Please read this Retail Electricity Supply Agreement (“Agreement”) carefully as it governs your rights and responsibilities and supersedes any previous representations (verbal or written). In this Agreement, customer is referred to as “You”, “Your”, or “Customer” and BlueRock Energy, Inc. is referred to as “We”, “Our” or “Us”.

1. Purchase and Sale of Electricity. You agree to purchase and we agree to supply all your electricity requirements for the Accounts identified on the customer information section. You hereby authorize us to enroll all Accounts listed on the customer information section in your Utility’s retail access program. Upon acceptance of this Agreement by us, we will enroll your Accounts promptly.

2. Price: Your price will vary each month and will be expressed in dollars per Killowatt-hour, plus all Taxes. Your price will include all costs to provide you full requirements electricity service. Your price will be based on our managed portfolio pool cost and will include energy (NYISO day ahead and real-time purchases), capacity, ancillary services, and other costs. Our managed portfolio pool plan is designed to reduce energy cost through expert analysis and energy purchasing strategies.

3. Term: The Term of this Agreement will begin upon the first available date upon which your Accounts are successfully enrolled in your utility’s retail access program and will continue until canceled by either you or us upon thirty (30) days written notice.

4. Utility Service. Your Utility is responsible for providing delivery service to your facilities in accordance with their tariff. In the case of an electrical emergency, you should call your Utility. The toll free emergency numbers are as follows: ConEdison: 1-800-752-6633, Central Hudson: 1-845-452-2700, O&R: 1-877-434-4100, National Grid: 1-800-892-2345, NYSEG: 1-800-572-1131, RG&E: 1-800-743-1701.

5. Delivery. We shall deliver your electricity requirements to a point on your Utility’s transmission system (“Delivery Point”). The Delivery Point will be determined at time of scheduling. Title of electricity shall pass to you at the Delivery Point.

6. Billing. You shall receive a consolidated bill from your Utility including both utility charges for delivery service and our charges. You shall make all payments to your Utility in accordance with their billing procedures. In the event, your Utility discontinues consolidated billing or ends your eligibility to receive consolidated bills, then we shall bill you each month for our charges within ten (10) days of receipt of meter reading data from your Utility, and you agree to pay us within twenty (20) days of the invoice date. If actual meter readings are not available to us in a timely manner, we may bill on an estimated basis. When actual use becomes available we will make invoice adjustments to reconcile any differences. Interest on unpaid bills will accrue from the due date at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less. Customer shall send all payments to BlueRock Energy, Inc., PO Box 13725 Newark, NJ 07188-3725.

7. Early Termination. If you fail to pay your bill when due or default under any obligation of this Agreement, then we may terminate this Agreement upon providing you fifteen (15) days written notice. In the event of early termination for reasons of your default, you will be responsible to pay us promptly for any outstanding balances, plus for Fixed Priced Accounts, an amount, if any, equal to the positive difference of the cost of our supply commitments made on your behalf prior to the termination date and amounts received from resale of such commitments to any third party. You shall also promptly pay us any reasonable attorneys fees, court fees, or other costs incurred in collecting past due amounts. You may terminate early without any liability upon written notice to us, if we are in material default of our obligations under this Agreement and do not remedy within ten (10) business days of receipt of your notice.

8. Disputed Charges. If you have a dispute about your bill, you shall contact us in writing or call us directly at 315-701-1549 or toll free 1-866-815-2343. You may also discuss your complaint with the New York Department of Public Service, by calling their complaint line number at 1-800-342-3377 or by e-mail at http://www.dps.state.ny.us.”

9. Limitation of Liability. You and we agree that any liability to each other will be limited to direct actual damages. Neither you or us shall be liable for incidental, consequential, punitive, or indirect damages, lost profits or lost business in tort, contract or otherwise. This limitation excludes claims of gross negligence and/or willful misconduct.

10. Taxes. You agree to pay any Taxes imposed after the Delivery Point. Taxes means any and all federal, state, municipal, or other governmental duties, fees, levies, ad valorem, energy, transmission, utility, gross receipts, sales, use, consumption, excise, transaction, and other taxes. If you are exempt from Taxes that may apply to any electricity sold under this Agreement, then you shall furnish to us a valid and properly completed exemption certificate before any sales commence under this Agreement.

11. Force Majeure. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT FORCE MAJEURE IS THE ONLY EXCUSE FOR NON-PERFORMANCE AND ALL OTHER EXCUSES (AT LAW OR EQUITY) ARE WAIVED. Except for payment obligations, a Force Majeure event will excuse performance during the event. “Force Majeure” means an event not within the reasonable control of the party (or, third party, in the case of third party obligations or facilities) claiming suspension (the “Claiming Party”), and which by the exercise of due diligence the Claiming Party is unable to overcome or obtain commercially reasonable substitute performance therefor. Force Majeure includes, but is not restricted to: failure of transmission facilities; acts of God; fire; civil disturbances; labor dispute; labor or material shortage; sabotage; action or restraint by court order or public or governmental authority (so long as the Claiming Party has not applied for or assisted in the application for such government action).

12. Credit. You agree to provide us with reasonable information to perform a credit review. Supply of electricity is contingent upon our sole determination of your credit worthiness at any time. We may require you to provide reasonable credit assurances such as a letter of credit, third-party guarantee, or deposit during the Term of this Agreement.

13. Warranties. WE EXPRESSLY DISCLAIM ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABLILITY OF FITNESS FOR ANY PARTICULAR PURPOSE.

14. Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement to our affiliates or another licensed energy service provider upon us providing you thirty (30) days written notice.

15. Severability. If any provision in this Agreement is held by a court or regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

16. Miscellaneous. You authorize us for the Term of this Agreement to access historical usage records and credit information from your Utility on your Accounts. All information will be held strictly confidential except as provided by law. You and we agree that this Agreement shall be treated as if it were a Forward Contract under Title 11 of the Bankruptcy Code. Customer acknowledges that we are not a utility for any purpose under Title 11 USC §366, et. al. This Agreement shall be construed in accordance with the laws of the State of New York. This Agreement is subject to the rules of your Utility’s retail access program and uniform business practices of the New York Public Service Commission.