Alison D Masters, Et Al. V. Gas Natural Inc., Et Al. 16-CV-02880-Verified

Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 1 of 71. PageID #: 8

EXHIBIT A Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 2 of 71. PageID #: 9

NAILAH K. BYRD CUYAHOGA COUNTY CUERK OF COURTS 1200 Ontario Street Cleveland, Ohio 44113

Court of Common Pleas

New Case Electronically Filed: November 3, 2016 16:17

By: SETH J. LINNICK 0083494

Confirmation Nbr. 900876

ALISON D. iSUNNYi MASTERS CV 16 871400

vs. Judge: MICHAEL B. BENDER ET. AL., ET AL

JOSE' A. VILLANUEVA

Pages Filed: 31

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IN THE COURT OF COMMON PLEAS CUYAHOGA COUNTY, OHIO

ALISON D. “SUNNY” MASTERS, on behalf ) of herself and all other similarly situated ) CASE NO.: shareholders of GAS NATURAL, ) 608 Birchwood Drive ) Willoughby, OH 44094 ) JUDGE: ) Plaintiff, ) ) v. ) ) MICHAEL B. BENDER, JAMES P. ) CARNEY, RICHARD K. GREAVES, ) VERIFIED DERIVATIVE AND ROBERT B. JOHNSTON, GREGORY J. ) CLASS ACTION COMPLAINT OSBORNE, MICHAEL R. WINTER, KEVIN ) J. DEGENSTEIN, JENNIFER HABERMAN, ) JAMES E. SPRAGUE, ) (Jury Demand Endorsed Hereon) c/o Gas Natural, Inc. ) 1375 East Ninth Street ) Suite 3100 ) Cleveland, OH 44114 ) ) JED D. HENTHORNE, ) c/o Energy West Montana, Inc. ) 1 1st Avenue South ) Great Falls, MT 59401 ) ) VINCENT A. PARISI, ) c/o Nisource Inc. ) 801 East 86th Avenue ) Merrillville, IN 46410 ) ) FR BISON HOLDINGS, INC., ) c/o Corporation Service Company ) Statutory Agent ) 2711 Centerville Rd., Suite 400 ) Wilmington, DE 19808 ) ) FR BISON MERGER SUB, INC., ) c/o CSC-Lawyers Incorporating Service ) Statutory Agent ) 50 West Broad Street, Suite 1800 ) Columbus, OH 43215 ) ) FIRST RESERVE ENERGY ) INFRASTRUCTURE FUND II,L.P., ) One Lafayette Place ) Greenwich, CT 06830 ) ) ANITA G. ZUCKER (Individually), ) 4838 Jenkins Avenue )

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North Charleston, SC 29405 ) ) ANITA G. ZUCKER (Trustee of the Article 6 ) Marital Trust Under the First Amended and ) Restated Jerry Zucker Revocable Trust Dated ) April 2, 2007), ) 4838 Jenkins Avenue ) North Charleston, SC 29405 ) ) THE INTERTECH GROUP, INC., ) c/o Michael Bender ) Statutory Agent ) 4838 Jenkins Avenue ) North Charleston, SC 29405 ) ) NIL FUNDING CORPORATION, ) c/o Corporation Service Company ) Statutory Agent ) 2711 Centerville Rd., Suite 400 ) Wilmington, DE 19808 ) ) Defendants, ) ) GAS NATURAL, INC., ) c/o 1600 CNB Corp. ) Statutory Agent ) 1375 East Ninth Street, 29th Floor ) Cleveland, OH 44114 ) ) Nominal Defendant.

VERIFIED DERIVATIVE AND CLASS ACTION COMPLAINT

Plaintiff,Alison D. “Sunny ” Masters (“Plaintiff”), by her attorneys, on behalf of herself

and all other similarly situated public shareholders of Gas Natural, Inc. (“Gas Natural” or the

“Company”), and for the benefit of nominal defendant Gas Natural, brings the following

Verified Derivative and Class Action Complaint (the “Complaint”) against:

• Members of Gas Natural’s Board of Directors (the “Board”), Michael B. Bender, James P. Carney, Richard K. Greaves, Robert B. Johnston, Gregory J. Osborne, and Michael R. Winter (collectively referred to herein as the “Board Members,” “Directors,” or “Director Defendants”)

• Certain past and all present officers of Gas Natural, Kevin J. Degenstein, Jed D. Henthorne, Jennifer Haberman, James E. Sprague, and Vincent A. Parisi (collectively referred to herein as the “Officers” or “Officer Defendants”)

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• FR Bison Holdings, Inc., FR Bison Merger Sub, Inc., and First Reserve Energy Infrastructure Fund II, L.P. (collectively referred to herein as “First Reserve”)

• Anita G. Zucker, individually and as Trustee of the Marital Trust under The First Amended andRestated Jerry Zucker Revocable Trust (collectively referred to herein as “Defendant Zucker”)

• The InterTech Group, Inc., and NIL Funding Corporation (collectively referred to herein as the “Zucker Affiliates”)

The allegation of the Complaint are based upon personal knowledge of Plaintiff with respect to

herself, and upon information and belief based upon the investigation of counsel as to all other

allegations herein as follows.

NATURE OF THE ACTION

1. This is a shareholder derivative class action brought by Plaintiffon behalf of

herself and all other similarly situated public shareholders of Gas Natural, against the Directors,

the Officers, and Defendant Zucker for breaches of fiduciary duty in connection with the

proposed merger of the Company with and into FR Bison Merger Sub,Inc., a wholly-owned

subsidiary of FR Bison Holdings, the terms of which provide that the outstanding shares of the

Company will be converted into the right to receive $13.10 per share (the “Proposed

Transaction”), pursuant to an Agreement and Plan of Merger dated asof October 8, 2016 (the

“Merger Agreement”), and against Defendant Zucker, the Zucker Affiliates, and First Reserve for

colluding with the Directors and Officers and aiding and abetting in such breaches of fiduciary

duty. The Defendants expect to complete the Proposed Transaction by the last half of 2017.

2. As set forth herein, the members ofthe Company’s Board failed to fulfill their

fiduciary duties and acted in bad faith by succumbing to the efforts of a self-interested

shareholder and self-dealingofficers to steer the sale of the Company to a private equity buyer

and away from strategic buyers, resulting in a flawed and inadequate process. This process is

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poised to deliver the Company to a buyer on terms that failto maximize shareholder value for

Plaintiff and other Gas Natural public shareholders.

3. This flawed and inadequate process is largely reflected in the Merger Agreement,

which contains preclusive deal protection devices that are not contemplated to benefit the

Company or its shareholders, but instead, benefit the Defendants. For example, under the

Merger Agreement, the Board agreed to, among other terms, provisions that: (i) provide for

either the retention of, or significant severance agreements with, the Defendant Officers in the

event of a change in control; (ii) accelerate all unvested stock awards upon a change in control;

(iii) necessitate the repayment of debt with NIL Funding; (iv) give First Reserve a right of first

refusal over any competing proposal in the event one is made; (v) require the Company to pay

First Reserve a termination fee of approximately $4.8 million in order to enter into a transaction

with a superior bidder; and (vi) provide First Reserve the right of specific performance, but deny

the Company that same right in the event that First Reserve fails to consummate the transaction.

These provisions substantially and improperly limit the Board’s ability to act in the Company’s

best interests with respect to investigating and pursuing superior proposals and alternatives for

the sale of Gas Natural.

4. Because of the Individual Defendants’ breaches of their fiduciary duties, Plaintiff,

the Class, and the Company have been and will continue to be foreseeably and materially

damaged, and may not receive the fair value of Gas Natural’s assets.

5. First Reserve and the Zucker Affiliates colluded with the Officers and Directors

by engineering a Merger Agreement that included inappropriate deal protection devices and

repaid NIL Funding’soutstanding loan with the Company. Defendant Zucker executed a support

agreement with First Reserve in which Defendant Zucker pledged to vote her shares in favor of

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the Merger Agreement. Defendant Zucker and FirstReserve have unlawfully failed to file the

support agreement with the Securities and Exchange Commission (the “SEC”).

6. Therefore, Plaintiff seeks preliminary injunctive relief preventing the Director

Defendants and Officer Defendants, who have conspired with and are aided and abetted by First

Reserve, Defendant Zucker, and the Zucker Affiliates, from inequitably and unlawfully depriving

Plaintiff and the Class of their rights to realize full and fair value for their Gas Natural shares,

and to compel the Individual Defendants to carry out their fiduciary duties to permit a fair

process and maximize shareholder value on a sale of the Company.

THE PARTIES

7. Plaintiff is, and has been at times relevant hereto, an owner and holder of common

shares of Gas Natural.

8. Nominal Defendant Gas Natural is an Ohio corporation, withits headquarters

located at 1375 East Ninth Street, Suite 3100, Cleveland, Ohio 44114.

9. Defendant Gregory J. Osborne (“Defendant Osborne”) is the President and Chief

Executive Officer of the Company and has served as a Director of the Company since September

2009. Defendant Osborne was promoted to the position of Chief Executive Officer on May 14,

2014 after his father, Richard M. Osborne, was ousted as the Company’s Chief Executive Officer

and Chairman. Upon information and belief, Defendant Osborne isa citizen of the State of Ohio.

10. Defendant Michael B. Bender (“Defendant Bender”) has beena director since

February 2015 and is the Chairman of the Governance and Nominating Committee. Defendant

Bender is also the Corporate Secretary, Corporate Counsel, and a Director of the InterTech

Group, Inc. Upon information and belief, Defendant Bender is a citizen of the State of South

Carolina.

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11. Defendant James P. Carney “(Defendant Carney”) has served as a Director of the

Company since June 2015 and is a member of the Audit Committee and the Governance and

Nominating Committee. Upon information and belief, Defendant Carney is a citizen of the State

of Ohio.

12. Defendant Richard K. Greaves (“Defendant Greaves”)has served as a Director of

the Company since July 2013. Defendant Greaves serves on the Compensation Committee and as

the Chairman ofthe Audit Committee. Upon information and belief, Defendant Greaves is a

citizen of the State of Virginia.

13. Defendant Robert B. Johnston (“Defendant Johnston”) has served as a Director of

the Company since June 2015 and serves on the Audit Committee and Compensation Committee.

Defendant Johnston is also the Executive Vice President and Chief Strategy Officer for The

InterTech Group, Inc. Upon information and belief, Defendant Johnston is a citizen of the State

of South Carolina.

14. Defendant Michael R. Winter “(Defendant Winter”) is the Chairman of the Board

and has served as a Director of the Company since September 2014. Defendant Winter serves on

the Governance and Nominating Committee and as the Compensation Committee Chairman.

