise fall within the definition of Released Plaintiffs’ Claims and that

Plaintiffs or any Class Member does not know or suspect exists in his, her or its

favor at the time of the release of the Released Claims as against the Released

Defendant Parties, including without limitation those which, if known, might have

affected the decision to enter into this Settlement, and any and all claims that

otherwise fall within the definition of Released Defendants’ Claims and that any

Director Defendant does not know or suspect to exist in his or her favor at the time

of the release of the Released Claims as against the Released Plaintiff Parties,

including without limitation those which, if known, might have affected the

decision to enter into this Settlement. With respect to any of the Released Claims,

the Parties stipulate and agree that upon the Effective Date, Plaintiffs and the

Director Defendants shall expressly, and each of the Class Members shall be

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deemed to have, and by operation of the Judgment shall have, expressly waived,

relinquished and released any and all provisions, rights and benefits conferred by

or under Cal. Civ. Code § 1542 or any law of the United States or any state of the

United States or territory of the United States or other jurisdiction, or principle of

common law, which is similar, comparable or equivalent to Cal. Civ. Code § 1542,

which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

The Parties acknowledge, and the other Class Members by operation of law shall

be deemed to have acknowledged, that they may discover facts in addition to or

different from those now known or believed to be true with respect to the Released

Claims, but that it is the intention of Parties, and by operation of law the other

Class Members, to completely, fully, finally and forever extinguish any and all

Released Claims, known or unknown, suspected or unsuspected, which now exist,

or heretofore existed, or may hereafter exist, and without regard to the subsequent

discovery of additional or different facts. The Parties acknowledge, and the other

Class Members and other Released Parties by operation of law shall be deemed to

have acknowledged, that the inclusion of “Unknown Claims” in the definition of

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“Released Claims” was separately bargained for and was a key element of the

Settlement and was relied upon by the Parties in entering into this Stipulation.

B. Settlement Consideration and Administration

2. In consideration for the full and final settlement and dismissal

with prejudice of, and the release of, any and all Released Claims, the Director

Defendants and/or Comverge’s insurers shall cause to be paid a total of $5,900,000

for the benefit of the Class. $250,000 of the Settlement Amount shall be deposited

into the Account, within ten (10) business days of the later of: (i) the Court

granting the Scheduling Order; or (ii) Class Counsel and/or the Settlement

Administrator providing a W-9 for the Settlement Fund and complete information

and instructions for payment by both check and wire, and shall be used in the first

instance to administer the Settlement. The remainder of the Settlement Amount

(i.e., $5,650,000) shall, subject to Class Counsel and/or the Settlement

Administrator providing the information set out in (ii) of the preceeding sentence,

be deposited into the Account within ten (10) business days after the Effective

Date (such date the “Settlement Funding Date”). No Director Defendant, nor

Comverge, nor any other person or entity who or which paid any portion of the

Settlement Fund, nor any Released Defendant Party shall have any obligation to

pay or bear any additional amounts, expenses, costs, damages, or fees to or for the

benefit of Plaintiffs or any Class Members in connection with this Settlement,

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including but not limited to attorneys’ fees and expenses for any counsel to any

Class Member, or any costs of notice or settlement administration or otherwise.

3. The Settlement Administrator shall, subject to the jurisdiction,

direction and approval of the Court, oversee administration and distribution of the

Settlement Fund. The Settlement Administrator shall discharge its duties under

Class Counsel’s supervision. No Released Defendant Party shall have any

responsibility whatsoever for the administration of the Settlement, and no Released

Defendant Party shall have any liability whatsoever to any person, including, but

not limited to, Plaintiffs and the Class Members, for fees or expenses charged by

the Settlement Administrator or otherwise in connection with any such

administration.

4. Under the supervision of Class Counsel, the Settlement

Administrator shall provide Notice of the proposed Settlement and distribute the

Settlement Fund on a pro rata basis as set forth herein, as approved by the Court.

