New York

ENERGY PLUS^®
ELECTRICITY AND/OR NATURAL GAS SALES AGREEMENT

Rate	Variable. Rate varies by location, billing cycle and other factors; see Pricing and Billing section in Agreement below. Call 1-877-320-0356 for a customized estimate. Enrolled Customers' monthly effective rate will be listed under the commodity supply section of each customer invoice.
Rate Type and Calculation Method	Variable. For Electricity – Variable price each month will reflect the cost of electricity, including energy, capacity, settlement, ancillaries, related transmission and distribution charges and other market-related factors; plus all applicable taxes, fees, charges, costs, expenses and margins. For Natural Gas – Variable price each month will reflect the cost of natural gas commodity, capacity, storage, balancing, transportation to the Delivery Point, and agency services; plus all applicable taxes, fees, charges, costs, expenses, and margins. These electricity and gas prices may be higher than your local utility.
Agreement Term	The term of this Agreement shall commence on the date as deemed effective by the utility company after the utility company accepts Customer’s enrollment, and shall continue through the first billing cycle, subject to the Agreement Renewal Provisions below.
Process for Canceling without Penalty	Customer may rescind within 3 business days of receipt of the Agreement by calling 1-877-320-0356. Thereafter, Customer must provide 30 days advance notice in order to cancel service. There are no penalties for cancellation. See Term, Renewal and Termination section below.
Cancellation Fee and Calculation Method	None. Unlike some of its competitors, EP does not charge sign-up or cancellation fees.
Late Payment Fee and Calculation Method	None. Please note: all payments must be submitted directly to your utility company. Consult your utility company regarding any applicable late payment fees it may assess.
Agreement Renewal Provisions	The Agreement shall automatically renew on a month-to-month basis after the Initial Term, calculated from the initial service start date, unless Customer provides at least 30 days advance notice to EP of nonrenewal before the end of the Initial Term or Renewal Term. If renewed automatically, the Agreement will renew at the same terms and conditions unless advance notice is provided by EP at least 30 days and no more than 60 days prior to the end of the Renewal Term.
Benefits and Savings Provisions	Customer's account must remain active and in good standing to receive any applicable bonus and ongoing rewards. Customer must also complete 2 active billing cycles in order to receive any applicable enrollment bonus reward. See Rewards Program Disclosures below.

Agreement to Sell and Purchase Energy.For the sale and purchase of electricity, this is an agreement between Energy Plus Holdings LLC ("EPH") and you, the customer, ("Customer") under which Customer shall initiate electricity service and begin enrollment with EPH; for the sale and purchase of natural gas, this is an agreement between Energy Plus Natural Gas LLC ("EPNG") and Customer under which Customer shall initiate natural gas service and begin enrollment with EPNG (collectively, the "Sales Agreement" or "Agreement"). Subject to the terms and conditions of this Agreement, EPH agrees to sell and supply, and Customer agrees to purchase and accept, the quantity of electricity necessary to meet Customer's requirements based upon information obtained by EPH from Customer’s utility company. Subject to the terms and conditions of this Agreement, EPNG agrees to sell and supply, and Customer agrees to purchase and accept, the quantity of natural gas necessary to meet Customer's requirements based upon information obtained by EPNG from Customer’s utility company. Customer’s utility company will continue to deliver electricity and/or natural gas supplied by EPH or EPNG, as applicable ("Purchase Quantity"). Customer's utility company will also be available to respond to leaks or other emergencies should they occur. EPH and EPNG may be collectively referred to as "Energy Plus®" or "EP".

Term, Renewal and Termination.This Agreement shall commence on the date(s) as deemed effective by the utility company for electricity and/or natural gas service after the utility company accepts enrollment, and shall continue through the first 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, calculated from the initial service start date ("Renewal Term"), unless Customer provides 30 days’ advance notice prior to the end of the Initial Term or the Renewal Term, as the case may be. The automatic renewal of this Agreement will be at the same terms and conditions unless either EPH or EPNG sends Customer written notice of proposed changes to such terms and conditions before the end of the applicable Renewal Term. Such written notice will be sent at least 30 days and no more than 60 days prior to the end of the applicable Renewal Term, and shall advise Customer of any proposed changes to the terms and conditions of this Agreement and of the Customer's right to renew, terminate or renegotiate this Agreement in response to such notice. When receiving service on a month-to-month basis, Customer may cancel electricity and/or natural gas service under this Agreement without penalty if Customer provides EPH or EPNG, as applicable, 30 days’ advance notice of termination by calling EP at 1-877-320-0356 or writing to EP (see Contact Information). Customer may also contact the local utility company to terminate this Agreement. The terms and conditions of this Agreement (as may be amended from time to time) shall remain in full force and effect so long as Customer continues to receive either electricity from EPH or natural gas supply service from EPNG.