Upon information and belief, Defendant Winter is a citizen of the State of New York.

15. Defendant Kevin J. Degenstein (“Defendant Degenstein”) previously served as

the President and Chief Operating Officer of the Company until November 15, 2013, when he

left the Company. Defendant Degenstein returned to the Company in August 2014 and continues

to serve as the Chief Operating Officer and Chief Compliance Officer of the Company. Upon

information and belief, Defendant Degenstein is a citizen of the State of Ohio.

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16. Defendant Jed D. Henthorne (“Defendant Henthorne”) servedas the Corporate

Controller of the Company from December 29, 2014 to July 1, 2016. Upon information and

belief, Defendant Henthorne isa citizen of the State of Montana.

17. Defendant Jennifer Haberman (“Defendant Haberman”) replaced Defendant

Henthorne as Corporate Controller of the Company effective July 1, 2016. Upon information and

belief, Defendant Haberman isa citizen of the State of Ohio.

18. Defendant James E. Sprague (“Defendant Sprague”) is Vice President and Chief

Financial Officer of the Company. Upon information and belief, Defendant Sprague is a citizen

of the State of Ohio.

19. Defendant Vincent A. Parisi (“Defendant Parisi”) resigned as Vice President and

General Counsel of the Company effective October 28, 2016. Upon information and belief,

Defendant Parisi is a citizen of the State of Indiana.

20. Defendant Anita G. Zucker, individually and asTrustee of the Article Marital6

Trust under the First Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007,

“Defendant Zucker”) is the beneficial ownerof 9.9% of the Company’s outstanding shares.

Defendant Zucker is Company’s largest shareholder. Defendant Anita Zucker is also the

Chairperson and Chief Executive Officer of The InterTech Group, Inc. Upon information and

belief, Defendant Zucker is a citizen of the State of South Carolina.

21. The Defendants in paragraphs 9 through 20 are collectively referred to herein as

the Individual Defendants.

22. The InterTech Group, Inc. (“InterTech”) is a South Carolina corporation.

InterTech is a family-owned holding company founded by Jerry Zucker.

23. NIL Funding Corporation (“NIL Funding”) is a Delaware limited liability

company and an affiliate of InterTech.

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24. FR Bison Holdings, Inc. (“Parent”) is a Delaware corporation, andFR Bison

Merger Sub, Inc. (“Merger Sub”) is an Ohio corporation. Parent and Merger Sub are affiliates of

First Reserve Energy Infrastructure Fund II, L.P. (“First Reserve”) and were formed by First

Reserve in order to acquire the Company. First Reserve is a global private equity and

infrastructure investment firm focused exclusively on energy.

JURISDICTION AND VENUE

25. This Court has jurisdiction over this action pursuant to Ohio Revised Code

§ 2305.01.

26. This Court has personal jurisdiction over the Defendants pursuant to the Ohio

long arm statute, Ohio Revised Code § 2307.382, including, but not limited to, by reason of their

business transactions in the state.

27. Proper venue for this action lies in Cuyahoga County, Ohio. Nominal defendant

Gas Natural is organized and domiciled in the State of Ohio. All or part of the actions ofthe

Defendants that give rise to Plaintiff’sclaims for relief took place in Cuyahoga County, Ohio.

SUBSTANTIVE ALLEGATIONS

Overview of Gas Natural

28. Gas Natural is a holding company that distributes and sells natural gas to end-use

residential, commercial and industrial customers. It distributes natural gas to approximately

67,000 customers through regulated utilities operating in Montana, Ohio, Maine, and North

Carolina. The Company’s other operations include natural gas production and natural gas

marketing.

Algonquin Makes Ever Increasing Offers To Purchase Gas Natural

29. Algonquin Power & Utilities Corp “(Algonquin”) owns and operates a diversified

portfolio of regulated and non-regulated utilities across North America. On January 14, 2014,

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Algonquin made an offer to purchase all outstanding shares of the Company for $10 per share.

The Company rejected Algonquin’s offer.

30. On March 5, 2014, Algonquin made a second offer to purchase the Company, this

time for a 20% premium of the then share price, approximately $12 per share. The Company

rejected Algonquin’s second offer.

31. On May 7, 2014, Algonquin made a third offer to purchase the Company, for $13

per share. The Company, again, rejected Algonquin’s offer.

Insulating Officers For a Future Sale

32. When Algonquin made its numerous purchase offers, none of the Company’s

Officers were entitledto severancecompensation upon a change in control. After Richard M.

Osborne was ousted on May 1, 2014, new and amended employment agreements were executed

with the Defendant Officers to significantly increase their base salaries and provide them

severance upon a change in control based upon their higher base salaries.

33. From July 8, 2014 through December 29, 2014, the Company executed

employment agreements with Defendants Parisi, Osborne, Degenstein, and Henthorne, and

amended an existing employment agreement with Defendant Sprague (the “Employment

Agreements”).

34. The Employment Agreements provided for significant increases in the base

salaries of the Defendant Officers. Defendant Osborne’s salary increased from $142,452 in 2013

to $250,577 in 2014, and further increased to $382,000 in 2015, a total increase of 168%

between 2013 and 2015. Defendant Sprague’s salarywas $195,154 in 2014 and increased to

$350,769 in 2015, an increase of almost 80%.

35. In the event of a change in control, the Employment Agreements insulate the

Defendant Officers, and thus, favor anacquisition by a private equitybuyer over astrategic

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buyer, like Algonquin. That is because each Employment Agreement provides for severance

compensation (the “CIC Severance”) if the Officer is terminated without “Cause” or resigns with

“Good Reason” within six months of a Change in Control. “Good Reason” is defined as a

material diminution of the Officer’s duties or authority without the employee’s prior consent,

which ismore likely to occur with a strategic buyer as compared to a private equity buyer. With

the combination of the increased base salary and the addition of severance provisions, if each

Officer had been terminated on December 31, 2015, the total CIC Severance owed under the

Employment Agreements would have been approximately $3,390,597.1

36. The amount of the CIC Severance alone deters any acquisitions bystrategic

buyers, which often seek to replace anacquired company’s management. Even if a strategic

buyer purchased the Company and retained the Officers in some capacity, the Officers could still

resign and claim they had “Good Reason” because their duties or authority were diminished,

they had a change intitle, orthey no longer reported to the Board. This would then trigger a

significant payout from the Company for ending their employment. Putting a thumb on the scale

in favor of financial buyers through the CIC Severance insulated the Officers’ jobs. Thus, the

Employment Agreements effectively limited the potential gains shareholders could receive from

sale of the Company to a strategic buyer.

37. The Officers feathered their nests to protect themselves whether the Company was

acquired by a private equity buyer or a strategic buyer. If a private equity buyer purchased the

Company, the Officers’ jobs would be secure. If a strategicbuyer purchased the Company, the

Officers would receive considerable severance payments.

1 Defendant Henthorne resigned from the Company effective July 1, 2016 and Defendant Parisi has given notice of his intent to resign from the Company effective October 28, 2016. The total CIC Severance owed under the Employment Agreements, even without Defendants Henthorne and Parisi, is approximately $2,973,236.

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Zucker’s Control Over Gas Natural

38. As of October 2, 2014, Defendant Zucker beneficially owned 129,038,

approximately 1.2%, of the common shares of the Company. Thereafter, she began to execute a

plan to gain control of the Company.

39. Between October 3 and November 24, 2014, Defendant Zucker acquired 744,690

common shares of the Company, giving her a total of 873,728 or 8.3% of the Company’s

common shares. By January 28, 2015, Defendant Zucker had increased her stake to 8.96% of the

Company’s common shares.

40. On February 9, 2015, Defendant Zucker placed Defendant Bender on the

Company’s Board of Directors.

41. On April 6, 2015, the Company entered into the first of three consecutive loans

with NIL Funding, an affiliate of Defendant Zucker. Each loan was subject to above-market

interest ratesand a significant origination fee. The first loan was for $5 million, bearing interest

at 7.5% per annum and subject to a 2% origination fee of $100,000.

42. On June 8,2015, Defendant Zucker placed Defendant Johnston on the Company’s

Board of Directors.

43. On October 23, 2015, in connection with the payoff of the first loan, the Company

entered into a second loan with NIL Funding for $3 million, bearing interest at 6.95% per annum

and subject to a 2% origination fee of $60,000.

44. On April 15, 2016, in connection with the payoff of the second loan, the Company

entered into a loan with NIL Funding for $4 million, bearing interest at 7.5% per annum and

subject to a 2% origination fee of $80,000.

45. In May 2016, Defendant Zucker increased her holdings to 9.9% of the Company’s

common shares. 11

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The Proposed Acquisition by First Reserve

46. On October 11, 2016, the Company issued a press release announcing that it had

entered into an Agreement and Plan of Merger dated October 8, 2016:

CLEVELAND, OH, October 10, 2016 - Gas Natural Inc. (NYSE MKT: EGAS) (“Gas Natural” or the “Company”), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, today announced the signing of a definitive merger agreement with an energy infrastructure investment fund sponsored by First Reserve, a leading global private equity and infrastructure investment firm focused exclusively on energy.

Under the terms of the agreement, First Reserve has agreed to acquire all of the outstanding shares of Gas Natural common stock for $13.10 per share, for a total enterprise value of approximately $196 million. The purchase price represents an approximate premium of 39% over Gas Natural’s 52-week high.

Gregory J.Osborne, Gas Natural’sPresident and Chief Executive Officer, commented, “This agreement validates the strength of our franchise, provides great opportunity for our employees, ensures continuity of management and processes for our regulators, and rewards our shareholders for their commitment. Equally as important, there will not be any change to our organization or operations. In partnering with First Reserve, a long-term investor excited about the opportunity for continued investment, we maintain our strong dedicationto providing safe, clean, reliable and affordable energy to our customers and to expanding the number of customers that have access to our responsive, quality service.”

Mark Florian, Head of Infrastructure Funds for First Reserve, added, “First Reserve has decades of experience managing energy and utility investments and is excited about the potential of the natural gas distribution sector. We view Gas Natural as an ideal platform for long term investment in the space given its diversified asset base, strong management team and commitment to its customers. We look forward to continuing to provide capital support to the Company and are excited to add Gas Natural to our portfolio on behalf of our investors.”

Transaction, Structure and Advisors

Upon closing of the transaction, shareholders of the Company will receive $13.10 in cash for each share of Gas Natural common stock held. Consistent with past practices, the Company intends to continue paying a quarterly cash dividend of $0.075 per share pending approval of the merger and a prorated dividend for any partial period immediately prior to the closing date of the transaction.

