SoCalGas Terms & Conditions of Natural Gas Services for Commercial Customers

Provided to Residential & Commercial Customers by Greenwave Energy LLC

The Energy Division of the California Public Utilities Commission (CPUC) has granted to Greenwave Energy LLC (GWE) a Registration Certificate to operate as a Core Transport Agent (CTA) in the State of California. In accordance with the rules and regulations of the CPUC, GWE is providing you (the "Customer") this copy of the Terms & Conditions of its Natural Gas Services (last revised July 27, 2016). Although GWE will provide its Customers with the natural gas commodity, Southern California Gas Company (SoCalGas) will continue to transport and deliver the natural gas through their pipeline system on behalf of GWE to the Customer's home or business (the Service Address/Delivery Point).

1. Natural Gas Services and Products. In accordance with SoCal's Rules and Tariffs, GWE will purchase and deliver sufficient gas supply and winter storage quantities of gas to SoCalGasfor the Customer's residential or commercial account.

When you buy your natural gas from GWE, you are partnering with a company that has purchased carbon offsets for 100% of the emissions associated with its retail customer's natural gas consumption based on the average natural gas-related emissions of an average California home according to the EIA. Carbon offsets fund projects that lower or sequester CO2 and are derived from projects including reforestation, renewable energy projects, carbon-storing agricultural practices, and waste and landfill management which mitigate harmful greenhouse gas emissions. For more information regarding Offset Credits, Customers can go to www.oal.ca.gov and search carbon offsets.

2. Prices and Fees for Natural Gas and Related Products. The Customer will be charged a variable rate based on the SoCalGasCityGate wholesale price, less a 1% discount, on the volumes of natural gas used by the Customer during the billing cycle. ("SoCalGasCityGate wholesale price" means the wholesale trading market for SoCal CityGate on or around the 24th day of the month preceding the month of natural gas flow). This variable rate means that the price may change each month depending on market conditions. A monthly administrative fee of 89 cents per day will also be included to cover the costs of carbon offset purchases. You must continue to pay SoCalGasfor delivering the supply to your home which is included on your invoice.

3. Release of Information. By entering into this Natural Gas Services Agreement (the "Agreement") with GWE, the Customer authorizes GWE to arrange for the delivery of natural gas supply to the Delivery Point and to provide other services related to your account, such as scheduling, balancing, and storage in accordance with the applicable SoCalGastariffs. By entering into this Agreement, the Customer designates GWE as its authorized supplier and authorizes SoCalGasto release to GWE the Customer's historical usage, billing and payment history, and credit history.

4. Term. Service will be effective and commence as of the next regularly scheduled meter read date following your enrollment with GWE (in accordance with the applicable SoCalGaspolicy and tariff) for a Primary Term of twelve (12) months. Service under this Agreement will continue after the Primary Term on a month-to-month basis until you notify GWE in writing or by calling GWE's Customer Service of your intent to cancel. The cancellation will become effective on the next regularly scheduled meter read date following thirty (30) days from receipt of your notice.

5. Billing, Payment and Disputes. Customer will continue to receive one monthly bill from SoCalGasfor the quantities of gas delivered during the billing period based on SoCal's reading of your meter at your Service Address. The SoCalGasbill will include GWE charges and any other charges incurred in accordance with SoCal's tariffs and this Agreement and will be due within 21 days following the end of the SoCalGasbilling cycle. Customer's payment must be made to SoCalGasin accordance with the terms of the SoCalGastariff as set forth on the bill. If the Customer disputes or does not understand any GWE item on the SoCalGasbill, the Customer should promptly contact GWE's Customer Service at the toll-free number provided in the last Section of these Terms & Conditions. After discussing questions or concerns with GWE and Customer is still not satisfied, he/she may contact SoCalGasor the CPUC to file a complaint. While the disputed issues are being resolved, the Customer must pay the undisputed portion of their bill, and if Customer fails to pay the undisputed amount when due, GWE may apply interest on past due amounts from the due date to the date of payment at an interest rate of 2% per month.

6. Customer Cancellation Provisions. The CPUC wants to ensure that Commercial Customers have a fair chance to cancel this Natural Gas Service Agreement and, accordingly, the Customer may cancel GWE's service before it becomes effective within 3 days of Customer's initial authorization by calling GWE's tollfree Customer Service number. After this initial 3-day period, Customer may still cancel this Agreement at any time by contacting GWE and providing a reason for dissatisfaction and requesting their Agreement be terminated. If the Customer does request to cancel this Agreement, the cancellation will take effect in accordance with SoCal's procedures. Customer will be responsible for all payments due until the cancellation and transfer of natural gas service process is completed by SoCal. GWE does not charge any early termination fees.