Within five (5) business days of execution of this Stipulation, Comverge shall

provide or cause to be provided to Class Counsel and/or the Settlement

Administrator stockholder information from its transfer agent as appropriate for

providing Notice to the Class. The Settlement Administrator shall mail the Notice

to each such person as set forth in such records, or who otherwise may be

identified through further reasonable effort. The Notice shall request that

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brokerage firms, banks and other persons or entities who are members of the Class

in their capacities as record holders, but not as beneficial owners, send the Notice

promptly to beneficial owners.

5. Class Counsel may pay from the Settlement Fund, without

further approval from the Director Defendants, Comverge, or further order of the

Court, up to $250,000 for Administrative Costs actually and reasonably incurred.

In the event that the Settlement is terminated pursuant to the terms of this

Stipulation, any amounts reasonably paid or reasonably incurred pursuant to this

Paragraph (except for fees paid to Class Counsel, if any) shall not be returned or

repaid to the Director Defendants, or any other person who paid any portion of the

Settlement Amount into the Account.

6. Subject to Paragraph [9] below, the Settlement Fund shall be

applied as follows:

a. To pay all Administrative Costs reasonably incurred;

b. Subject to the approval and further order(s) of the Court,

to pay to Plaintiffs any Fee and Expense Award;

c. To pay any Taxes and/or Tax Expenses (as defined

below) owed by the Settlement Fund; and

d. Subject to the approval and further order(s) of the Court,

to distribute the balance of the Net Settlement Fund to the Class Members as

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provided in the Plan of Allocation (as defined below), or as otherwise ordered by

the Court.

7. The Net Settlement Fund shall be allocated among all Class

Members pursuant to the terms of this Paragraph (the “Plan of Allocation”). Under

the supervision of Class Counsel, the Settlement Administrator shall make

distributions from the Account to the Settlement Payment Recipients in the

following manner and subject to the following conditions as soon as reasonably

practicable after the Effective Date.

a. The Net Settlement Fund shall be allocated on a pro-rata

per-share basis amongst the Settlement Payment Recipients who have submitted a

valid Proof of Claim (except that distributions that would result in payment less

than five dollars ($5) will not be paid) by the deadline provided in the Notice,

based on the number of Comverge common stock held by the applicable

Settlement Payment Recipient upon the date of Closing (the “Initial Distribution”).

The Director Defendants shall have no input, responsibility or liability for any

claims, payments or determinations by the Settlement Administrator with respect

to Class Member claims for payment under this Settlement.

b. Any Class Member who does not submit a valid Proof of

Claim by the deadline provided in the Notice will not be entitled to receive any

distribution from the Settlement Fund, but will otherwise be bound by all of the

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terms of this Stipulation and the Settlement, and the releases provided for herein,

and will be permanently barred and enjoined from bringing any action, claim or

other proceeding of any kind against the Released Parties with respect to the

Released Claims.

c. If Class Counsel and/or the Settlement Administrator

have made reasonable efforts to provide for Settlement Payment Recipients to

claim their payments, any amount of the Net Settlement Fund that remains

unclaimed by the Settlement Payment Recipients after a period of six (6) months

after the Initial Distribution, if economically feasible, will be re-disbursed by the

Settlement Administrator for payment to all Settlement Payment Recipients who

claimed their payments in the Initial Distribution, on a pro rata per share basis

(except that supplemental distributions that would result in payment less than five

dollars ($5) will not be paid). If a re-disbursement is not economically feasible or

if funds still remain after a supplemental distribution, then any such unclaimed

amount of the Net Settlement Fund shall be transferred to the Delaware

Department of Finance, Office of Unclaimed Property for handling in accordance

with the State’s laws of interstate escheat.

d. The Account shall be deemed to be in the custody of the

Court, and it will remain subject to the jurisdiction of the Court until such time as it

is distributed or returned pursuant to the terms of this Stipulation and/or further

26

order of the Court. The Settlement Administrator shall, subject to the jurisdiction,

direction and approval of the Court, oversee administration and distribution of the

Account.

e. Class Counsel will apply to the Court, on notice to the

Director Defendants’ counsel, for a Class Distribution Order approving the

Settlement Administrator’s administrative determinations concerning the

acceptance and rejection of the claims submitted herein, approving any

Administration Costs not previously paid, and directing payment of the Net

Settlement Fund to Settlement Payment Recipients.