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The transaction is structured as mergera of the Company with a newly- formed First Reserve subsidiary, with Gas Natural continuing as the surviving entity of such merger.

After closing of the transaction, the business plan is for Gas Natural to maintain its own leadership team and employees with no changes in staffing, customer rates and community involvement across its areas of operation. All of the natural gas utility subsidiaries in Maine, Montana, North Carolina and Ohio, as well as any nonregulated operations, will maintain focus on the execution of their current business plans.

The transaction is subject to, among other customary closing conditions, the approvals of the Maine Public Utilities Commission, Montana Public Service Commission, North Carolina Utilities Commission, Public Utility Commission of Ohio and Gas Natural’s shareholders and the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

The agreement followed the unanimous approval by the Company’s Board of Directors.The definitive merger agreement provides for a 42-day “go- shop” period until November 22, 2016 during which the Gas Natural Board, together with its financial and legal advisors, may actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals to acquire Gas Natural. There can be no assurances that this process will result in a superior transaction.

The Company and First Reserve expect to complete the transaction in the second half of 2017.

Janney is serving as exclusive financial advisor to the Company and provided a fairness opinion to the Company’s Board of Directors. Kohrman Jackson & Krantz LLP is serving as legal counsel to the Company in connection with the transaction.

Lazard is serving as exclusive financial advisor and Simpson Thacher & Bartlett LLP is serving as legal counsel for First Reserve in connection with the transaction.

47. As will be described in further detail below, the terms of the Merger Agreement

demonstrate that the Defendants put in place an unfair bidding process inorder to protect and

benefit the Officers and the Zucker Affiliates. Rather than making the Company attractive to both

financial and strategic buyers, the Company short-changed its public shareholders by signing a

preemptive agreement with First Reserve and failing to provide a fair shopping period.

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Deal Protection Devices to Discourage Competing Bids

48. Instead of shopping the Company in an effort to provide the best possible value

for shareholders, the Board approved a preemptive deal with First Reserve. Given the Go-Shop

Period described below, it appears the Board did not even seek a bid from Algonquin, who had

offered $13 per share (just $0.10 less than First Reserve’s offer) in May 2014.

49. The Board attempted to solve its failure to shop the Company by including asa

term of the Merger Agreement a 42-day period, expiring on November 22, 2016, (the “Go-Shop

Period”) during which the Company’s Board, Officers, employees, financial advisors, legal

advisors and other authorized representatives could initiate, solicit and encourage alternative

acquisition proposals, including by way of providing access to non-public information

(“Company Acquisition Proposals”).

50. From the end of the Go-Shop Period until the effective time of the Merger (the

“No-Shop Period”), the Company must cease any current solicitations or negotiations and is

prohibited from initiating, soliciting, or encouraging any Company Acquisition Proposals or

disclosing any non-public information to any person in connection with a Company Acquisition

Proposal.

51. The Board has the option to accept a Company Acquisition Proposal and

terminate the Merger Agreement during the Go-Shop Period or the No-Shop Period (until the

Company shareholder meeting) if the Company Acquisition Proposal is financially more

favorable than the transactions contemplated by the Merger Agreement (a “Superior Proposal”).

Althoughthis option is commonly referred to as a “fiduciary out,” the Go-Shop Period is

structured in such a way that the Board cannot possibly meet its fiduciary duties with respect to

this transaction.

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52. In order for the Go-Shop Period to cure the Defendants’ breach of fiduciary duty

involved in the acceptance of First Reserve’s preemptive bid, it must not be preclusive to outside

bidders. This means that either there should not be a termination fee for a bidder during the Go-

Shop Period, or if there is a termination fee during the Go-Shop Period, it must be lower than the

termination fee that applies during the No-Shop inorder to encourage outside bids. Further,if

First Reserve has a right of first refusal over outside bids during the No-Shop Period, the right of

first refusal should not apply during the Go-Shop Period, so that outside bidders are more willing

to invest time and money into making a competing offer. The Merger Agreement fails on both of

these counts:

a. If the Company chooses to accept a Superior Proposal, it must pay a termination fee of $4,823,295. This same termination fee applies whether the Superior Proposal is accepted during the Go-Shop Period or the No Shop Period. The termination fee also amountsto 3.5% of the merger consideration going toshareholders. Thisunreasonably high termination fee of3.5% in both the No-Shop and Go-Shop Period precludes a new bidder from providing a market check on First Reserve’s offer.

b. The Merger Agreement also provides First Reserve a “last look” to outbid any Superior Proposals. An outside bidder may be reluctant to make a bid that must include a premium based on the termination feeout of the fear that its bid will be quickly bested by First Reserve.

The combination of the termination fee (and, in the case of strategic buyers, the CIC Severance)

and First Reserve’s last look right likely deter any outside party from investing its resources in

making a competing offer.

53. Additionally, under the terms of the Merger Agreement, Parent and Merger Sub

(here, First Reserve) can seek the remedy of specific performance if the Company fails to

properly consummate the Merger. Yet, the Company cannot demand specific performance if

Parent and Merger Sub fail to perform. In that event, the Company’s only recourse is to

terminate the Merger Agreement and seek a termination fee from Parent of $4,823,295. This one-

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sided provision fails toproperly protect the Company against the actions of First Reserve and

instead puts control directly in First Reserve’s hands.

The Merger Agreement Confers Improper Benefits

54. In addition to putting in place an unfair bidding process, the terms of the Merger

Agreement convey improper benefits to the Officers and the Zucker Affiliates.

55. First, the Merger Agreement provides that the Officers retain their positions after

the merger.

56. Second, under the Merger Agreement, the Surviving Corporation will assume and

honor all ofthe Company’s Employment Agreements. In the event that the Officers are

terminated in connection with this transaction or a future transaction, they will receive the CIC

Severance contained in the Employment Agreements.

57. Third, under the Merger Agreement, all unvested restricted shares of the Company

become vested and are converted into the right to receive the merger consideration of $13.10 per

share. As of December 31, 2015, Defendant Osborne held 3,333 shares of unvested restricted

stock awards.

58. Finally, the Merger Agreement requires the Company to restructure its

subsidiaries and refinance the terms of its long-term debt. On October 20, 2016, the Company

announced that it had closed a $92 million debt refinancing and reorganized its utilities within a

single wholly-owned subsidiary. The refinancing consists of two parts: a $50 million, 4.23%

fixed-rate senior, unsecured twelve-year term note (the “Note”) and a $42 million unsecured

revolving credit facility held by Bank of America, N.A., with a five-year maturity (the “Credit

Facility”). The credit facility was subject to a 0.8% origination fee of $336,000.

59. The terms of this refinancing show that the loans made by NIL Funding were

subject to interest rates and origination fees that were significantly above market rates and fees.

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The lowest interest rate offered by NIL Funding was still 272 basis points above the interest rate

of the Note, and the 2% origination feesrequired by NIL Funding were, dollar for dollar, 2.5

times greater than the 0.8% origination fee required by Bank of America. First Reserve was

clearly unwilling to continue to pay suchexorbitant amounts and insisted that the Company

refinance in order to obtain market terms.

Defendant Zucker and First Reserve’s Failure to Comply with SEC Filing Requirements

60. In connection with the Merger Agreement, Defendant Zucker executed a support

agreement with First Reserve (the “Zucker Support Agreement”) on or around October 8, 2016,

under which she agreed to vote her shares of the Company in favor of approval of the Merger

Agreement. This support agreement conveys beneficial ownership of Defendant Zucker’s shares

to First Reserve.

61. The Zucker Support Agreement has not been filed with the Securities and

Exchange Commission (the “SEC”) by the Company or filed by Defendant Zucker on a revised

Schedule 13D or by First Reserve on a new Schedule 13D. Defendant Zucker and the Zucker

Affiliateshave consistently displayed the great control that they wield over the Company. The

public shareholders are entitled to examine the terms of the Zucker Support Agreement to

determine for themselves whether this control is appropriate.

INDIVIDUAL DEFENDANTS’ FIDUCIARY DUTIES

62. By reason of their positions with the Company as directors and officers, the

Director and Officer Defendants are ina fiduciary relationship with Gas Natural and the other

public shareholders of Gas Natural and owe them a duty of care, loyalty, and good faith.

63. By reason of her control and influence over the Company’s actions, Defendant

Zucker is a “controlling shareholder” and in a fiduciary relationship with Gas Natural and the

other public shareholders and owes them aduty ofcare, loyalty, and good faith. Defendant

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Zucker is the largest single shareholder in the Company, holding 9.9% of the Company’s shares.

She further exerts control over the Company’s conduct by virtue of her relationships with

Defendants Bender and Johnston, whom she placed on the Board of Gas Natural and are

employed by her affiliate, InterTech. The extent of Defendant Zucker’s control is demonstrated

by the series of loans her affiliate NIL Funding issued to Gas Natural at exorbitant interest rates

and with unreasonable origination fees.

64. By virtue of theirpositions as directors, officers, orcontrolling shareholders of

Gas Natural, the Individual Defendants, at all relevant times, had the power to control and

influence Gas Natural, did control and influence Gas Natural, and caused Gas Natural to engage

in the practices complained of herein.

65. To diligently comply with their fiduciary duties, the Individual Defendants may

not take any action that: (a) adversely affects the value provided to the corporation’s

shareholders; (b) favors themselves or discourages or inhibits alternative offers to purchase

control of the corporation or its assets; (c) adversely affects their duty to search and secure the

best value reasonably available under the circumstances for the corporation’s shareholders;

(d) will provide the Individual Defendants with preferential treatment at the expense of, or

separate from, the public shareholders; and/or (e) contractually prohibits the Individual

Defendants from complying with or carrying out their fiduciary duties.

66. In accordance with their duties of loyalty and good faith, the Individual

Defendants are obligated to refrain from: (a) participating in any transaction where the Individual

Defendants’ loyalties are divided; (b) participating in any transaction where the Individual

Defendants receive, or are entitled to receive, a personal financial benefit not equally shared by

the public shareholders of the corporation; and/or (c) unjustly enriching themselves at the

expense or to the detriment of the public shareholders.

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67. The Plaintiff alleges herein that the Individual Defendants, separately and

together, in connection with the Proposed Transaction, are knowingly or recklessly violating their

fiduciary duties, including their duties of loyalty, due care, and good faith owed to the Company,

or are conspiring and aiding and abetting others in violating those duties.

