Master Services and Software License Agreement

The omitted portions of this Exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933.

DEFINITIONS

“Acceptance Criteria” means the agreed upon acceptance tests, plans and procedures used to determine compliance of the System with the specifications and functionality as specified in a SOW.

“After-Tax Basis” means with respect to any payment to be received by any Party, the amount of such payment (the base payment) supplemented by a further payment (the additional payment) to that Party so that the sum of the base payment plus the additional payment shall, after deduction of the amount of all federal, state and local income Taxes required to be paid by such Party in respect of the receipt or accrual of the base payment and the additional payment (taking into account the net present value of any reduction in such income Taxes resulting from Tax benefits realized by the recipient as a result of the payment or the event giving rise to the payment), be equal to the amount required to be received. Such calculations shall be made on the basis of the highest generally applicable federal, state and local income tax rates applicable to the corporation for whom the calculation is being made for all relevant periods, and shall take into account the deductibility of state and local income taxes for federal income tax purposes.

“Attachments” means the applicable Attachments expressly designated in the Agreement, all of which are attached hereto and incorporated by reference in this Agreement. During the term of this Agreement, SILVERSPRING reserves the right to amend any of such Attachments upon not less than *** days prior written notice to FPL; provided, however, that (i) no such amendment shall be effective with respect to any SOW then binding on FPL and SILVERSPRING; and provided further, (ii) no such amendment shall have the effect of increasing the pricing provided in Attachment F for the Smart Grid Technology set forth therein or (iii) no such amendment shall change any agreed upon Service Levels contained in an Attachment. To the extent any such amendment modifies any of the specifications for the Smart Grid Technology as specified in any such Attachment, FPL shall have the right during such *** day period to place additional SOWs for such components of the Smart Grid Technology proposed to be changed by SILVERSPRING as FPL shall deem necessary or advisable. SILVERSPRING shall cooperate in good faith with FPL to ensure that any such amendment does not create an undue burden on FPL.

“Confidential information” includes, but is not limited to, either Party’s Intellectual Property, confidential, technical and business information relating to the Smart Grid Technology and Documentation, research and development, production and engineering processes, costs, profit or margin information, marketing, production, unreleased products, future business plans, software Source Code, release notes, bugs, or errors with respect to the Smart Grid Technology, and any other information or data not previously known that could reasonably be considered confidential or proprietary.

“Cure” means SILVERSPRING’s obligation and actions to repair, replace or otherwise correct any failure to meet a warranty obligation or to repair, replace or otherwise correct any defect, deficiency or nonconformance with the conditions and standards prescribed herein.

“Documentation” means SILVERSPRING’s information manuals in printed or electronic form containing operating instructions and performance specifications that SILVERSPRING generally makes available to users of its Smart Grid Technology. Documentation includes statements of work delivered by SILVERSPRING to FPL with respect to Work. Documentation does not include marketing materials.

“Equipment” means all of the metering equipment and consumables provided by SILVERSPRING hereunder.

“Fees” means fees for Smart Grid Technology, Equipment, Maintenance and Work as specified in Attachment F.

“Final Project Acceptance” means the testing of the deliverables for a particular SOW is complete, all technical specifications arc satisfied and all errors or defects found from the testing has been cured to the reasonable satisfaction of FPL. Final Project Acceptance shall be determined in accordance with the Acceptance Criteria.

“FPL Caused Delay” means a delay or portion of a delay that (i) will actually, demonstrably and adversely affect SILVERSPRING’s ability, or otherwise increase SILVERSPRING’s cost or expense, to achieve its obligations under this Agreement, (ii) FPL has not given SILVERSPRING reasonably sufficient notice to mitigate expenditures in full, and (iii) is caused principally and directly by FPL. Any delay that is a consequence or result of (i) SILVERSPRING’s or its Subcontractor’s action or inaction or (ii) force majeure is not a FPL Caused Delay. Notwithstanding the foregoing, SILVERSPRING shall take all reasonable steps to minimize costs and expenses it incurs with respect to any FPL Caused Delay.

“FPL Entities” means FPL, FPL Group, Inc. and its affiliates, successors, assigns, members, shareholders, officers, directors, employees and agents.

“FPL Interface” means software designed, developed and implemented by FPL (exclusively) that use any standard interface capabilities to the SILVERSPRING Smart Grid Technology.

“Governmental or Regulatory Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision.

“Hosting” means the hosting services to be provided by SILVERSPRING to FPL in accordance with Attachment C as specified in a SOW.

“Intellectual Property” shall mean with respect to each Party such Party’s patents, copyrights, trademarks, trade secrets or other proprietary information, any ideas, concepts, techniques, inventions, processes, comprising, embodied in or practiced in connection with such Party’s products or technologies (including all modifications, enhancements, configurations, upgrades and improvements thereto including, without limitation, any developed by such Party during the course of this Agreement).

“Maintenance” means services to be provided in accordance with the terms of the Maintenance Agreement specified in Attachments El and E2 as applicable, or as a separate agreement.

“Party” means either FPL or SILVERSPRING.

“Parties” means both FPL and SILVERSPRING.

“SILVERSPRING Caused Delay” means a delay or portion of a delay that (i) will actually, demonstrably and adversely affect FPL’s ability, or otherwise increase FPL’s cost or expense, to achieve its obligations under this Agreement, (ii) SILVERSPRING has not given FPL reasonably sufficient notice to mitigate expenditures in full, and (iii) is caused principally and directly by SILVERSPRING or its Subcontractors. Any delay that is a consequence or result of (i) FPL’s or its subcontractor’s action or inaction or (ii) force majeure is not a SILVERSPRING Caused Delay. Notwithstanding the foregoing, FPL shall take all reasonable steps to minimize costs and expenses it incurs with respect to any SILVERSPRING Caused Delay.

“Smart Grid Technology” means the equipment and software specified in Attachment B to enable a variety of advanced smart grid applications, including advanced metering, distribution automation, demand response and others, including but not limited to:

Network Interface Cards (NICs) for advanced metering, distribution automation and related applications,

Gateway Nodes, which are the routers for the network,

Metro Relays, which are signals repeaters for the network,

Network firmware,

Network Operation Software for the management and control of smart grid devices on the network; and

Advanced Metering application software.

“Source Code” means human-readable computer programming code, associated procedural code, related and supporting documentation corresponding to the Smart Grid Technology and any all subsequent versions of the Smart Grid Technology for which the FPL has paid a Fee.

“Stage” means each component part of a SOW.

“Stage Acceptance” means that the testing of the deliverables for a particular Stage is complete and all errors or defects found from the testing has been cured to the satisfaction of FPL. Stage Acceptance shall be determined in accordance with the Acceptance Criteria.

“Statement of Work” or “SOW” means a statement of work in a form of Attachment A issued by FPL and accepted by SILVERSPRING in accordance with the terms and provisions of this Agreement.