f. The Settlement Administrator shall process each Proof of

Claim received and, after entry of the Class Distribution Order, distribute the Net

Settlement Fund to the Settlement Payment Recipients.

g. For purposes of determining the extent, if any, to which a

Class Member shall be entitled to be treated as a Settlement Payment Recipient the

following conditions shall apply:

i. Each Class Member shall be required to submit a

Proof of Claim. If the Class Member’s stock ownership differs

from the stockholder list provided by Comverge, the Proof of

Claim must be supported by such documents as are designated

therein including proof of the stock ownership claimed or such

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other documents or proof as the Settlement Administrator, in its

discretion, may deem acceptable. Class Counsel shall have the

right, but not the obligation, to advise the Settlement

Administrator to waive what Class Counsel deem to be formal

or technical defects in any Proof of Claim submitted in the

interests of achieving substantial justice;

ii. Each Proof of Claim must be submitted by the date

specified in the Notice, unless such period is extended by Class

Counsel or Order of the Court. Any Class Member who fails to

submit a Proof of Claim by such date shall be forever barred

from receiving any payment pursuant to this Stipulation (unless,

by Order of the Court, a later submitted Proof of Claim by such

Class Member is approved), but shall in all other respects be

bound by all of the terms of this Stipulation and the Settlement,

including the terms of the Judgment. Provided that it is

received before the motion for the Class Distribution Order is

filed, a Proof of Claim shall be deemed to have been submitted

when posted, if received with a postmark indicated on the

envelope and if mailed by first-class mail and addressed in

accordance with the instructions thereon. In all other cases, the

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Proof of Claim shall be deemed to have been submitted when

actually received by the Settlement Administrator;

iii. Each Proof of Claim shall be submitted to and

reviewed by the Settlement Administrator, who shall determine

in accordance with this Stipulation and the approved Plan of

Allocation the extent, if any, to which each claim shall be

allowed, subject to review by the Court;

iv. Any Proof of Claim that does not meet the

submission requirements may be rejected. Prior to rejection of

a Proof of Claim, the Settlement Administrator shall

communicate with the claimant in order to attempt to remedy

any curable deficiencies in the Proof of Claim submitted. The

Settlement Administrator shall notify, in a timely fashion and in

writing, each claimant whose Proof of Claim it proposes to

reject in whole or in part, setting forth the reasons therefor, and

shall indicate in such notice that the claimant whose claim is to

be rejected has the right to a review by the Court if the claimant

so desires and complies with the requirements of

subparagraph (v) below;

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v. If any claimant whose claim has been rejected in

whole or in part desires to contest such rejection, the claimant

must, within twenty (20) calendar days after the date of mailing

of the notice required in subparagraph (iv) above, serve upon

the Settlement Administrator a notice and statement of reasons

indicating the claimant’s grounds for contesting the rejection

along with any supporting documentation, and requesting a

review thereof by Class Counsel. If a dispute concerning a

claim cannot be otherwise resolved, Class Counsel shall

thereafter present the request for review and decision to the

Court on notice to the claimant; and

h. This is not a claims-made settlement. Upon the Effective

Date, neither the Defendants, nor any other person or entity who or which paid any

portion of the Settlement Fund, shall have any right to the return of the Settlement

Fund or any portion thereof irrespective of the number of Claims filed, the

collective damages of Settlement Payment Recipients, the percentage of recovery

of damages, or the amounts paid to Settlement Payment Recipients from the Net

Settlement Fund.

8. Neither the Director Defendants nor any other Released

Defendant Party shall take any position on or have any involvement with the

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proposed Plan of Allocation so long as the proposed Plan of Allocation remains as

reflected herein. Any modification of the proposed Plan of Allocation by the Court

shall not affect the enforceability of the Stipulation, provide any of the Parties with

the right to terminate the Settlement, impose an obligation on any of the Director

Defendants or the other Released Defendant Parties to increase the consideration

paid in connection with the Settlement or affect or delay the binding effect,

effectiveness, or finality of the Judgment and the release of the Released Claims.