CLASS ACTION ALLEGATIONS

68. Plaintiff bringsthis action on her own behalf and as a class action pursuant to

Rule 23 of the Ohio Rules of Civil Procedure on behalf of all other holders of common shares of

Gas Natural who are being and will be harmed by Defendants’ actions described below (the

“Class”). Excluded from the Class are Defendants herein and any person, firm, trust, corporation

or other entity related to or affiliated with any of the Defendants.

69. This action is properly maintainable as a class action because:

a. The Class is so numerous that joinder of all members is impracticable. As of October 24, 2016, there were approximately 10.5 million outstanding common shares of Gas Natural. The actual number of public shareholders of Gas Natural will be ascertained through discovery.

b. There are questions of law and fact that are common to the Class, including the following:

i. Whether the IndividualDefendants have breached their fiduciary duties with respect toPlaintiff the other members of the Class in connection with the Proposed Transaction;

ii. Whether First Reserve and Zucker Affiliates conspired and aided and abetted the Individual Defendants’ breaches of fiduciary duty; and

iii. Whether Plaintiffand other members of the Class would suffer irreparable injury were the Proposed Transaction consummated.

c. Plaintiff is an adequate representative of the Class, has retained competent counsel experienced in litigation of this nature, and will fairly and adequately protect the interests of the Class.

d. Plaintiff’s claims are typical ofthe claims of the other members of the Class, and Plaintiff does not have any interests adverse to the Class.

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e. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class, which would establish incompatible standards of conduct for the party opposing the Class.

f. Defendants have acted on grounds generally applicable to the Class with respect to the matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole.

DERIVATIVE AND DEMAND FUTILITY ALLEGATIONS

70. Plaintiff also brings this action derivatively in the right and for the benefit of Gas

Natural to redress injuries suffered, and to be suffered, by the Company as a direct result of the

violations of state law by Defendants, including breaches fiduciary duty and the conspiring and

aiding and abetting thereof pursuant to Ohio law.

71. Gas Natural is named asa nominal defendant in this case solely in a derivative

capacity. Plaintiff owns and has owned common shares of Gas Naturalat all timesrelevant

hereto. Plaintiff will adequately and fairly represent the interests of similarly-situated Gas

Natural shareholders in enforcing and prosecuting the Company’s rights. Plaintiff has retained

counsel experienced in these types of actions to prosecute these claims on the Company’s behalf.

Prosecution of this action, independent of the current Board of Directors, is in the best interests

of the Company.

72. The wrongful acts complained of herein subject, and will continue to subject, Gas

Natural to continuing harm because the adverse consequences of the actions are still in effect and

ongoing.

73. The wrongful acts complained of herein were unlawfully concealed from Gas

Natural’s shareholders.

74. Plaintiff has not made any demand on the Board to institute this action because

such demand would be a futile and useless act because the wrongful acts complained of show an

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abdication by Individual Defendants of their fiduciary duties of due care and oversight. Such

abdication included, but was not limited to:

a. All of the named Director Defendants served on the Board during the relevant period, andas Board members accordingly were charged with oversight and operation of the Company and the conduct of its business affairs;

b. Each of the Director Defendants participated in, knew of, and/or directly benefited from the wrongdoing complained of in this case, as outlined below;

c. The Director Defendants have not exercised and cannot exercise independent or objective judgment in deciding whether to bring this action or whether to vigorously prosecute this action because each of the directors has participated in and approved the misconduct alleged herein;

d. Because every member of the Board has been named as a defendant in this suit, in order to bring this suit, all of the Director Defendants would be required tosue themselves and persons with whom they have significant and extensive business and personal entanglements, which they will not do, thereby excusing demand;

e. Theactions complained of herein constitute violations of the fiduciary duties owned by the Individual Defendants, which are incapable of ratification;

f. Any suit by the Director Defendants to remedy the wrong complained of herein would likely expose said Defendantsand Gas Natural to liability and/or further civil action, thereby rendering them hopelessly conflicted in making any “independent” determination regarding whether to sue themselves.

g. All of the Director Defendants are, directly or indirectly, the recipients of remuneration paid by the Company by virtue of their membership on the Board and control over the Company, the continuation of which is dependent upon their cooperation with the other members of the Board and their participation and acquiescence in the wrongdoing set forth below, and are thus incapable of exercising independent, objective judgment in connection with the decision to bring this action.

h. The Director Defendants aredominated and controlled by reason of their association as directors and/or officers of Gas Natural, such that they are not capableof exercising independent, objective judgment in connection with the decision to bring this action.

i. Defendants Zucker and Osborne, in particular, exercise significant control over and dominate the Director Defendants, such that the Board is not

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capable of exercising independent, objective judgment in connection with the decision to bring this action. This dominance is illustrated by Defendant Zucker’s placement of Defendants Bender and Johnston on the Board of Gas Natural and her influence over their actions by virtue of her position as Chair of the Board of their employer, InterTech. This dominance is also illustrated by the special benefits Defendant Osborne will receive as a result of the Proposed Transaction, including accelerated vesting of stock options and likely CIC Severance that will not be shared with other Company shareholders.

75. The misconduct of Defendants alleged herein was not, and could not have been,

the product of a valid or good faith exercise of business judgment.

76. As detailed above, Defendants were directly involved in the misconduct

challenged in this action, by virtue of their respective positions on the Board or control over the

Board’s actions.

77. Plaintiff and the members of the Class have no adequate remedy at law. Only

through the exercise of this Court’s equitable powers can Gas Natural and its shareholders be

fully protected from the immediate and irreparable injury that Defendants’ actions threaten to

inflict.

COUNT I BREACH OF FIDUCIARY DUTIES (Against All Director Defendants)

78. The Director Defendants have violated their fiduciary duties of care, loyalty, good

faith, and independence owed to the public shareholders of Gas Natural and have acted to put

their personal interests ahead of the interests of Gas Natural’s shareholders.

79. By the acts, transactions and courses of conduct alleged herein, the Director

Defendants, individually and acting as apart of a common plan, are attempting to unfairly

deprive Plaintiff and other members ofthe Class ofthe true value of their investment in Gas

Natural.

80. The Director Defendants have breached these duties by, among other reasons:

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a. Failing to take adequate measures to ensure that the interests of Gas Natural’s shareholders were properly protected and instead embarking on a process that deterred competitive bidding for the Company without any effort to properly shop the Company before entering the Proposed Transaction.

b. Disregarding their duty to obtain the best value for the sale of the Company, and instead, directing their efforts to securing a deal to sell the Company to a private equity buyer to providesignificant benefits to the Officer Defendants and Defendant Zucker at the expense of Plaintiff and the Class, thereby resulting in a flawed and unfair transaction.

c. Ignoring or not protecting against the numerous conflicts of interest resulting from the Officers’, Zucker’s, and the Directors’ own interrelationships or connection with the Proposed Transaction.

81. The Defendants have violated their fiduciary duties by entering Gas Natural into

the Merger Agreement without regard to the effect of the Proposed Transaction on Gas Natural’s

shareholders.

82. By reason ofthe foregoing acts, practices and course of conduct, the Director

Defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary

obligations toward Gas Natural, Plaintiff, and the other members of the Class.

83. As a result of the Director Defendants’ unlawful actions, Plaintiff and the other

members of the Class will be irreparably harmed in that they will not receive their fair portion of

the value of Gas Natural’s assets and operations. Unless the Proposed Transaction is enjoined by

the Court, the Director Defendants will continue to breach their fiduciary duties owed to Plaintiff

and the members of the Class, will not engage in arm’s-length negotiations and may consummate

the Proposed Transaction, all to the irreparable harm of the members of the Class.

COUNT II BREACH OF FIDUCIARY DUTIES (Against All Officer Defendants)

84. Plaintiff repeats all previous allegations as if set forth in full herein.

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85. The Officer Defendants have violated their fiduciary duty of loyalty owed to the

public shareholders of Gas Natural and have acted to put their personal interests ahead of the

interests of Gas Natural’s shareholders or acquiesced in those actions by fellow Defendants.

86. By the acts, transactions and courses of conduct alleged herein, the Officer

Defendants, individually and acting as apart of a common plan, are attempting to unfairly

deprive Plaintiff and other members ofthe Class ofthe true value of their investment in Gas

Natural.

87. The Officer Defendants have breached their duty by, among other reasons:

a. Disregarding their duty to make decisions in the best interest of the Company and its shareholders by entering into new or amended Employment Agreements with significantly increased base salaries and CIC Severance plans.

b. Facilitating terms in the Merger Agreement that entrench their positions with the Company or otherwise ensure significant payment in their departure after a change in control, thus enabling an unfair process for the sale of the Company to the detriment of shareholders.

88. By reason of the foregoing acts, practices and course of conduct, the Officer

Defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary

obligations toward Gas Natural, Plaintiff and the other members of the Class.

89. As a result of the Officer Defendants’ unlawful actions, Plaintiff and the other

members of the Class will be irreparably harmed in that they will not receive their fair portion of

the value of Gas Natural’s assets and operations. Unless the Proposed Transaction is enjoined

by the Court, the Officer Defendants will continue to breach their fiduciary duties owed to

Plaintiff and the members of the Class,and likely will unfairly benefit from the vesting of their

CIC severance agreements in the event the Proposed Transaction isconsummated.

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COUNT III BREACH OF FIDUCIARY DUTIES (Against Anita Zucker)

90. Plaintiff repeats all previous allegations as if set forth in full herein.

91. As alleged in detail herein, by virtue of her control over the Company, Defendant

Zucker owed the Company and its remaining shareholders the fiduciary duty of loyalty.

92. Defendant Zucker has breached this duty by, among other reasons:

a. Failing to protect the interest of Gas Natural’s shareholders by facilitating loans on unfair terms through NIL Funding to benefit her own financial interests.

b. Exercising her control to force the sale of the Company through an unfair process and under terms designed to further benefit herself and her affiliates.

c. Failing to file the Zucker Support Agreement with the SEC, which filing would inform the public shareholders of the Company of the exact terms of her support for the Merger Agreement.

93. By reason of the foregoing acts, practices and course of conduct, Defendant

Zucker has failed to exercise ordinary care and diligence in the exercise of her fiduciary

obligations toward Gas Natural, Plaintiff and the other members of the Class.

94. As a result ofDefendant Zucker’s unlawful actions, Plaintiff and the other

members of the Class have been harmed by exorbitant interest rates and fees. Additionally,

unless the Proposed Transaction is enjoined by the Court, Defendant Zucker will continue to

breach her fiduciary duty owed to Plaintiff and the members of the Class, and may continue to

force the sale of the Company without allowing the Board to engage in arm’s-length

negotiations, all to the irreparable harm of the members of the Class.