Amendments. If at some future date there is a change in the market, costs of electricity and/or natural gas or any governmental policy, rule, regulation, or statute whereby EPH or EPNG is prevented, prohibited or frustrated from carrying out the terms of the Agreement, at their sole discretion, EPH or EPNG, as applicable, shall have the right to amend this Agreement and send Customer written notice of such proposed amendments. Any such written notice will be sent at least 30 days prior to the effective date of such change, and shall advise Customer of the proposed changes in the terms and conditions of this Agreement and of the Customer's right to renew, terminate or renegotiate this Agreement in response to such notice.

Right to Cancel Service:  If for any reason performance of this Agreement becomes materially uneconomical to EP, or if EP is otherwise unable to continue this Agreement for any reason, EP can cancel this Agreement after giving you fifteen (15) days advance written notice.  If EP cancels this Agreement, you must still pay all EP charges through the date you are switched to another supplier or returned to an electric utility for service.  Your cancellation will not be effective until the next regularly scheduled meter read following the date on which EP gives notice to the appropriate electric utility of your cancellation request.

Refund Policy. As the commodity(ies) supplied under this Agreement is(are) immediately used and consumed by Customer upon delivery, it is not practical to return the product subject to this Agreement, and therefore refunds with respect to the commodity are not provided.

Pricing and Billing.Unless otherwise agreed to in writing, the price for all electricity and/or natural gas sold to Customer under this Agreement shall be a monthly variable rate calculated each month by EPH or EPNG, as applicable. The variable price each month for electricity reflects the cost of electricity, including energy, capacity, settlement, ancillaries, related transmission and distribution charges and other market-related factors; plus all applicable taxes, fees, charges, costs, expenses and margins. The variable price each month for natural gas reflects the cost of natural gas commodity, capacity, storage, balancing, transportation to the Delivery Point, and agency services; plus all applicable taxes, fees, charges, costs, expenses and margins. These prices may be higher than your local utility's price. If enrolled in the Energy Plus Green Option for electricity, Customer also agrees to purchase a Renewable Energy Certificate product for a variable price established each month by EPH, to be included in the total dollar amount of the commodity supply portion of the Customer's electricity bill. Customer will be billed and will pay EPH for electricity and EPNG for natural gas, respectively, based on Customer’s consumption information that EPH or EPNG, as applicable, receives from Customer’s utility company ("Billing Quantity"). EPH or EPNG, as applicable, will have the option, on notice to Customer, to adjust the Billing Quantity for fuel and line loss retained by Customer’s utility and interstate transporters from the Purchase Quantity. Customer’s utility company will invoice Customer monthly for electricity and/or natural gas supply service under this Agreement, as measured by the utility company, and Customer will pay each invoice in full within 20 days of the invoice date. Customer will receive a single bill for both the electricity and/or natural gas supply and the delivery charges imposed by the utility company in transporting such supplies to Customer ("Consolidated Bill").

For Residential Customers only.Customer payments remitted in response to a Consolidated Bill shall be pro-rated (when so required) between EP and utility company charges in accordance with procedures adopted by the New York Public Service Commission ("NYPSC") and applicable law, rules, regulations, and orders ("Applicable Law"). In the event of failure to remit payment when due, EP may terminate commodity supply service and seek suspension of distribution service in conformance with the Home Energy Fair Practices Act ("HEFPA").

For Non-Residential Customers only.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 invoice will be grounds for disconnection of utility services and commodity supply services in accordance with Applicable Law. Customer payments remitted in response to a consolidated bill shall be pro-rated (when so required) between EP and utility company charges in accordance with Applicable Law and procedures adopted by the NYPSC.

