Case CSS Doc 852 Filed 03/04/15 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. x : : : : : : : : x

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1 Case CSS Doc 852 Filed 03/04/15 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re GRIDWAY ENERGY HOLDINGS, et al., Debtors x x Chapter 11 Case No (CSS) Jointly Administered Hearing Date April 15, 2015, at 1000 a.m. (ET) Objection Deadline March 18, 2015, at 400 p.m. (ET) DEBTORS SECOND OMNIBUS MOTION FOR ORDER, PURSUANT TO SECTIONS 105, 365, AND 554 OF THE BANKRUPTCY CODE, AUTHORIZING (I) THE REJECTION OF CERTAIN UNEXPIRED NON- RESIDENTIAL REAL PROPERTY LEASES NUNC PRO TUNC TO THE REJECTION DATE AND (II) THE ABANDONMENT OF ANY PROPERTY THAT REMAINS ON THE PREMISES COVERED BY THE LEASES LANDLORDS RECEIVING THIS MOTION SHOULD LOCATE THEIR NAMES AND LEASES ON THE SCHEDULE ANNEXED AS EXHIBIT 1 TO THE PROPOSED ORDER ATTACHED HERETO AS EXHIBIT A. The above-captioned debtors and debtors in possession (collectively, the Debtors ) hereby submit this motion (the Motion ) for entry of an order, pursuant to sections 105(a), 365, and 554(a) of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code ) and Rules 6006 and 6007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), authorizing the Debtors to (i) reject certain unexpired leases of non- 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are Gridway Energy Holdings, Inc. (5072); Glacial Energy Holdings (3292); Glacial Energy, Inc. (1189); Glacial Energy of New York (0776); Glacial Energy of New England, Inc. (1724); Glacial Energy of Maryland, Inc. (7173); Glacial Energy of California, Inc. (1795); Glacial Energy of Illinois, Inc. (1796); Glacial Energy of New Jersey, Inc. (8671); Glacial Energy of Pennsylvania, Inc. (9762); Glacial Energy of Texas (1517); Glacial Energy of Washington DC, Inc. (5548); Glacial Energy of Ohio, Inc. (0103); Glacial Energy of Michigan, Inc. (7110); Glacial Natural Gas, Inc. (0165); Negawatt Business Solutions (6299); Negawatt Business Solutions, Inc. (f/k/a/ Gridway Energy Partners, Inc.) (7086); Ziphany, L.L.C. (7934); and Glacial Energy VI, LLC (1142). The location of the headquarters of Glacial Energy VI, LLC is 5326 Yacht Haven Grande, Box 36, St. Thomas, VI The location of the headquarters for the remaining Debtors is 24 Massachusetts Route 6A, Sandwich, MA

2 Case CSS Doc 852 Filed 03/04/15 Page 2 of 10 residential real property (the Rejected Leases ) for certain of the premises leased by the Debtors (the Leased Premises ), as set forth on Exhibit 1 to the proposed order attached hereto as Exhibit A (the Proposed Order ), effective as of February 28, 2015 (the Rejection Date ), and (ii) abandon any remaining personal property and furniture, fixtures and equipment located at the Leased Premises, free and clear of all liens, claims, encumbrances, and interests or rights of third parties. In support of this Motion, the Debtors respectfully represent as follows JURISDICTION 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012 (the Amended Standing Order ). This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper in this Court pursuant to 28 U.S.C and The statutory and legal predicates for the relief sought herein are sections 105(a), 365 and 554(a) of the Bankruptcy Code, together with Bankruptcy Rules 6006 and BACKGROUND 2. On April 10, 2014 (the Commencement Date ), each of the abovecaptioned debtors and debtors-in-possession (the Debtors ) filed a petition with the Court under chapter 11 of the Bankruptcy Code, thereby commencing these cases (the Chapter 11 Cases ). The Debtors continue to operate their businesses and manage their properties as debtors in possession as authorized by sections 1107(a) and 1108 of the Bankruptcy Code. 3. On April 24, 2014, the United States Trustee for the District of Delaware (the U.S. Trustee ) appointed an official committee of unsecured creditors (the Creditors Committee ). No trustee or examiner has been appointed in the Chapter 11 Cases. 2