COUNT IV CONSPIRACY AND AIDING AND ABETTING (Against All Defendants)

95. Plaintiff repeats all previous allegations as if set forth in full herein.

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96. The Individual Defendants breached their fiduciary duties to the Gas Natural

shareholders by the wrongful actions alleged herein.

97. The Individual Defendants, the Zucker Affiliates, and First Reserve collaborated

with each other in malicious combinations designed to injure Plaintiff and the Class through the

commission of the breaches of fiduciary duties described herein.

98. Such breaches offiduciary duties would not have occurred but for Defendants’

collusion and engagement together in the pursuit of a common course of conduct that was

designed to benefit their individual and collective interests by permitting First Reserve to acquire

Gas Natural through a coercive and unfair Proposed Transaction and process.

99. Defendants’ conspiracies included but were not limited to:

a. The Director and Officer Defendants’ cooperation in effecting new and amended Employment Agreements with CIC Severance and incorporating such agreements into the Proposed Transaction in breach of their fiduciary duties.

b. First Reserve demanding deal protection measures, including an inadequate Go-Shop period with a deal-protective break fee, and the Director Defendants accepting such terms in breach of their fiduciary duties.

c. The Director Defendants, Defendant Zucker, the Zucker Affiliates, and First Reserve colluding to engineer repayment of the NIL Funding’s outstanding loan as a term of the Proposed Transaction in the breach of the Director Defendants’ and Defendant Zucker’s fiduciary duties.

100. As a direct and proximate result of the aforementioned actions and acts described

herein, Defendants have harmed and may continue to harm Plaintiff and the Gas Natural

shareholders if the Proposed Transaction is consummated.

COUNT V VIOLATIONS OF THE SECURITIES AND EXCHANGE ACT AND EXCHANGE ACT RULE (Against Defendant Zucker)

101. Plaintiff repeats all previous allegations as if set forth in full herein.

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102. Section 13(d)(1)(E) of the Securities Exchange Act [15 U.S.C. § 78m(d)(1(E))]

provides that the beneficial owner of five percent of a company’s stock must disclose any

“contracts, amendments, or understandings” with any person with respect to any securities of the

issuer, including transfer or voting of any securities, on a Schedule 13D. The Rules and

Regulations promulgated under the Act explain that the disclosure of any contracts or agreements

must be filed asan exhibit to the Schedule 13D. [17 C.F.R. § 240.13d-101, Item 6; 17C.F.R.

§ 240.13d-101, Item 7].

103. Section 13(d)(2) of the Exchange Act [15 U.S.C. § 78m(d)(2)] and Exchange Act

Rule 13(d)(2)(a) [17 C.F.R. § 240.13d-2(a)] state that, if any material change occurs in the facts

set forth in the Schedule 13D filed with the Commission, the filer must promptly file an

amendment disclosing the change.

104. Defendant Zucker’s ownership of the Company exceeds five percent of the

Company’s shares. Under the Zucker Support Agreement entered into on or around October 8,

2016, Defendant Zucker pledged to vote her shares in approval of the Merger. Defendant Zucker

did not promptly file, and to-date has not filed, the Zucker Support Agreement as an exhibit and

amendment to her Schedule 13D as required by law.

105. By reason of the foregoing, Defendant Zucker has violated Section 13(d)(2) of the

Exchange Act [15 U.S.C. § 78m(d)(2)] and Exchange Act Rule 13d-2(a) [17 C.F.R. § 240.13d-

2(a)].

COUNT VI VIOLATIONS OF THE SECURITIES AND EXCHANGE ACT AND EXCHANGE ACT RULE (Against First Reserve)

106. Plaintiff repeats all previous allegations as if set forth in full herein.

107. Section 13(d)(1) of the Securities Exchange Act [15 U.S.C. § 78m(d)(1)] requires

all persons or entities who directly or indirectly acquire beneficial ownership of more than five

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percent of a class of equity securities registered pursuant to Section 12 of the Exchange Act [15

U.S.C. § 781] to file a Schedule 13D containing this information within ten days of the

acquisition.

108. Section 13(d)(1)(E) also provides that the beneficial owner of five percent of a

company’s stock must disclose any “contracts, amendments, or understandings” with any person

with respect to any securities of the issuer, including transfer or voting of any securities, on a

Schedule 13D [15 U.S.C. § 78m(d)(1)(E)]. The Rules and Regulations promulgated under the

Act explain that the disclosure of any contracts or agreements must be filed as an exhibit to the

13D disclosure. [17 C.F.R. § 240.13d-101, Item 6; 17 C.F.R. § 240.13d-101, Item 7].

109. The Zucker Support Agreement executed on or around October 8, 2016, gives

First Reserve beneficial ownership of Defendant Zucker’s shares in the Company, which exceed

five percent ownership. First Reserve did not file a Schedule 13D reflecting this information and

including the Zucker Support Agreement asan exhibit within ten days of acquiring beneficial

ownership.

110. By reason ofthe foregoing, First Reserve has violated Section 13(d)(1) of the

Exchange Act [15 U.S.C. § 78m(d)(1)]and Exchange Act Rule 13d-1(a) [17 C.F.R. § 240.13d-

1(a)].

WHEREFORE, Plaintiff demands judgment against Defendants jointly and severally, as

follows:

1. Declaring this action to be a class action and certifying Plaintiffas the Class

representatives and Plaintiffs’ counsel as Class counsel;

2. Enjoining preliminarily and permanently the Proposed Transaction; and

a. Extending the Go-Shop period to a more reasonable period (which will be determined after the discovery process) and prohibiting a shareholder vote

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until after the close of this extended periodand the opportunity for the Company to negotiate with potential buyers,

b. Prohibiting payment of a termination fee to enter a merger agreement for any qualified buyer within the Go-Shop period,

c. Lowering the current termination fee for any merger agreement outside of the Go-Shop period,

d. Prohibiting First Reserve from having the right to match any competing bids,

e. Requiring that merger approval be by a majority of the minority of shareholders, excluding Defendant Zucker the Director andand Officer Defendants, in addition to approval of the holders of amajority of all outstanding shares as provided by Gas Natural’s Articles of Incorporation,

f. Removal of any “don’t ask, don’t waive” standstill provision in the Confidentiality Agreement,

g. Requiring the Officer Defendants to forego any CIC Severance Agreements,

h. Requiring NIL Funding to refund any exorbitant interest payments made by Gas Natural, including origination fees, on any loans,

i. Requiring Defendant Zucker to file a Schedule 13D disclosing her support agreement.

j. Requiring FirstReserve to file Schedulea 13D todisclose its beneficial ownership of Defendant Zucker’s shares and the support agreement.

3. In the event that the transaction is consummated prior to the entry of this Court’s

final judgment, rescinding it or awarding Plaintiff and the Class rescissory damages;

4. Directing that Defendants account to Plaintiff and the other members of the Class

for all damages caused by them and account for all profits and any special benefits obtained as a

result of their breaches of their fiduciary duties;

5. Awarding Plaintiff the costs, expenses, and disbursements of this action, including

any attorneys’ and experts fees and expenses and, if applicable, pre-judgment and post-judgment

interest;

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6. Awarding Plaintiff any appropriate incentive award for serving as class

representative, and

7. Granting Plaintiff and the other members of the Class such further relief as the

Court deems just and proper.

JURY DEMAND

Plaintiff hereby demands a trial by jury of all issues so triable.

Respectfully submitted,

s/ Seth J. Linnick______John Q. Lewis(#0067235) Seth J. Linnick (#0083494) Christina E. Marino (#0090614) Casey L. Holzapfel (#0093667) TUCKER ELLIS LLP 950 Main Avenue Suite 1100 Cleveland, OH 44113-7213 Tel: 216.592.5000 Fax: 216.592.5009 E-mail: [email protected] [email protected] [email protected] [email protected]

Attorneys for Plaintiff

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VERIFICATION

, state that Iam a continuous holder of common shares of Gas

Natural during all relevant times alleged in the Verified Shareholder Derivative and Class Action

Complaint; that I have read the above foregoing Verified Complaint; that I am qualified in all

respects to make this verification; that every statement of fact contained herein is true and correct

to the best of my personal knowledge and belief or is based upon investigations that have been

carried out by counsel.

Date: II' 3' !(s NAME

Electronically Filed 11/03/2016 16:17 / / CV 16 871400 / Confirmation Nbr.900876 / CLAHJ SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAG ACTION COURT OF Doc COMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 34 COUNTY of 71. PageID JUSTICE #: CENTER 41 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. r Q X “ CV16871400H 30642964 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B.BENDERET. AL. DEFENDANT

MICHAEL B. BENDER You have been named defendant in a complaint C/O GAS NATURAL, INC. (copy attached hereto) filed in Cuyahoga County 1375 EAST NINTH STREET SUITE 3100 Court of Common Pleas, Cuyahoga County Justice CLEVELAND OH 44114 Center, Cleveland, Ohio 44113, by the plaintiff named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer is required to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left.)

Case has been assigned to Judge:

JOSE' A VILLANUEVA Do not contact judge. Judge's name is given for attorney's reference only.

NAILAH K. BYRD Ml Clerk of the Court of Common Pleas

DATE Nov 4, 2016 By______Deputy

COMPLAINT FILED 11/03/2016 30642964

CMSN130 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 35 of 71. PageID #: 42

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550547160.

Delivery Information: Status: Delivered Delivered to: Receptionist/Front Desk Signed for by: C.DAVIS Delivery location:CO GAS NATURAL INC. CLEVELAND, OH 44114 Service type: FedEx Express SaverDelivery date: Nov 8, 2016 09:52 Special Handling:Deliver Weekday

Residential Delivery

Direct Signature Required (L

Shipping Information: Tracking number: 784550547160Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: MICHAEL B. BENDER CCoC C/O GAS NATURAL, INC. 1200 Ontario 1375 EAST NINTH STREET SUITE 3100 Cleveland, OH 44113 US CLEVELAND, OH 44114 US Reference CV16871400 Invoice number 30642964

Thank you for choosing FedEx.

CV16871400 / 30642964 / BENDER/MICHAEL/B. / 2016-11-9 05:25 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 36 of 71. PageID #: 43 SUMMONS IN A CIVIL ACTION COURT OF COMMON PLEAS, CUYAHOGA COUNTY JUSTICE CENTER CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV168714 00 D2 FX 30642965 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B.BENDERET. AL. DEFENDANT

JAMES P. CARNEY You have been named defendant in a complaint C/O GAS NATURAL, INC. (copy attached hereto) filed in Cuyahoga County 1375 EAST NINTH STREET SUITE 3100 Court of Common Pleas, Cuyahoga County Justice CLEVELAND OH 44114 Center, Cleveland, Ohio 44113, by the plaintiff named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer is required to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left)

Case has been assigned to Judge: *\PL£As

JOSE' A VILLANUEVA Do not contact judge. Judge's name is given for attorney's reference only.