Assignment.Customer may not assign its interests in or delegate its obligations under this Agreement without the express written consent of EPH or EPNG, as applicable. Either EPH or EPNG 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 hereunder, in whole or in part, to another energy supplier, energy service company, any third party, or any affiliate or subsidiary of EPH or EPNG ("Assignment") in accordance with Applicable Law governing such transactions. Upon an Assignment, Customer agrees that EPH and/or EPNG, as applicable, shall have no further obligations hereunder.

Information Release Authorization. Customer authorizes EP to obtain and review information regarding Customer's credit history from credit reporting and other agencies and the following information from the utility company: consumption history; tax data; billing determinants; account number; credit information; public assistance status; existence of medical emergencies; is human needs; is elderly, blind or disabled; data applicable to cold weather periods under HEFPA and other Applicable Law; multiple dwellings information under HEFPA and other Applicable Law; tax status; and eligibility for economic development or other incentives. This information may be used by EPH or EPNG, as applicable, to determine whether EPH will commence and/or continue to provide electricity service and/or to determine whether EPNG will commence and/or continue to provide natural gas supply service to Customer and will not be disclosed to a third party unless required by Applicable Law. Customer's acceptance 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 EPH or EPNG, as applicable, or by calling 1-877-320-0356. EP reserves the right to cancel this Agreement in the event Customer rescinds such authorization.

Consumer Protections for Residential Customers. The services provided by EP to residential customers are governed by the terms and conditions of this Agreement, HEFPA, and other Applicable Law. EP will provide notice at least 15 days prior to the cancellation of service to residential customers. In the event of nonpayment of any charges owed to EP, residential customers may be subject to termination of commodity service and the suspension of distribution service as provided by HEFPA and other Applicable Law, and under procedures approved by the NYPSC. Customer may obtain additional information by contacting EP at 1-877-320-0356 or the NYPSC at 1-800-342-3377, or by writing to the NYPSC 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.ny.gov. Customer may also contact the NYPSC with inquiries regarding the competitive retail energy market at 1-888-697-7728.

Consumer Protections for Non-Residential Customers. The services provided by EP to non-residential customers are governed by the terms and conditions of this Agreement and Applicable Law. EP will provide notice at least 15 days prior to the cancellation of service to non-residential customers. Customer may obtain additional information by contacting EP at 1-877-320-0356 or the NYPSC at 1-800-342-3377, or by writing to the NYPSC 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.ny.gov. Customer may also contact the NYPSC with inquiries regarding the competitive retail energy market at 1-888-697-7728.

Cancellation. Customer may rescind this Agreement within 3 business days after Customer signs or receives a copy of this Agreement, whichever comes first, by calling or writing EP (see Contact Information). Thereafter, Customer will be liable for all EPH or EPNG charges, as applicable, until the effective date of a Customer switch to the utility company or another energy supplier. If Customer does switch, a final EPH or EPNG bill, as applicable, will be rendered within twenty (20) days after the final scheduled meter reading; provided, however, that if access to Customer’s premises is unavailable, an estimated meter read will be used as a final bill, subject to true-up after the final meter reading.

