Case KJC Doc 267 Filed 07/06/17 Page 1 of 9

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1 Case KJC Doc 267 Filed 07/06/17 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAV'VARE In re: AQIJION ENERGY, INC., ' Chapter 11 Case No. 17-1OS00 (KJC) Debtor. Objection Deadline: July 20, 2017 at 4:00 p.m. (ET) Hearing llate: August 23, 2017 at 10:00 a.m. (ET) DEBTOR'S 1VIOTION FOR ENTRY OF AN ORDER AUTHORIZING THE DEBTOR TO RE3ECT THE EXECUTORY CONTRACT WITH WYSSMONT, INC, NUNC PRO TUNC TO JUNE 23, 2017 THE PARTY RECEIVING THIS MOTION SHOULD LOCATE ITS NAME AND ITS CONTRACT LISTEll ON EXHIBIT B ATTACHED HERETO. The above-captioned debtor and debtor in possession (the "Debtor") moves the Court for the entry of an order, substantially in the form attached as Exhibit A, authorizing the Debtor to reject the executory contract listed in Exhibit B with Wyssmont, Inc. (the "Reiected Contract"),2 nunc pno tunc to June 23, 2017 (the "Rejection Effective Date"). In support of this motion, the Debtor respectfully states as follows: JURISDICTION AND VENUE The United States Bankruptcy Court for the District of Delaware (the "Court") has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the ~ The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is Aquion Enet gy, Inc. (1370). The Debtor's headquarters is located at 32 39th Street, Pittsburgh, PA, The Debtor may have claims and/or defenses against the counterparly to the Rejected Contract either arising under, or independently from, the Rejected Contract. The Debtor does not waive such claims by filing of this Motion or the rejection of the Rejected Contract. The Debtor expressly reserves all rights with respect to the Rejected Contract, including, without limitation, the right to dispute the validity, status, or characterization of the Rejected Contract or to assert that the Rejected Contact terminated prior to the Petition Date or the Rejection Effective Date.

2 Case KJC Doc 267 Filed 07/06/17 Page 2 of 9 Ancended Standing Order of Reference from the United States Dzst~ict Court fog the District of Delaware, dated February 29, This matter is a core proceeding within the meaning of 28 U,S.C. 157(b)(2), and the Debtor confirms its consent pursuant to Rule (~ of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules") to the entry of a final order by the Court in connection with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 2. Venue for this matter is proper in this district pursuant to 28 U.S.C and The statutory bases for the relief requested herein are sections 105(a) and 365 of Title 11 of the United States Code (the "Bankruptcy Code") and Rule 6006 of the Federal Rules of Bankruptcy Procedure (the `BankruptcYRules") BACKGROUND A. GENERAL BACKGROUND 4. On March 8, 2017, the Debtor filed with this Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtor is operating its business and managing its properties as a debtor and debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 5. The Debtor manufactures saltwater batteries with a proprietary, environmentally-friendly electrochemical design. Based in Pittsburgh, the Debtor was founded in 2008 and had its first commercial product launch in Designed for stationary energy storage in pristine environments, island locations, homes, and businesses, the Debtor's batteries _2_

3 Case KJC Doc 267 Filed 07/06/17 Page 3 of 9 have been Cradle to Cradle CertifiedTM, an environmental sustainability certification that has never previously been given to a battery producer. The Debtor's battery technology has won multiple prestigious awards including PopulaN Science Best of What's New Innovation of the Yeah (2014), MIT Technology Review SO Smartest Companies (201 S), Global Cleantech 100 NoNth American Company of the Yeah (2017), among others. The Debtor's batteries contain no heavy metals or toxic chemicals and are non-flammable and non-explosive. The Debtor's products include battery stacks, modules and monitoring systems. More than 55 global dealers and distributors sell the Debtor's products directly to end users and other customers that incorporate the batteries into third party systems and equipment such as inverters, controls, solar/wind generators, gensets, racking, and enclosures. 6. On March 10, 2017, the Debtor filed the FiNst Omnibus Motion for EntNy of an ONde~ Authorizing the Debtor to Reject CeNtain Unexpired Lease and executory ContNacts Nunc Pro Tunc to the Petition Date [Docket No. 23]. 7. On May 24, 2017, the Debtor filed the Motion fon EntNy of an OrdeN (I)(A) AuthoNizing Entry Into the Asset PuNchase Agreement with Respect to the Sale of SubsCantially All of the Debtor's Assets, (B) AppNoving Bid P~oceduNes fon the Sale of Substantially All of'the Assets of DebtoN, (C) Scheduling an Auction and HeaNing to ConsideN the Sale and AppNove the FoNm and Manner of Notices Related TheNeto, (D) Establishing ProceduNes Relating to the Assumption and Assignment of CeNtain Contracts and Leases, Including Notice of Proposed Cure Amounts, (E) Approving CeNtain Breakup Fee Provisions; (II) Authorizing and AppNoving (A) the Sale of Certain Assets Free and Clear of All Liens, Claims, Encumbrances and Interests and (13) the Assumption and Assignfnent of Certain ContNacts and Leases; and (III) Granting Related Relief [Docket No. 168]. Following an -3-

