UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

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)

March 26, 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 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).

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The Statement on Schedule 13D originally filed with the Securities and Exchange Commission on February 27, 2012 (the “Statement”) by the persons named therein is hereby amended and supplemented by this Amendment No. 1 to Schedule 13D (the “Amendment”) as described below. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement.

Item 2 of the Statement is hereby amended and restated in its entirety as follows:

This Amendment 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) Peak Holding Corp. (“Peak”), a Delaware corporation;

(d) H.I.G. Bayside Debt & LBO Fund II, L.P., a Delaware limited partnership (“Fund II”);

(e) H.I.G. Bayside Advisors II, LLC, a Delaware limited liability company (“Advisors II”);

(f) H.I.G.-GPII, Inc., a Delaware corporation (“GP II”);

(g) Sami W. Mnaymneh; and

(h) Anthony A. Tamer.

The entities and persons set forth in clauses (a) through (h) 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 Amendment 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 Amendment 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 Amendment. 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. Peak is controlled by Fund II. The general partner of Fund II is Advisors II, the manager of Advisors II is GP II, and Messrs. Tamer and Mnaymneh are co-presidents of GP II.

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:

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

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Peak Holding Corp.

Peak is a Delaware corporation which was formed for the specific purpose of effecting transactions regarding the Issuer and has not engaged in any activities except in connection with these transactions. Peak is controlled by Fund II. The principal office of Peak is located at 1450 Brickell Avenue, 31st Floor, Miami, FL 33131.

The directors and executive officers of Peak are as follows:

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

H.I.G. Bayside Debt & LBO Fund II, L.P.

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

H.I.G. Bayside Advisors II, LLC

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

H.I.G. GP-II, Inc.

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

The directors and executive officers of GP II are as follows:

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 and GP II.

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.

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.

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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 of the Statement is hereby amended and restated in its entirety as follows:

The purchase of the Senior Convertible Note (as defined below) by Holdings II was funded by a contribution of capital from Fund II, an 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. The purchase of the Subordinated Convertible Note (as defined below) by Peak was funded by a contribution of capital from Fund 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 of the Statement is hereby amended as follows:

As previously disclosed in the Statement 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 “Senior Convertible Note”). Holdings II paid PFG $7,650,000 for 51% of the Senior Convertible Note. The Senior Convertible Note has a principal amount of $15,000,000 and is convertible into 2,747,252 shares of Common Stock (the “Senior Note Shares”), at a conversion price of $5.46 per share. For eighteen months from the Effective Date, PFG had the option to sell the remaining 49% of the Senior Convertible Note to Holdings II, and Holdings II had the option to purchase the remaining 49% of the Senior Convertible Note from PFG, in each case at a price equal to the aggregate principal amount at par value plus $1,500,000.

On February 21, 2012, PFG delivered to the Company a notice that the Senior Convertible Note was in default.

On March 8, 2012, Holdings II and PFG entered into an Assignment and Assumption Agreement (the “Second Assignment Agreement”) pursuant to which PFG sold the remaining 49% of the Senior Convertible Note to Holdings II for $8,850,000. The foregoing description of the Second Assignment Agreement is qualified in its entirety by reference to the full terms of the Assignment Agreement, which is attached as Exhibit 99.4 and is incorporated herein by reference.

On March 26, 2012, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Peak Merger Corp. (“Peak Merger”), Peak and the Issuer, pursuant to which Peak Merger will commence a tender offer (the “Offer”) to purchase all of the outstanding Common Stock at a price of $1.75 net per share in cash, less any applicable withholding taxes and without interest (the “Offer Price”), upon the terms and subject to the conditions to be set forth in an Offer to Purchase and in a related Letter of Transmittal. In connection

