Case CSS Doc 763 Filed 01/15/15 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case CSS Doc 763 Filed 01/15/15 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re: GRIDWAY ENERGY HOLDINGS, INC. et al. Debtors. 1 Case No (CSS) (Jointly Administered) Re: Docket Nos. 699, 719, 728 CERTIFICATION OF COUNSEL REGARDING THE NOTICE OF SETTLEMENT OF CERTAIN FILED ELIGIBILE ADMINISTRATIVE CLAIMS FILED BY THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS I, Julia B. Klein, hereby certify the following: 1. On December 11, 2014, the Official Committee of Unsecured Creditors (the Committee ) filed the Notice of Settlement of Certain Filed Eligible Administrative Claims [Docket No. 699] (the Notice of Settlement ). 2. On December 22, 2014, the Debtors 2 filed the Objection to Notice of Settlement of Certain Filed Eligible Administrative Claims [Docket No. 719] (the Objection ). 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 Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Notice of Settlement /2 01/15/

2 Case CSS Doc 763 Filed 01/15/15 Page 2 of 4 3. On December 29, 2014, the Committee filed the Reply to Objection to Notice of Settlement of Certain Filed Eligible Administrative Claims [Docket No. 728] (the Committee Reply ). 4. On January 8, 2015, prior to the hearing scheduled on the proposed Settlement Stipulations and Notice of Settlement, counsel to one of the Claimants, George Esposito a/k/a Benjamin Esposito ( Mr. Esposito ), sent an electronic message (the First Esposito Message ) to counsel for the Committee and counsel for the Debtors attaching a Notice of Withdrawal of Claim No. 171 (the Esposito Withdrawal Notice ) indicating that Mr. Esposito planned on withdrawing his filed Eligible Administrative Claim (the Esposito Administrative Claim ). Counsel for Mr. Esposito further indicated that Mr. Esposito did not intend on filing the Esposito Withdrawal Notice on the docket, but would instead mail the Esposito Withdrawal Notice to Rust Consulting/Omni Bankruptcy (the Claims Agent ). 5. Also on January 8, 2015, the Court held a hearing (the Hearing ) on the Notice of Settlement, the proposed Settlement Stipulations, the Objection, and the Committee Reply. At the hearing, counsel for the Committee and counsel for the Debtors informed the Court that they understood that Mr. Esposito would be withdrawing the Esposito Administrative Claim. 6. At the conclusion of the Hearing, the Court overruled the Objection and approved the Settlement Stipulations. Counsel for the Committee indicated that in light of Mr. Esposito s apparent withdrawal of his claim, the Committee would submit a revised proposed order approving the Settlement Stipulations, but removing the proposed settlement with Mr. Esposito. -2-

3 Case CSS Doc 763 Filed 01/15/15 Page 3 of 4 7. Subsequent to the Hearing, Mr. Esposito s counsel informed counsel to the Committee and counsel to the Debtors that the Esposito Withdrawal Notice would not be submitted and that Mr. Esposito continued to assert the Esposito Administrative Claim. 8. In light of (i) the fact that the Esposito Withdrawal Notice was never filed on the docket and never formally submitted to the Debtors Claims Agent; (ii) the general statements made by counsel for the Committee at the Hearing in support of all of the proposed Settlement Stipulations; and the (iii) findings made by the Court on the record at the Hearing, which findings apply equally to the proposed settlement of the Esposito Administrative Claim, the undersigned respectfully requests that the Court enter the revised proposed order (the Revised Proposed Order ) attached hereto as Exhibit A approving each of the Settlement Stipulations, including the stipulation with Mr. Esposito. For the Court s reference, a marked version of the Revised Proposed Order highlighting the changes from the proposed order filed with the Notice of Settlement is attached hereto as Exhibit B. 9. A copy of the Revised Proposed Order was provided to counsel for Mr. Esposito, counsel for the Debtors, and to the United States Trustee, all of whom indicated they do not object to its submission to the Court for entry. Based on the foregoing, the undersigned respectfully requests that the Court enter the Revised Proposed Order without further notice or hearing. A hard copy of this certification is being submitted to Chambers along with the Revised Proposed Order. Dated: January 15, 2015 Wilmington, Delaware THE ROSNER LAW GROUP LLC By: /s/ Julia Klein Frederick B. Rosner (DE #3995) Julia B. Klein (DE #5198) -3-

