Please review the Energy Plus Sales Agreement below. Should you have any questions, please don't hesitate to call us at 1-877-320-0356.

ENERGY PLUS HOLDINGS LLC ("EP")
SALES AGREEMENT

Agreement to Sell and Purchase Energy. This is an agreement between EP and the undersigned customer ("Customer") under which Customer shall initiate electricity service and begin enrollment with EP (the "Agreement"). Subject to the terms and conditions of this Agreement, EP agrees to sell, and Customer agrees to purchase and accept the quantity of electricity, as estimated by EP, necessary to meet Customer's requirements based upon consumption data obtained by EP or the delivery schedule of the Local Distribution Utility (the "utility company"). The amount of electricity delivered under this Agreement is subject to change based upon data reflecting Customer's consumption obtained by EP or the utility company's delivery schedule. Energy delivery shall continue to be provided by the Customer's utility company. Customer's utility company will also be available to respond to leaks or other emergencies should they occur.
Term. This Agreement shall commence as of the first day of the next billing cycle after the utility company accepts enrollment and continue through that billing cycle (the "Initial Term"). Upon completion of the Initial Term, this Agreement will automatically renew on a month-to-month basis at the same terms based on the initial service start date, unless 30 days advance notice is provided by the Customer. The Agreement will renew at the same terms unless EP sends Customer written notice of proposed changes to such terms in advance of the renewal date (the "Renewal Term"). Any such written notice will be sent at least 45 days and no more than 90 days prior to the renewal date, apprising Customer of any proposed changes in the terms and conditions of this Agreement and of the Customer's right to renew, terminate or renegotiate this Agreement. When receiving service on a month-to-month basis, Customer may cancel or terminate this Agreement without penalty so long as EP is provided with 30 days advance notice of termination by calling EP at 1-877-320-0356 or writing to EP, including his/her name and address, at: Energy Plus Holdings LLC, 3711 Market Street, 9th Floor, Philadelphia, PA, 19104.
Amendments. If at some future date there is a change in the market costs of electricity or any governmental policy, rule, regulation, or statute whereby EP is prevented, prohibited or frustrated from carrying out the terms of the Agreement, at its sole discretion, EP shall have the right to amend this Agreement and send Customer written notice of proposed amendments. Any such written notice will be sent at least 30 days prior to the change, apprising Customer of any proposed changes in the conditions of this Agreement and of the Customer's right to renew, terminate or renegotiate this Agreement.
Pricing, Billing, and Termination. Unless otherwise agreed to in writing, the price for all electricity sold under this Agreement shall be a variable price established each month by EP and calculated based on several components including the daily spot market cost of electricity plus NYISO charges, settlement charges, balancing charges, supplier charges and all applicable taxes. If enrolled in the Energy Plus green option, Customer also agrees to purchase a Renewable Energy Certificate product for a variable price established each month by EP, to be included in the total dollar amount of the supply portion of the Customer's electricity bill. EP will invoice Customer monthly for electricity delivered under this Agreement, as measured by the utility company, and Customer will pay each invoice in full within 20 days of the invoice date or be subject to a late payment charge as set forth by the utility company. Customer will receive a single bill for both commodity and delivery costs from the utility company.
For Residential Customers only. Customer payments remitted in response to a consolidated bill shall be pro-rated (when so required) in accordance with procedures adopted by the New York State Department of Public Service (the "DPS"). In the event of failure to remit payment when due, EP may terminate commodity service and seek suspension of distribution service in conformance with the Home Energy Fair Practices Act ("HEFPA").
For Commercial Customers only. Additionally, if there is a material adverse change in the business or financial condition of Customer (as determined by EP in its discretion) or if Customer fails to post any required security deposit, then, in addition to any other remedies that it may have, EP may terminate this Agreement upon 15 days' written notice to Customer. Failure to make full payment of EP charges due on any consolidated bill prepared by the utility company for EP will be grounds for disconnection of utility services and commodity service in accordance with NYPSC rules and regulations on the termination of service to non-residential customers, 16 NYCRR Section 13.3. Customer payments remitted in response to a consolidated bill shall be pro-rated (when so required) in accordance with procedures adopted by the New York State Department of Public Service (the "DPS").