Finality of the Settlement shall not be conditioned on any ruling by the Court or

any appellate court solely concerning any plan of allocation.

9. Payment from the Settlement Fund made pursuant to and in the

manner set forth herein shall be deemed conclusive compliance with this

Stipulation. No Class Member shall have any claim against Plaintiffs, Class

Counsel, the Director Defendants, Comverge, the Released Parties, the Settlement

Administrator, or any of their counsel, based on the distributions made

substantially in accordance with this Stipulation and/or orders of the Court. The

Released Parties shall have no liability whatsoever for the investment of the

Settlement Fund, notice to the Class, the administration of the Settlement Fund, the

calculation of any distribution from the Settlement Fund, or the nonperformance of

the Settlement Administrator, nor shall they have any liability whatsoever for the

31

payment or withholding of Taxes (including interest and penalties) owed by the

Class Members or any losses incurred in connection therewith.

C. Scope of the Settlement

10. Upon the Effective Date and the occurrence of all of the other

events referenced in Paragraph [14] below, the Action shall be dismissed with

prejudice, with each Party to bear its own costs and expenses, except as otherwise

expressly provided in this Stipulation. Notwithstanding the preceding sentence,

nothing in this Stipulation shall modify, amend, change or otherwise reduce the

scope, nature, right or entitlement to reimbursement or advancement of fees and

expenses to any Defendant provided as a result of Comverge’s Bylaws or other

governing documents, the Merger Agreement, applicable law, any policy of

insurance, or any other contract providing for similar reimbursement or

advancement.

11. Upon the Effective Date and the occurrence of all of the other

events referenced in Paragraph [14] below, Plaintiffs and all Class Members and

their respective successors-in-interest, successors, predecessors-in-interest,

predecessors, representatives, trustees, executors, administrators, estates, heirs,

assigns or transferees, in their capacities as such, and any person or entity acting

for or on behalf of, or claiming under, any of them, and each of them, shall be

deemed by operation of law to have fully, finally and forever released, settled and

32

discharged the Released Defendant Parties and all of their respective counsel from

and with respect to the Released Plaintiffs’ Claims, and shall forever be barred and

enjoined from commencing, instigating, instituting, maintaining, prosecuting,

asserting, or participating in any action or other proceeding in any court of law or

equity, arbitration tribunal, or administrative forum, or other forum of any kind,

whether individual, class, derivative, representative, legal, equitable, or in any

other capacity, asserting any of the Released Plaintiffs’ Claims against any of the

Released Defendant Parties.

12. Upon the Effective Date and the occurrence of all of the other

events referenced in Paragraph [14] below, the Director Defendants and their

respective successors-in-interest, successors, predecessors-in-interest,

predecessors, representatives, trustees, executors, administrators, estates, heirs,

assigns or transferees, in their capacities as such, and any person or entity acting

for or on behalf of, or claiming under, any of them, and each of them, and any and

all of the other Released Defendant Parties, shall be deemed by operation of law to

have fully, finally and forever released, settled and discharged each and every one

of the Released Defendants’ Claims, and shall forever be barred and enjoined from

commencing, instituting or prosecuting any of the Released Defendants’ Claims,

against any of the Released Plaintiff Parties.

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D. Submission of the Settlement to the Court for Approval

13. As soon as practicable after this Stipulation has been executed,

Plaintiffs and the Director Defendants shall jointly apply to the Court for entry of

the Scheduling Order in the form attached hereto as Exhibit [A], among other

things: (i) approving and providing for the mailing of the Notice and Proof of

Claim substantially in the form attached hereto as Exhibits [B] and [C] and

scheduling the Settlement Hearing to consider: (a) the proposed Settlement, (b) the

joint request of the Parties that the Judgment be entered substantially in the form

attached hereto as Exhibit [D], (c) Plaintiffs’ application for a Fee and Expense

Award, and (d) any objections to the foregoing; and (ii) staying the prosecution of

the Action pending further order of the Court. The Parties agree to take all

reasonable and appropriate steps to seek and obtain entry of the Scheduling Order.