4 Case CSS Doc 763 Filed 01/15/15 Page 4 of N. Market Street, Suite 810 Wilmington, Delaware Telephone: (302) klein@teamrosner.com - and LOWENSTEIN SANDLER LLP Sharon Levine, Esq. (admitted pro hac vice) Philip J. Gross, Esq. (admitted pro hac vice) 65 Livingston Avenue Roseland, New Jersey (973) (Telephone) (973) (Facsimile) slevine@lowenstein.com pgross@lowenstein.com Counsel to the Official Committee of Unsecured Creditors -4-

5 Case CSS Doc Filed 01/15/15 Page 1 of 4 EXHIBIT A 29675/2 01/15/

6 Case CSS Doc Filed 01/15/15 Page 2 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: GRIDWAY ENERGY HOLDINGS, INC. et al. Debtors. 1 Chapter 11 Case No (CSS) (Jointly Administered) Re: Docket No. ORDER APPROVING SETTLEMENT STIPULATIONS ALLOWING CERTAIN FILED ELIGIBLE ADMINISTRATIVE CLAIMS Upon the Notice of Settlement of Certain Filed Eligible Administrative Claims [Docket No. 699] (the Notice of Settlement ) filed by the Official Committee of Unsecured Creditors (the Committee ) appointed in the above-captioned chapter 11 cases on December 11, 2014, whereby the Committee (after consulting with the Debtors, as required pursuant to the Committee Global Settlement) seeks entry of an order approving Settlement Stipulations reached by and between the Committee and Claimants 2 pursuant to the terms of the Settlement Stipulations attached hereto as Exhibits A, B, C, D, E, F and G; 3 and upon the Objection to 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) (collectively, the Debtors ). 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 Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Notice of Settlement. 3 Exhibit A hereto contains a Settlement Stipulation between the Committee and Claimant Choice Energy Solutions, LLC. Exhibit B hereto contains a Settlement Stipulation between the Committee and Claimant Terry Hart. Exhibit C hereto contains a Settlement Stipulation between the Committee and Claimant George Esposito a/k/a Benjamin Esposito. Exhibit D hereto contains a Settlement Stipulation between the Committee and Claimant Michael White. Exhibit E hereto contains a Settlement Stipulation between the Committee and Claimant Mark Finley. Exhibit F 29675/2 01/15/

7 Case CSS Doc Filed 01/15/15 Page 3 of 4 Notice of Settlement of Certain Filed Eligible Administrative Claims [Docket No. 719] filed by the Debtors (the Objection ); and upon the Reply to Objection to Notice of Settlement of Certain Filed Eligible Administrative Claims [Docket No. 728] filed by the Committee (the Committee Reply ); and upon consideration of the Notice of Settlement, the Settlement Stipulations, the Objection, the Committee Reply, and the explanations set forth therein; and the Court having held a hearing on January 8, 2015 to consider approval of the Settlement Stipulations (the Hearing ); and upon the record of the Hearing, and all of the proceedings before the Court and the Court finding that entry into the Settlement Stipulations attached hereto and incorporated herein is in the best interests of the Debtors estates, their creditors and other parties-in-interest; and after due deliberation, and good and sufficient cause appearing therefor, IT IS HEREBY ORDERED, ADJUDGED and DECREED that: 1. The Objection is overruled. 2. The Settlement Stipulations entered into between the Committee and Claimants listed in footnote 3 above, copies of which are attached hereto as Exhibits A, B, C, D, E, F and G, are approved. 3. The Committee, the Debtors and the Debtors claims agent, Rust/Omni Bankruptcy, are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the terms of the Settlement Stipulations. 4. This Court shall retain jurisdiction to resolve any dispute relating to the enforcement or interpretation of the Settlement Stipulations or this Order. Dated: January, 2015 Wilmington, Delaware CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE hereto contains a Settlement Stipulation between the Committee and Claimant Joel Finley. Exhibit G hereto contains a Settlement Stipulation between the Committee and Claimant Henk Jonkman. -2-