“Subcontractor” means any Person, firm, partnership, association, joint venture, company, corporation or other entity, regardless of tier, having an agreement formal or informal, with SILVERSPRING to provide any part of the System under the Agreement. The term Subcontractor shall include vendors and suppliers of SILVERSPRING.

“System” means the Smart Grid Technology in conjunction with all Work provided by SILVERSPRING herein for a SOW.

“Work” means any activities and services necessary for the execution and timely completion of SILVERSPRING’s obligations under the Agreement including, but not limited to, the activities and services which may be set forth in a SOW.

GRANT OF LICENSE

License. SILVERSPRING grants to FPL a nontransferable, limited, perpetual, nonexclusive license to use solely for FPL’s own internal business purposes the Smart Grid Technology and any enhancements, upgrades, improvements or modifications to the Smart Grid Technology, provided by SILVERSPRING pursuant to this Agreement or any associated agreement which references this Agreement. This license transfers to FPL neither title nor any proprietary or intellectual property rights to the Smart Grid Technology, Documentation, or any copyrights, patents, or trademarks, embodied or used in connection with the license, except for the internal use rights expressly granted in this Agreement. Additionally, FPL has the right to create and use FPL Interfaces.

Copies. FPL may make, in whole or in part, a reasonable amount of machine-readable copies of the Smart Grid Technology and Documentation for internal use, backup, disaster recovery, testing, training and archival purposes. FPL may not copy the Smart Grid Technology except as permitted by this Agreement, and may only make copies of Documentation as reasonably necessary in conjunction with FPL’s use. Whenever FPL copies or reproduces all or any part of the Smart Grid Technology or Documentation, all titles, trademarks, copyrights, legends, and other proprietary markings must be reproduced.

Source Code. SILVERSPRING shall place the Smart Grid Technology Source Code into an escrow account with NCC Group, Inc. to act as the escrow agent (“Escrow Agent”) under the terms attached as Attachment G (the “Escrow Agreement”). A fully executed copy of the Escrow Agreement, together with a receipt from the Escrow Agent acknowledging receipt of the source code, shall be delivered to FPL within *** days after execution of this Agreement. In addition to the initial delivery of source code, SILVERSPRING shall deliver to the Escrow Agent (i) within *** days following general availability, the source code of all new releases of the Smart Grid Technology, and (ii) by January 5^th of each year during the term of this Agreement, the source code as it exists on January 1^st of each year during the term of this Agreement, and shall provide FPL with receipts of such additional deposits, executed by the Escrow Agent. FPL shall treat the Source Code as Confidential Information and shall provide the Source Code the security and protection required by Section 7 (Confidential Information) of this Agreement. Under all circumstances, the Source Code shall remain the property of SILVERSPRING, and the FPL shall only use the Source Code in conjunction with, and to maintain the Smart Grid Technology as provided under this Agreement, and for no other purpose.

LICENSE RESTRICTIONS

Limitations. FPL will not: (1) sell, lease, license or sublicense the Smart Grid Technology or the Documentation to any third party; (ii) decompile, disassemble, translate, or reverse engineer, or attempt to create any passwords to allow unauthorized activation of the Smart Grid Technology; or (iii) provide, disclose, divulge, make available to, or permit use of the Smart Grid Technology by any third party without SILVERSPRING’s prior written consent, except for FPL’s employees, agents or subcontractors on a need to know basis for purposes of FPL’s permitted use hereunder or (iv) create or attempt to create, any derivative works of, or otherwise convert, modify, upgrade, enhance, translate or upgrade, the Smart Grid Technology.

Third Party Software. Use of the Software may require that FPL have third party software, if specified in Attachment B. SILVERSPRING will ensure compatibility of all

such third party software by integrating all third party software with the Smart Grid Technology and Equipment including upgrades and updates as they are introduced to the System.

SOWs AND FEES

Forecast. FPL will provide SILVERSPRING on a quarterly basis with rolling 12-month and 5-year forecasts of FPL’s anticipated need for components of the Smart Grid Technology. Such forecasts are provided for the purpose of enabling SILVERSPRING to anticipate FPL’s projected need for the components of the Smart Grid Technology and are not otherwise binding on FPL. SILVERSPRING will use all commercially reasonable efforts to insure that its production capability is sufficient to satisfy FPL’s orders for components of the Smart Grid Technology provided such orders reasonably approximate the quarterly forecasts provided by FPL to SILVERSPRING.

Binding Commitment. Each binding commitment on the part of FPL to purchase or license components of Smart Grid Technology from SILVERSPRING shall be evidenced by an SOW. Each SOW will define the specific components of Smart Grid Technology to be purchased by FPL and the scheduled delivery dates for such components. FPL and SILVERSPRING agree to collaborate in good faith on the release and acceptance of specific SOWs to enable SILVERSPRING to timely provide all components of the Smart Grid Technology proposed to be ordered by FPL in an SOW. Absent agreement to the contrary between FPL and SILVERSPRING, each SOW for purchase of a quantity of components not exceeding ***% of the components of Smart Grid Technology purchased by FPL in the *** preceding such SOW must be submitted no later than *** in advance of the date of the first delivery of the Smart Grid Technology under such SOW and no later than *** in advance of the first delivery of the components under such SOW if the requested quantity of components exceeds such percentage amount or there is any material change in the design requirements for such components of the Smart Grid Technology as determined in good faith by FPL and SILVERSPRING. Any SOW issued by FPL within the foregoing parameters must be accepted by SILVERSPRING and shall thereupon constitute a binding commitment between SILVERSPRING and FPL for the purchase and license of the components of the Smart Grid Technology described in the SOW.

Minimum Allocation to FPL. In the event that SILVERSPRING is unable to fully satisfy all orders for components of its Smart Grid Technology in any calendar month, SILVERSPRING agrees to allocate to FPL an amount equal to the lesser of (i) ***% of SILVERSPRING’s production capacity for the components of Smart Grid Technology ordered by FPL or (ii) all components of the Smart Grid Technology necessary to satisfy FPL’s SOW for such calendar month required to be accepted by SILVERSPRING pursuant to Section 4.2 above.

SOW(s). The Parties shall commence each SOW and diligently pursue Final Project Acceptance for each SOW in accordance with an Attachment A entered into with respect to each SOW.

Payment. FPL shall pay SILVERSPRING the Fees as specified in Attachment F for each SOW for Smart Grid Technology and Work.

Payment Terms. All applicable Fees shall be invoiced as set forth in Attachment F. All recurring fees shall be due and payable by FPL and will be automatically invoiced by SILVERSPRING as set forth in Attachment F. FPL shall pay each invoice within *** days of the invoice date in U.S. dollars.

