*** Indicates material has been omitted pursuant to a Confidential Treatment Request filed with the
Securities and Exchange Commission. A complete copy of this agreement has been filed separately
with the Securities and Exchange Commission.
JOINT VENTURE MASTER AGREEMENT
THIS JOINT VENTURE MASTER AGREEMENT, dated June 11, 2010 (this “ Master Agreement ”),
is entered into by COMVERGE, INC. , a Delaware corporation (“ Comverge ”); and PROJECTS
INTERNATIONAL, INC., a District of Columbia corporation (“ PI ”).
Comverge and PI have determined that they would benefit from a strategic alliance arrangement between
their respective organizations under which the parties will identify and jointly pursue opportunities for demand
response, smartgrid and energy efficiency projects in the specific countries identified in this Master
Agreement. PI, directly or through its designated Affiliate, will have primary responsibility for identifying,
pursuing, negotiating, and executing such projects in the identified countries, and Comverge will provide key
operations consulting, hardware and software technology, marketing support, trade name and intellectual
property licensing as contemplated under this Master Agreement.
Defined terms used in this Master Agreement have the meaning specified in Exhibit A (Defined Terms).
The Parties agree as follows:
1. Local Country Joint Venture Entities . PI will *** in the Territory. The Parties anticipate that if
they mutually agree to pursue a Project in a country in the Territory, then the Parties (or their
respective Affiliates) will form a joint venture entity in such country (each, a “ Local Country JV
Entity ”) to execute the Project (if a Local Country JV Entity does not already exist in that
country). PI (or a PI Affiliate) will *** of each Local Country JV Entity, and Comverge (or a
Comverge Affiliate) will *** of each Local Country JV Entity. The P