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with the Merger Agreement, the Issuer also entered into a Note Purchase and Security Agreement (the “Note Purchase Agreement”), by and among the Issuer and certain of its subsidiaries named therein, and Peak, pursuant to which Peak purchased a $12,000,000 Subordinated Secured Convertible Note (the “Subordinated Convertible Note”). The Subordinated Convertible Note is convertible into 19.99% of the outstanding shares of Common Stock, or 6,873,562 shares (the “Subordinated Note Shares”), at a conversion price of $1.40 per share, until the Issuer obtains stockholder approval for the issuance of additional shares of Common Stock pursuant to the Note Purchase Agreement. If the stockholders of the Issuer approve the issuance of additional shares of Common Stock pursuant to the Note Purchase Agreement, the entire principal amount of the Subordinated Convertible Note would be convertible into 8,571,428 shares of Common Stock. The Subordinated Convertible Note cannot be converted into Subordinated Note Shares until either (i) Peak Merger accepts for purchase the shares Common Stock of the Issuer tendered in the Offer or (ii) the Merger Agreement is terminated.

The closing of the Offer is conditioned upon, among other things, there being validly tendered, in accordance with the terms of the Offer, a number of shares of Common Stock which, together with Common Stock then owned by Peak and Peak Merger (if any), represents a majority of the issued and outstanding Common Stock plus all Common Stock which the Issuer may be required to issue to holders of the Issuer’s stock options and warrants, as the closing of the Offer.

Pursuant to the Merger Agreement, the Issuer has granted Peak and Peak Merger an irrevocable option to purchase (the “Top-Up Option”), at a price per share equal to the Offer Price, a number of shares of Common Stock equal to the number of shares that, when added to the number of shares owned by Peak and Peak Merger at the time of exercise, constitutes one share more than the number of shares necessary for Peak Merger to be merged into the Issuer in a short-form merger pursuant to Section 253 of the Delaware General Corporation Law (a “Short-Form Merger”), i.e., 90% of the shares of Common Stock then outstanding after giving effect to the issuance of such shares. Following the consummation of the Offer and the satisfaction or waiver of each of the applicable conditions set forth in the Merger Agreement, Peak Merger will exercise the Top-Up Option (if necessary to effect a Short-Form Merger) and the Issuer will effect the Short-Form Merger, with the Issuer as the surviving corporation in the Short-Form Merger continuing as a wholly-owned subsidiary of Peak. If Peak Merger is unable to effect a Short-Form Merger, and all other conditions set forth in the Merger Agreement have been satisfied or waived, the Issuer will merge with and into Peak Merger (the “Merger”) with the Issuer as the surviving corporation in the Merger continuing as a wholly-owned subsidiary of Peak. As a result of the Merger, or the Short-Form Merger, as the case may be, each outstanding share of Common Stock (other than shares owned by Peak, Peak Merger or the Issuer, or by any stockholder of the Issuer who or which is entitled to and properly exercises appraisal rights under Delaware law) will be converted into the right to receive the Offer Price at the effective time of the Merger or the Short-Form Merger, as the case may be (the “Effective Time”). The consummation of the Merger or the Short-Form Merger, as the case may be, is subject to certain closing conditions, including, in the case of the Merger, approval by the Issuer’s stockholders.

In connection with entry into the Merger Agreement, on March 26, 2012, Holdings II and the Issuer entered into a Forbearance Agreement (the “Holdings II Forbearance Agreement”) with respect to the Senior Convertible Note, and Peak and the Issuer entered into a Forbearance Agreement with respect to the Subordinated Convertible Note (the “Peak Forbearance Agreement” and, together with the Holdings II Forbearance Agreement, the “Forbearance Agreements”). Pursuant to the Forbearance Agreements, Holdings II and Peak have agreed to forbear from exercising certain rights and remedies each may have under the Senior Convertible Note and the Subordinated Convertible Note, respectively, for a certain period time. In addition, each of the Forbearance Agreements provide for certain events and circumstances in which the Issuer may prepay, or Holdings II or Peak may request prepayment, of all amounts outstanding under the Senior Convertible Note and the Subordinated Convertible Note, respectively including, in some cases, a prepayment premium.