At the Settlement Hearing, the Parties shall jointly request that the Judgment be

entered substantially in the form attached hereto as Exhibit [D].

E. Conditions of Settlement

14. This Stipulation shall be subject to the following conditions

and, except as provided in Paragraphs [19] and [20], shall be canceled and

terminated unless:

a. the Court enters the Scheduling Order substantially

attached hereto as Exhibit [A];

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b. the Court enters the Judgment substantially in the form

attached hereto as Exhibit [D] and dismisses the Action with prejudice;

c. the Effective Date occurs; and

d. the full Settlement Amount is deposited in the Account

by the Settlement Funding Date.

F. Attorneys’ Fees and Expenses

15. Plaintiffs intend to petition the Court for a Fee and Expense

Award (the “Fee and Expense Application”). The Fee and Expense Application

will seek (a) reimbursement of Class Counsel’s expenses; (b) an award of

attorneys’ fees not to exceed 25% of the Settlement Fund based on the financial

recovery to the Class; (c) an award of attorney’s fees not to exceed $300,000 based

on the disclosures filed by Comverge with the SEC on May 1, 2012 to address

Plaintiffs’ disclosure claims in connection with the Tender Offer; and (d) an award

payable to Plaintiffs in the aggregate amount of $10,000. Any Fee and Expense

Award shall be paid solely from the Settlement Fund and reduce the settlement

consideration paid to the Class Members accordingly. The Director Defendants

agree to not oppose the Fee and Expense Application. The Parties acknowledge

and agree that any Fee and Expense Award shall be paid solely from the Account

to Plaintiffs within the later of five (5) calendar days (i) of the Court’s order on the

Fee and Expenses Award becoming Final or (ii) the Settlement Funding Date,

35

provided, however, that in the event that the Fee and Expense Award is

disapproved, reduced, reversed or otherwise modified, whether on appeal, further

proceedings on remand, successful collateral attack or otherwise, the Plaintiffs

shall, within five (5) business days after Plaintiffs receive notice of any such

disapproval, reduction, reversal or other modification, return to the Settlement

Fund the difference between the amount of the Fee and Expense Award awarded

by the Court and any attorneys’ fees, litigation expenses and/or special award

ultimately and finally awarded on appeal, further proceedings on remand or

otherwise. The Parties acknowledge that the costs of administering the Settlement

may include attorneys’ fees and expenses and that such costs may be paid from the

Settlement Fund. Any such attorneys’ fees and expenses will be presented to the

Court in connection with Court approval of the accounting and Class Distribution

Order referred to in Paragraph [7]. With the exception of the attorneys’ fees and

expenses referenced in the preceding two sentences, the Fee and Expense

Application shall be the only petition for attorneys’ fees and expenses filed by or

on behalf of Plaintiffs or Class Counsel in connection with the Action. In no event

shall any of the Released Defendant Parties be obligated to pay any of such

attorneys’ fees and expenses to Plaintiffs or Class Counsel as it is expressly

understood that all such payments will be made out of the Settlement Fund. It is

not a condition of this Stipulation that the Fee and Expense Application be granted.

36

The Fee and Expense Application may be considered separately from the proposed

Settlement. Any disapproval or modification of the Fee and Expense Application

by the Court or on appeal shall not affect or delay the enforceability of this

Stipulation, provide any of the Parties with the right to terminate the Settlement, or

affect or delay the binding effect or finality of the Judgment and the release of the

Released Claims. Class Counsel warrants that no portion of any award of

attorneys’ fees or expenses shall be paid to Plaintiffs or any Class Member, except

as may be approved by the Court.

G. Stay Pending Court Approval

16. Pending Court approval of the Settlement, the Parties agree to

stay any and all proceedings in the Action other than those incident to the

Settlement. The Parties also agree to use their reasonable best efforts to prevent,

stay or seek dismissal of or oppose entry of any interim or final relief in favor of

any Class Member in any other litigation against any of the Released Parties which

challenges the Settlement or otherwise involves, directly or indirectly, a Released

Claim.