4 Case KJC Doc 267 Filed 07/06/17 Page 4 of 9 auction conducted on June 20, 2017, Juline-Titans LLC (the "Successful Bidder") was deemed to have submitted the highest and best offer for substantially all of the Debtor's assets. The final sale price was $9,164,000, which was approximately three times greater than the stalking horse bid. On June 21, 2017, the Bankruptcy Court entered an order approving the sale [Docket No. 248] (the "Sale Order") 8. The factual background regarding the Debtor, including its historical business operations and the events precipitating the chapter 11 filing, is set forth in detail in the Declaration of Suzanne Roski, Chief RestNucturing OfficeN, in SuppoNt of First Day Motions (the "First Day Declaration") and fully incorporated herein by reference.3 B. I2F,JECTED CONTRACT 9. The Rejected Contract is a services agreement for a commercial dryer. The Debtor has ceased its manufacturing operations, and the Rejected Contract will not be assumed and assigned to the Successful Bidder pursuant to the Sale Order (or to the Back-up Bidder (as defined in the Sale Order)). Accordingly, the Debtor no longer requires the equipment and services covered by the Rejected Contract. 10. The Debtor has undertaken a review of its executory contracts and has determined that (a) the Rejected Contract will not be assumed and assigned to the Successful Bidder pursuant to the Sale Order (or to the Back-up Bidder (as defined in the Sale Order)), (b) the Rejected Contract is financially burdensome and no longer necessary after the sale of substantially all of the Debtor's assets, (c) the Rejected Contract has no marketable value that could be generated through assumption and assignment, and (d) the Debtor's continued performance under the Rejected Contract would constitute an unnecessary depletion of value of 3 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the First Day Declaration.

5 Case KJC Doc 267 Filed 07/06/17 Page 5 of 9 the Debtor's estate. Furthermore, the Debtor (a) has ceased using any and all equipment and agreements that are the subject of the Rejected Contract, (b) does not expect the counterparty under the Rejected Contract to continue to perform under its contract, and (c) communicated to counsel for Wyssmont, Inc. that the dryer was available for pickup on June 23, Accordingly, it is in the best interests of creditors that the Rejected Contract be rejected, nunc pno tunc to June 23, RELIEF REQUESTED 11, The Debtor seeks entry of an order, substantially in the form attached hereto as Exhibit A, authorizing it to reject the Rejected Contract nunc pno tunc to June 23, BASIS FOR RELIEF A. RTJECTION OF THE REJECTED CONTRACT IS A SOUND EXERCISE OF THE DEBTOR'S BUSINESS JUllGMENT. 12. Section 365(a) of the Bankruptcy Code provides that a debtor, "subject to the court's approval, may assume or reject any executory contract or unexpired lease." 11 U.S.C. 365(a). Courts routinely approve motions to reject executory contracts and unexpired leases upon a showing that the debtor's decision to take such action will benefit the debtor's estate and is an exercise of sound business judgment. NLRB v. I3ildisco & Bildisco, 465 U,S. 513, 523 (1984) (stating that the traditional standard applied by courts to authorize the rejection of an executory contract is that of "business judgment"); see also In ~e Taylor, 913 F.2d 102 (3d. Cir. 1990); In Ne 13uckhead America CoNp., 180 B.R. 83 (Bankr. D. Del. 1995). 13. Courts generally will not second-guess a debtor's business judgment concerning the rejection of an executory contract or unexpired lease. See In re ANmstrong WoNld Indus., 348 B.R. 136, 162 (Bankr. D. Del. 2006) ("Courts have uniformly deferred to the business judgment of the debtor to determine whether the rejection of an executory contract of -5-