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9 Case CSS Doc Filed 01/15/15 Page 1 of 47 EXHIBIT A

10 Case CSS Doc Filed 01/15/15 Page 2 of 47 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: GRIDWAY ENERGY HOLDINGS, INC. et al. Debtors. 1 Chapter 11 Case No (CSS) (Jointly Administered) STIPULATION BY AND BETWEEN THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS AND CLAIMANT CHOICE ENERGY SOLUCTIONS, LLC ALLOWING ELIGIBLE ADMINISTRATIVE CLAIM AND RELATED MATTERS This Stipulation (the Stipulation ) is made and entered into by and between the Official Committee of Unsecured Creditors (the Committee ) appointed in the above-captioned chapter 11 cases (the Chapter 11 Cases ) and claimant Choice Energy Solutions, LLC ( Claimant, and together with the Committee, the Parties ), pursuant to (i) sections 502 and 503 of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code ); (ii) Fed. R. Bankr. P. 9019(a); and (iii) the Committee Global Settlement (as defined below). WHEREAS, on April 10, 2014 (the Petition Date ), Gridway Energy Holdings, Inc. and certain of its subsidiaries and affiliates, as chapter 11 debtors and debtors in possession (collectively, the Debtors ) commenced voluntary chapter 11 cases under the Bankruptcy Code. 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 12/11/

11 Case CSS Doc Filed 01/15/15 Page 3 of 47 WHEREAS 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. WHEREAS by notice dated April 24, 2014, the Office of the United States Trustee (the U.S. Trustee ) appointed the Committee. WHEREAS on May 12, 2014, following extensive negotiations between the Committee, Debtors, Vantage Commodities Financial Services I, LLC ( Vantage ), and EDF Trading North America ( EDFT ), the parties (the Settlement Parties ) reached a global settlement (the Committee Global Settlement ) on the terms and conditions set forth in the Joint Motion of the Debtors, Official Committee of Unsecured Creditors, Vantage Commodities Financial Services I, LLC and EDF Trading North America LLC for Entry of an Order Approving Settlement and Compromise Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P [Docket No. 270] (the Committee Global Settlement Motion ) that resolved, among other things, issues in connection with the Debtors motions for (i) approval of debtor-in-possession financing from the Debtors prepetition secured lender, Vantage [Docket No. 9]; and (ii) approval of certain sales procedures and related relief regarding the sale of substantially all of the Debtors assets [Docket No. 13]. WHEREAS (i) on May 30, 2014, the Debtors and Committee jointly filed the Committee Global Settlement Motion seeking Court approval of the terms of the Committee Global Settlement; and (ii) on June 19, 2014, the Court entered an order [Docket No. 381] approving the Committee Global Settlement (the Committee Settlement Order ) and the Committee Global Settlement term sheet (the Term Sheet ). WHEREAS pursuant to the Committee Global Settlement, among other things, a fund was established by Vantage (the Committee Settlement Fund ) for purposes of funding (i) first, a carveout for fees and expenses incurred by the Committee and its professionals (the -2-