Taxes. All taxes, duties, fees and other governmental charges of any kind (including sales, services and use taxes, but excluding taxes based on the gross revenues or net income of SILVERSPRING) which are imposed by or under the authority of any government or any political subdivision thereof on the Fees for the purchase of the Smart Grid Technology shall be borne by FPL and shall not be considered a part of, a deduction from or an offset against such Fees.

Audit Rights. During the term of this Agreement and for *** after termination, FPL will maintain accurate and detailed records as necessary to verify compliance with this Agreement, including Attachments. SILVERSPRING may request that FPL complete a self-audit questionnaire in a form provided by SILVERSPRING. If an audit reveals unlicensed use of the Smart Grid Technology, FPL agrees to promptly order and pay for sufficient licenses to permit all usage disclosed. If SILVERSPRING is not adequately assured that the self-audit was performed correctly, FPL agrees that SILVERSPRING or its designee shall have the right, not more than once in any one year period, to conduct an on site audit of FPL’s use of the Smart Grid Technology. SILVERSPRING may audit these records to verify compliance at any time during FPL’s regular business hours after giving reasonable notice. Except as described below, SILVERSPRING will bear all costs and expenses associated with the exercise of its audit rights. Any errors in payments identified will be corrected by FPL by appropriate adjustment. In the event of an underpayment of more than ***, FPL will reimburse SILVERSPRING the amount of the underpayment and reasonable costs associated with the audit.

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SCOPE OF WORK ***

Work. SILVERSPRING shall perform all activities necessary for its completion of the Work specified in each SOW entered into in connection with this Agreement.

Changes. Changes in the scope of an SOW, including any and all modifications, changes and/or additions to the System, will only be performed when authorized by a Change Form (a sample of which is provided in Attachment A) signed by both Parties.

Claims. Any claims for recovery of costs which are not clearly set forth herein or by issuance of a Change Form must be asserted by SILVERSPRING in writing within *** calendar days after the cause of such claim has occurred. In the event a dispute arises as to the equitable adjustment of such claim, SILVERSPRING, at the direction of FPL, shall proceed with the Work for up to *** days pending resolution of the dispute.

Personnel. SILVERSPRING will assign members of its staff who, in SILVERSPRING’s judgment, have adequate education, training or experience to perform the tasks assigned to them. Upon FPL’s request SILVERSPRING will identify the key personnel (including a description of their education and experience) proposed by SILVERSPRING to perform the Work.

Regulations. In performing any part of the Work at an FPL site, including Cure pursuant to Section 6.2, WARRANTY, SILVERSPRING employees or subcontractors shall comply with the FPL site work rules and regulations, copies of which shall be provided to SILVERSPRING upon request. If a SILVERSPRING employee or subcontractor does not work the minimum “*** cumulative per calendar year” requirement, as defined in FPL’s Safe and Secure Workplace Policy and therefore is not subject to such policy, the following shall apply to such employee or subcontractor:

SILVERSPRING employees and subcontractors shall not permit or suffer the introduction or use of intoxicating liquor, firearms, or drugs upon the Work, including Cure, or upon any of the grounds occupied or controlled by SILVERSPRING.

All SILVERSPRING and Subcontractor employees shall be subject to “post accident” and/or “reasonable suspicion” controlled substances and alcohol testing while at a FPL site. “Reasonable suspicion” shall be determined in the sole discretion of FPL. No SILVERSPRING employee or subcontractor required to take a post-accident alcohol test shall use alcohol for eight hours following the accident, or until he/she undergoes a post-accident alcohol test, whichever occurs first.

Audit. SILVERSPRING shall maintain books and records supporting all costs for the Work. During SILVERSPRING’s customary business hours for the duration of this Agreement, and for a period of *** thereafter, FPL shall have access to such books and to all other records of SILVERSPRING as required to verify any and all reimbursable costs.

Delays.

SILVERSPRING shall notify FPL in writing immediately of any delay, or anticipated delay in SILVERSPRING’s performance of a SOW and the reason for and anticipated length of the delay. FPL will extend the date of performance for a period equal to the time lost by reason of the delay if the delay is due to causes or circumstances beyond the reasonable control of

SILVERSPRING. SILVERSPRING shall not be eligible for additional compensation due to any such extension of time unless the extension was due to an FPL Caused Delay, in which event SILVERSPRING shall be entitled to additional reasonable compensation in an amount agreed by SILVERSPRING and FPL for expenditures that were not mitigated. Any extension to a SOW shall be documented by a written amendment to the SOW.

FPL shall notify SILVERSPRING in writing immediately of any delay, or anticipated delay in FPL’s performance of a SOW and the reason for and anticipated length of the delay. SILVERSPRING will extend the date of performance for a period equal to the time lost by reason of the delay if the delay is due to causes or circumstances beyond the reasonable control of FPL. FPL shall not be eligible for additional compensation due to any such extension of time unless the extension was due to an SILVERSPRING Caused Delay, in which event FPL shall be entitled to additional reasonable compensation in an amount agreed by SILVERSPRING and FPL for expenditures that were not mitigated. Any extension to a SOW shall be documented by a written amendment to the SOW.

***. SILVERSPRING will review with FPL the anticipated *** plans of SILVERSPRING associated with the *** including, without limitation, ***. Such review shall be undertaken on a *** basis pursuant to a framework mutually agreed upon by FPL and SILVERSPRING from time to time.

SILVERSPRING ***. SILVERSPRING will establish a Smart Grid Technology *** to assist SILVERSPRING in defining ***. SILVERSPRING will use reasonable efforts to establish such *** during calendar year *** and will ***. Such *** will meet *** and as reasonably necessary to help define *** on a basis synchronized with SILVERSPRING’s planned product release schedule.

Control of ***. SILVERSPRING shall at all times have sole and exclusive control over *** but will, as appropriate, *** in exchange for the ***.

Quality Control Information and End of Life Information. With respect to all hardware products included in the Smart Grid Technology provided by SILVERSPRING to FPL hereunder, SILVERSPRING shall provide FPL, no more often than ***, with the following:

Updates and information on any potential or scheduled product discontinuance.

Access to all quality assurance audits prepared by or for SILVERSPRING and its suppliers with respect to the manufacture of such hardware products.

A right by FPL to perform such a quality assurance audit at the facilities of SILVERSPRING and its suppliers engaged in the manufacture of such hardware products.

DVT Policies and Procedures. SILVERSPRING will adopt and implement from time to time design verification and testing policies and procedures in accordance with usual and customary industry standards. SILVERSPRING will provide FPL with copies of such policies and procedures for review and comment.

***. FPL and SILVERSPRING will cooperate in good faith with respect to ***. Such cooperation shall include ***. Prior to engaging in any exchange of information or meetings with such *** shall be required to execute a confidentiality agreement in usual and customary form protecting any and all information disclosed or provided to such *** by SILVERSPRING or FPL.