7. Penalties, Fees and Exceptions. Notwithstanding the foregoing, you may cancel this Agreement without penalty if you move to another location and provide a forwarding address and, if required, reasonable evidence that you no longer occupy the service address. You will be responsible for all outstanding charges incurred prior to the switch in providers as determined by SoCal's procedures. If Customer defaults in the prompt payment of amounts due under this Agreement, he/she will be liable for any and all fees or charges, including reasonable attorney fees and court costs, incurred in connection with the collection of delinquent balances. GWE may use the services of debt collection agencies, consumer reporting agencies, and other remedies as allowed by law to collect any unpaid balances.

8. Cancellation by GWE. GWE, at its sole discretion, may terminate this Agreement at any time with thirty (30) days' written notice, which circumstances might include but are not limited to commercial customers who consume more than 150 dekatherms per year. If this Agreement is canceled, expires, or otherwise terminated, Customer will be returned to SoCal's service, unless Customer designates another provider of natural gas service. Only SoCalGasmay shut off your natural gas service.

9. Warranties. GWE MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH REGARD TO THE PROVISION OF NATURAL GAS SERVICE AND DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

10. Limitation of Liability. Customer will be deemed to be in exclusive control (and responsible for any damages or injury caused thereby) of the natural gas after receipt from SoCalGasat the Delivery Point at the Service Address/Customer's home. GWE WILL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES), WHETHER BY STATUTE, IN CONTRACT OR TORT, EVEN IF THE RESULT OF NEGLIGENCE (WHETHER SOLE, JOINT, CONCURRENT, ACTIVE OR PASSIVE). ALL OTHER LIABILITY WILL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, AND SUCH DIRECT ACTUAL DAMAGES WILL BE THE SOLE AND EXCLUSIVE REMEDY. CUSTOMER HEREBY WAIVES ALL OTHER REMEDIES AT LAW OR IN EQUITY. THERE ARE NO THIRD PARTY BENEFICIARIES TO THIS AGREEMENT. To the extent any damages required to be paid hereunder are liquidated, GWE and Customer acknowledge that the damages are not intended and shall not be construed as a penalty, such damages are difficult or impossible to determine, that otherwise obtaining an adequate remedy is inconvenient or impossible, and that the liquidated damages constitute a reasonable approximation of the harm or loss.

Agreement to Binding Arbitration and Waiver of Class: THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. PLEASE READ THESE PARAGRAPHS CAREFULLY. • WITH LIMITED EXCEPTIONS, THIS ARBITRATION PROVISION ALLOWS EITHER PARTY TO REQUIRE THAT ANY "CLAIM" BE RESOLVED BY BINDING ARBITRATION. • ARBITRATION REPLACES THE RIGHT TO GO TO COURT AND TO HAVE A CLAIM DETERMINED BY A JURY. OTHER RIGHTS YOU MAY HAVE IN COURT, SUCH AS DISCOVERY OR APPEAL RIGHTS, MAY NOT BE AVAILABLE OR MAY BE MORE LIMITED IN ARBITRATION. EXCEPT AS PROVIDED BELOW, THOSE OTHER RIGHTS ARE WAIVED. • YOU WILL NOT BE ABLE TO DO THESE TWO THINGS (IN COURT OR IN ARBITRATION): (1) BRING A CLAIM AS A CLASS ACTION OR IN A REPRESENTATIVE CAPACITY; OR (2) PARTICIPATE IN A CLAIM AS A CLASS MEMBER.

Excepting only the collections of money owed to GWE, any and all disputes which involve or relate in any way to this Agreement or to GWE's provision of natural gas service shall be submitted to and resolved by final and binding, private and confidential arbitration in the county in which Customer is located pursuant to the Federal Arbitration Act. However, nothing in this Agreement shall be construed to restrict or prevent either party from pursuing injunctive relief in a court of competent jurisdiction, where appropriate. Injunctive relief includes, but is not limited to, temporary and/or permanent injunctions or restraining orders.

Customer and GWE understand that by entering into this Agreement, they are waiving any right they may have to file a lawsuit or other civil proceeding relating to this Agreement or the provision of natural gas service by GWE, and that Customer and the GWE are waiving any right they may have to resolve disputes through a jury trial, except that no party shall be precluded from seeking remedies in small claims court for disputes or claims within the scope of its jurisdiction.