NAILAH K. BYRD Clerk of the Court of Common Pleas

DATE Nov 4, 2016 By. Deputy

COMPLAINT FILED 11/03/2016 30642965

CMSN130 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 37 of 71. PageID #: 44

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550547399.

Delivery Information: Status: Delivered Delivered to: Receptionist/Front Desk Signed for by: C.DAVIS Delivery location:CO GAS NATURAL INC CLEVELAND, OH 44114 Service type: FedEx Express Saver Delivery date: Nov 8, 2016 09:52 Special Handling:Deliver Weekday

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Shipping Information: Tracking number: 784550547399Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: JAMES P. CARNEY CCoC C/O GAS NATURAL, INC. 1200 Ontario 1375 EAST NINTH STREET SUITE 3100 Cleveland, OH 44113 US CLEVELAND, OH 44114 US Reference CV16871400 Invoice number 30642965

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CV16871400 / 30642965 / CARNEY/JAMES/P. / 2016-11-9 05:25 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAG ACTION COURT OF Doc COMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 38 COUNTY of 71. PageID JUSTICE #: CENTER45 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV168 714 00 D3 FX 30642966 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B.BENDERET. AL. DEFENDANT

RICHARD K. GREAVES You have been named defendant in a complaint C/0 GAS NATURAL, INC. (copy attached hereto) Tiled in Cuyahoga County 1375 EAST NINTH STREET SUITE 3100 Court of Common Pleas, Cuyahoga County Justice CLEVELAND OH 44114 Center, Cleveland, Ohio 44113, by the plaintiff named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer isrequired to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left.)

Case has been assigned to Judge:

JOSE' A VILLANUEVA Do not contact judge. Judge's name is given for attorney's reference only.

NAILAH K. BYRD Clerk of the Courtiof Common Pleas ■$4 CODji- DATE Nov 4, 2016 By. Deputy

COMPLAINT FILED11/03/2016 30642966

CMSN130 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 39 of 71. PageID #: 46

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550548248.

Delivery Information: Status: Delivered Delivered to: Receptionist/Front Desk Signed for by: C.DAVIS Delivery location:CO GAS NATURAL INC CLEVELAND, OH 44114

Service type: FedEx Express Saver Delivery date: Nov 8, 2016 09:52 Special Handling: Deliver Weekday

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Shipping Information: Tracking number: 784550548248Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: RICHARD K. GREAVES CCoC C/O GAS NATURAL, INC. 1200 Ontario 1375 EAST NINTH STREET SUITE 3100 Cleveland, OH 44113 US CLEVELAND, OH 44114 US Reference CV16871400 Invoice number 30642966

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CV16871400 / 30642966 / GREAVES/RICHARD/K. / 2016-11-9 05:25 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAGACTION COURT OF DocCOMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 40 COUNTY of 71. PageID JUSTICE #: CENTER 47 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV16871400D4 FX 30642967 Rule 4(B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B.BENDERET. AL. DEFENDANT

ROBERT B. JOHNSTON You have been named defendant in a complaint C/0 GAS NATURAL, INC. (copy attached hereto) filed in Cuyahoga County 1375 EAST NINTH STREET SUITE 3100 Court of Common Pleas, Cuyahoga County Justice CLEVELAND OH 44114 Center, Cleveland, Ohio 44113, by the plaintiff named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer is required to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left.)

Case has been assigned to Judge:

JOSE' A VILLANUEVA Do not contact judge. Judge's name is given for attorney's reference only. Mgm, NAILAH K. BYRD mb Clerk of the Court of Common Pleas

DATE Nov 4, 2016 By. Deputy

COMPLAINT FILED 11/03/2016 30642967 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 41 of 71. PageID #: 48

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550547984.

Residential Delivery

Direct Signature Required (L

Shipping Information: Tracking number: 784550547984Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: ROBERT B. JOHNSTON CCoC C/O GAS NATURAL, INC. 1200 Ontario 1375 EAST NINTH STREET SUITE 3100 Cleveland, OH 44113 US CLEVELAND, OH 44114 US Reference CV16871400 Invoice number 30642967

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CV16871400 / 30642967 / JOHNSTON/ROBERT/B. / 2016-11-9 05:25 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAGACTION COURT OF DocCOMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 42 COUNTY of 71. PageID JUSTICE #: CENTER 49 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV16871400D5 EX 30642968 Rule 4 (B) Ohio

Rules of Civil Procedure . ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B BENDERET. AL. DEFENDANT

GREGORY J. OSBORNE You have been named defendant in a complaint C/O GAS NATURAL, INC. (copy attached hereto) filed in Cuyahoga County 1375 EAST NINTH STREET SUITE 3100 Court of Common Pleas, Cuyahoga County Justice CLEVELAND OH 44114 Center, Cleveland, Ohio 44113, by the plaintiff named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer is required to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left.)

Case has been assigned to Judge:

JOSE' A VILLANUEVA Do not contact judge. Judge's name is given for attorney's reference only.

NAILAH K. BYRD Clerk of the Court of Common Pleas

DATE Nov 4, 2016 By- Deputy

COMPLAINT FILED 11/03/2016 30642968

CMSN130 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 43 of 71. PageID #: 50

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550548204.

Residential Delivery

Direct Signature Required fell

Shipping Information: Tracking number: 784550548204Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: GREGORY J. OSBORNE CCoC C/O GAS NATURAL, INC. 1200 Ontario 1375 EAST NINTH STREET SUITE 3100 Cleveland, OH 44113 US CLEVELAND, OH 44114 US Reference CV16871400 Invoice number 30642968

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CV16871400 / 30642968 / OSBORNE/GREGORY/J. / 2016-11-9 05:25 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAGACTION COURT OF DocCOMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 44 COUNTY of 71. PageID JUSTICE #: CENTER 51 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV16871400D6 FX • 30642969 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B.BENDERET. AL. DEFENDANT

MICHAEL R. WINTER You have been named defendant in a complaint C/0 GAS NATURAL, INC. (copy attached hereto) filed in Cuyahoga County 1375 EAST NINTH STREET SUITE 3100 Court of Common Pleas, Cuyahoga County Justice CLEVELAND OH 44114 Center, Cleveland, Ohio 44113, by the plaintiff named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer is required to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left.)

Case has been assigned to Judge:

JOSE' A VILLANUEVA Do not contact judge. Judge's name isgiven for attorney's reference only.

NAILAH K. BYRD Clerk of the Court of Common Pleas

DATE Nov 4, 2016 By______Deputy

COMPLAINT FILED 11/03/2016 30642969

CMSNI30 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 45 of 71. PageID #: 52

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550548546.

Residential Delivery

Direct Signature Required (L

Shipping Information: Tracking number: 784550548546Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: MICHAEL R. WINTER CCoC C/O GAS NATURAL, INC. 1200 Ontario 1375 EAST NINTH STREET SUITE 3100 Cleveland, OH 44113 US CLEVELAND, OH 44114 US Reference CV16871400 Invoice number 30642969

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CV16871400 / 30642969 / WINTER/MICHAEL/R. / 2016-11-9 05:26 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAGACTION COURT OF DocCOMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 46 COUNTY of 71. PageID JUSTICE #: CENTER 53 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV16871400D7 FX 30642970 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B.BENDERET. AL. DEFENDANT

KEVIN J. DEGENSTEIN You have been named defendant in a complaint C/O GAS NATURAL, INC. (copy attached hereto) filed in Cuyahoga County 1375 EAST NINTH STREET SUITE 3100 Court of Common Pleas, Cuyahoga County Justice CLEVELAND OH 44114 Center, Cleveland, Ohio 44113, by the plaintiff named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer is required to be served on: summons upon you, exclusive of the day of service.

Said answer isrequired to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left.)

Case has been assigned to Judge:

JOSE' A VILLANUEVA Do not contact judge. Judge's name is given for attorney's reference only.

NAILAH K. BYRD Clerk of the Court of Common Pleas

DATE Nov 4, 2016 AJ Deputy

COMPLAINT FILED 11/03/2016 30642970

CMSNI30 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 47 of 71. PageID #: 54 i iS^yi!»,#?&.

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550548958.

Delivery Information: Status: Delivered Delivered to: Receptionist/Front Desk Signed for by: C.DAVIS Delivery location: CO GAS NATURAL INC. CLEVELAND, OH 44114

Service type: FedEx Express Saver Delivery date: Nov 8, 2016 09:52 Special Handling:Deliver Weekday

Residential Delivery

Direct Signature Required

Shipping Information: Tracking number:784550548958Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: KEVIN J.DEGENSTEIN CCoC C/O GAS NATURAL, INC. 1200 Ontario 1375 EAST NINTH STREET SUITE 3100 Cleveland, OH 44113 US CLEVELAND, OH 44114 US Reference CV16871400 Invoice number 30642970

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CV16871400 / 30642970 / DEGENSTEIN/KEVIN/J. / 2016-11-9 05:26 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAGACTION COURT OF DocCOMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 48 COUNTY of 71. PageID JUSTICE #: CENTER 55 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. Rule 4 (B) Ohio X

CV16871400D CO 30642971

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B BENDERET. AL. DEFENDANT

JENNIFER HABERMAN You have been named defendant in a complaint C/0 GAS NATURAL, INC. (copy attached hereto) filed in Cuyahoga County 1375 EAST NINTH STREET SUITE 3100 Court of Common Pleas, Cuyahoga County Justice CLEVELAND OH 44114 Center, Cleveland, Ohio 44113, by the plaintiff named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer is required to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left.)

Case has been assigned to Judge:

JOSE' A VILLANUEVA Do not contact judge. Judge's name is given for attorney's reference only.

NAILAH K. BYRD Clerk of the Court of,Common Pleas DATE Al Nov 4, 2 016 By. Deputy

COMPLAINT FILED 11/03/2016 30642971

CMSN130 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 49 of 71. PageID #: 56

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550549120.