LIMITED WARRANTY AND LIMITATION OF LIABILITY

Warranty of Smart Grid Technology. SILVERSPRING warrants that at the time of *** and for *** days thereafter, the Smart Grid Technology will perform in substantial compliance with the Documentation. If during the applicable warranty period, the Smart Grid Technology does not perform in substantial compliance with the Documentation, FPL shall notify SILVERSPRING of the failure to perform and SILVERSPRING shall, correct the Smart Grid Technology, replace the Smart Grid Technology ***, ***. SILVERSPRING does not warrant that the Smart Grid Technology will operate uninterrupted, error-free, or achieve any particular result. SILVERSPRING represents and warrants that the Smart Grid Technology will be compatible with third party software and hardware listed in Attachment B.

Warranty of Work. SILVERSPRING warrants that the Work furnished shall be performed in accordance with standards of care, skill and diligence consistent with (i) recognized and sound industry practices, procedures and techniques; (ii) all applicable laws and regulations; (iii) the specifications, documents and procedures applicable to the Work; and (iv) the degree of knowledge, skill and judgment customarily exercised by professional firms with respect to services of a similar nature.

If any failure to meet the foregoing warranty, or any additional warranties or performance guarantees as may be specified elsewhere in the Agreement, occurs or is discovered during the performance of the Work or within *** of the Work by FPL (or such longer period of time as may be stated elsewhere in the Agreement), SILVERSPRING shall immediately Cure all Work (including payment for labor associated with such Cure inclusive of ***) affected by such failure at SILVERSPRING’s sole cost and expense. SILVERSPRING shall ***. Work so Cured shall be warranted for an additional period of *** (or such longer period of time as may be stated elsewhere in the Agreement), following completion of the Cure. Notwithstanding the above, *** on SILVERSPRING’s warranty of free and clear title with respect to the Work.

FPL shall give written notice to SILVERSPRING of any failure of the Work or nonconformance with the warranties or performance guarantees discovered by FPL within *** days of FPL’s discovery of any such failure or nonconformance. All warranty Work shall be performed on a schedule established by FPL as required to support system operations. FPL, shall, without impact to the warranties provided in this Section 6.2, have the right to operate and otherwise use the Work until such time as FPL deems prudent to suspend such operation or use for Cure by SILVERSPRING. If the Work has been placed in service, SILVERSPRING shall make such corrections or replacements as soon as FPL deems it prudent to remove the Work from service for any warranty Cure by SILVERSPRING, even if the warranty expires prior to the removal of the Work from service. SILVERSPRING shall provide labor for Cure on a straight time and overtime basis, at its expense, as necessary to meet FPL’s schedule. SILVERSPRING shall be provided remote access to FPL’s System via secure VPN connection to facilitate SILVERSPRING personnel’s ability to troubleshoot and support FPL hereunder.

Whenever Cure is required, SILVERSPRING shall bear the risk of loss or damage for Work requiring Cure during the period of such Cure. If any Work must be removed from the jobsite, transportation charges associated with any Cure shall be borne by SILVERSPRING. SILVERSPRING shall revise any and all drawings, as appropriate, to reflect any changes or modifications made during Cure.

If SILVERSPRING fails or refuses to effect Cure of nonconforming Work or fails to (i) identify the problem, schedule for Cure and initiate Cure within a reasonable period not to exceed *** calendar days after written notice of nonconformance and (ii) complete Cure, utilizing its commercially reasonable efforts, within a reasonable period of time not to exceed *** calendar days (or such longer period or periods as FPL may authorize in writing), FPL may effect such Cure without impairing the warranties stated in this Section 6.2, and charge the cost occasioned to FPL thereby to SILVERSPRING. In addition, if SILVERSPRING fails to furnish timely disposition instructions, FPL may dispose of the non-conforming Work in a reasonable manner, in which case FPL

shall be entitled to reimbursement from SILVERSPRING for reasonable expenses as well as for any excess cost incurred in the disposition of said Work.

SILVERSPRING shall obtain, for the benefit of FPL, all available warranties of Subcontractors for all materials and equipment manufactured or furnished or Work performed by them to the extent such warranties exceed the requirement of the warranties set forth in this Section 6.2. To the extent such warranties are in written form, originals identifying FPL as the warranty beneficiary shall be furnished to FPL. SILVERSPRING’s warranty shall he primary to any additional warranties furnished under this Section 6.2.5.

SILVERSPRING warrants that the written instructions regarding use of the Work shall conform to accepted engineering and operating practices as of the time such instructions are prepared. If any non-conformance to this warranty occurs or is discovered, SILVERSPRING shall furnish, at no cost to FPL, corrected instructions. In the event such non-conformance causes the Work to (i) be damaged or (ii) fail to meet applicable performance standards, SILVERSPRING shall effect Cure as specified in this Section 6.2.

Warranty of Equipment and Hosting. SILVERSPRING shall provide FPL with a warranty for the Equipment and Hosting as specified in Attachments B and C, respectively.

Exclusions. SILVERSPRING’s limited warranties in Sections 6.1, 6.2 and 6.3 shall not apply to any non-conformities which are the result of: (i) FPL customizations, enhancements or modifications of the System, (ii) use of the System with third party software, hardware or firmware not provided or authorized by SILVERSPRING, (iii) misuse or neglect of the System, or (iv) incorrect data, or data entry or output, as applicable, by FPL, a third party or third party software, hardware or firmware not provided or authorized by SILVERSPRING.

Indirect Damages. In no event will either Party be liable to the other for any LOSS OF REVENUE OR PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR indirect, special, incidental or consequential damages of any kind in connection with or arising out of the furnishing, performance or use of the System furnished under this Agreement., whether alleged as a breach of contract or tort (including negligence or strict product liability). Except as provided in Sections 8 and 11, in no event shall SILVERSPRING’s liability to FPL exceed the ***.

Disclaimer. THE EXPRESS LIMITED WARRANTIES CONTAINED IN THIS SECTION 6 AND IN THE APPLICABLE ATTACHMENTS ARE THE EXCLUSIVE WARRANTIES MADE BY SILVERSPRING TO FPL WITH RESPECT TO THE SYSTEM. SILVERSPRING MAKES NO OTHER WARRANTIES WHATSOEVER. SILVERSPRING HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS, CONDITIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WRITTEN OR ORAL, WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE ***

*** OR, EXCEPT AS PROVIDED IN SECTION 8, NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SILVERSPRING EXPRESSLY DISCLAIMS ANY REPRESENTATION, WARRANTY OR CONDITION TO ANY PERSON OTHER THAN FPL WITH RESPECT TO THE SYSTEM INCLUDING, BUT NOT LIMITED TO, FPL’S CUSTOMER. ALL REMEDIES ASSOCIATED WITH THE EXPRESS LIMITED WARRANTIES CONTAINED IN THIS SECTION 6 AND THE APPLICABLE ATTACHMENTS ARE FPL’S EXCLUSIVE REMEDIES. AND SILVERSPRING’S ENTIRE LIABILITY, FOR BREACH OF ANY SUCH WARRANTIES.