12 Case CSS Doc Filed 01/15/15 Page 4 of 47 Committee Expenses ) and (ii) second, the settlement of non-ordinary course, colorable administrative expense claims asserted by creditors based upon post-petition commissions, severance obligations, future compliance with non-compete provisions, and/or other colorable non-ordinary course administrative claims unpaid following the Petition Date (the Eligible Administrative Claims ). WHEREAS the Committee Global Settlement and Term Sheet established a process of allowing creditors to file and assert Eligible Administrative Claims, and then for the Committee (in consultation with the Debtors) to analyze and attempt to settle any asserted Eligible Administrative Claim via the filing of a Settlement Notice (as defined in the Committee Global Settlement Motion). WHEREAS by order dated July 16, 2014 (the Bar Date Order ) [Docket No. 431], the Court established the Administrative Claim Bar Date (as defined in the Bar Date Order) as the deadline for each entity asserting an Eligible Administrative Claim to file a specially designated Eligible Administrative Claim proof of claim form. WHEREAS, Claimant filed the following Eligible Administrative Claim: (i) claim number 150 ( Claim 150 ) (as listed in the Debtors claims register) asserted in the amount of $14, WHEREAS, the Parties have engaged in extensive, good-faith arm s-length negotiations and have agreed to resolve all issues in connection with Claim 150 on the terms and condition set forth below. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, SUBJECT TO BANKRUPTCY COURT APPROVAL, AS FOLLOWS: 1. The foregoing provisions are incorporated herein as if set forth separately below. -3-

13 Case CSS Doc Filed 01/15/15 Page 5 of The Parties agree that with respect to the claim(s) filed by Claimant: (i) Claim 150 in the amount of $14, is hereby reduced by 50% and allowed as an Eligible Administrative Claim in the amount of $7, against Debtor Gridway Energy Holdings, Inc. only and this claim shall be treated and receive distributions as set forth in the Global Settlement Order and Term Sheet, and a copy of Claim 150 as filed is attached as Exhibit 1 hereto. 3. For the avoidance of doubt, Claimant hereby agrees that it has no other or further administrative expense claim pursuant to section 503(b) of the Bankruptcy Code against any of the Debtors other than in the amount allowed pursuant to the immediately preceding paragraph The Committee, Debtors and the Debtors claims agent (Rust/Omni Bankruptcy) are authorized to take all actions necessary to effectuate the relief provided by this Stipulation. 5. Each person signing this Stipulation represents and acknowledges that he or she has the authority to so execute and bind themselves or the party they are signing for to all of the terms set forth herein. 6. This Stipulation may be executed in counterparts, and a facsimile or copy of a signature page is the equivalent of an original signature page. 7. This Stipulation contains the entire agreement and understanding of the parties hereto, and supersedes any and all prior agreements, arrangements, releases, and understandings, whether oral or written, between the Parties. 8. The Parties agree that the Bankruptcy Court shall retain jurisdiction to resolve any dispute arising with respect to the terms of this Stipulation. -4-

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56 Case CSS Doc Filed 01/15/15 Page 1 of 54 EXHIBIT B

57 Case CSS Doc Filed 01/15/15 Page 2 of 54 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: GRIDWAY ENERGY HOLDINGS, INC. et al. Debtors. 1 Chapter 11 Case No (CSS) (Jointly Administered) STIPULATION BY AND BETWEEN THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS AND CLAIMANT TERRY HART ALLOWING ELIGIBLE ADMINISTRATIVE CLAIM AND RELATED MATTERS This Stipulation (the Stipulation ) is made and entered into by and between the Official Committee of Unsecured Creditors (the Committee ) appointed in the above-captioned chapter 11 cases (the Chapter 11 Cases ) and claimant Terry Hart ( Claimant, and together with the Committee, the Parties ), pursuant to (i) sections 502 and 503 of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code ); (ii) Fed. R. Bankr. P. 9019(a); and (iii) the Committee Global Settlement (as defined below). WHEREAS, on April 10, 2014 (the Petition Date ), Gridway Energy Holdings, Inc. and certain of its subsidiaries and affiliates, as chapter 11 debtors and debtors in possession (collectively, the Debtors ) commenced voluntary chapter 11 cases under the Bankruptcy Code. 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 12/11/