The foregoing description of the Note Purchase Agreement, the Merger Agreement, the Holdings II Forbearance Agreement and the Peak Forbearance Agreement is qualified in its entirety by reference to the full terms of the Note Purchase Agreement, the Merger Agreement, the Holdings II Forbearance Agreement and the Peak Forbearance Agreement, which are attached as Exhibits 99.5, 99.6, 99.7 and 99.8, respectively, and are incorporated herein by reference.

The purpose of the Offer is to acquire control of, and the entire equity interest in, the Issuer. If the Offer is consummated, Peak will be entitled to designate a number of persons to the board of directors that reflects Peak’s proportionate voting interest in the Issuer. The purpose of the Merger or the Short-Form Merger, as the case may be, is to acquire all outstanding shares of Common Stock not tendered and purchased pursuant to the Offer. All Common Stock acquired by Peak Merger pursuant to the Offer will be retained by Peak Merger pending the Merger or the Short-Form Merger, as the case may be. After the consummation of the Offer, Peak Merger intends to consummate the Merger or the Short-Form Merger, as the case may be, as promptly as practicable, subject to the satisfaction of certain conditions. Upon the consummation of the Merger or the Short-Form Merger, as the case may be, (i) the Surviving Corporation will become a wholly-owned subsidiary of Peak and (ii) each outstanding share of Common Stock (other than shares owned by Peak, Peak Merger or the Issuer, or by any stockholder of the Issuer who or which is entitled to and properly exercises appraisal rights under Delaware law) will be converted into the right to receive the Offer Price.

At the Effective Time and pursuant to the Merger Agreement, the Issuer’s certificate of incorporation will be amended and restated in its entirety to read identically to the certificate of incorporation of Peak Merger as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation will be “Comverge, Inc.”, and the by–laws of Peak Merger as in

effect immediately prior to the Effective Time will become the by–laws of the Surviving Corporation. The directors of Peak Merger immediately prior to the Effective Time will become the directors of the Surviving Corporation and, subject to certain exceptions, the officers of the Issuer will become the officers of the Surviving Corporation.

Following the Merger or the Short-Form Merger, as the case may be, the Common Stock will no longer be traded on The Nasdaq Stock Market, there will be no public market for the Common Stock and registration of the Common Stock under the Securities Exchange Act of 1934 will be terminated.

There can be no assurance that the possible courses of action expressed in this Item 4 will be consummated by the Reporting Persons.

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

(a)—(b) Holdings II is the direct owner of the Senior Convertible Note. The Senior Convertible Note is convertible into 2,747,252 Senior Note Shares at a conversion price of $5.46 per share. Holdings II would have shared power to vote and dispose of the Senior Note Shares upon conversion of the entire principal amount of the Senior Convertible Note, representing approximately 9.08% of the outstanding Common Stock. Bayside Capital, as the manager of Holdings II will also have shared power to vote and dispose of the Senior Note Shares, representing approximately 9.08% of the outstanding Common Stock, upon conversion of the Senior Convertible Note. The calculation of this percentage is based on 30,258,695 shares of Common Stock outstanding which is the sum of (i) 27,511,443 shares of Common Stock outstanding as of March 26, 2012, as represented in the Merger Agreement and (ii) 2,747,252 Senior Note Shares issuable upon conversion of the Senior Convertible Note.

Peak is the direct owner of the Subordinated Convertible Note. The Subordinated Convertible Note is convertible into 6,873,562 Subordinated Note Shares at a conversion price of $1.40 per share. Peak would have shared power to vote and dispose of the Subordinated Note Shares upon conversion of the entire principal amount of the Subordinated Convertible Note, representing approximately 19.99% of the outstanding Common Stock. Fund II, as the sole shareholder of Peak, Advisors II, as the general partner of Fund II, GP II, as the manager of Advisors II, will also have shared power to vote and dispose of the Subordinated Note Shares, representing approximately 19.99% of the outstanding Common Stock, upon conversion of the Convertible Note. The calculation of this percentage is based on 34,385,005 shares of Common Stock outstanding which is the sum of (i) 27,511,443 shares of Common Stock outstanding as of March 26, 2012, as represented in the Merger Agreement and (ii) 6,873,562 Subordinated Note Shares issuable upon conversion of the Subordinated Convertible Note.