3 Case CSS Doc 852 Filed 03/04/15 Page 3 of Information regarding the Debtors history and business operations, their capital structure and primary secured indebtedness, and the events leading up to the commencement of the Chapter 11 Cases can be found in the Declaration of Randy Lennan in Support of Chapter 11 Petitions and First Day Motions [Docket No. 10] (the First Day Declaration ), which is incorporated herein by reference. RELEVANT BACKGROUND 5. On the Commencement Date, the Debtors filed a motion seeking approval of certain sales procedures and related relief [Docket No. 13] (the Sale Motion ). Pursuant to the Sale Motion, the Debtors proposed to sell substantially all of their assets to Vantage Commodities Financial Services I, LLC ( Vantage ), as the stalking-horse bidder, or to such other purchaser who submits a higher and better offer pursuant to the sale-and-bidding procedures proposed in the Sale Motion. 6. On May 14, 2014, the Court entered an order [Docket No. 191] that, among other things, approved bidding procedures for the sale of substantially all of the Debtors assets (excluding the assets of Ziphany, LLC and Negawatt Business Solutions, Inc.) (the Sale ). On June 10, 2014, in accordance with that order, the Debtors commenced an auction, at the conclusion of which on June 11, 2014, the Debtors selected Platinum Partners Value Arbitrage Fund LP ( Platinum ) as the successful bidder. On June 17, 2014, the Court entered an order [Docket No. 377] (the Sale Order ) approving the Sale to Platinum. 2 The Economic Closing (as defined in the Sale Order) of the Sale occurred on June 18, 2014, in accordance with the terms of the Sale Order. As of the date hereof, the Debtors and Agera are still performing 2 Pursuant to section of the Asset Purchase Agreement By and Among Glacial Energy Holdings and Platinum Partners Value Arbitrage Fund LP (the APA ), Agera Energy LLC ( Agera ), was designated by Platinum as the Designated Buyer (as defined in the APA). 3

4 Case CSS Doc 852 Filed 03/04/15 Page 4 of 10 certain critical tasks related to the Asset Transfer Closing Date (as defined in the Sale Order), which as described further below has occurred in part. 7. The Debtors are tenants under certain leases of non-residential real property related to operating subsidiaries across the country as well as the global headquarters in the Virgin Islands. 8. Pursuant to Paragraph 22 of the Sale Order, at any time prior to the Asset Transfer Closing Date, the Buyer (as defined in the Sale Order) may designate executory contracts and unexpired leases of non-residential real property that will not be assumed and assigned in connection with the Sale [O]n or before the date that is one (1) Business Day before the Relevant Closing Date (the Designation Deadline ), Platinum shall provide to the Sellers a list of those Contracts that it elects to have assumed and assigned to Buyer on the Relevant Closing Date (the Designated Contracts ). Platinum shall be entitled to remove Contracts from the list of Designated Contracts at any time prior to the Designation Deadline. Sale Order On February 20, 2015, Agera informed the Debtors that it intended to partially close on certain of the Debtors assets on or about February 23, 2015, and that it has elected to remove certain real estate leases and broker contracts, including the Rejected Contracts, as Designated Contracts (as defined in the Sale Order), thereby making them Excluded Contracts pursuant to the Sale Order and APA. On or about February 23, 2015, a partial asset transfer closing (the Partial Asset Closing ) occurred, pursuant to which each of Glacial Energy of New York, Glacial VI, LLC, Gridway Energy Holdings, Inc. and Negawatt Business Solutions transferred certain of their assets to Agera. Accordingly, the Debtors have determined, in the reasonable exercise of their business judgment, that the Rejected Leases no 4