Agency.
For Electricity – Customer hereby designates EPH as its agent to; (i) arrange and administer contracts and service agreements between Customer and EPH and those entities including the New York Independent System Operator ("NYISO") engaged in the generation, transmission and delivery of Customer’s electricity supplyies, and (ii) nominate and schedule with the appropriate entities including the utility company for the delivery of electricity to the Sales Point and the Customer’s end-use premises. EPH as agent for the Customer will schedule the delivery of adequate supplies of electricity that meet the Customer’s requirements as established by the utility and in response to information provided by the utility. The Delivery Points for the electricity will be a point at the NYISO EPH load bus (located outside the municipality where the Customer resides). These services are provided on an arm’s length basis and market-based compensation is included in the price noted above.
For Natural Gas- Customer hereby designates EPNG as Customer’s agent to; (i) arrange and administer contracts and service arrangements between Customer and Customer’s utility company and between Customer and interstate pipeline transporters of Customer’s natural gas supplies; (ii) nominate and schedule with the interstate pipeline(s) the transportation of Customer’s natural gas supplies from the Purchase Point(s) to the Delivery Point(s), and with the utility company for the transportation of the Customer’s natural gas supplies from the Delivery Point(s) to the Customer’s end-use premises; and (iii) aggregate Customer’s natural gas supply with such supplies of other customers served by EPNG to maintain qualification for utility transportation service and address and resolve imbalances that may arise during the term of this Agreement. As agent for Customer, EPNG will schedule the delivery of adequate supplies of natural gas at the Purchase Point(s) to meet Customer’s city gate requirements based on consumption and other information that EPNG receives from Customer’s utility company. The Purchase Point(s) for the natural gas supplies provided under this Agreement will be a point or points located outside the State of New York as selected from time to time by EPNG to assure service reliability. The Delivery Point(s) for the natural gas transported by interstate pipelines will be the city gate stations of Customer’s utility company. EPNG agrees to transport or arrange for the transportation of the natural gas supplied under this Agreement from the Purchase Point(s) to the Delivery Point(s) and from the Delivery Point(s) to the Customer’s end-use premises. These services are provided on an arm’s length basis and market-based compensation is included in the price noted above.

Title. Customer and EPH agree that title to, control of, and risk of loss to the electricity supplied by EPH under this Agreement, will transfer from EPH to Customer at the Delivery Point(s). EPH 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. Customer and EPNG agree that title to, control of, and risk of loss to the natural gas supplied by EPNG under this Agreement, will transfer from EPNG to Customer at the Delivery Point(s). EPNG will indemnify and hold harmless Customer from all taxes, royalties, fees or other charges incurred before title passes with respect to the natural gas provided hereunder.

Warranty. 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.

Other Provisions: This Agreement and the welcome confirmation letter together constitute the entire Agreement between the parties with regard to the subject matter hereof and supersedes all prior agreements, either written or oral. Nothing in this Agreement shall create or be construed as creating any express or implied rights in any person or entity other than you and us. You acknowledge that this Agreement is a forward contract within the meaning of the United States Bankruptcy Code and that EP is a forward contract merchant.

Force Majeure. EPH or EPNG, as applicable, will make commercially reasonable efforts to provide electricity and/or natural gas hereunder but neither EPH nor EPNG guarantees a continuous supply of electricity and/or natural gas to Customer. Certain causes and events beyond the control of EPH or EPNG, as applicable, ("Force Majeure Event(s)") may result in interruptions in service. EPH or EPNG, as applicable, will not be liable for any such interruptions caused by a Force Majeure Event, and neither EPH nor EPNG shall be liable for damages caused by Force Majeure Events. Force Majeure Events shall include, but not be limited to, 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 emergency on its distribution lines), changes in laws, rules, or regulations of any governmental authority or any other cause beyond EP's control.

Liability. Customer’s remedy in any claim or suit against EPH will be solely limited to direct actual damages (which will not exceed the amount of Customer's single largest monthly electricity invoice amount in the immediately preceding 12 months). Customer’s remedy in any claim or suit against EPNG will be solely limited to direct actual damages (which will not exceed the amount of Customer's single largest monthly natural gas invoice amount in the immediately preceding 12 months). By entering into this Agreement, Customer waives any right to any other remedy in law or equity. 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, PO Box 38815, Philadelphia, PA, 19104. If Customer would like to receive a hard copy of this Agreement, please send an email with your request to NYSupport@EnergyPlusCompany.com or write to EP, including Customer’s name and address.

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 phone or in writing (see Contact Information). We will work to resolve your inquiry fairly and efficiently. We will attempt in good faith to (i) provide an acknowledgement to you within two business days and (ii) respond to you with the results of our investigation within five business days. The dispute or complaint relating to a residential customer may be submitted by either party at any time to the NYPSC pursuant to its Complaint Handling Procedures or by calling the NYPSC at 1-800-342-3377. During the pendency of any dispute, Customer must pay the bill in full, except for the specific disputed amount, and such payment shall be refunded if required by the NYPSC decision.