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Messrs. Tamer and Mnaymneh, as the co-presidents of Bayside Capital and GP II, will also have shared power to vote and dispose of the 2,747,252 Senior Notes Shares and 6,873,562 Subordinated Note Shares issuable upon conversion of both the Senior Convertible Note and the Subordinated Convertible Note, representing approximately 25.91% of the outstanding Common Stock. The calculation of this percentage is based on 37,132,257 shares of Common Stock outstanding which is the sum of (i) 27,511,443 shares of Common Stock outstanding as of March 26, 2012, as represented in the Merger Agreement, (ii) 2,747,252 Senior Note Shares issuable upon conversion of the Senior Convertible Note and (iii) 6,873,562 Subordinated Note Shares issuable upon conversion of the Subordinated 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 the Statement and this Amendment, 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) 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 of the Statement is hereby amended and restated in its entirety as follows:

Except for the agreements described in this Amendment, 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 of the Statement is hereby amended and restated in its entirety as follows:

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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: March 26, 2012

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EXHIBIT INDEX

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 Amendment No. 1 to 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: March 26, 2012

Exhibit 99.4

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 (the “Terms and Conditions”) and the Exhibits 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.

RECITALS

A. On February 24, 2012, pursuant to an Assignment and Assumption (the “Prior Assignment”), Assignor sold and assigned $7,650,000 in Notes to Assignee and contracted for a right to sell the remaining Notes it holds that account for a principal amount of $7,350,000 (the “Remaining Notes”) to Assignee pursuant the procedures set forth in Section 4(a)(i) of Annex 1 to the Prior Assignment.

B. Assignor desires to sell and assign the Remaining Assigned Interest (as defined below) to Assignee pursuant to its right under the Prior Assignment.

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 Remaining Notes outstanding to Assignor 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 Remaining 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 Remaining 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 “Remaining 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.

6. Effective Date: March 8, 2012

[SIGNATURE PAGE FOLLOWS]

2

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

[SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION]

[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 Remaining Assigned Interest, (2) the Remaining 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 Remaining 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 Remaining Notes have been assigned or converted into any Equity Interest (as defined below) (whether by Optional Conversion, Mandatory Conversion or otherwise), (6) 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, (7) it is sophisticated with respect to decisions to sell, assign or transfer assets of the type represented by the Remaining Assigned Interest and either it, or the Person exercising discretion in making its decision to sell, assign and transfer the Remaining Assigned Interest, is experienced in selling, assigning and transferring assets of such type, (8) 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 Remaining Assigned Interest, and (9) 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 Remaining Assigned Interest; and (B) assumes no responsibility with respect to (1) any statements, warranties or representations made by the Borrowers or any 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. 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) and Section 3(b) of these Terms and Conditions (as to Section 3(b), solely as to its representation as to delivery of original Borrower signatures to Loan Documents and its undertaking to deliver any such signatures if later discovered by Assignor), 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 Remaining 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 Annex attached thereto) and to consummate the transactions contemplated hereby and to become a holder of Remaining 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 as a holder of Remaining Notes thereunder and, to the extent of the Remaining Assigned Interest, shall have the obligations of a holder of Remaining Notes thereunder, (C) it is sophisticated with respect to decisions to acquire assets of the type represented by the Remaining Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Remaining 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 Remaining 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 Remaining 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 Remaining Notes.

2. Payments. From and after the Effective Date, all payments in respect of the Remaining 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 (or, if such payment has been or is received by the Assignee for such period, by the Assignee) 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 has been or is received by the Assignor, by the Assignor). From and after the Effective Date, the Assignor irrevocably and unconditionally agrees that any payments received pursuant to clause (b) in the immediately preceding sentence that is received by the Assignor shall be promptly (but in no event later than one Business Days after receipt thereof) paid to the Assignee by wire transfer to:

Bank Name: The Bank of New York

ABA/Routing No.:

Account No.:

For Further Credit: #768652—Grace Bay Holdings II LLC

Attention: Julius Bayron – Bank of New York Mellon (212) 815-3972.