17. Except as necessary to pursue the Settlement, pending final

determination of whether the Settlement should be approved, all Parties agree not

to institute, commence, prosecute, continue, or in any way participate in, whether

37

directly or indirectly, representatively, individually, or in any other capacity, any

action or other proceeding asserting any Released Claims.

18. Notwithstanding Paragraphs [16] and [17], nothing herein shall

in any way impair or restrict the rights of any Party to defend this Settlement or to

otherwise respond in the event any Person objects to the Settlement, the proposed

Judgment to be entered, or, in the case of the Plaintiffs solely, the Fee and Expense

Application.

H. Effect of Disapproval, Cancellation or Termination

19. If either (a) the Court does not enter the Judgment in

substantially the form of Exhibit [D], (b) the Court enters the Judgment but on or

following appellate review the Judgment is modified or reversed in any material

respect, or (c) any of the other conditions of Paragraph [14] is not satisfied, this

Stipulation shall be cancelled and terminated unless counsel for each of the Parties

to this Stipulation, within ten (10) business days from receipt of such ruling or

event, agrees in writing with counsel for the other Parties to proceed with this

Stipulation and Settlement, including only with such modifications, if any, as to

which all other Parties in their sole judgment and discretion may agree. For

purposes of this Paragraph, an intent to proceed shall not be valid unless it is

expressed in a signed writing. For purposes of this Paragraph, neither a

modification nor a reversal on appeal of the amount awarded pursuant to the Fee

38

and Expense Application shall be deemed a material modification of the Judgment

or this Stipulation.

20. If either: (i) this Stipulation is canceled or terminated pursuant

to its terms, (ii) the conditions to the Settlement set forth in Paragraph [14] above

are not satisfied, or (iii) the Settlement does not become final for any reason:

a. The Settlement Fund paid or due with respect to such

amounts, less any Administrative Costs actually incurred and paid or payable, and

less any escrow fees or costs actually incurred and paid or payable, shall be

refunded to the source of payment within ten (10) business days after such

cancellation or termination;

b. All of the Parties to this Stipulation shall be deemed to

have reverted to their respective litigation status immediately prior to April 13,

2017, they shall negotiate a new scheduling order in good faith, and they shall

proceed in all respects as if the Stipulation had not been executed and the related

orders had not been entered, and in that event all of their respective claims and

defenses as to any issue in the Action shall be preserved without prejudice in any

way; and

c. Plaintiffs agree that this Stipulation, and any statements

made in connection with the negotiation of this Stipulation, shall not be used to

39

establish liability or the amount of any damages in the Action, other than as

otherwise expressly provided herein.

I. Investment of the Settlement Fund

21. The Settlement Fund shall be deemed to be in the custody of

the Court and will remain subject to the jurisdiction of the Court until such time as

it is distributed or returned pursuant to the terms of this Stipulation and/or further

order of the Court.

J. Tax Treatment

22. The Settlement Fund is intended to be a “qualified settlement

fund” within the meaning of Treasury Regulation § 1.468B-1, and the Parties shall

so treat it, and the Settlement Administrator, as administrators of the Account

within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be responsible

for filing any required tax returns for the Account and paying from the Account

any taxes, including any interest or penalties thereon (the “Taxes”), owed with

respect to the Account. In addition, the Settlement Administrator and Class

Counsel, and the Parties, as required, shall do all things that are necessary or

advisable to carry out the provisions of this Paragraph.

23. All Taxes arising with respect to the Settlement Fund and any

expenses and costs incurred in connection with the payment of Taxes pursuant to

this Paragraph (including, without limitation, expenses of tax attorneys and/or

40

accountants and mailing, administration and distribution costs and expenses

relating to the filing or the failure to file all necessary or advisable tax returns (the

“Tax Expenses”)) shall be paid out of the Settlement Fund. None of the Director

Defendants, the Released Parties or the Settlement Administrator shall have any

liability or responsibility for the Taxes or the Tax Expenses. The Settlement

Administrator shall timely and properly file all informational and other tax returns

necessary or advisable with respect to the Settlement Fund and the distributions

and payments therefrom, including, without limitation, the tax returns described in