58 Case CSS Doc Filed 01/15/15 Page 3 of 54 WHEREAS 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. WHEREAS by notice dated April 24, 2014, the Office of the United States Trustee (the U.S. Trustee ) appointed the Committee. WHEREAS on May 12, 2014, following extensive negotiations between the Committee, Debtors, Vantage Commodities Financial Services I, LLC ( Vantage ), and EDF Trading North America ( EDFT ), the parties (the Settlement Parties ) reached a global settlement (the Committee Global Settlement ) on the terms and conditions set forth in the Joint Motion of the Debtors, Official Committee of Unsecured Creditors, Vantage Commodities Financial Services I, LLC and EDF Trading North America LLC for Entry of an Order Approving Settlement and Compromise Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P [Docket No. 270] (the Committee Global Settlement Motion ) that resolved, among other things, issues in connection with the Debtors motions for (i) approval of debtor-in-possession financing from the Debtors prepetition secured lender, Vantage [Docket No. 9]; and (ii) approval of certain sales procedures and related relief regarding the sale of substantially all of the Debtors assets [Docket No. 13]. WHEREAS (i) on May 30, 2014, the Debtors and Committee jointly filed the Committee Global Settlement Motion seeking Court approval of the terms of the Committee Global Settlement; and (ii) on June 19, 2014, the Court entered an order [Docket No. 381] approving the Committee Global Settlement (the Committee Settlement Order ) and the Committee Global Settlement term sheet (the Term Sheet ). WHEREAS pursuant to the Committee Global Settlement, among other things, a fund was established by Vantage (the Committee Settlement Fund ) for purposes of funding (i) first, a carveout for fees and expenses incurred by the Committee and its professionals (the -2-

59 Case CSS Doc Filed 01/15/15 Page 4 of 54 Committee Expenses ) and (ii) second, the settlement of non-ordinary course, colorable administrative expense claims asserted by creditors based upon post-petition commissions, severance obligations, future compliance with non-compete provisions, and/or other colorable non-ordinary course administrative claims unpaid following the Petition Date (the Eligible Administrative Claims ). WHEREAS the Committee Global Settlement and Term Sheet established a process of allowing creditors to file and assert Eligible Administrative Claims, and then for the Committee (in consultation with the Debtors) to analyze and attempt to settle any asserted Eligible Administrative Claim via the filing of a Settlement Notice (as defined in the Committee Global Settlement Motion). WHEREAS by order dated July 16, 2014 (the Bar Date Order ) [Docket No. 431], the Court established the Administrative Claim Bar Date (as defined in the Bar Date Order) as the deadline for each entity asserting an Eligible Administrative Claim to file a specially designated Eligible Administrative Claim proof of claim form. WHEREAS, Claimant filed the following Eligible Administrative Claim: claim number 165 ( Claim 165 ) (as listed in the Debtors claims register) asserted in the amount of $138, WHEREAS, the Parties have engaged in extensive, good-faith arm s-length negotiations and have agreed to resolve all issues in connection with Claim 165 on the terms and condition set forth below. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, SUBJECT TO BANKRUPTCY COURT APPROVAL, AS FOLLOWS: 1. The foregoing provisions are incorporated herein as if set forth separately below. -3-

60 Case CSS Doc Filed 01/15/15 Page 5 of The Parties agree that with respect to the claim(s) filed by Claimant: (i) Claim 165 in the amount of $138, is hereby reduced by 50% and allowed as an Eligible Administrative Claim in the amount of $69, against Debtor Gridway Energy Holdings, Inc. only and this claim shall be treated and receive distributions as set forth in the Global Settlement Order and Term Sheet, and a copy of Claim 165 as filed is attached as Exhibit 1 hereto. 3. For the avoidance of doubt, Claimant hereby agrees that it has no other or further administrative expense claim pursuant to section 503(b) of the Bankruptcy Code against any of the Debtors other than in the amount allowed pursuant to the immediately preceding paragraph The Committee, Debtors and the Debtors claims agent (Rust/Omni Bankruptcy) are authorized to take all actions necessary to effectuate the relief provided by this Stipulation. 5. Each person signing this Stipulation represents and acknowledges that he or she has the authority to so execute and bind themselves or the party they are signing for to all of the terms set forth herein. 6. This Stipulation may be executed in counterparts, and a facsimile or copy of a signature page is the equivalent of an original signature page. 7. This Stipulation contains the entire agreement and understanding of the parties hereto, and supersedes any and all prior agreements, arrangements, releases, and understandings, whether oral or written, between the Parties. 8. The Parties agree that the Bankruptcy Court shall retain jurisdiction to resolve any dispute arising with respect to the terms of this Stipulation. -4-