Residential Delivery

Direct Signature Required

Shipping Information: Tracking number: 784550549120Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: JENNIFER HABERMAN CCoC C/O GAS NATURAL, INC. 1200 Ontario 1375 EAST NINTH STREET SUITE 3100 Cleveland, OH 44113 US CLEVELAND, OH 44114 US Reference CV16871400 Invoice number 30642971

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CV16871400 / 30642971 /HABERMAN/JENNIFER//2016-11-9 05:26 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAGACTION COURT OF DocCOMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 50 COUNTY of 71. PageID JUSTICE #: CENTER 57 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV16871400D9 FX 30642972 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B.BENDERET. AL. DEFENDANT

JAMES E. SPRAGUE You have been named defendant in a complaint C/0 GAS NATURAL, INC. (copy attached hereto) filed in Cuyahoga County 1375 EAST NINTH STREET SUITE 3100 Court of Common Pleas, Cuyahoga County Justice CLEVELAND OH 44114 Center, Cleveland, Ohio 44113, by the plaintiff named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer isrequired to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs Plantiff s Attorney Attorney (Address denoted by arrow at left.)

Case has been assigned to Judge:

JOSE' A VILLANUEVA Do not contact judge. Judge's name isgiven for attorney's reference only.

NAILAH K. BYRD Clerk of the Court of .Common Pleas ^4 COVJ'i- DATE Nov 4, 2016 By______Deputy

COMPLAINT FILED .11/03/2016 30642972

CMSNI30 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 51 of 71. PageID #: 58

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550549564.

Residential Delivery

Direct Signature Required

Shipping Information: Tracking number: 784550549564Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: JAMES E. SPRAGUE CCoC C/O GAS NATURAL, INC. 1200 Ontario 1375 EAST NINTH STREET SUITE 3100 Cleveland, OH 44113 US CLEVELAND, OH 44114 US Reference CV16871400 Invoice number 30642972

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CV16871400 / 30642972 / SPRAGUE/JAMES/E. / 2016-11-9 05:26 SUMMONS IN A Case:CIVIL ACTION1:16-cv-02880-PAG COURT OF DocCOMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 52 COUNTY of 71. PageID JUSTICE #: CENTER 59 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV16871400D10 FX 30642973 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B BENDERET. AL. DEFENDANT

JED D. HENTHORNE You have been named defendant in a complaint C/O ENERGY WEST MONTANA, INC. (copy attached hereto) filed in Cuyahoga County 1 1ST AVENUE SOUTH Court of Common Pleas, Cuyahoga County Justice GREAT FALLS MT 59401 Center, Cleveland, Ohio 44113, by the plaintiff named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer isrequired to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiff's Plantiffs Attorney Attorney (Address denoted by arrow at left.)

JOHN Q LEWIS Your answer must also be filed with the court 950 MAIN AVENUE within 3 days after service of said answer on plaintiff's attorney. SUITE 1100 CLEVELAND, OH 44113-0000 If you fail to do so, judgment by default will be rendered against you for the relief demanded in the complaint

Case has been assigned to Judge:

JOSE' A VILLANUEVA Do not contact judge. Judge's name is given for attorney's reference only.

NAILAH K. BYRD Clerk of the Court of Common Pleas

DATE Nov 4, 2016 Deputy

COMPLAINT FILED 11/03/2016 30642973

■CMSN130 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 53 of 71. PageID #: 60

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550549314.

Delivery Information: Status: DeliveredDelivered to: Receptionist/Front Desk Signed for by: J.LEWIS Delivery location:CO ENERGY WEST MONTANA INC. GREAT FALLS, MT 59401 Service type: FedEx Express SaverDelivery date: Nov 8, 2016 11:45 Spedal Handling:Deliver Weekday

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Direct Signature Required

Shipping Information: Tracking number: 784550549314 Ship date: Nov 4,2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: JEDD. HENTHORNE CCoC C/O ENERGY WEST MONTANA, INC. 1200 Ontario 1 1ST AVENUE SOUTH Cleveland, OH 44113 US GREAT FALLS, MT 59401 US Reference CV16871400 Invoice number 30642973

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CV16871400 / 30642973 / HENTHORNE/JED ID. / 2016-11-9 05:26 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAGACTION COURT OF DocCOMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 54 COUNTY of 71. PageID JUSTICE #: CENTER 61 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV16871400Dll FX 30642974 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B BENDERET. AL. DEFENDANT

VINCENT A. PARIS I You have been named defendant in a complaint C/0 NISOURCE INC. (copy attached hereto) filed in Cuyahoga County 801 EAST 8 6TH AVENUE Court of Common Pleas, Cuyahoga County Justice MERRILLVILLE IN 46410 Center, Cleveland, Ohio 44113, by the plaintiff named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer is required to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left.)

JOHN Q LEWIS Your answer must also be filed with the court 950 MAIN AVENUE within 3 days after service of said answer on plaintiffs attorney. SUITE 1100 CLEVELAND, OH 44113-0000 If you fail to do so, judgment by default will be rendered against you for the relief demanded in the complaint Case has been assigned to Judge: mMc. JOSE' A VILLANUEVA Do not contact judge. Judge's name is given for attorney's reference only.

ttmit NAILAH K. BYRD Clerk of the Court of Common Pleas

DATE Nov 4, 2016 By. Deputy

COMPLAINT FILED 11/03/2016 30642974

CMSNI30 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 55 of 71. PageID #: 62

November 8,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550549910.

Delivery Information: Status: Delivered Delivered to: Shipping/Receiving Signed for by: C.SUMMERS Delivery location:801 E 86TH AVE MERRILLVILLE, IN 46410 Service type: FedEx Express Saver Delivery date: Nov 7, 201609:11 Special Handling:Deliver Weekday

Residential Delivery

Direct Signature Required £

Shipping Information: Tracking number: 784550549910Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: VINCENT A. PARISI CCoC C/O NISOURCE INC. 1200 Ontario 801 EAST 86TH AVENUE Cleveland, OH 44113 US MERRILLVILLE, IN 46410 US Reference CV16871400 Invoice number 30642974

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CV16871400 / 30642974 / PARISI/VINCENT/A. 2016-11-8/ 05:26 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAGACTION COURT OF DocCOMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 56 COUNTY of 71. PageID JUSTICE #: CENTER 63 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV16871400D12 FX 30642975 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B BENDERET. AL. DEFENDANT

FR BISON HOLDINGS, INC. You have been named defendant in a complaint C/0 CORPORATION SERVICE COMPANY, (copy attached hereto) filed in Cuyahoga County STATUTORY AGENT Court of Common Pleas, Cuyahoga County Justice 2711 CENTERVILLE RD., SUITE 400 Center, Cleveland, Ohio 44113, by the plaintiff WILMINGTON DE 19808 named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer is required to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left.)

Case has been assigned to Judge: O^PkEAs1

JOSE' A VILLANUEVA Do not contact judge. Judge's name isgiven for attorney's reference only.

NAILAH K. BYRD SSH Clerk of the Court of Common Pleas

DATE Nov 4, 2016 By. Deputy

COMPLAINT FILED 11/03/2016 30642975

CMSN130 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 57 of 71. PageID #: 64

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550549715.

Delivery Information: Status: Delivered Delivered to: Mailroom Signed for by: W.LOLLEYDelivery location:SUITE 400 WILMINGTON, DE 19808 Service type: FedEx Express Saver Delivery date: Nov 8, 2016 09:35 Special Handling:Deliver Weekday

Direct Signature Required

Shipping Information: Tracking number: 784550549715 Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: FR BISON HOLDINGS, INC. CCoC C/O CORPORATION SERVICE COMPANY, ST 1200 Ontario 2711 CENTERVILLE RD„ SUITE 400 Cleveland, OH 44113 US WILMINGTON, DE 19808 US

Reference CV16871400 Invoice number 30642975

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CV16871400 / 30642975 / FR BISON HOLDINGS, INC. / 2016-11-9 05:26 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAG ACTION COURT OF DocCOMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 58 COUNTY of 71. PageID JUSTICE #: CENTER 65 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV16871400D13 FX 30642976 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B BENDERET. AL. DEFENDANT

FR BISON MERGER SUB, INC. You have been named defendant in a complaint C/O CSC-LAWYERS INCORPORATING (copy attached hereto) filed in Cuyahoga County SERVICE, STATUTORY AGENT Court of Common Pleas, Cuyahoga County Justice 50 WEST BROAD STREET, SUITE 1800 Center, Cleveland, Ohio 44113, by the plaintiff COLUMBUS OH 43215 named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer is required to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left.)

Case has been assigned to Judge:

JOSE' A VILLANUEVA Do not contact judge. Judge's name is given for attorney's reference only.

NAILAH K. BYRD K! Clerk of the Court of Common Pleas

DATE Nov 4, 2016 By. Deputy

COMPLAINT FILED 11/03/2016 30642976

CMSN130 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 59 of 71. PageID #: 66

November 11,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550550086.

Delivery Information: Status: Delivered Delivered to: Receptionist/Front Desk Signed for by: D.SCHAIUSILDelivery location:50 W BROAD ST 1330 COLUMBUS, OH 43215 Service type: FedEx Express Saver Delivery date: Nov 9, 2016 11:23 Special Handling:Deliver Weekday

Direct Signature Required

Shipping Information: Tracking number: 784550550086 Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: FR BISON MERGER SUB, INC. CCoC C/O CSC-LAWYERS INCORPORATING SERVI 1200 Ontario 50 WEST BROAD STREET, SUITE 1800 Cleveland, OH 44113 US COLUMBUS, OH 43215 US Reference CV16871400 Invoice number 30642976

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CV16871400/ 30642976 / FR BISON MERGER SUB, INC. / 2016-11-11 05:24 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAG ACTION COURT OF DocCOMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 60 COUNTY of 71. PageID JUSTICE #: CENTER 67 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV16871400D14 FX 30642977 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B.BENDERET. AL. DEFENDANT

FIRST RESERVE ENERGY INFRASTRUCTURE You have been named defendant in a complaint FUND II, L.P. (copy attached hereto) filed in Cuyahoga County ONE LAFAYETTE PLACE Court of Common Pleas, Cuyahoga County Justice GREENWICH CT 06830 Center, Cleveland, Ohio 44113, by the plaintiff named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer is required to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left.)

Case has been assigned to Judge:

JOSE' A VILLANUEVA Do not contact judge. Judge's name is given for attorney's reference only.

NAILAH K. BYRD SSL’ Clerk of the Court of Common Pleas

date By. Ai Nov 4, 2016 Deputy

COMPLAINT FILED 11/03/2016 30642977

CMSNI30 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 61 of 71. PageID #: 68

November 11,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550550400.