Treasury Regulation § 1.468B-2(k), and to the extent applicable, Treasury

Regulation § 1.468B-2(l). All tax returns shall be consistent with the terms herein

and in all events shall reflect that all Taxes shall be paid out of the Settlement

Fund. The Settlement Administrator shall also timely pay any required Taxes and

Tax Expenses out of the Settlement Fund, and are authorized to withdraw, with the

consent of Class Counsel but without prior consent of the Director Defendants or

order of the Court, from the Account amounts necessary to pay Taxes and Tax

Expenses. The Director Defendants agree to timely provide to Class Counsel and

the Settlement Administrator the statement described in Treasury Regulation §

1.468B-3(e).

41

K. Miscellaneous Provisions

24. Neither the Director Defendants, Comverge, nor any Released

Defendant Party shall have any responsibility or liability for the acts or omissions

of Class Counsel or any of their agents, as described herein. Neither the Director

Defendants, Comverge, nor any Released Defendant Party shall be liable for any

attorneys’ fees or costs for which Plaintiffs or any Class Member petitions for

reimbursement in the Action, including but not limited to any request pursuant to

Paragraph [15] of this Stipulation. Any ensuing award of fees or costs in the

Action shall be satisfied solely from the Settlement Fund.

25. All of the Exhibits referred to herein shall be incorporated by

reference as though fully set forth herein.

26. This Stipulation may be amended or modified only by a written

instrument signed by counsel for all Parties or their successors.

27. The Parties represent and agree that the terms of the Settlement

were negotiated at arm’s length and in good faith by the Parties, and reflect a

settlement that was reached voluntarily based upon adequate information and

sufficient discovery and after consultation with experienced legal counsel.

Plaintiffs and the Director Defendants agree not to assert in any forum that the

Action was brought by Plaintiffs or defended by the Director Defendants in bad

faith or without a reasonable basis.

42

28. Each Released Party denies any and all allegations of its or his

wrongdoing, fault, liability or damage in the Action. Neither this Stipulation, nor

the fact or any terms of the Settlement, is evidence, or an admission or concession

by any Party in the Action, any signatory hereto or any Released Party, of any

matter (except as specifically set forth in this Stipulation), including any fault,

liability or wrongdoing whatsoever, as to any facts or claims alleged or asserted in

the Action, or any other actions or proceedings. This Stipulation is not a finding or

evidence of the validity or invalidity of any claims or defenses in the Action or any

wrongdoing by any of the Director Defendants or any damages or injury to any

Class Members. Nothing in this Stipulation constitutes an admission of any factual

allegations, litigation misconduct or wrongdoing by any party.

29. To the extent permitted by law, all agreements made and orders

entered during the course of the Action relating to the confidentiality of documents

or information shall survive this Stipulation.

30. The waiver by any Party of any breach of this Stipulation by

any other Party shall not be deemed a waiver of any other prior or subsequent

breach of any provision of this Stipulation by any other Party.

31. This Stipulation and the Exhibits constitute the entire settlement

agreement between the Plaintiffs, on the one hand, and the Director Defendants, on

the other hand, and supersede any prior term sheets and agreements among

43

Plaintiffs, on the one hand, and the Director Defendants, on the other hand, with

respect to the settlement of the Action. No representations, warranties or

inducements have been made to or relied upon by any Party concerning this

Stipulation or its Exhibits, other than the representations, warranties and covenants

expressly set forth in such documents.

32. This Stipulation may be executed in one or more counterparts,

including by facsimile and electronic mail.

33. The Parties and their respective counsel of record agree that

they will use their reasonable best efforts to obtain all necessary approvals of the

Court required by this Stipulation (including, but not limited to, using their

reasonable best efforts to resolve any objections raised to the Settlement).

34. Plaintiffs represent and warrant that Plaintiffs are members of

the Class and that none of Plaintiffs’ claims or causes of action referred to in this

Stipulation have been assigned, encumbered, or otherwise transferred in any

manner in whole or in part.

35. Where this Stipulation creates obligations for specified Parties,

only those specified Parties are responsible for the obligations.