5 Case CSS Doc 852 Filed 03/04/15 Page 5 of 10 longer serve any business purpose and are burdensome to the Debtors estates. 3 A list of each of the Rejected Leases is attached as Exhibit 1 to the Proposed Order (the Lease Schedule ). The Debtors are seeking to reject the Rejected Leases as of the Rejection Date. RELIEF REQUESTED 10. By this Motion, the Debtors seek entry of the Proposed Order, authorizing (i) the rejection of the Rejected Leases effective on the Rejection Effective Date, pursuant to sections 105 and 365 of the Bankruptcy Code. In addition, the Debtors also seek the authority pursuant to section 554(a) of the Bankruptcy Code to abandon any property that remains on the Premises. BASIS FOR RELIEF A. Rejection of the Rejected Leases Reflects the Debtors Sound Business Judgment. 11. Section 365(a) of the Bankruptcy Code provides, in relevant part, that a debtor in possession, subject to the court s approval, may assume or reject any executory contract or unexpired lease of the debtor. 11 U.S.C. 365(a); see also Univ. Med. Ctr. v. Sullivan (In re Univ. Med. Ctr.), 973 F.2d 1065, 1075 (3d Cir. 1992). Section 365 allows a trustee to relieve the bankruptcy estate of burdensome agreements which have not been completely performed. L.R.S.C. Co. v. Rickel Home Ctrs, Inc. (In re Rickel Home Ctrs., Inc.), 209 F.3d 291, 298 (3d Cir. 2000) (quoting Stewart Title Guar. Co. v. Old Republic Nat l Title Co., 83 F.3d 735, 741 (5th Cir. 1996)). 12. The decision to assume or reject an executory contract or unexpired lease is a matter within the business judgment of the debtor. Sharon Steel Corp. v. Nat l Fuel Gas 3 The Debtors have included certain Rejected Leases on the Lease Schedule out of an abundance of caution to ensure that, if such leases are subject to rejection or assumption under Section 365 of the Bankruptcy Code as executory contracts or unexpired leases, the Court approves the rejection of such leases and their underlying obligations. The Debtors do not admit or concede that, and reserve the right to contest whether, any lease listed is an executory contract or unexpired lease that is subject to section 365 of the Bankruptcy Code. 5

6 Case CSS Doc 852 Filed 03/04/15 Page 6 of 10 Distrib. Corp., 872 F.2d 36, 40 (3d Cir. 1989) (acknowledging business judgment as the standard for determining whether rejection of a contract is proper); see also Nat l Labor Relations Bd. v. Bildisco & Bildisco (In re Bildisco), 682 F.2d 72, 79 (3d Cir. 1982) ( The usual test for rejection of an executory contract is simply whether rejection would benefit the estate, the business judgment test. ); Computer Sales Int'l, Inc. v. Fed. Mogul Global, Inc. (In re Fed. Mogul Global, Inc.), 293 B.R. 124, 126 (D. Del. 2003); In re HQ Global Holdings, Inc., 290 B.R. 507, 511 (Bankr. D. Del. 2003). The business-judgment standard mandates that a court approve a debtor s business decision, unless the decision is the product of bad faith, or whim, or caprice. In re Trans World Airlines, Inc., 261 B.R. 103, 121 (Bankr. D. Del. 2001) (internal citations omitted); see also Summit Land Co. v. Allen (In re Summit Land Co.), 13 B.R. 310, 315 (Bankr. D. Utah 1981) ( In any event, court approval under Section 365(a), if required, except in extraordinary situations, should be granted as a matter of course. ). 13. The Debtors believe that rejection of the Rejected Leases nunc pro tunc to the Rejection Date is well within their business judgment and is in the best interests of their estates and creditors. As Agera has elected not to assume the Rejected Leases in connection with the Sale, the Rejected Leases no longer serve any business purpose to the Debtors. Further, the Rejected Leases are not a source of potential value for the Debtors estates or creditors, as the Debtors believe that any continued expense in maintaining the Rejected Leases and attempting to market the Rejected Leases would likely outweigh any consideration to be received from an assignee of the Rejected Leases. These continuing expenses would unnecessarily deplete assets of the Debtors estates to the detriment of all creditors. Accordingly, the decision to reject the Rejected Leases is a proper exercise of the Debtors business judgment, and rejection of the 6