Limitation. No action arising out of any breach or claimed breach of this Agreement or transactions contemplated by this Agreement may be brought by either Party more than *** after the cause of action has accrued. For purposes of this Agreement, a cause of action will be deemed to have accrued when a Party knew or reasonably should have known of the breach or claimed breach.

OWNERSHIP

Warranty. SILVERSPRING represents and warrants that it owns the Smart Grid Technology and/or that it has an absolute right to allow FPL to use the Smart Grid Technology in accordance with the provisions of this Agreement. SILVERSPRING’s entire liability and FPL’s sole and exclusive remedy for breach of this warranty will be ***.

Intellectual Property (FPL). FPL shall retain and maintain all exclusive rights in connection with FPL Intellectual Property and FPL Interfaces. FPL shall retain ownership of any Confidential Information of FPL which is incorporated into SILVERSPRING Intellectual Property, ***.

Intellectual Property (SSN). SILVERSPRING shall retain and maintain all exclusive rights in connection with SILVERSPRING Intellectual Property. To the extent that any of SILVERSPRING Intellectual Property is embedded in any deliverables, reports, manuals or other documentation provided to FPL in connection with this Agreement, SILVERSPRING hereby grants to FPL a non-exclusive, perpetual, *** (except as provided in Section 4.2) license to use such SILVERSPRING Intellectual Property to the extent necessary to permit FPL to utilize System provided by SILVERSPRING in accordance with this Agreement solely for FPL’s own internal business purposes.

Ownership. Neither Party shall by virtue of this Agreement or the transactions contemplated by this Agreement be deemed to have conveyed any right, title or interest in or to any of such Party’s Intellectual Property, all of such rights are expressly reserved by such Party.

No Limitation. Nothing in this Agreement shall, or is intended to, limit either Party’s ability to develop or enhance its products and services in any manner whatsoever, including use of knowledge gained as a result of the performance by either Party of its obligations hereunder, provided that neither Party shall use or disclose the Confidential Information provided by the other Party.

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INDEMNIFICATION FOR INFRINGEMENT

Scope. SILVERSPRING shall, at its expense, defend, indemnify or settle any claim, action or allegation brought against FPL by an unrelated third party that the Smart Grid Technology, Documentation or Work, when used within the scope of this Agreement, infringes any U.S. patent, copyright, trade secret or other proprietary right and shall pay any final judgments or settlements. FPL may not settle or compromise such claim, action or allegation, except with the prior written consent of SILVERSPRING. Additionally, in the event any such infringement, claim, action or allegation is brought or threatened, SILVERSPRING will, at its sole expense: (a) procure for FPL the right to continue use of the System or infringing component; or (b) modify or amend the System or infringing component, provided that such modified System shall have substantially the same or comparable capabilities, or replace the System or infringing component with other components having substantially the same or comparable capabilities; ***.

Conditions. The foregoing indemnity shall not apply unless FPL (i) notifies SILVERSPRING promptly in writing of such claim, (ii) gives SILVERSPRING the exclusive authority required to defend such claim, and (iii) provides SILVERSPRING reasonable assistance in defending such claim, at SILVERSPRING’s expense. These obligations shall not apply to the extent the infringement arises as a result of modifications to the System made by any party other than SILVERSPRING, a duly authorized representative of SILVERSPRING or as authorized by SILVERSPRING in writing.

Entire Remedy. *** states SILVERSPRING’s entire liability and FPL’s sole and exclusive remedy with respect to infringement of any unrelated third party intellectual property rights or licenses granted under this Agreement.

CONFIDENTIAL INFORMATION

Scope. Each Party acknowledges that it may acquire information and material that is the other Party’s confidential, proprietary or trade secret information. The Parties’ respective obligations with respect to Confidential Information also extend to any third party’s confidential or proprietary information disclosed to one Party by the other Party in the course of performance of this Agreement. Confidential Information shall be identified in writing at the time of disclosure, or if not identified in writing, based on the circumstances surrounding disclosure, such information should reasonably be considered as confidential or proprietary. For purposes of this Agreement, “Confidential Information” shall also mean as it pertains to SILVERSPRING, its employees or Subcontractors access to FPL’s Intranet or computer related systems, all information, regardless of whether there is any identification or legend identifying such as “confidential” or “proprietary,” to the extent accessed by SILVERSPRING, its employees or Subcontractors on FPL’s Intranet or computer related systems, whether prepared by FPL, its parent, subsidiaries and any affiliated company or their respective officers, directors, agents and employees or otherwise, which includes, but not limited to: (a) all reports, analyses, notes or other information that are based on, contain or reflect any such Confidential Information; (b) existing or contemplated products, services, technology, designs, processes, formulas, algorithms, research, training materials, policies, procedures, standards or product developments of FPL, its affiliates or any customer or supplier of FPL thereof; (c) trade secrets of FPL or its affiliates; (d) business plans, sales or marketing methods, methods of doing business, customer lists, customer usages and/or requirements, supplier information of FPL or its affiliates thereof or any customer or supplier of FPL or its affiliates thereof; (e) any business, marketing, technical, or scientific information including, but not limited to, data records. training manuals, policies, procedures, standards of conduct, plans, specifications, business strategy documents, business events information, competitor lists, employee demographics, business organization design, values and mission statements, current projects, exit interview and call center content logs, compensation plans, key performance measures, and other proprietary documents, transmitted in any format, related to the business of FPL or its affiliates; (f) computer programs or software sources; (g) data records or data bases; (h) confidential or sensitive business information; (i) photographs; (j) plans, specifications, diagrams, documentation or other data related to the design or operation of equipment, systems or software; and (k) information, manuals, memoranda, notes, records, plots, sketches, reports, letters and materials, or copies thereof.

Use of Confidential Information. Each Party shall take all steps reasonably necessary to hold in trust and confidence the other Party’s Confidential Information. Each Party shall hold Confidential Information in strict confidence, not to disclose it to third parties or to use, reveal, report, publish, transfer or otherwise disclose to any person, corporation or other entity, any of the Confidential Information without the prior written consent of the other Party other than as permitted under this Agreement. Each Party will limit the disclosure of Confidential Information to employees, or directly related subcontractors with a need to know who: (i) have been advised of its confidential nature; and (ii) have acknowledged the express obligation to maintain such confidentiality. FPL and SILVERSPRING shall fully indemnify each other *** for any breach of the terms of this confidentiality obligation by its employees or third party subcontractors.