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111 Case CSS Doc Filed 01/15/15 Page 2 of 25 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: GRIDWAY ENERGY HOLDINGS, INC. et al. Debtors. 1 Chapter 11 Case No (CSS) (Jointly Administered) STIPULATION BY AND BETWEEN THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS AND CLAIMANT GEORGE ESPOSITO A/K/A BENJAMIN ESPOSITO ALLOWING ELIGIBLE ADMINISTRATIVE CLAIM AND RELATED MATTERS This Stipulation (the Stipulation ) is made and entered into by and between the Official Committee of Unsecured Creditors (the Committee ) appointed in the above-captioned chapter 11 cases (the Chapter 11 Cases ) and claimant George Esposito a/k/a Benjamin Esposito ( Claimant, and together with the Committee, the Parties ), pursuant to (i) sections 502 and 503 of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code ); (ii) Fed. R. Bankr. P. 9019(a); and (iii) the Committee Global Settlement (as defined below). WHEREAS, on April 10, 2014 (the Petition Date ), Gridway Energy Holdings, Inc. and certain of its subsidiaries and affiliates, as chapter 11 debtors and debtors in possession (collectively, the Debtors ) commenced voluntary chapter 11 cases under the Bankruptcy Code. 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 12/11/

112 Case CSS Doc Filed 01/15/15 Page 3 of 25 WHEREAS 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. WHEREAS by notice dated April 24, 2014, the Office of the United States Trustee (the U.S. Trustee ) appointed the Committee. WHEREAS on May 12, 2014, following extensive negotiations between the Committee, Debtors, Vantage Commodities Financial Services I, LLC ( Vantage ), and EDF Trading North America ( EDFT ), the parties (the Settlement Parties ) reached a global settlement (the Committee Global Settlement ) on the terms and conditions set forth in the Joint Motion of the Debtors, Official Committee of Unsecured Creditors, Vantage Commodities Financial Services I, LLC and EDF Trading North America LLC for Entry of an Order Approving Settlement and Compromise Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P [Docket No. 270] (the Committee Global Settlement Motion ) that resolved, among other things, issues in connection with the Debtors motions for (i) approval of debtor-in-possession financing from the Debtors prepetition secured lender, Vantage [Docket No. 9]; and (ii) approval of certain sales procedures and related relief regarding the sale of substantially all of the Debtors assets [Docket No. 13]. WHEREAS (i) on May 30, 2014, the Debtors and Committee jointly filed the Committee Global Settlement Motion seeking Court approval of the terms of the Committee Global Settlement; and (ii) on June 19, 2014, the Court entered an order [Docket No. 381] approving the Committee Global Settlement (the Committee Settlement Order ) and the Committee Global Settlement term sheet (the Term Sheet ). WHEREAS pursuant to the Committee Global Settlement, among other things, a fund was established by Vantage (the Committee Settlement Fund ) for purposes of funding (i) first, a carveout for fees and expenses incurred by the Committee and its professionals (the -2-

113 Case CSS Doc Filed 01/15/15 Page 4 of 25 Committee Expenses ) and (ii) second, the settlement of non-ordinary course, colorable administrative expense claims asserted by creditors based upon post-petition commissions, severance obligations, future compliance with non-compete provisions, and/or other colorable non-ordinary course administrative claims unpaid following the Petition Date (the Eligible Administrative Claims ). WHEREAS the Committee Global Settlement and Term Sheet established a process of allowing creditors to file and assert Eligible Administrative Claims, and then for the Committee (in consultation with the Debtors) to analyze and attempt to settle any asserted Eligible Administrative Claim via the filing of a Settlement Notice (as defined in the Committee Global Settlement Motion). WHEREAS by order dated July 16, 2014 (the Bar Date Order ) [Docket No. 431], the Court established the Administrative Claim Bar Date (as defined in the Bar Date Order) as the deadline for each entity asserting an Eligible Administrative Claim to file a specially designated Eligible Administrative Claim proof of claim form. WHEREAS, Claimant filed the following Eligible Administrative Claim: (i) claim number 171 ( Claim 171 ) (as listed in the Debtors claims register) asserted in the amount of $585, WHEREAS, the Parties have engaged in extensive, good-faith arm s-length negotiations and have agreed to resolve all issues in connection with Claim 171 on the terms and condition set forth below. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, SUBJECT TO BANKRUPTCY COURT APPROVAL, AS FOLLOWS: 1. The foregoing provisions are incorporated herein as if set forth separately below. -3-