6 Case KJC Doc 267 Filed 07/06/17 Page 6 of 9 unexpired lease by the debtor is appropriate under section 365(a) of the Bankruptcy Code."); In Ne Trans World Airlines, Inc., 261 B.R. 103, 121 (Banlcr. D. Del: 2001) ("A debtor's decision to reject an executory contract must be summarily affirmed unless it is the product of bad faith, or whim or caprice." (internal quotations omitted)). The "business judgment" testis not a strict standard; it merely requires a showing that either assumption or rejection of the executory contract ar unexpired lease will benefit the debtor's estate. N.L.R.B. v. Bildisco, 682 F.2d 72, 79 (3rd Cir. 1982) (noting that the "usual test for rejection of an executory contract is simply whether rejection would benefit the estate") aff'd, 465 U.S. 513 (1984). Further, "[s]ection 365 enables the tirustee to maximize the value of the debtor's estate by assuming executory contracts and unexpired leases that benefit the estate and rejecting those that do not." L.R.S. C. Co. v. Rickel Home CenteNs, Inc. (In re Rickel Home Centers, Inc.), 209 F.3d 291, 298 (3d Cir. 2000); see also StewaNt Title Guar. Co. v. Old Republic Nat'l Title Ins. Co., 83 F.3d 735, 741 (5th Cir. 1996) (section 365 of the Bankruptcy Code "allows a trustee to relieve the bankruptcy estate of burdensome agreements which have not been completely performed"). 14. Here, the Debtor has determined that the Rejected Contract is not necessary in light of the Debtor's proposed sale, nor is it a source of potential value for the Debtor's creditors or other parties in interest. The Debtor has undertaken a review of the Rejected Contract and has determined that (a) the Rejected Contract will not be assumed and assigned to the Successful Bidder pursuant to the Sale Order (or to the Back-up Bidder (as defined in the Sale Order)), (b) the Rejected Contract is financially burdensome and no longer necessary after the sale of substantially all of the Debtor's assets, (c) the Rejected Contract has no marketable value that could be generated through assumption and assignment, and (d) the Debtor's continued performance under the Rejected Contract would constitute an unnecessary

7 Case KJC Doc 267 Filed 07/06/17 Page 7 of 9 depletion of value of the Debtor's estate. Accordingly, the Debtor has determined, in the sound exercise of its reasonable business judgment, that it is in the best interests of creditors that the Rejected Contract be rejected, effective as of June 23, B. NUNC PRO TUNC RELIEF IS APPROPRIATE 15. Bankruptcy courts are empowered to grant retroactive rejection of a contract or lease under. sections 105(x) and 365(a) of the Bankruptcy Code. See Thinking Machs. Corp. v. Mellon Fin. SeNvs. Corp. (In ~e Thinking Machines CoNp.), 67 T.3d 1021, (lst Cir. 1995) (indicating "rejection under section 365(a) does not take effect until judicial approval is secured, but the approving court has the equitable power, in suitable cases, to order a rejection to operate retroactively"); see also Pacific Shoes Dev., LLC v. At Home Corp. (In re At Home Copp.), 392 F,3d 1064, 1067 (9th Cir. 2004) (same); In Ne Chi-Chi's, Inc., 305 B.R. 396, 399 (Bankr. D. Del. 2004) ("[T]he court's power to grant retroactive relief is derived from the bankruptcy court's equitable powers so long as it promotes the purposes of 365(a)"). 16. Here, Hunt pno tunc rejection of the Rejected Contract will permit the Debtor to reduce burdensome costs and avoid additional, unnecessary administrative charges for the Rejected Contract that are not necessary for the Debtor's chapter 11 efforts after the sale of substantially all of the Debtor's assets. Wyssmont, Inc. will not be unduly prejudiced if the Rejected Contract is rejected Hunt pno tunc because the Debtor has ceased all use the equipment and/or services provided by the Rejected Contract, and has made the equipment available for pickup as of June 23, Furthermore, Wyssmont has received or will receive, through notice of this Motion, a statement of the Debtor's clear intention to reject the contract. Thus, the equities in this case favor rejection of the Rejected Contract Hunt pno tunc to June 23,