The arbitration shall be conducted under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"), or its successor, before a mutually agreed upon neutral arbitrator selected in accordance with the JAMS Consumer Arbitration Rules ("JAMS Rules"). Except as provided in this Agreement, the arbitration shall be in accordance with the JAMS Rules (or their equivalent) to the extent such rules are consistent with California law; each party shall have the right to engage in discovery, including but not limited to the taking of three party or non-party witness depositions, unless otherwise ordered by the arbitrator; the arbitration fees shall be paid by GWE; the arbitrator shall have the authority to award any damages authorized by law for the claims presented, including punitive damages; the decision of the arbitrator shall be final and binding on all Parties and shall be the exclusive remedy of the Parties; and the award shall be in writing in accordance with the JAMS Rules, and shall be subject to judicial enforcement and review in accordance with California law.

If the Customer initiates arbitration against GWE, the only fee required to be paid by the Customer is $250, which is approximately equivalent to current court filing fees. All other costs shall be borne by GWE, including any remaining JAMS Filing Fee, Case Management Fee and all professional fees for the arbitrator's services. If GWE initiates the arbitration, GWE will pay all costs associated with the arbitration.

Customer and GWE further agree, to the fullest extent allowed by law, to all of the following (the "Class Action Waiver"): ° Claims will not under any circumstances be pursued in Class Proceedings; ° Customer waives the right to bring or to participate in Class Proceedings against GWE; ° Customer waives the right to bring or to participate in Class Proceedings against GWE; ° If some other person initiates a Class Proceeding against GWE, Customer cannot not and will not join that proceeding or participate as a member of that class; and ° If some other person initiates a Class Proceeding against GWE, Customer may not and will not join that proceeding or participate as a member of that class Arbitration Provision (this "provision").

11. Miscellaneous. (a) The services provided by GWE are governed by the terms and conditions of this Agreement and SoCal's tariffs. Customer may obtain additional information by contacting GWE or SoCal. See the contact information at the end of these Terms and Conditions. (b) If GWE is rendered unable to perform, in whole or in part, by a Force Majeure event, its performance under this Agreement will be excused for the duration of such event. "Force Majeure" means any act or event that is beyond the reasonable control of GWE that adversely affects, interrupts, or precludes its performance. In addition, acts of other parties, including without limitation, wholesale suppliers, aggregators, other CTAs, qualified scheduling entities, SoCal, any governmental authority, and the respective employees and agents of such parties, will also be deemed to be events of Force Majeure. (c) Natural gas shall continue to be provided and delivered by SoCal. Your natural gas service will be provided in accordance with your existing connection requirements unless you request a change by SoCalGasand pay for the cost of that change. You may not resell or use any natural gas provided under this Agreement as an auxiliary or supplement to any other source of power. The supply of natural gas under this Agreement will be measured at the delivery point by SoCal. GWE and Customer will be bound by the measurement from the meters owned, installed, maintained and read by SoCal. (d) This Agreement will be governed by, interpreted, construed and enforced in accordance with the laws of the State of California, without regard to principles of conflicts of laws. (e) These Terms and Conditions of Service constitute the entire agreement between Customer and GWE relating to the subject matter hereof and supersede any other agreements, written or oral, between Customer and GWE concerning the subject matter of this Agreement. (f) Customer may not assign this Agreement or your obligations under this Agreement without GWE's prior written consent. GWE may assign this Agreement, together with all rights and obligations hereunder, to (i) GWE's natural gas supplier, or such supplier's designee, (ii) an affiliate of GWE or to any other person succeeding to all or substantially all of GWE's assets, or (iii) in connection with any financing or other financial arrangement. (g) Any failure by GWE to enforce any term or condition of Customer's natural gas service or otherwise exercise any right it may have under this Agreement will not be deemed a waiver of any rights to thereafter enforce any or all of the terms or conditions of Customer's service or to exercise rights under this Agreement. (h) Should any provision of this Agreement for any reason be declared invalid or unenforceable by final and applicable order by a court or any regulatory body having jurisdiction, such decisions shall not affect the validity of the remaining portions, and the remaining portions shall remain in effect as if this Agreement had been agreed to without the invalid portion. If any provision of this Agreement is declared invalid, the remainder of this Agreement will be construed so as to give effect to its original intent and effect as near as possible. (i) The provisions of this Agreement concerning payment, limitation of liability, and waivers will survive the termination or expiration of this Agreement.

12. Contact Information.

Greenwave Energy LLCAddress: 6520 Lonetree Blvd. Suite 1029Rocklin, CA 95765Website: www.greenwaveenergy.comPhone: 800-296-2203 (Toll Free)Hours of Operation: Mon-Fri (except holidays) 5:00am-5:00pm (PST)Saturday: 7:00am-2:00pm (PST)

Southern California Gas Company (SoCalGas)Address: P.O. Box 1626Monterey Park, CA 91754-8626In the case of a gas emergency, call: 800-427-2200

California Public Utilities Commission (CPUC)320 West 4th Street, Suite 500, Los Angeles, CA 90013213-576-7000