Assignment. Customer may not assign its interests in and delegate its obligations under this Agreement without the express written consent of EP. EP may sell, transfer, pledge, or assign the accounts receivable, revenues, or proceeds hereof, in connection with any financing agreement, purchase of accounts receivables program or billing services agreement, and may assign this Agreement and the rights and obligations there under, to another energy supplier, energy service company or other entity as authorized by the DPS.
Information Release Authorization. Customer authorizes EP to obtain and review information regarding Customer's credit history from credit reporting agencies and the following information from the utility company: consumption history; billing determinants; account number; credit information; public assistance status; existence of medical emergencies, status as to whether Customer has a medical emergency, is a human needs Customer, is elderly, blind or disabled and data applicable to cold weather periods under PSL § 32 (3); and information pertaining to PSL § 33, tax status and eligibility for economic development or other incentives. This information may be used by EP to determine whether it will commence and/or continue to provide energy supply service to Customer and will not be disclosed to a third party unless required by law. Customer's execution of this Agreement shall constitute authorization for the release of this information to EP. This authorization will remain in effect during the Initial Term and any Renewal Term. Customer may rescind this authorization at any time by providing written notice thereof to EP or by calling EP at 1-877-320-0356. EP reserves the right to cancel this Agreement in the event Customer rescinds the authorization.
Consumer Protections for Residential Customers. The services provided by EP to Customer are governed by the terms and conditions of this Agreement and HEFPA. EP will provide notice at least 15 days prior to the cancellation of service to Customer. In the event of non-payment of any charges owed to EP, Customer may be subject to termination of commodity service and the suspension of distribution service under procedures approved by the DPS. Customer may obtain additional information by contacting EP at 1-877-320-0356 or the DPS at 1-800-342-3377, or by writing to the DPS at: New York State Department of Public Service, Office of Consumer Services, Three Empire State Plaza, Albany, New York 12223, or through its website at: http://www.dps.state.ny.us. For inquiries regarding energy service companies, the NYPSC's alternative energy suppliers' line is 1-888-697-7728.
Consumer Protections for Commercial Customers. The services provided by EP to Customer are governed by the terms and conditions of this Agreement. EP will provide notice at least 15 days prior to the cancellation of service to Customer. Customer may obtain additional information by contacting EP at 1-877-320-0356 or the DPS at 1-800-342-3377, or by writing to the DPS at: New York State Department of Public Service, Office of Consumer Services, Three Empire State Plaza, Albany, New York 12223, or through its website at: http://www.dps.state.ny.us. For inquiries regarding energy service companies, the NYPSC's alternative energy suppliers' line is 1-888-697-7728.
Cancellation. Customer may rescind this Agreement within 3 business days after the signing or receipt of this Agreement, whichever comes first, by contacting EP at 1-877-320-0356. Customer is liable for all EP charges until Customer returns to the utility company or goes to another supplier. A final bill will be rendered within twenty (20) days after the final scheduled meter reading or if access is unavailable, an estimate of consumption will be used in the final bill, which will be trued up subsequent to the final meter reading.
Agency. Customer hereby appoints EP as agent for the purposes of (i) acquiring the supplies necessary to meet Customer's electricity needs, and (ii) arranging, contracting for and administering transportation and related services over transmission facilities and those of the utility company needed to deliver electricity to the Customer's premises. These services are provided on an arm's length basis and market-based compensation is included in the price noted above.
Title. All electricity sold under this Agreement shall be delivered to a location considered the "Point of Delivery", which shall be at the NY ISO EP load bus (located outside of the municipality where Customer resides), and shall constitute the point at which title transfers and the sale occurs. EP will indemnify and hold harmless Customer from all taxes, royalties, fees or other charges incurred before title passes with respect to the electricity provided hereunder.