8 Case KJC Doc 267 Filed 07/06/17 Page 8 of Similar relief has been granted in other cases in this jurisdiction. See, e.g., In Ne UCIInte~national, LLC, No (MFW)(Bankr. D. Del. Aug. 25, 2016 (authorizing nunc pro tunc rejection) In Ne Vestis Retail Gip., LLC, No (LSS)(Bankr. D. Del. May 16, 2016); In ~e City SpoNts, Inc., No (KG)(Bankr. D. Del. Oct. 30, 2015); In re Deb StoNes Holdings, LLC, No (KG)(Bankr. D. Del. Jan. 7, 2015); In Ne Alsip Acquisition, LI C, No (KJC)(Banlcr. D. Del. Jan. 12, 2015) (KJC). Thus, to eliminate potential administrative claims against its estate and to avoid further obligations accruing under the Rejected Contract, the Debtor respectfully submits that rejecting the Rejected Contract, effective retroactively, is appropriate. C. CLAIMS BAR DATE 18, The counterparty to the Rejected Contract may seek to assert a rejection damage claim under section 502 of the Bankruptcy Code or other claims in connection with the Rejected Contract and must do so in accordance with any claim bar date set by the Court. 19. The failure to file a timely claim by such bar date shall forever prohibit the caunterparty of the Rejected Contract from receiving any distribution on account of such claims from the Debtor's estate or otherwise. The Debtor will give notice of such bar date to the counterparty. NOTICE 20. Notice of this Motion shall be given to (a) the Office of the United States Trustee; (h) counsel to the official committee of unsecured creditors (c) the Debtor's prepetition lenders; (d) any party that has requested notice pursuant to Bankruptcy Rule 2002; and (e) the counterparty to the Rejected Contract listed on Exhibit B. The Debtor submits that no other or further notice need be provided.

9 Case KJC Doc 267 Filed 07/06/17 Page 9 of 9 NO PRIOR REQUEST 21. No prior request for the relief sought in this Motion has been made to this or any other Court in connection with this Chapter 11 case. Pursuant to local Bankruptcy Rule (~, the Debtor consents to the entry of a final judgment or order with respect to the Motion if it is determined that this Court would lack Article III jurisdiction to enter such final order or judgment absent the consent of the parties. WHEREFORE, the Debtor respectfully requests that the Court enter an order, substantially in the form attached hereto as Exhibit A, and such other and further relief as maybe appropriate. Dated: July 6, 2017 PACHULSKI STANG ZIEHL &JONES LLP /s/josez~h M. Mulvihill Laura Davis Jones (Bar No. 2436) David M. Bertenthal (CA Bar No ) Joseph M. Mulvihill (Bar No. 6061) 919 North Market Street, 17t" Floor P.O. Box 8705 Wilmington, Delaware (Courier 19801) Telephone: Facsimile: lj ones@pszj law. com dbertenthal@pszj law.com jmulvihill@pszj law.com Counsel for Debtor and Debtor in Possession

10 Case KJC Doc Filed 07/06/17 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 AQUION ENERGY, INC.,1 Case No (KJC) Debtor. Objection Deadline: July 20, 2017 at 4:00 p.m. (ET) Hearing Date: August 23, 2017 at 10:00 a.m. (ET) NOTICE OF HEARING ON DEBTOR'S MOTION FOR ENT12Y OF AN ORDER AUTHORIZING THE DEBTOR TO REJECT THE EXECUTORY CONTRACT WIT~3 WYSSMONT, INC, NUNC PRO TUNC TO JUNE 23, 2017 TO: (a) the Office of the United States Trustee for the District of Delaware; (b) counsel to the Official Committee of Unsecured Creditors; (c) the Debtor's prepet tion lenders; (d) any party that has requested notice pursuant to Bankruptcy Rule 2002; and (e) the counterparty to the Rejected Contract listed on Exhibit B to the motion. PLEASE TAKE NOTICE that on the date hereof, the above-captioned debtor and debtor in possession (the "Debtor"), filed the Debtor's Motion fon Entry of an ONder Authorizing the DebtoN to Reject the Executory ContNact with Wyssmont, Inc., Nunc Pro Tunc to June 23, 2017 (the "Motion") with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware (the "Bankruptcy Court") A copy of the Motion is attached hereto. PLEASE TAKE FURTHER NOTICE that any response or objection to the Motion must be filed with the Bankruptcy Court on or before 3u13~ 20, 2017 at 4:00 p.m. pr et~ailing Eastern Time. The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is Aquion Energy, Inc. (1370). The Debtor's headquarters is located at 32 39th Street, Pittsburgh, PA DOCS DE /001