Exceptions. Notwithstanding the other provisions of this Agreement, information and material received by one Party from the other Party will not be considered to be Confidential Information if: (i) it has been published or is otherwise readily available to the public other than by a breach of this Agreement; (ii) it has been rightfully received by the receiving Party from a third Party without confidential limitations; (iii) it has been independently developed by the receiving Party by personnel having no access to the Confidential Information; or (iv) it was known to the receiving Party prior to its first receipt from the disclosing Party. If either Party is requested or required to disclose any Confidential Information of the other Party by order of a court, governmental entity, or by applicable law, including public disclosure law, the Party so ordered will provide prompt notice to the other Party so that such Party may obtain appropriate protective orders.

Injunctive Relief. In the event of actual or threatened breach of the provisions of this Section 9, the non-breaching Party will have no adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages or those damages are capable of quantification.

Notice. In the event either Party knows or should reasonably know that any third party has gained unauthorized access to the (i) Smart Grid Technology, (ii) Documentation, (iii) third party Software provided by SILVERSPRING, or (iv) other Confidential Information, the knowing Party shall immediately notify the other Party in writing of the full particulars of such access or disclosure.

Disclosure of Confidential Information. Each Party’s obligations of confidentiality contained in this Agreement shall survive the termination of this Agreement; provided, however, the Parties agree that each Parties trade secrets will remain in effect for as long as such information remains a trade secret. To the extent the scope of Work under the Agreement includes a disclosure of any FPL Customer, retiree or employee related personal information, such personal information shall be considered Confidential Information in accordance with this Section 9.0. In the event SILVERSPRING breaches its confidentiality obligations with respect to FPL’s personal information, SILVERSPRING must provide FPL written notice of any such breach promptly to include any and all such names of individuals whose personal information was breached. SILVERSPRING shall provide such written notice no later than *** calendar days from the date of the breach. For purposes of this Section 9.6, “personal information” includes, without limitation, any FPL customer, retiree or employee name accompanied by any of the following data elements that are not encrypted: (i) social security number, (ii) driver’s license number, and (iii) account, credit card number, debit card number (in combination with any required password that would permit access to the individual’s financial account). For purposes of this Section 9.6, “breach” means any unlawful and unauthorized acquisition of computerized data that materially compromises the security, confidentiality or integrity of personal information maintained by FPL.

No Public Announcements Without Consent. Neither Party will publicly release any information concerning this Agreement, or any part thereof, or make any public announcements except as may be required by law, to any third party, member of the public, press or official body, without the prior written consent of the other Party.

TERM, TERMINATION AND SUSPENSION

Term. This Agreement will take effect on the Effective Date and will remain in force for a period of *** years from the date hereof unless earlier terminated in accordance with the terms of this Agreement. Termination of this Agreement automatically terminates all Attachments but shall not terminate any right or remedy of a Party in effect on the date of termination.

Termination ***. Either Party may terminate this Agreement without termination charge or penalty for the material breach of any term by the other Party if a material breach remains uncured for *** days after receipt of written notice of such breach from the non-breaching Party. Such termination shall be in addition to any other remedies that may be available to the non-breaching Party.

Automatic Termination. This Agreement will terminate automatically, with no further action by either Party, (i) if either Party becomes insolvent or ceases business operations unless such Party immediately provides the other Party adequate assurance of the future performance of this Agreement, or (ii) if either Party commences bankruptcy proceedings, in which case the other Party may suspend all further performance without breach of this Agreement until the Party commencing bankruptcy proceedings either assumes this Agreement and provides adequate assurance of performance or rejects this Agreement under the Bankruptcy Code, with the Parties agreeing that this is an executory contract , or (iii) if either Party is liquidated or dissolved; or (iv) if FPL breaches any material obligation related to SILVERSPRING’s proprietary rights.

Suspension ***. FPL may, *** SILVERSPRING, suspend at any time the performance of all or any portion of the Work. SILVERSPRING shall resume performance of the Work when requested. In the event FPL suspends the Work, SILVERSPRING shall promptly advise FPL of the costs to be incurred from the planned suspension of the Work. Any reimbursement shall be limited to reasonable costs incurred by SILVERSPRING as a direct result of the suspension and shall be subject to verification.

Termination ***. FPL may, upon ***, terminate, without further obligation, duties. liabilities or losses, the whole or any part of any SOW issued under this Agreement ***. Such termination shall be effective in the manner specified in FPL’s written notice. Should FPL elect to terminate this Agreement pursuant to this Section 10.5, complete settlement of all claims of SILVERSPRING arising thereunder shall be made as follows:

FPL shall compensate SILVERSPRING only for those services approved in advance by FPL in writing after the effective date of termination under this Section 10.5;

In the event FPL exercises its right to terminate for convenience under this Section 10.5, unless otherwise specified in an SOW, FPL ***. SILVERSPRING shall take all reasonable actions to minimize any such costs incurred by reason of any termination of an SOW for convenience by FPL hereunder. SILVERSPRING shall continue to provide FPL with the annual maintenance

services (which includes upgrades, enhancements and new releases) until SILVERSPRING no longer supports the Smart Grid Technology provided under a SOW ***.

*** The Parties agree to cooperate in good faith to effect the purpose and intent of this Section 10.5.

Survival. Rights and obligations under this Agreement, which by their nature, should survive, will remain in effect after termination of this Agreement.

INDEMNIFICATION

Indemnity. SILVERSPRING agrees to protect, defend, indemnify and hold FPL Entities free and unharmed, ***, from and against any liabilities related to death, personal injury or tangible property damage resulting from or in connection with the performance of the Work by SILVERSPRING, its employees, Subcontractors or Subcontractor employees, whether or not such liabilities are ***.

Maximum Amount. ***, unless otherwise specified in herein, the limit of SILVERSPRING’s indemnity obligation *** per occurrence shall not exceed the sum of ***. If SILVERSPRING is insured for liability with limits in excess of ***, SILVERSPRING’s indemnity obligation *** shall extend up to but shall not exceed the ***.

Exclusion of ***. The limits of SILVERSPRING’s indemnity obligations *** shall not apply to or limit SILVERSPRING’s responsibility for *** under this Agreement. The selection of counsel by

SILVERSPRING or by its insurer to represent and defend FPL Entities shall be subject to the prior written approval of FPL.

Infringement Exclusion. The limits of SILVERSPRING’s indemnity obligation contained in *** shall not apply to SILVERSPRING’s indemnity obligations pursuant to ***.

INSURANCE

Insurance. SILVERSPRING shall procure and maintain at its expense, the following minimum insurance coverage, unless otherwise specified in the Agreement, covering all operations required to complete the Work. SILVERSPRING shall provide evidence of the following minimum insurance coverage by providing an ▇▇▇▇▇ or other Certificate of Insurance in forms and with insurance companies acceptable to the Risk Management Department of FPL, before any Work under the Agreement begins: (a) all insurance requirements required by law, including but not limited to, workers’ compensation insurance for statutory obligations imposed by workers’ compensation or occupational disease laws; (b) General Liability Insurance, with minimum limits of liability for Bodily Injury and Property Damage of ***. The coverage shall insure the performance of the contractual obligations assumed by SILVERSPRING under the Agreement. The Products/Completed Operations Liability coverage shall be provided for a period of at least one year after following the completion of the Work; and (c) Professional Liability, Errors and Omissions Coverage, with the minimum limits of liability, per occurrences, of ***.