Delivery Information: Status: Delivered Delivered to: Receptionist/Front Desk Signed for by: B.BEMLINDelivery location:1 LAFAYETTE PL 3 GREENWICH, CT 06830 Service type: FedEx Express Saver Delivery date: Nov 9, 2016 10:28 Special Handling:Deliver Weekday

Direct Signature Required

Shipping Information: Tracking number: 784550550400 Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: FIRST RESERVE ENERGY INFRASTRUCTURE CCoC ONE LAFAYETTE PLACE 1200 Ontario GREENWICH, CT 06830 US Cleveland, OH 44113 US

Reference CV16871400 Invoice number 30642977

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CV16871400/30642977/FIRST RESERVE ENERGY INFRASTRUCTURE FUND II, L.P. 2016-11-11/ 05:25 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAG ACTION COURT OF Doc COMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 62 COUNTY of 71. PageID JUSTICE #: CENTER69 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV16871400D15 FX 30642978 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B BENDERET. AL. DEFENDANT

ANITA G. ZUCKER You have been named defendant in a complaint (INDIVIDUALLY) (copy attached hereto) filed in Cuyahoga County 4838 JENKINS AVENUE Court of Common Pleas, Cuyahoga County Justice NORTH CHARLESTON SC 29405 Center, Cleveland, Ohio 44113, by the plaintiff named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer isrequired to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs Plantiffs Attorney Attorney (Address denoted by arrow at left.)

Case has been assigned to Judge:

JOSE' A VILLANUEVA Do not contact judge. Judge's name is given for attorney's reference only.

NAILAH K. BYRD SSh Clerk of the Court ofCommon Pleas DATE JL Nov 4, 2016 By. Deputy

COMPLAINT FILED 11/03/2016 30642978

CMSNI30 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 63 of 71. PageID #: 70

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550550774.

Delivery Information: Status: Delivered Delivered to: Receptionist/Front Desk Signed for by: J.HULL Delivery location:4838 JENKINS AVE NORTH CHARLESTON, SC 29405

Service type: FedEx Express Saver Delivery date: Nov 8, 2016 14:15 Special Handling: Deliver Weekday

Residential Delivery

Direct Signature Required

Shipping Information: Tracking number: 784550550774Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: ANITA G.ZUCKER CCoC (INDIVIDUALLY) 1200 Ontario 4838 JENKINS AVENUE Cleveland, OH 44113 US NORTH CHARLESTON, SC 29405 US Reference CV1687140Q Invoice number 30642978

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CV16871400 / 30642978 / ZUCKER/ANITA/G. / 2016-11-9 05:26 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAGACTION COURT OF DocCOMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 64 COUNTY of 71. PageID JUSTICE #: CENTER 71 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV168 714 00 D16 FX 30642979 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B.BENDERET. AL. DEFENDANT

ANITA G. ZUCKER TRUSTEE OF THE You have been named defendant in a complaint ARTICLE 6 MARITAL TRUST (copy attached hereto) filed in Cuyahoga County UNDER THE FIRST AMENDED AND Court of Common Pleas, Cuyahoga County Justice RESTATED JERRY ZUCKER REVOCABLE Center, Cleveland, Ohio 44113, by the plaintiff TRUST DATED APRIL 2, 2007 named herein. 4838 JENKINS AVENUE NORTH CHARLESTON SC 29405-0000

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer is required to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left.)

Case has been assigned to Judge:

JOSE' A VILLANUEVA Do not contact judge. Judge's name isgiven for attorney's reference only.

NAILAH K. BYRD Clerk of the Court of Common Pleas

DATE coo^i. Nov 4, 2016 By. Deputy

COMPLAINT FILED11/03/2016 30642979 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 65 of 71. PageID #: 72

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550550914.

Delivery Information: Status: Delivered Delivered to: Receptionist/Front Desk Signed for by: J.HULL Delivery location:4838 JENKINS AVE NORTH CHARLESTON, SC 29405 Service type: FedEx Express Saver Delivery date: Nov 8, 2016 14:15 Spedal Handling:Deliver Weekday

Direct Signature Required

Shipping Information: Tracking number: 784550550914Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: ANITA G. ZUCKER TRUSTEE OF THE ARTI CCoC UNDER THE FIRST AMENDED AND RESTATE 1200 Ontario 4838 JENKINS AVENUE Cleveland, OH 44113 US NORTH CHARLESTON, SC 29405 US Reference CV16871400 Invoice number 30642979

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CV16871400 / 30642979 / ANITA G. ZUCKER TRUSTEE OF THE ARTICLE 6 MARITAL TRUST / 2016-11-9 05:26 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAGACTION COURT OF DocCOMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 66 COUNTY of 71. PageID JUSTICE #: CENTER 73 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV16871400D17 FX 30642980 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B.BENDERET. AL. DEFENDANT

INTERTECH GROUP, INC. You have been named defendant in a complaint C/O MICHAEL BENDER, STATUTORY AGENT (copy attached hereto) filed in Cuyahoga County 4838 JENKINS AVENUE Court of Common Pleas, Cuyahoga County Justice NORTH CHARLESTON SC 29405 Center, Cleveland, Ohio 44113, by the plaintiff named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer is required to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left.)

JOHN Q LEWIS Your answer must also be fded with the court 950 MAIN AVENUE within 3 days after service of said answer on plaintiff's attorney. SUITE 1100 CLEVELAND, OH 44113-0000 If you fail to do so, judgment by default will be rendered against you for the relief demanded in the complaint.

Case has been assigned to Judge:

JOSE' A VILLANUEVA Do not contact judge. Judge's name is given for attorney's reference only.

NAILAH K. BYRD Clerk of the Court of Common Pleas

DATE Nov 4, 2016 By. Deputy

COMPLAINT FILED11/03/2016 30642980 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 67 of 71. PageID #: 74 i iS^yi!»,#?&.

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550550650.

Delivery Information: Status: Delivered Delivered to: Receptionist/Front Desk Signedforby: J.HULL Delivery location: 4838 JENKINS AVE NORTH CHARLESTON, SC 29405 Service type: FedEx Express Saver Delivery date: Nov 8, 2016 14:15 Special Handling:Deliver Weekday

Direct Signature Required

Shipping Information: Tracking number:784550550650Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: INTERTECH GROUP, INC. CCoC C/O MICHAEL BENDER, STATUTORY AGENT1200 Ontario 4838 JENKINS AVENUE Cleveland, OH 44113 US NORTH CHARLESTON, SC 29405 US Reference CV16871400 Invoice number 30642980

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CV16871400 / 30642980 / INTERTECH GROUP, INC. / 2016-11-9 05:26 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAG ACTION COURT OF Doc COMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 68 COUNTY of 71. PageID JUSTICE #: CENTER 75 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV16871400D18 FX 30642981 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B BENDERET. AL. DEFENDANT

NIL FUNDING CORPORATION You have been named defendant in a complaint C/O CORPORATION SERVICE COMPANY, (copy attached hereto) filed in Cuyahoga County STATUTORY AGENT Court of Common Pleas, Cuyahoga County Justice 2711 CENTERVILLE RD., SUITE 400 Center, Cleveland, Ohio 44113, by the plaintiff WILMINGTON DE 19808 named herein.

You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer is required to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left)

Case has been assigned to Judge: ^ PLEAS'

JOSE' A VILLANUEVA Do not contact judge. Judge's name is given for attorney's reference only.

east- NAILAH K. BYRD Sis Clerk of the Court of Common Pleas

DATE Nov 4, 2016 By. Deputy

COMPLAINT FILED 11/03/2016 30642981

CMSN130 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 69 of 71. PageID #: 76

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550551510.

Direct Signature Required

Shipping Information: Tracking number: 784550551510 Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: NIL FUNDING CORPORATION CCoC C/O CORPORATION SERVICE COMPANY, ST 1200 Ontario 2711 CENTERVILLE RD„ SUITE 400 Cleveland, OH 44113 US WILMINGTON, DE 19808 US Reference CV16871400 Invoice number 30642981

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CV16871400 / 30642981 / NIL FUNDING CORPORATION / 2016-11-9 05:26 SUMMONS IN ACase: CIVIL 1:16-cv-02880-PAG ACTION COURT OF DocCOMMON #: 1-1 PLEAS, Filed: CUYAHOGA11/28/16 70 COUNTY of 71. PageID JUSTICE #:CENTER 77 CLEVELAND, OHIO 44113 CASE NO. SUMMONS NO. CV16871400D19 FX 30642982 Rule 4 (B) Ohio

Rules of Civil Procedure ALISON D."SUNNY"MASTERSPLAINTIFF VS SUMMONS MICHAEL B BENDERET. AL. DEFENDANT

GAS NATURAL, INC. You have been named defendant in a complaint NOMINAL DEFENDANT (copy attached hereto) filed in Cuyahoga County C/O 1600 CNB CORP., STATUTORY AGENT Court of Common Pleas, Cuyahoga County Justice 1375 EAST NINTH STREET, 29TH FLOOR Center, Cleveland, Ohio 44113, by the plaintiff named herein. CLEVELAND OH 44114 You are hereby summoned and required to answer the complaint within 28 days after service of this Said answer is required to be served on: summons upon you, exclusive of the day of service.

Said answer is required to be served on Plaintiffs PlantifTs Attorney Attorney (Address denoted by arrow at left.)

Case has been assigned to Judge:

JOSE' A VILLANUEVA Do not contact judge. Judge's name is given for attorney's reference only.

NAILAH K. BYRD Clerk of the Court of Common Pleas

DATE Nov 4, 2016 By. Deputy

COMPLAINT FILED11/03/2016 30642982

CMSN130 Case: 1:16-cv-02880-PAG Doc #: 1-1 Filed: 11/28/16 71 of 71. PageID #: 78

November 9,2016

Dear Customer:

The following isthe proof-of-delivery for tracking number 784550551440.

Delivery Information: Status: Delivered Delivered to: Receptionist/Front Desk Signed for by: C.PELAGARDelivery location:C O 1600 CNB CORP STATUTORY CLEVELAND, OH 44114 Service type: FedEx Express Saver Delivery date: Nov 8, 2016 09:56 Spedal Handling:Deliver Weekday

Direct Signature Required

Shipping Information: Tracking number: 784550551440Ship date: Nov 4, 2016 Weight: 0.5 lbs/0.2 kg

Recipient: Shipper: GAS NATURAL, INC. CCoC NOMINAL DEFENDANT 1200 Ontario C/O 1600 CNB CORF., STATUTORY AGENTCleveland, OH 44113 US 1375 EAST NINTH STREET, 29TH FLOOR CLEVELAND, OH 44114 US Reference CV16871400 Invoice number 30642982

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CV16871400 / 30642982 / GAS NATURAL, INC. / 2016-11-9 05:26