0001104659-09-036398 Sample Contracts

ELEVENTH AMENDMENT TO MASTER TRANSACTION AGREEMENT
Master Transaction Agreement • June 3rd, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York

This Eleventh Amendment to the Master Transaction Agreement (this “Amendment”), dated as of May 29, 2009 (the “Amendment Date”), by and among MXEnergy Inc., a Delaware corporation (the “Counterparty”), MXEnergy Holdings Inc. (the “Parent”) and certain Subsidiaries thereof, as guarantors (collectively, the “Guarantors”), and Societe Generale, as hedge provider (the “Hedge Provider”).

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THIRD AMENDMENT & WAIVER
Waiver • June 3rd, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York

This Third Amendment & Waiver (this “Amendment”) dated as of May 29, 2009 (the “Third Amendment Effective Date”) is by and among MxEnergy Inc., a Delaware corporation (“MxEnergy”), MxEnergy Electric Inc., a Delaware corporation (“MxEnergy Electric”, MxEnergy and MxEnergy Electric each a “Borrower” and collectively, the “Borrowers”), MxEnergy Holdings Inc. and certain Subsidiaries thereof (collectively, the “Guarantors”), and the financial institutions and other Persons whose signatures appear below as Lenders.

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