7 Case CSS Doc 852 Filed 03/04/15 Page 7 of 10 Rejected Leases should therefore be approved pursuant to section 365(a) of the Bankruptcy Code. B. Nunc Pro Tunc Rejection Is Appropriate. 14. The Debtors also respectfully submit that it is appropriate for the Court to authorize the rejection of the Rejected Leases nunc pro tunc to the Rejection Date. While section 365 of the Bankruptcy Code does not specifically address whether the Court may order rejection to be effective retroactively, many courts have held that bankruptcy courts may authorize rejection retroactive to a date prior to entry of the order authorizing rejection. See Republic Underwriters Ins. Co. v. DBSI Republic, LLC (In re DBSI, Inc.), 409 B.R. 720, 734 (Bankr. D. Del. 2009) (providing that a bankruptcy court may enter a lease rejection order with an effective date earlier than the date the order is entered); In re Chi-Chi s, Inc., 305 B.R. 396, 399 (Bankr. D. Del. 2004) (acknowledging that bankruptcy court may approve a rejection retroactive to the date the motion is filed after balancing the equities in a particular case); BP Energy Co. v. Bethlehem Steel Corp., No. 02-civ- 6419, 2002 WL , at *2-3 (S.D.N.Y. Nov. 15, 2002) (finding that bankruptcy courts equitable powers allow for retroactive rejection date of executory contracts when favored by balance of equities ). Further, section 105(a) of the Bankruptcy Code empowers the Court to issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. 11 U.S.C. 105(a). 15. Here, the balance of equities favors authorizing the Debtors to reject the Rejected Leases nunc pro tunc to the Rejection Date. Any postponement of the effective date of rejection of the Rejected Leases may potentially cause the Debtors to incur unnecessary administrative expenses under the Rejected Leases without providing accompanying tangible benefits to the estates. Further, allowing the Debtors to reject the Rejected Leases will not unduly prejudice the landlords because they will receive notice of the Motion and were previously on notice 7

8 Case CSS Doc 852 Filed 03/04/15 Page 8 of 10 that leases may be removed from the list of leases to be assumed and assigned in connection with the Sale. Finally, as of the Rejection Date, the Debtors have tendered possession of the Leased Premises and all keys and alarm codes to the landlord for the Leased Premises and provided such landlord with an unequivocal statement of the Debtors relinquishment of any interest in the Leased Premises. C. Abandonment of Personal Property Is Appropriate. 16. Section 554(a) of the Bankruptcy Code provides that [a]fter notice and a hearing, the trustee may abandon any property of the estate that is burdensome to the estate or that is of inconsequential value and benefit to the estate. 11 U.S.C. 554(a). 17. To the extent that the Debtors currently hold any de minimis personal property in the locations covered by the unexpired leases, including, but not limited to, personal property, furniture, fixtures, and/or equipment (collectively, the Personal Property ), the Debtors request that such Personal Property be deemed abandoned pursuant to Section 554 of the Bankruptcy Code. 18. The Debtors submit that any Personal Property remaining at the unexpired lease locations will be of inconsequential value or burdensome to its estate to remove. The Debtors believe the cost of retrieving, marketing, and reselling the abandoned Personal Property far outweighs any recovery the Debtors could hope to attain for the Personal Property. Accordingly, the Debtors have determined that the abandonment of any such Personal Property is in the best interests of their estates and creditors. 19. Based upon the foregoing facts and circumstances, the Debtors submit that the abandonment of the Personal Property, in the manner set forth above, is supported by sound business judgment, and is necessary, prudent, and in the best interests of the Debtors, their estates and creditors, and parties in interest. 8