11 Case KJC Doc Filed 07/06/17 Page 2 of 3 PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (i) counsel for the Debtor: Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, Delaware 19801, (Attn; Laura Davis Jones, Esq. (ljones@pszjlaw.com));(ii) counsel to Trinity Capital Fund II, L.P.: (a) Cooley LLP, 101 California Street, 5th Floor, San rrancisco, California , (Attn: Robert L. Eisenbach, III, Esq. (reisenbach@cooley.com)) and (b) Ashby &Geddes, P.A., 500 Delaware Avenue, &th Floor, Wilmington, Delaware (Attn: William P. Bowden, Esq. (wbowden@ashby-geddes,com) and Karen B. Skomorucha Owens, Esq. (kowens@ashbygeddes.com)); (iii) counsel to the Official Committee of Unsecured Creditors; (a) Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, New York 10020, Attn: Jeffrey Cohen, Esq. (jcohen@lowenstein.com) and Barry Z. Bazian, Esq. (bbazian@lowenstein.com);(b) Lowenstein Sandler LLP, 65 Livingston Avenue, Roseland, NJ 07068, Attn: Andrew David Behlmann, Esq. (abehlmann@lowenstein.com);(c) Klehr Harrison Harvey Branzburg LLP, 919 Market Street, Suite 1000, Wilmington, Delaware 19801, Attn: Richard M. Beck, Esq. (rbeck@klehr,com) and Sally ~. Veghte, Esq. (sveghte@klehr.com); and (iv) the Office of the United States Trustee for the District of Delaware: United States Trustee, 844 King Street, Suite 2207, Lockbox #35, Wilmington, Delaware 19801, (Fax: ) (Attn: Hannah Mufson McCollum, Esq. (hannah.mccollum@usdoj.gov)). PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND in ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF R~QU~STED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING, YL~ASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER APPROVAL, OF THE MOTION WILL BE HELD ON AUGUST 23, 2017 AT 10:00 A.1VY. DOGS DE /001 2

12 Case KJC Doc Filed 07/06/17 Page 3 of 3 PREVAILING EASTERN TIME BEFORE THE HONORABLE KEVIN J. CAREY, UNITED STATE BANKRUPTCY COURT JUDGE, AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH FLOOR, COURTROOM NO. 5, WILMINGTON, DELAWARE Dated: July 6, 2017 PACHULSKI STANG ZIEHL &JONES LLP /s/jose_ph M. Mulvihill Laura Davis Janes (DE Bar No. 2436) David M. Bertenthal (CA Bar No ) Joseph M. Mulvihill (Bar No. 6061) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware (Courier 19801) Telephone: (302) Facsimile: (302) lj ones@pszj law.com dbertenthal@pszj law. com j mulvihill@pszj law. com Counsel to the Debtor and Debtor in Possession DOCS DE: /001