Warranty. This Agreement, including applicable attachments, as written constitutes the entire Agreement between Customer and EP. EP makes no representations or warranties other than those expressly set forth in this Agreement, and EP expressly disclaims all other warranties, express or implied, including merchantability and fitness for a particular use.
Force Majeure. EP will make commercially reasonable efforts to provide electricity hereunder but EP does not guarantee a continuous supply of electricity to Customer. Certain causes and events out of the control of EP ("Force Majeure Events") may result in interruptions in service. EP will not be liable for any such interruptions caused by a Force Majeure Event, and EP is not and shall not be liable for damages caused by Force Majeure Events. Force Majeure Events shall include acts of God, fire, flood, storm, terrorism, war, civil disturbance, acts of any governmental authority, accidents, strikes, labor disputes or problems, required maintenance work, inability to access the local distribution utility system, non-performance by the utility company (including, but not limited to, a facility outage on its electricity distribution lines), changes in laws, rules, or regulations of any governmental authority or any other cause beyond EP 's control.
Liability. The remedy in any claim or suit by Customer against EP will be solely limited to direct actual damages (which will not exceed the amount of Customer's single largest monthly invoice amount in the immediately preceding 12 months). All other remedies at law or in equity are hereby waived. In no event will either EP or Customer be liable for consequential, incidental, indirect, special or punitive damages. These limitations apply without regard to the cause of any liability or damages. There are no third-party beneficiaries to this Agreement.
Contact Information. Customer may contact EP's Customer Service Center at 1-877-320-0356, Monday through Friday 9:00 a.m. - 5:00 p.m. ET (contact center hours subject to change). Customer may write to EP at: Energy Plus Holdings LLC, 3711 Market Street, 9th Floor, Philadelphia, PA, 19104. If Customer would like to receive a hard copy of this Agreement, please send an email with your request to service@energypluscompany.com or write to EP, including his/her name and address, at: Energy Plus Holdings LLC, 3711 Market Street, 9th Floor, Philadelphia, PA, 19104.
Dispute Resolution for Residential Customers. In the event of a billing dispute or a disagreement involving EP's service hereunder, the parties will use their best efforts to resolve the dispute. Customer should contact EP by telephone at 1-877-320-0356 or in writing at 3711 Market Street, 9th Floor, Philadelphia, PA, 19104. The dispute or complaint relating to a residential customer may be submitted by either party at any time to the DPS pursuant to its Complaint Handling Procedures ("Procedures"). Customer shall remit payment as required under the Procedures during the pendency of the dispute, and such payment shall be refunded if warranted by the decision of DPS.
Dispute Resolution for Commercial Customers. In the event of a billing dispute or disagreement involving EP's service, Customer should contact EP's Customer Service Center by phone at 1-877-320-0356 or by writing to: 3711 Market Street, 9th Floor, Philadelphia, PA, 19104. Customer must pay the bill in full, except for the specific disputed amount, during the pendency of the dispute. If the parties cannot resolve the dispute within 45 days, either party may avail itself of all remedies available under law or equity. The DPS will not resolve Non Residential disputes associated with the services provided under this Agreement. However, the DPS will monitor inquiries and contacts from Non-Residential customers regarding energy service companies and an excessive number of confirmed complaints may result in an energy service company no longer being eligible to supply electricity or electricity in New York State. The DPS Office of Consumer Services can be reached: by telephone toll free at 1-888-697-7728; in writing at: New York State Public Service Commission, Office of Consumer Services, Three Empire State Plaza, Albany, New York 12223; or by visiting www.dps.state.ny.us.
Choice of Laws. Venue for any lawsuit brought to enforce any term or condition of this Agreement or to construe the terms hereof shall lie exclusively in the State of New York. This Agreement shall be construed under and shall be governed by the laws of the State of New York without regard to the application of its conflicts of law principles.