9 Case CSS Doc 852 Filed 03/04/15 Page 9 of 10 WAIVER OF BANKRUPTCY RULES 6004(a) AND (h) 20. To implement the foregoing successfully, the Debtors seek a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h) to the extent applicable. RESERVATION OF RIGHTS 21. Nothing contained herein is intended or should be construed as an admission of the validity of any claim against the Debtors, a waiver of the Debtors rights to dispute any claim, or an approval or assumption of any agreement or contract under section 365 of the Bankruptcy Code. The Debtors expressly reserve their rights to contest any invoice or claim related to the relief requested herein in accordance with applicable law. NOTICE 22. Notice of this Motion has been given to (i) the U.S. Trustee; (ii) counsel to the Debtors prepetition secured lender; (iii) counsel to the Creditors Committee; (iv) the counterparties to the Rejected Leases, and (v) all parties requesting notice in the Chapter 11 Cases pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure as of the date hereof. In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is necessary. 9

10 Case CSS Doc 852 Filed 03/04/15 Page 10 of 10 WHEREFORE, for the reasons set forth herein, the Debtors respectfully request that this Court enter the Proposed Order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and such other and further relief as the Court may deem just and proper. Dated March 4, 2015 Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Travis G. Buchanan Michael R. Nestor (No. 3526) Joseph M. Barry (No. 4221) Donald J. Bowman, Jr. (No. 4383) Travis G. Buchanan (No. 5595) Rodney Square 1000 North King Street Wilmington, Delaware Telephone Facsimile and- Alan M. Noskow (admitted pro hac vice) Mark A. Salzberg (admitted pro hac vice) SQUIRE PATTON BOGGS (US) LLP 2550 M St. NW Washington, DC Telephone Facsimile Co-Attorneys for the Debtors and Debtors in Possession 10

11 Case CSS Doc Filed 03/04/15 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re GRIDWAY ENERGY HOLDINGS, et al., Debtors x Chapter 11 Case No (CSS) Jointly Administered Hearing Date April 15, 2015, at 1000 a.m. (ET) Objection Deadline March 18, 2015, at 400 p.m. (ET) NOTICE OF MOTION TO (I) THE U.S. TRUSTEE; (II) COUNSEL TO THE DEBTORS PREPETITION SECURED LENDER; (III) COUNSEL TO THE CREDITORS COMMITTEE; (IV) THE COUNTERPARTIES TO THE REJECTED LEASES, AND (V) ALL PARTIES REQUESTING NOTICE IN THE CHAPTER 11 CASES PURSUANT TO RULE 2002 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AS OF THE DATE HEREOF. PLEASE TAKE NOTICE that the debtors and debtors in possession in the above-captioned cases (each, a Debtor and, collectively, the Debtors ) have filed the attached Debtors Second Omnibus Motion for Order, Pursuant to Sections 105, 365, and 554 of the Bankruptcy Code, Authorizing (I) the Rejection of Certain Unexpired Non-Residential Real Property Leases Nunc Pro Tunc to the Rejection Date and (II) the Abandonment of Any Property That Remains on the Premises Covered by the Leases (the Motion ). PLEASE TAKE FURTHER NOTICE that any objections to the relief requested in the Motion must be filed on or before March 18, 2015, at 400 p.m. (ET) (the Objection Deadline ) with the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 3 rd Floor, Wilmington, Delaware At the same time, you must serve a copy of your objection upon the undersigned counsel to the Debtors so as to be received on or before the Objection Deadline The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are Gridway Energy Holdings, Inc. (5072); Glacial Energy Holdings (3292); Glacial Energy, Inc. (1189); Glacial Energy of New York (0776); Glacial Energy of New England, Inc. (1724); Glacial Energy of Maryland, Inc. (7173); Glacial Energy of California, Inc. (1795); Glacial Energy of Illinois, Inc. (1796); Glacial Energy of New Jersey, Inc. (8671); Glacial Energy of Pennsylvania, Inc. (9762); Glacial Energy of Texas (1517); Glacial Energy of Washington DC, Inc. (5548); Glacial Energy of Ohio, Inc. (0103); Glacial Energy of Michigan, Inc. (7110); Glacial Natural Gas, Inc. (0165); Negawatt Business Solutions (6299); Negawatt Business Solutions, Inc. (f/k/a/ Gridway Energy Partners, Inc.) (7086); Ziphany, L.L.C. (7934); and Glacial Energy VI, LLC (1142). The location of the headquarters of Glacial Energy VI, LLC is 5326 Yacht Haven Grande, Box 36, St. Thomas, VI The location of the headquarters for the remaining Debtors is 24 Massachusetts Route 6A, Sandwich, MA