13 Case KJC Doc Filed 07/06/17 Page 1 of 4 EXHIBIT A (PROPOSED ORDER)

14 Case KJC Doc Filed 07/06/17 Page 2 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AQUION ENERGY, INC., I Chapter 11 Case No (KJC) Debtor. ) Re: Docket No. OTtDER AUTHORIZING THE DEBTOR TO REJECT THE EXECUTORY CONTRACT WITH VVYSSMONT, INC, lvunc PRO TUNC TO JUNE 23, 2017 The Court has considered the DebtoN's Motion fog EntNy of an Order Authorizing the Debtor to Reject the Executory Contact with Wyssrrtont; Inc., Nunc PNo Tunc to June 23, 2017 (the "Motion"),2 filed by the Debtor. The Court has reviewed the Motion, the First Day Declaration, and the responses filed to the Motion, if any. The Court has found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, (ii) venue is proper in this district pursuant to 28 U.S.C and 1409, (iii) this is a core proceeding pursuant to 28 U.S.C. 157(b), and (iv) notice of the Motion and the Hearing was sufficient under the circumstances. After due deliberation, the Court has determined that the relief requested in the Motion is (i) in the best interests of the Debtor, its estate, and its creditors; (ii) necessary to prevent immediate and irreparable harm to the Debtor and its estate; (iii) good and sufficient cause having been shown; and (iv) the Debtor has exercised reasonable business judgment in determining that the Rejected Contract should be rejected pursuant to section 365 of the Bankruptcy Code. 1 The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is Aquion Energy, Inc. (1370). The Debtor's headquarters is located at 32 39th Street, Pittsburgh, PA, Capitalized terms not otherwise defined herein shall have the meanings given to them in the Motion.

15 Case KJC Doc Filed 07/06/17 Page 3 of 4 ACCORDINGLY, IT IS HEREBY ORDERI+~D THAT: 1. The Motion is GRANTED. 2. Pursuant to section 365(a) of the Bankruptcy Code and Bankruptcy Rule 6006, the Debtor is authorized to reject the Rejected Contract, to the extent executory, attached to the Motion as Exhibit B. The rejection is effective nunc pro tunc to June 23, Within two business days after entry of this Order, the Debtor will serve this Order on the counterparty to the Rejected Contract. 4. The counterparty must file a claim under section 502 of the Bankruptcy Code or other claims in connection with such Rejected Contract or the rejection, breach or termination of such Rejected Contract in accordance with any claims bar date set by the Court, and the failure to file a timely claim shall forever prohibit the counterparty of the Rejected Contract from receiving any distribution on account of such claims from the Debtor's estate or otherwise. 5. Notwithstanding the relief granted herein and any actions taken hereunder, nothing in the Motion or this Order shall be deemed or construed to be: (i) an admission as to the validity or priority of any claim against the Debtor; (ii) a waiver by the Debtor of any claims it may have against the caunterparty to the Rejected Contract, whether or not such claims are related to the Rejected Contract ;(iii) the Debtor's right to assert that the Rejected Contract was terminated prior to the Petition Date or the Rejection Effective Date, or (iv) a waiver of the Debtor's right to assert that the Rejected Contract does not constitute an executory contract or an unexpired lease. 6. Notwithstanding any provision in -the Bankruptcy Rules to the contrary: (i) this Order shall be effective immediately and enforceable upon its entry; (ii) the Debtor is not -2-

16 Case KJC Doc Filed 07/06/17 Page 4 of 4 subject to any stay in the implementation, enforcement or realization of the relief granted in this Order; and (iii) the Debtor is authorized and empowered, and may in their discretion and without further delay, take any action necessary or appropriate to implement this Order. 7. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation and/or interpretation of this Order, Dated:, 2017 Wilmington, Delaware The Honorable Kevin J. Carey United States Bankruptcy Judge -3-

17 Case KJC Doc Filed 07/06/17 Page 1 of 2 EXHI~3IT B (REJECTED CONTRACT) DOCS DE: /001

18 Case KJC Doc Filed 07/06/17 Page 2 of 2 Counterparty Descri~fion I~eject~ion Ef`f'ective Date Wyssmont, Inc. Services Agreement (Contract June 23, Bergen Bivd. Number 1570) Fork Lee, NJ DOCS DE /001

19 Case KJC Doc Filed 07/06/17 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 AQUION ENERGY, INC.,1 Case No (KJC) Debtor. CERTIFICATE OF SERVICE I, Joseph M. Mulvihill, hereby certify that on the 6th day of July, 2017, I caused a copy of the following dacument(s) to be served on the individuals on the attached service lists) in the manner indicated: Notice of Hearing on Second Omnibus Motion for Entry of an Order Authorizing the Debtor to Reject Certain Executory Contracts Nunc Pro Tunc to the Rejection Date Second Omnibus Motion fot Entry of an Order Authorizing the llebtor to Reject Certain Executory Contracts Nunc Fro Tunc to the Rejection Date /s/joseph M. Mulvihill Joseph M. Mulvihill (DE Bar No. 6061) ~ The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S, tax identification number is Aquion Energy, Inc. (1370). The Debtor's headquarters is located at 32 39th Street, Pittsburgh, PA DOCS D~; /001