Cancellation. Insurance specified herein shall not be canceled or materially changed without *** days advance Notice to FPL’s Risk Management Department.

Coverage Basis. In the event that any policy furnished by SILVERSPRING provides for coverage on a “claims made” basis, the retroactive date of the policy shall be the same as the effective date of the Agreement, or such other date, as to protect the interest of FPL, its parent, subsidiaries and any affiliated company of FPL, and their respective officers. directors, agents and employees. Furthermore, for all policies furnished on a “claims made” basis, SILVERSPRING’s providing of such coverage shall survive the termination of the Agreement and the expiration of any applicable warranty period, until the expiration of the maximum statuary period of limitations in the State of Florida for actions based in contract or in tort. If coverage is on an “occurrence” basis, such insurance shall be maintained by SILVERSPRING during the entire term of the Agreement.

No Release. Neither SILVERSPRING’s failure to provide evidence of minimum coverage of insurance following FPL’s request, nor FPL’s decision to not make such request, shall release SILVERSPRING from its obligation to maintain the minimum coverage provided for in this Section 12.

DISPUTE RESOLUTION

Prior to initiation of any arbitration or court action by either Party, any disputes under this Agreement must be submitted to non binding mediation to the American Arbitration Association (“AAA”), and be conducted under the rules of AAA for non-binding mediation of commercial disputes. Mediation will take place in Florida, unless both

Parties agree to an alternate location. All conduct and statements, whether oral or written, made in the course of the mediation by any of the Parties, their agents, employees, experts and attorneys, and by the mediator and any of the AAA employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding between the Parties, unless such evidence is otherwise admissible or discoverable. Neither Party may commence arbitration with respect to the matters submitted to mediation until after the completion of the initial mediation session, or *** days after the date of filing the written request for mediation, whichever occurs first. The provisions of this Section 13.1 may be enforced by any court of competent jurisdiction.

THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT THAT MAY EXIST TO HAVE A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON OR ARISING OUT OF, UNDER, OR IN ANY WAY CONNECTED WITH, THE AGREEMENT OR THE. PERFORMANCE OF THE WORK BY SILVERSPRING HEREUNDER.

Any action at law, suit in equity or other proceeding against any Party with respect to any term or provision of this Agreement or in connection with any of the transactions contemplated by this Agreement shall be brought and maintained in the federal courts of the Southern District of Florida. Each of the Parties hereby submits, to the fullest extent permitted by applicable law, to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding. The foregoing provisions of this Section 13.3 shall not be construed to limit the right of any Party hereto to serve any such writ, process or summons in any manner permitted by applicable law. Each Party further agrees that a final judgment or order in any such action, suit or proceeding may be enforced against such Party in any other jurisdiction by suit on such judgment or order or in such other manner as may be permitted by applicable law.

GENERAL PROVISIONS

Export Restrictions. FPL acknowledges that the laws and regulations of the United States restrict the export and re-export of Smart Grid Technology, including and Documentation. FPL shall not export directly or indirectly all or part of the Smart Grid Technology and Documentation, manuals and instructional materials, and any direct product derived from the Smart Grid Technology, such as computer models or simulations, to any country without the appropriate United States and/or foreign government licenses. FPL shall not export or re-export the Smart Grid Technology, Documentation, or any third party software provided by SILVERSPRING (including over the Internet) into any country subject to U.S. embargo.

Force Majeure. Neither Party shall be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control and without fault or negligence of the affected Party, including but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, hurricanes, accidents, strikes, labor disputes among its employees, fuel or energy supply disruption. The Party affected shall promptly provide written notice to the other Party indicating the nature, cause, date of commencement thereof, the anticipated extent of such delay and whether it is anticipated that any completion or delivery dates will be affected thereby, and shall exercise due diligence to mitigate the effect of the delay. In the event of any such delay, any applicable period of time for action by such Party may be deferred for a period

of time equal to the time of such delay, except a Party’s failure to make any payment when due under this Agreement.

Notices and Administration Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, , (c) sent by first class mail, or (d) sent by overnight air courier, and in each case properly posted and fully prepaid to the appropriate address set forth below. Notices will be considered to have been given at the time of (a) actual delivery in person, (c) ten (10) business days after deposit in the mail, or (d) three (3) days after delivery to an overnight air courier service. Either Party may change its address for notices by written notice to the other Party in accordance with this Section.

SILVERSPRING:

FPL:

Silver Spring Networks, Inc.

Florida Power & Light Company

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn.: Chief Executive Officer

Attn: Legal Department

Non-assignment/Binding Agreement. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either Party, in whole or in part without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Such consent shall not be required in the event of merger, acquisition, or consolidation of a Party. Subject to the foregoing, this Agreement will bind and benefit the Parties and their respective successors and assigns.

Entire Agreement. This Agreement, including any attachments, sets out the entire agreement between the Parties relative to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements or representations, oral or written. This Agreement may not be altered or modified, except by written amendment which expressly refers to this Agreement and which is duly executed by authorized representatives of both Parties.

Severability. Any provision of this Agreement held to be invalid under applicable law shall not render this Agreement invalid as a whole, and in such an event, such provision shall be interpreted so as to best accomplish the intent of the Parties within the limits of applicable law.

Waiver. The waiver or failure by a Party to exercise or enforce any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.

Applicable Law. This Agreement and its interpretation shall be governed by the laws of the State of Florida without regard to its choice of law provisions. Any action to enforce any rights under this Agreement shall be brought within the State of Florida. The Parties agree that the United Nations Convention on Contracts for the Sale of Goods is specifically excluded from any transactions under this Agreement.

Publicity. SILVERSPRING may include FPL name, logo and summary description of its use of the System in its published FPL list and SILVERSPRING web site., but will not use FPL’s name in any SILVERSPRING-related press release without FPL’s written consent.

Independent Contractor In connection with this Agreement, each Party is an independent contractor and as such will not have any authority to bind or commit the other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership or agency relationship between the Parties for any purpose. No employee, agent, representative or affiliate of SILVERSPRING has authority to bind SILVERSPRING to any oral representations or warranty concerning the System. Any written representation or warranty not expressly contained in this Agreement will not be enforceable.