114 Case CSS Doc Filed 01/15/15 Page 5 of The Parties agree that with respect to the claim(s) filed by Claimant: (i) Claim 171 in the amount of $585, is hereby reduced by 50% and allowed as an Eligible Administrative Claim in the amount of $292, against Debtor Gridway Energy Holdings, Inc. only and this claim shall be treated and receive distributions as set forth in the Global Settlement Order and Term Sheet, and a copy of Claim 171 as filed is attached as Exhibit 1 hereto. 3. For the avoidance of doubt, Claimant hereby agrees that it has no other or further administrative expense claim pursuant to section 503(b) of the Bankruptcy Code against any of the Debtors other than in the amount allowed pursuant to the immediately preceding paragraph The Committee, Debtors and the Debtors claims agent (Rust/Omni Bankruptcy) are authorized to take all actions necessary to effectuate the relief provided by this Stipulation. 5. Each person signing this Stipulation represents and acknowledges that he or she has the authority to so execute and bind themselves or the party they are signing for to all of the terms set forth herein. 6. This Stipulation may be executed in counterparts, and a facsimile or copy of a signature page is the equivalent of an original signature page. 7. This Stipulation contains the entire agreement and understanding of the parties hereto, and supersedes any and all prior agreements, arrangements, releases, and understandings, whether oral or written, between the Parties. 8. The Parties agree that the Bankruptcy Court shall retain jurisdiction to resolve any dispute arising with respect to the terms of this Stipulation. -4-

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135 Case CSS Doc Filed 01/15/15 Page 1 of 26 EXHIBIT D

136 Case CSS Doc Filed 01/15/15 Page 2 of 26 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: GRIDWAY ENERGY HOLDINGS, INC. et al. Debtors. 1 Chapter 11 Case No (CSS) (Jointly Administered) STIPULATION BY AND BETWEEN THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS AND CLAIMANT MICHAEL WHITE ALLOWING ELIGIBLE ADMINISTRATIVE CLAIM AND RELATED MATTERS This Stipulation (the Stipulation ) is made and entered into by and between the Official Committee of Unsecured Creditors (the Committee ) appointed in the above-captioned chapter 11 cases (the Chapter 11 Cases ) and claimant Michael White ( Claimant, and together with the Committee, the Parties ), pursuant to (i) sections 502 and 503 of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code ); (ii) Fed. R. Bankr. P. 9019(a); and (iii) the Committee Global Settlement (as defined below). WHEREAS, on April 10, 2014 (the Petition Date ), Gridway Energy Holdings, Inc. and certain of its subsidiaries and affiliates, as chapter 11 debtors and debtors in possession (collectively, the Debtors ) commenced voluntary chapter 11 cases under the Bankruptcy Code. 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 12/11/