Dispute Resolution for Non-Residential Customers. In the event of a billing dispute or disagreement involving EP's service, Customer should contact EP's Customer Service Center by phone or in writing (see Contact Information). During the pendency of the dispute, Customer must pay the bill in full, except for the specific disputed amount. If the parties cannot resolve the dispute within 45 days, EP or Customer may submit the dispute to small claims court or any other court of competent jurisdiction. The NYPSC will not resolve nonresidential disputes associated with the services provided under this Agreement. The NYPSC Office of Consumer Services can be reached: by phone 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.ny.gov.

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 EPH’s or EPNG’s net income, shall be paid by Customer, and Customer agrees to indemnify EPH and EPNG and hold EPH and EPNG harmless from and against any and all such taxes. You will be responsible and indemnify us for any and all Taxes. If Customer is exempt from any such taxes, Customer is responsible for identifying and requesting such exemption from the collection of taxes by filing appropriate documentation with EPH or EPNG and/or your utility company, as applicable.

Regulatory Changes. If at some future date there is a change in any Applicable Law or pricing structure whereby EPH or EPNG is prevented, prohibited or frustrated from carrying out the terms of the Agreement, at their sole discretion either EPH or EPNG, as applicable, shall have the right to cancel this Agreement on 15 days' notice to Customer. 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.

Emergency Service. The utility company will continue to respond to leaks and emergencies. In the event of an outage, 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 (Keyspan NY) 1-718-643-4050, National Grid (Niagara Mohawk) at 1-800-892-2345, National Fuel Gas 1-800-444-3130, New York State Electric & Gas at 1-800-572-1131 for electricity or 1-800-572-1121 for natural gas, Orange & Rockland at 1-877-434-4100 or 1-800-533-5325 for natural gas, and Rochester Gas & Electric at 1-800-743-1701 for electricity or 1-800-743-1702 for natural gas.

Parties Bound. This Agreement is binding upon the parties hereto and their respective successors and legal assigns.

In the case of telephonic or electronic enrollment execution shall be deemed provided pursuant to the methods authorized under the New York Uniform Business Practices.
For NYSEG natural gas customers only:  I understand that my utility company requires Energy Plus Natural Gas LLC to process my enrollment in accordance with NYSEG gas tariff PSC No. 88, which has certain minimum volume requirements for suppliers.  As a result, I understand that Energy Plus will hold my enrollment until the required minimum has been met, and that my service is estimated to begin on or after March 1, 2012.

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New York State Public Service Commission
Your Rights as an Energy Services Company Consumer
ESCO Consumers Bill of Rights

Customers can purchase energy from an Energy Services Company (ESCO) or from a traditional utility. If you choose to purchase energy from an ESCO you are entitled to:

• A clear description of the services offered by the ESCO.
• Receive energy delivery and 24 hour emergency services from your utility company.
• Clear procedures for switching energy suppliers, including information about the enrollment process.
• Disclosure, in simple and clear language, of the terms and conditions of the agreement between you and the ESCO including:

- price and all variable charges or fees;
- length of the agreement;
- terms for renewal of the agreement;
- cancellation process and any early termination fees, which are limited by law; and
- conditions, if any, under which the ESCO guarantees cost savings.

• Rescind an agreement with an ESCO within three days of receiving the agreement, if you are a residential customer.
• A description of how pre-payment agreements work, if offered.
• Notice from the ESCO, no less than thirty days prior to the contract renewal date, of the renewal terms and the options you have as a customer.
• A fair and timely complaint resolution process.
• Provision of any written documents (contracts, marketing materials, and this ESCO Consumer Bill of Rights), in the same language used to enroll you as a customer.

If you are a residential customer you are also entitled to the rights and protections of the Home Energy Fair Practices Act (HEFPA) which requires that all utility customers be treated fairly with regard to application for service, customer billing, and complaint procedures. For more information go to http://www.dps.state.ny.us/resright.html.

ESCOs that do not assure these consumer rights could lose their eligibility to provide service in New York. Please report any complaints to the Department of Public Service at 1-800-342-3377 (8:30 am – 4:00 pm), by mail at Office of Consumer Services, NYS Department of Public Service, 3 Empire State Plaza, Albany, NY 12223, or online at http://www.dps.state.ny.us.

You can find more information about your energy alternatives by visiting: www.askpsc.com.

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