12 Case CSS Doc Filed 03/04/15 Page 2 of 2 PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE MOTION WILL BE HELD ON APRIL 15, 2015, AT 1000 A.M. (ET) BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5 TH FLOOR, COURTROOM #6, WILMINGTON, DELAWARE PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE MOTION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING. Dated March 4, 2015 Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Travis G. Buchanan Michael R. Nestor (No. 3526) Joseph M. Barry (No. 4221) Donald J. Bowman, Jr. (No. 4383) Travis G. Buchanan (No. 5595) Rodney Square 1000 North King Street Wilmington, Delaware Telephone Facsimile and- Alan M. Noskow (admitted pro hac vice) Mark A. Salzberg (admitted pro hac vice) SQUIRE PATTON BOGGS (US) LLP 2550 M St. NW Washington, DC Telephone Facsimile Co-Attorneys for the Debtors and Debtors in Possession

13 Case CSS Doc Filed 03/04/15 Page 1 of 6 Exhibit A Proposed Order

14 Case CSS Doc Filed 03/04/15 Page 2 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re GRIDWAY ENERGY HOLDINGS, et al., Debtors x Chapter 11 Case No (CSS) Jointly Administered Ref. Docket No. ORDER, PURSUANT TO SECTIONS 105, 365, AND 554 OF THE BANKRUPTCY CODE, AUTHORIZING (I) THE REJECTION OF CERTAIN UNEXPIRED NON- RESIDENTIAL REAL PROPERTY LEASES NUNC PRO TUNC TO THE REJECTION DATE AND (II) THE ABANDONMENT OF ANY PROPERTY THAT REMAINS ON THE PREMISES COVERED BY THE LEASES Upon consideration of the motion (the Motion ) 2 of the above-captioned debtors and debtors in possession (the Debtors ), for entry of an order, pursuant to sections 105(a), 365, and 554(a) of the Bankruptcy Code and Bankruptcy Rules 6006 and 6007, authorizing the Debtors to (i) reject certain unexpired leases of non-residential real property, as set forth on Exhibit 1 hereto, effective as of February 28, 2015, and (ii) abandon any remaining personal property and furniture, fixtures and equipment located at the Leased Premises, free and clear of all liens, claims, encumbrances, and interests or rights of third parties; and due and proper notice of the Motion having been given; and it appearing that no other or further notice of the Motion is 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are Gridway Energy Holdings, Inc. (5072); Glacial Energy Holdings (3292); Glacial Energy, Inc. (1189); Glacial Energy of New York (0776); Glacial Energy of New England, Inc. (1724); Glacial Energy of Maryland, Inc. (7173); Glacial Energy of California, Inc. (1795); Glacial Energy of Illinois, Inc. (1796); Glacial Energy of New Jersey, Inc. (8671); Glacial Energy of Pennsylvania, Inc. (9762); Glacial Energy of Texas (1517); Glacial Energy of Washington DC, Inc. (5548); Glacial Energy of Ohio, Inc. (0103); Glacial Energy of Michigan, Inc. (7110); Glacial Natural Gas, Inc. (0165); Negawatt Business Solutions (6299); Negawatt Business Solutions, Inc. (f/k/a/ Gridway Energy Partners, Inc.) (7086); Ziphany, L.L.C. (7934); and Glacial Energy VI, LLC (1142). The location of the headquarters of Glacial Energy VI, LLC is 5326 Yacht Haven Grande, Box 36, St. Thomas, VI The location of the headquarters for the remaining Debtors is 24 Massachusetts Route 6A, Sandwich, MA Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the Motion