20 Case KJC Doc Filed 07/06/17 Page 2 of 6 Aquion Service List re Wyssmont Rejection Motion Case No (KJC) Doc. No Ol Wyssmont 1470 Bergen Blvd. Fort Lee, NJ DOGS DG: /001

21 Case KJC Doc Filed 07/06/17 Page 3 of 6 Aquion 2002 Service List Case No (KJC) Document No: Hand Delivery 32 O1 Foreign (Counsel to Debtors) Laura Davis Jones, Esquire Joseph M. Mulvihill, Esquire Pachulski Stang Ziehl &Jones LLP 919 N. Market Street; 1.7th Floor Wilmington, DE Hand Deliver3~ Hannah Mufson McCollum, Esquire Office of the United States Trustee U. S. Department of Justice 844 King Street, Suite 2207 Lockbox #35 Wilmington, DE Hand Delivery (United States Attorney) Charles Oberly, Esquire c/o Ellen Slights, Esquire United States Attorney's Office District of Delaware 1007 Orange Street, Suite 700 PO Box 2046 Wilmington, DE Hand Delivery (State Attorney General) Matthew P. Denn, Esquire Delaware Department of Justice Carvel State Office Building, 5th Floor 820 North French Street Wilmington, DE Hand Delivery Zillah A. Frampton, Bankruptcy Administrator Delaware Department of Revenue Carvel State Office Building, 8th Floor 820 North French Street Wilmington, DE Hand Delivery (Co-Counsel to Trinity Capital Fund II, L.P.) William P. Bowden, Esquire Karen B. Skomorucha Owens, Esquire Ashby &Geddes, P.A. 500 Delaware Avenue, 8th Floor PO Box 1150 Wilmington, DE Hand Delivery (Counsel to Vale Vista Associates, L.P.) Mark T. Hurford, Esquire Campbell &Levine, LLC 222 Delaware Avenue, Suite 1620 Wilmington, DE Hand Delivery (Counsel to the Official Committee of Unsecured Creditors) Richard M. Beck, Esquire Sally E. Veghte, Esquire Klehr Harrison Harvey Branzburg LLP 919 Market Street, Suite 1000 Wilmington, DE Hand Delivery (Counsel to Bryan A. Dilascio) Christopher D. Loizides, Esquire Loizides, P.A King Street, Suite 800 Wilmington, DE DOCS DE /001

22 Case KJC Doc Filed 07/06/17 Page 4 of 6 Hand Deli~~eiy (Counsel to B1ueSky Energy US, Inc.) David M. Powlen, Esquire Kevin G. Collins, Esquire Barnes &Thornburg LLP 1000 N. West Street, Suite 1500 Wilmington, DE Secretary of State Division of Corporations -Franchise Tax John. G. Townsend Building, Suite Federal Street Dover, DE Secretary of Treasury 820 Silver Lake Boulevard, Suite 100 Dover, DE US Department of Treasury Office of General Counsel 1500 Pennsylvania Avenue, NW Washington, DC (United States Attorney General) Jeff Sessions, Esquire Office of the Attorney General US Department of Justice 950 Pennsylvania Avenue, NW Washington, DC (Pension Benefit Guaranty Corporation) Pension Benefit Guaranty Corporation Office of the Chief Counsel 1200 K Street, NW Washington, DC Securities and Exchange Commission Andrew Calamari NY Regional Director Brookfield Place, Suite Vesey Street New York, NY Securities and Exchange Commission - Headquarters 100 F Street, NE Washington, DC First Class Maii Securities and Exchange Commission Sharon Binger Philadelphia Regional Director One Penn Center, Suite JFK Boulevard Philadelphia, PA Internal Revenue Service Centralized Insolvency Operation PO Box 7346 Philadelphia, PA Capx Fund IV, L.P. 155 North Wacker Drive, Suite 1760 Chicago IL (Counsel to RIDC Fund for Economic Growth) Sandra G. M. Selzer, Esquire MacElree Harvey, Ltd Kennett Pike Wilmington, DE DOCS DE: /001 2