36. Each counsel signing this Stipulation represents and warrants

that such counsel has been duly empowered and authorized to sign this Stipulation

on behalf of his or her clients.

44

37. This Stipulation shall be binding upon and shall inure to the

benefit of the Parties and the Class (and, in the case of the releases, all Released

Parties) and the respective legal representatives, heirs, executors, administrators,

transferees, successors and assigns of all such foregoing persons or entities and

upon any corporation, partnership, or other entity into or with which any Party may

merge, consolidate or reorganize.

38. This Stipulation, the Settlement, and any and all disputes

arising out of this Stipulation or Settlement, whether in contract, tort or otherwise,

shall be governed by and construed in accordance with the laws of the State of

Delaware, without regard to conflicts of law principles. Any action or proceeding

arising out of this Stipulation or the Settlement, or to enforce any of the terms of

the Stipulation or Settlement, shall (i) be brought, heard and determined

exclusively in the Court, which shall retain jurisdiction over the Parties and all

such disputes (provided that, in the event that subject matter jurisdiction is

unavailable in the Court, then any such action or proceeding shall be brought,

heard and determined exclusively in any other state or federal court sitting in

Wilmington, Delaware), and (ii) shall not be litigated or otherwise pursued in any

forum or venue other than the Court (or, if subject matter jurisdiction is

unavailable in the Court, then in any forum or venue other than any other state or

federal court sitting in Wilmington, Delaware). Each Party hereto (1) consents to

45

personal jurisdiction in any such action (but no other action) brought in the Court

or, if subject matter jurisdiction is unavailable in the Court, any such action

brought in any other state or federal court sitting in Wilmington, Delaware; (2)

consents to service of process by registered mail upon such Party and/or such

Party’s agent; (3) waives any objection to venue in the Court or Delaware and any

claim that Delaware or the Court is an inconvenient forum; and (4) expressly

waives any right to demand a jury trial as to any dispute described in this

Paragraph. Nothing in this Paragraph shall affect the applicable law or available

forum (i) with respect to any other agreements that survive this Stipulation and the

Settlement, or (ii) for claims that are neither released nor created hereby.

46

Of Counsel: James S. Notis Jennifer Sarnelli GARDY & NOTIS, LLP 126 East 56th Street, 8th Floor New York, New York 10022 (212) 905-0509 Co-Lead Counsel for Plaintiffs Shannon L. Hopkins LEVI & KORSINSKY LLP 30 Broad Street, 24th Floor New York, New York 10004 (212) 363-7500 Co-Lead Counsel for Plaintiffs Juan E. Monteverde MONTEVERDE & ASSOCIATES PC The Empire State Building 350 Fifth Avenue, Suite 4405 New York, New York 10118 (212) 971-1341 Additional Counsel for Plaintiffs

/s/Michael Van Gorder Michael Van Gorder (#6214) FARUQI & FARUQI, LLP 20 Montchanin Road, Suite 145 Wilmington, Delaware 19807 (302) 482-3182 Co-Lead Counsel for Plaintiffs Carmella P. Keener (#2810) P. Bradford deLeeuw (#3569) ROSENTHAL, MONHAIT & GODDESS, P.A. 919 North Market Street, Suite 1401 Wilmington, Delaware 19801 (302) 656-4433 Co-Liaison Counsel for Plaintiffs Seth D. Rigrodsky (#3147) Brian D. Long (#4347) RIGRODSKY & LONG, P.A. 2 Righter Parkway, Suite 120 Wilmington, Delaware 19803 (302) 295-5310 Co-Liaison Counsel for Plaintiffs

47

/s/ Edward M. McNally Edward M. McNally (#614) Patricia A. Winston (#5248) MORRIS JAMES LLP 500 Delaware Avenue, Suite 1500 Wilmington, Delaware 19801 (302) 888-6800 Counsel for Defendants Alec G. Dreyer, Joseph M. O’Donnell, John McCarter, R. Blake Young, Nora Mead Brownell, A. Laurence Jones, John Rego, Rudolf J. Hoefling, and James J. Moore

Dated: May 26, 2017