15 Case CSS Doc Filed 03/04/15 Page 3 of 6 required; and it appearing that the Court has jurisdiction to consider the Motion in accordance with 28 U.S.C. 157 and 1334 and the Amended Standing Order; and it appearing that this is a core proceeding pursuant to 28 U.S.C. 157(b); and it appearing that venue of this proceeding and the Motion is proper pursuant to 28 U.S.C and 1409; and it appearing that the relief requested in the Motion and provided for herein is in the best interest of the Debtors, their estates, and creditors; and after due deliberation thereon and with sufficient cause appearing therefor IT IS HEREBY ORDERED THAT 1. The Motion is GRANTED, to the extent set forth herein. 2. The Rejected Leases listed on Exhibit 1 attached hereto are deemed rejected nunc pro tunc to February 28, As of February 28, 2015, the Debtors are authorized to abandon the Personal Property remaining at the unexpired lease locations. 4. All Personal Property remaining at the unexpired lease locations, as of February 28, 2015, is deemed abandoned. 5. Nothing in this Order or the Motion shall be construed as prejudicing any rights the Debtors may have to dispute or contest (i) whether any Rejected Lease is actually an executory contract or unexpired lease that is subject to assumption or rejection under section 365 of the Bankruptcy Code or (ii) the amount of, or basis for, any claims asserted against the Debtors arising in connection with the rejection of the Rejected Leases, or as an admission as to the validity or priority of any claim against the Debtors

16 Case CSS Doc Filed 03/04/15 Page 4 of 6 6. Nothing in the Motion or this Order shall be deemed or construed as an approval of an assumption of any executory contract or unexpired lease of non-residential real property pursuant to section 365 of the Bankruptcy Code, and all such rights are reserved. 7. Counterparties to the Rejected Leases shall have until the date fixed by this Court in the Chapter 11 Cases pursuant to Bankruptcy Rule 3003(c)(3) to file any and all claims for damages arising from the Debtors rejection of the Rejected Leases, or shall be forever barred from doing so. Nothing in this Order shall impair, prejudice, waive, or otherwise affect any rights, claims, or defenses of the Debtors and their estates with respect to any such damages claim. 8. Notwithstanding any applicability of Bankruptcy Rule 6004(h), the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 9. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 10. The Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Order. 11. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation and interpretation of this Order. Dated, 2015 Wilmington, Delaware Christopher S. Sontchi United States Bankruptcy Judge

17 Case CSS Doc Filed 03/04/15 Page 5 of 6 Exhibit 1 Rejected Leases

18 Case CSS Doc Filed 03/04/15 Page 6 of 6 LANDLORD ADDRESS1 ADDRESS2 ADDRESS3 Contract / Agreement Debtor Counterparty 24 6A, LLC ATTN Chris Bailey 5 Webster Ave Sandwich, MA Office Lease GLACIAL ENERGY HOLDINGS YACHT HAVEN GRANDE 5304 Yacht Haven Grande Suite 100 St. Thomas, USVI Office Lease GLACIAL ENERGY VI, LLC REGUS MANAGEMENT GROUP, LLC 2200 Pennslyvania Ave 4th Floor East Washington, DC Office Lease GLACIAL ENERGY HOLDINGS RICHARD & ELAINE SPENCELEY PO Box St. Thomas, USVI Office Lease GLACIAL ENERGY VI, LLC DAVINCI VIRTUAL OFFICE 2150 South 1300 East Suite 200 Salt Lake City, UT Office Lease GLACIAL ENERGY HOLDINGS