Taxes and Laws. Except as otherwise provided in the Agreement or provided by law, all taxes of whatsoever kind, nature and description due and payable with respect to service provided under this Agreement, other than taxes based on EP's net income, shall be paid by Customer, and Customer agrees to indemnify EP and hold EP harmless from and against any and all such taxes. This Agreement is subject to present and future legislation, orders, rules, regulations or decisions of a duly constituted governmental authority having jurisdiction over this Agreement or the services to be provided hereunder.
Regulatory Changes. If at some future date there is a change in any law, rule, regulation or pricing structure whereby EP is prevented, prohibited or frustrated from carrying out the terms of the Agreement, at its sole discretion EP shall have the right to cancel this Agreement on 15 days' notice to Customer.
Emergency Service. In the event of an electricity leak, service interruption or other emergency, Customer should immediately call the utility company and emergency personnel. Customer may reach Central Hudson at 1-800-527-2714, Con Edison at 1-800-752-6633, National Grid at 1-800-892-2345, New York State Electric & Gas at 1-800-572-1131, Orange & Rockland at 1-877-434-4100, and Rochester Gas & Electric at 1-800-743-1701.
Parties Bound. This Agreement is binding upon the parties hereto and their respective successors and legal assigns.

Rewards Program Disclosures

Cash Back rebate is an annual rebate program operated by EP. Customer participation in the Cash Back rebate program is subject to the following terms and conditions:
a) The Cash Back program year begins at the beginning of the customer's first billing cycle and ends at the end of the period covered by the 12th billing cycle. If a customer's account accumulates at least one hundred dollars ($100.00) in electric supply purchases during the twelve month program period, the account will automatically be enrolled in the Cash Back program, and the customer will be eligible to receive a Cash Back rebate in the amount of [ 2 ] percent of the total dollar amount of the kWh supply charges of the customer's electricity bill for residents and [ 3-8 ] percent of the total dollar amount of the kWh supply charges of the customer's electricity bill for businesses during the twelve month program period. Within sixty (60) days after the date of the 12th billing statement, EP will calculate the amount of the Cash Back rebate for the 12 month period and issue a Cash Back rebate check to the account holder as long as the account is active and in good standing at that time. For purposes of this program, active accounts are defined as those for which EP has not received a request on behalf of the customer to discontinue (drop) their service. A $50 activation bonus check for business accounts or a $25 activation bonus check for residential accounts will be mailed at the close of your second billing cycle with EP.
b) A customer account in good standing will be automatically enrolled in the Cash Back program at the conclusion of the account's 12th billing cycle. For as long as the customer's account is active and in good standing, EP will continue to calculate the rebate and issue a Cash Back rebate check to the customer within sixty (60) days of the date of the statement for the 12th billing cycle.
c) A Cash Back rebate may not be applied as a credit or offset to reduce the amount owed on a customer account. The Cash Back rebate shall have no cash value until the rebate check is issued after the conclusion of the 12th billing cycle and the account holder shall have no property rights or other legal interest in the Cash Back rebate until the rebate check is received. The customer may not assign, transfer or pledge a Cash Back rebate.
d) Any tax liability relating to a Cash Back rebate is the sole responsibility of the customer. EP shall not be responsible for resolving any conflicting claims to the Cash Back rebate.
e) EP reserves the right to disqualify any account holder from participation in the Cash Back rebate program. If the customer's account is closed for any reason, the customer will forfeit all existing electric supply purchase values within that twelve month program period.
f) The terms and conditions of the Cash Back rebate program may be modified or the Cash Back rebate program may be discontinued at any time without notice at EP's sole discretion. In the event of termination of the overall Cash Back rebate program by EP, a customer whose account is in good standing shall be eligible for a Cash Back rebate calculated on the portion of the customer's twelve month program period to that date. However, in the event that all or part of the Cash Back rebate program is found to be in violation of applicable law, then EP shall have no obligation for any rebates to customers.
g) The Cash Back rebate program is subject to the terms of the Sales Agreement between EP and the customer, including, but not limited to, all terms related to dispute resolution.

CPA03-20090824