From and after the Effective Date, the Assignee irrevocably and unconditionally agrees that any payments received pursuant to clause (a) in the first sentence of this Section 2 that is received by the Assignee shall be promptly (but in no event later than one Business Days after receipt thereof) paid to the Assignor by wire transfer to:

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Bank: SILICON VALLEY BANK

(SIL VLY BK SJ)

Bank Address: 3003 TASMAN DRIVE

SANTA CLARA, CALIFORNIA 95054, USA

(408)654-7774

Routing/Transit Number:

For Credit Of: PARTNERS FOR GROWTH III, LP

Credit Account:

By Order Of: Grace Bay Holdings II, LLC

3. Transfer of Collateral; Agreement to Provide Notice; PFG as Collateral Agent.

(a) Appended as Exhibit A (the “Transfer Exhibits”) are documents and instruments prepared by Assignee for Assignor’s execution in its capacity as Collateral Agent under the Prior Assignment or in its capacity as a holder of Notes for delivery by Assignor concurrently with the Assignment and Assumption that are intended to effect as of the Effective Date the transfer, conveyance and assignment of all Collateral and other assets held by it as security for any Notes to Assignee and to provide notice of the assignment of the Remaining Notes by the Assignor to the Assignee. Subject to Assignor’s receipt of the payment required under the Assignment and Assumption, Assignor further authorizes Assignee and its agents, representatives, and attorneys to file or record in the name of Assignee or, if legally ineffective to assign or perfect a security interest in Collateral in the name of Assignee and with the same priority as Assignor had immediately prior to the Effective Date, on behalf of the Assignor, subject to Assignee’s obligation under Section 3(c)(ii)(D) of these Terms and Conditions, with prior notice to Assignor together with a copy of any filing or notice proposed to be given in Assignor’s name (but, so long as the indemnity set forth in Section 3(c)(ii)(D) is in effect, without requiring the consent of Assignor), (A) in any jurisdiction Uniform Commercial Code assignments and amendments to any Uniform Commercial Code financing statements or filings filed by Assignor or its agents, representatives or attorneys with respect to the Collateral and the other assets held by Assignor as security for any Notes, (B) with the United States Patent and Trademark Office or United States Copyright Office (or any other similar or relevant office in any jurisdiction) any intellectual property documents, assignments or amendments to prior filings made by the Assignor or its agents, representatives or attorneys with respect to the Collateral and the other assets held by Assignment as security for any Notes, and (C) any other documents or agreements with any office or jurisdiction reflecting the assignment of the Notes (including the Remaining Notes), the Collateral or the other assets held by the Assignor as security for any Notes to the Assignor. Assignor agrees to deliver to Kirkland & Ellis LLP (counsel of Assignee) at 555 California Street, San Francisco, California 94104 on the Effective Date all Loan Documents in its possession bearing an original signature of Borrower and/or original signature pages of Borrower to the Loan Documents, including the original Note and all Collateral in its possession. Assignor represents and warrants that, to its actual knowledge, such Collateral is the only Collateral in its possession or control and if it later discovers additional original Loan Documents or Borrower original signatures thereto or Collateral in its possession or control it will promptly deliver the same to Assignee’s counsel at the address set forth above or such other address provided by Assignee. To the extent the execution and delivery of the Assignment and Assumption and the Transfer Exhibits is not sufficient to both (a) legally transfer any and all rights and interest Assignor has in Collateral to Assignee and (b) provide Assignee with a perfected security interest in the Collateral to the same extent and with the same priority as Assignor had immediately prior to giving effect to the Assignment and Assumption, in each case, Assignor agrees, at Assignee’s reasonable and documented cost and expense, to (i) to execute and deliver any documents or agreements necessary or desirable by the Assignee reflecting the transfer, conveyance and assignment of the Remaining Notes and all other Notes, the Collateral and all other assets held by the Assignor as security for any Notes from the Assignor to the Assignee that Assignee itself may not lawfully effect, (ii) to execute and deliver notices to the Borrowers and Silicon Valley Bank with respect to the transfer, conveyance and assignment of the Remaining Notes and all other Notes from the Assignor to the Assignee that may not be given by Assignee itself, and (iii) take such other actions as the Assignee may reasonably request that Assignee