23 Case KJC Doc Filed 07/06/17 Page 5 of 6 (Counsel to RIDC Fund for Economic Growth) Ashley B. Stitzer, Esquire MacElree Harvey, Ltd. 17 West Miner Street West Chester, PA First Ciass Mail (Counsel to RIDC Fund for Economic Growth) Erica K. Dausch, Esquire Babst Calland Two Gateway Center Pittsburgh, PA (Counsel to RIDC Fund for Economic Growth) Gregory D. Cribbs, Esquire Babst Calland Two Gateway Center Pittsburgh, PA (Co-Counsel to Trinity Capital Fund II, L.P.) Robert L. Eisenbach III, Esquire Cooley LLP 101 California Street, 5th Floor San Francisco, CA Citigroup 388 Greenwich Street New York, NY Municipal Authority of Westmoreland County 124 Park and Pool Road New Stanton, PA Attn: Debbie (Counsel to Vale Vista Associates, L.P.) Paul J. Cordaro, Esquire Campbell &Levine, LLC 310 Grant Street 1700 Grant Building Pittsburgh, PA (Committee Member) Tronox, LLC Attn: Steven Kaye 263 Tresser Boulevard, Suite 1100 Stamford, CT (Committee Member) The RIDC Regional Growth Fund Attn: W. Michael Saul 210 Sixth Avenue, Suite 3620 Pittsburgh, PA (Counsel to the Official Committee of Unsecured Creditors) Jeffrey Cohen, Esquire Barry Z. Bazian, Esquire Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY (Counsel to the Official Committee of Unsecured Creditors) Andrew David Behlmann, Esquire Lowenstein Sandler LLP 65 Livingston Avenue Roseland, NJ (Counsel for Toyota Industries Commercial Finance, Inc.) Scott D. Fink, Esquire Weltman, Weinberg &Reis Co. LPA 323 W. Lakeside Avenue, Suite 200 Cleveland, OH DOCS DE /001 3

24 Case KJC Doc Filed 07/06/17 Page 6 of 6 First Class Maii (Counsel to Bryan A. Dilascio) Jack A. Raisner, Esquire Rene S. Roupinian, Esquire Outten &Golden LLP 685 Third Avenue, 25th Floor New York, NY (Counsel to TP Electric &Power) Daniel R. Schimizzi, Esquire Bernstein-Burkley, P.C. Gulf Tower, Suite Grant Street, Pittsburgh, PA (Counsel for Michael R. Fitzsimmons, Peter Lai, Christopher G. Power, Peter J. Goettner, Christian Borcher, Ernest D. Del, Marc S. Yi, James C. Peters, and Souheil S. Badran) William J. Hanlon, Esquire Seyfarth Shaw LLP Two Seaport Lane, Suite 300 Boston, MA (Counsel to B1ueSky Energy US, Inc.) Kevin C. Driscoll, Jr., Esquire Barnes &Thornburg LLP One North Wacker Drive, Suite 4400 Chicago, IL (Series E Preferred Stock Purchase Agreement dated September 19, 2014) DNS-AQN, LLC Attn: President 101 S. Reid Street, Suite 307 (Office 313) Sioux Falls, SD Sue Kempf Collections Manager Cohen &Grigsby, P.C. 625 Liberty Avenue Pittsburgh, PA (Counsel for E-One Moli Energy (Canada) Ltd.) Stamatios Stamoulis Stamoulis & Weinblatt LLC Two Fox Point Centre 6 Denny Road, Suite 307 Wilmington, DE Foreign (Committee Member) Leverton Clarke LTD Attn: Graham Howe Unit 15 Sherrington Way Lister Road, Industrial Estate Basingstoke, RG224AS United Kingdom (Counsel to Judraks, LLC) Darlene M. Nowak, Esquire Marcus &Shapira LLP One Oxford Centre, 35th Floor 301 Grant Street Pittsburgh, PA DOCS DE /001 4