137 Case CSS Doc Filed 01/15/15 Page 3 of 26 WHEREAS 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. WHEREAS by notice dated April 24, 2014, the Office of the United States Trustee (the U.S. Trustee ) appointed the Committee. WHEREAS on May 12, 2014, following extensive negotiations between the Committee, Debtors, Vantage Commodities Financial Services I, LLC ( Vantage ), and EDF Trading North America ( EDFT ), the parties (the Settlement Parties ) reached a global settlement (the Committee Global Settlement ) on the terms and conditions set forth in the Joint Motion of the Debtors, Official Committee of Unsecured Creditors, Vantage Commodities Financial Services I, LLC and EDF Trading North America LLC for Entry of an Order Approving Settlement and Compromise Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P [Docket No. 270] (the Committee Global Settlement Motion ) that resolved, among other things, issues in connection with the Debtors motions for (i) approval of debtor-in-possession financing from the Debtors prepetition secured lender, Vantage [Docket No. 9]; and (ii) approval of certain sales procedures and related relief regarding the sale of substantially all of the Debtors assets [Docket No. 13]. WHEREAS (i) on May 30, 2014, the Debtors and Committee jointly filed the Committee Global Settlement Motion seeking Court approval of the terms of the Committee Global Settlement; and (ii) on June 19, 2014, the Court entered an order [Docket No. 381] approving the Committee Global Settlement (the Committee Settlement Order ) and the Committee Global Settlement term sheet (the Term Sheet ). WHEREAS pursuant to the Committee Global Settlement, among other things, a fund was established by Vantage (the Committee Settlement Fund ) for purposes of funding (i) first, a carveout for fees and expenses incurred by the Committee and its professionals (the -2-

138 Case CSS Doc Filed 01/15/15 Page 4 of 26 Committee Expenses ) and (ii) second, the settlement of non-ordinary course, colorable administrative expense claims asserted by creditors based upon post-petition commissions, severance obligations, future compliance with non-compete provisions, and/or other colorable non-ordinary course administrative claims unpaid following the Petition Date (the Eligible Administrative Claims ). WHEREAS the Committee Global Settlement and Term Sheet established a process of allowing creditors to file and assert Eligible Administrative Claims, and then for the Committee (in consultation with the Debtors) to analyze and attempt to settle any asserted Eligible Administrative Claim via the filing of a Settlement Notice (as defined in the Committee Global Settlement Motion). WHEREAS by order dated July 16, 2014 (the Bar Date Order ) [Docket No. 431], the Court established the Administrative Claim Bar Date (as defined in the Bar Date Order) as the deadline for each entity asserting an Eligible Administrative Claim to file a specially designated Eligible Administrative Claim proof of claim form. WHEREAS, Claimant filed the following Eligible Administrative Claims: (i) claim number 173 ( Original Claim 173 ) (as listed in the Debtors claims register) asserted in the amount of $30,000.00; and (ii) amended claim number 173 ( Amended Claim 173 ) asserted in the amount of $111, WHEREAS, the Parties have engaged in extensive, good-faith arm s-length negotiations and have agreed to resolve all issues in connection with Original Claim 173 and Amended Claim 173 on the terms and condition set forth below. -3-

139 Case CSS Doc Filed 01/15/15 Page 5 of 26 NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, SUBJECT TO BANKRUPTCY COURT APPROVAL, AS FOLLOWS: 1. The foregoing provisions are incorporated herein as if set forth separately below. 2. The Parties agree that with respect to the claim(s) filed by Claimant: (i) (ii) Amended Claim 173 in the amount of $111,000 is hereby reduced by 50% and allowed as an Eligible Administrative Claim in the amount of $55,500 against Debtor Gridway Energy Holdings, Inc. only and this claim shall be treated and receive distributions as set forth in the Global Settlement Order and Term Sheet, and a copy of Amended Claim 173 as filed is attached as Exhibit 1 hereto; Original Claim 173 is hereby expunged and disallowed in its entirety. 3. For the avoidance of doubt, Claimant hereby agrees that it has no other or further administrative expense claim pursuant to section 503(b) of the Bankruptcy Code against any of the Debtors other than in the amount allowed pursuant to the immediately preceding paragraph The Committee, Debtors and the Debtors claims agent (Rust/Omni Bankruptcy) are authorized to take all actions necessary to effectuate the relief provided by this Stipulation. 5. Each person signing this Stipulation represents and acknowledges that he or she has the authority to so execute and bind themselves or the party they are signing for to all of the terms set forth herein. 6. This Stipulation may be executed in counterparts, and a facsimile or copy of a signature page is the equivalent of an original signature page. 7. This Stipulation contains the entire agreement and understanding of the parties hereto, and supersedes any and all prior agreements, arrangements, releases, and understandings, whether oral or written, between the Parties. -4-

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