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itself may not lawfully take (or at the advice of counsel is advised not to take) to implement or effectuate any of the foregoing in this paragraph; provided, however, that Assignor may reasonably decline to take any such requested action if it is not fully indemnified in writing by Assignee in connection therewith.

(b) From and after the Effective Date: (i) all obligations, duties and responsibilities of Assignor to Assignee shall automatically, irrevocably and forever terminate, other than (A) for its Representations and Warranties in Sections 1(a)(i) and (ii) and Section 3(a) of these Terms and Conditions and Sections 1(a)(i) and (ii) of Annex 1 of the Prior Assignment, (B) its obligations under Section 2 of these Terms and Conditions and Section 2 of Annex 1 to the Prior Assignment, and (C) to cooperate with Assignee at Assignee’s cost and expense in transferring any Collateral or security interest in the Collateral held in the name of or on behalf of Assignor to Assignee and otherwise cooperating with Assignee (including, without limitation, assisting Assignee with having a perfected security interest in the Collateral with the same priority as Assignor had immediately prior to the Effective Date) at its reasonable request as set forth in clause (a); (ii) all rights of the Assignor under Section 4 of Annex 1 of the Prior Assignment shall immediately and automatically terminate; and (iii) the appointment of Assignor as Collateral Agent under the Prior Assignment and all obligations in connection therewith shall immediately and automatically terminate (but it is understood and agreed that any Collateral that remains in the possession of Assignor after the Effective Date for perfection and priority purposes under the Uniform Commercial Code and any other applicable law shall be deemed to be held on behalf of the Assignee.

(c) From and after the Effective Date: (i) except as set forth in clause (ii), below, the Assignee (either in its individual capacity, as sub-agent or in its capacity as Administrative Agent) shall have no duty or obligation (if there were ever any) to the Assignor; and (ii) all obligations, duties and responsibilities of Assignee to Assignor shall automatically, irrevocably and forever terminate, other than (A) for its Representations and Warranties in Section 1(b) of these Terms and Conditions and Section 1(b) of Annex 1 of the Prior Assignment, (B) its obligations under Section 2 of these Terms and Conditions and Section 2 of Annex 1 to the Prior Assignment, (C) to promptly pay or reimburse Assignor for its reasonable out-of-pocket costs, including reasonable and documented attorneys’ fees, incurred by Assignor after the Effective Date in connection with Assignee requests under the last sentence of Section 3(a), above, and (D) to indemnify and hold Assignor harmless from any liability, damage, cost or expense incurred by Assignor arising out of actions taken and/or notices given by Assignee in Assignor’s name pursuant to the authority granted under the second sentence of Section 3(a) of these Terms and Conditions, other than with respect to actions involving the gross negligence, bad faith or willful misconduct of Assignor or a breach of the terms of the Assignment and Assumption, the Terms and Conditions or the Transfer Exhibits.

4. General Provisions. The Assignment and Assumption (and the Annex 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 Annex 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 Annex and Exhibits attached 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. These General Provisions shall survive the termination of the parties’ respective obligations under the Assignment and Assumption, Exhibits thereto and these Terms and Conditions.

5. Confidential. The Assignor and the Assignee each agree that the Assignment and Assumption (and the Annex attached thereto) is for confidential use only and it will not disclose the Assignment and Assumption (and the Annex attached 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 that the Remaining Notes have been assigned by the Assignor to the Assignee.

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Exhibit 99.10

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 26th day of March, 2012.