Compliance with Laws. SILVERSPRING shall perform all Work in accordance with all applicable laws. If SILVERSPRING observes that any part of this Agreement is at variance with this Section 14.11 in any respect, it shall immediately notify the FPL designated representative in writing and any necessary changes shall be made by Change Form. If SILVERSPRING performs any Work contrary to applicable laws, SILVERSPRING shall assume full responsibility therefor and shall bear all costs attributable thereto, and SILVERSPRING shall, at its own expense, defend, indemnify and hold *** harmless, ***, from and against all liability, loss or damage *** assessed against or suffered by *** as a result of an allegation or claim of noncompliance by SILVERSPRING with this Section 14.11. *** If in the performance ***, SILVERSPRING determines, observes, or questions any part of the Work despite compliance with FPL-provided drawings, specifications, or designs, which may render the Work to be deficient, unsafe or not in compliance with applicable laws, SILVERSPRING shall promptly notify FPL for disposition.

Additional Terms. No terms, provisions or conditions of any purchase order, acknowledgment or other business form that either Party may use in connection with the acquisition or licensing of the Smart Grid Technology will have any effect on the rights, duties or obligations of the Parties under, or otherwise modify, this Agreement, regardless of any failure of the other Party to object to such terms, provisions or conditions without SILVERSPRING’s specific written approval.

No Third Party Beneficiaries. No third party is a beneficiary of any portion of this Agreement.

Silver Spring Networks, Inc.

Florida Power & Light Company

By:

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇

By:

/s/ ***

Name:

▇▇▇▇▇ ▇. ▇▇▇▇

Name:

***

Title:

Chief Executive Officer

Title:

***

Date:

August 1, 2007

Date:

August 1, 2007

The information contained within this document is proprietary to Florida Power and Light Company and is confidential. It may not be disclosed to any party outside its intended audience without the written permission of FPL. This document may not be reproduced, either by photocopy or electronically without the written permission of FPL. Every recipient of this document acknowledges, by retention and use, the confidential nature of the material contained herein, and agrees to prevent the distribution of this document, by intent or otherwise, beyond its intended audience.

Date

Author

Version

Change Reference

02/28/2007

03/06/2007

***

Statement of Work

Description of the SSN Project Team Roles

Description of the FPL Roles

Project Schedule

General Assumptions

•      Stage A:

UIQ setup, Integration and Hosting

Predecessors: None

Successors: Stages B, C, and D

•      Stage B:

Network and Meter Deployment

Predecessors: Stage A

Successors: Stage D

•      Stage C:

UIQ to IEE integration

Predecessors: Stage A

Successors: Stage D

•      Stage D:

Acceptance Testing

Predecessors: Stage A, B & C

Successors: Stage E & G

•      Stage E:

Hosted to Purchased Environment

Predecessors: Stage D

Successors: G

•      Stage F:

Product and Equipment Evaluation

Predecessors: None

Successors: None

•      Stage G:

Acquisition of *** additional modules

Predecessors: Stage D, and E

Successors: None

Stage scope

High level tasks to be included

Scope specific obligations

Task responsibility matrices

Expected performance criteria

Stage Acceptance Criteria

Installation of the application software at SSN and the configuration required to enable deployment of modules integrated into FPL accepted meters and operation of the network by SSN to communicate to modules and receive information in accordance with service level agreements

Creation of a quality assurance (QA) environment at FPL to host a test version of the UIQ application, associated, and at least one gateway. This will be used to complete pre-deployment testing and integration

Connections between SSN and FPL for purpose of connecting application and completing appropriate data transfers

Integration of inventory shipment receipt files to UIQ (modules in network)

Integration of UIQ from CIS (modules deployed) to support the UIQ endpoint acquisition process

Coding for interfaces to UIQ to the specifications of the APIs provided by SSN

Testing and acceptance of interfaces

Provisioning of servers to host the application and databases to support deployment

Creating UIQ network operations group to support deployment

Implementing reports and reporting mechanisms to allow for the tracking of metrics outlined in Appendix B

Upgrading application to receive any version upgrades, releases, patches, code fixes, etc. to maintain or enhance operations of the platform. FPL will approve any and all upgrades to the environment once it is being used as an operational platform to support the deployed network

FPL will use combinations of internal EAI architecture and point to point interfaces to complete the integration with UIQ.

For events labeled A, B, C & D in the diagram above, FPL has defined XML events to be used by SSN. SSN will he required to conform to the format or provide appropriate translation services to accommodate event integration.

For event x) Inventory Load, SSN will be required to utilize standard batch meter files provided from the meter manufacturer which will hold meter information as well as the relationship from the meter to module as outlined in Attachment B-1-A unless a separate arrangement or agreement is made for meter manufacturer to supply information directly to SSN.

A hosting environment will be created at SSN which will have appropriate resources (CPU, database, servers, etc.) to operate the required network components and include appropriate redundancy to handle failover and disaster recovery (see Attachment C - Hosting Services Terms).

Integration activity that requires coding as a result of data either from FPL to SSN or SSN to FPL will follow traditional SDLC lifecycle steps which will include requirements gathering, design, coding, testing, and implementation. Each step will have appropriate approvals from both parties.

Deployment integration, from and to FPL, will utilize file formats and processes already utilized by FPL. Changes are planned to modify certain UTC codes in the process but no file format changes are expected for events labeled G & H.

Connectivity provided between FPL and SSN will be sized appropriately to support peak coincident requirements of data transferred for all aspects of project including: deployment file transfers, inventory file transfers, configuration exchange, and AMI data exchange.

Connectivity provided between FPL and SSN will adhere to FPL security policies and procedures as outlined in Attachment D.

Activity

RESPONSIBLE PARTY

***

***

Comments

Connection from FPL to SSN

Throughput requirements analysis

Provider selection

Installation / Connection at SSN

Installation / Connection at FPL

Application Set Up & Hosting

Provide Servers to host environment

Install Application

Provide access to FPL personnel

Train FPL personnel

Hosting of production environment

Application version upgrades and fixes

Complete stress testing of environment

Application Integration

Integration of Inventory file to UIQ

Integration of UIQ from CIS for meter installation

Integration of deployment file to FPL’s CIS

Integration of deployment file from FPL’s CIS

Reports to measure read rates

The delivery of the installation deployment file to FPL is to be a scheduled process where the file is delivered 7 days a week within the appropriate window.

The file is to always contain a header and footer record even if there are no records to process.

The delivery of the installation deployment file to FPL is to be a scheduled process where the file is provided to FPL by 11:59 pm eastern standard time and no earlier than 10:00 pm eastern standard time.

Appropriate headers and footers are to be included on the files to describe the date, time and number of records in the file. If there are no installation records in the file the will include only headers and footer.

Files are to be delivered every day of the week.

The inventory file with the file format as outlined in Attachment B-1-A will be delivered from FPL as shipments are accepted according to our meter sampling processes outlined in Attachment B-1-B.

The inventory file is to be processed and confirmation or rejection provided to FPL within 24 hours of receipt of file.

Events passed to UIQ via the EAI bus structure will be applied to UIQ within 1 minute of delivery.

Failures of UIQ event processing will be tracked and reported to SSN resources for resolution.

Reports are to be available within *** of the completion of the process on which the report references. Reports or system tools are to be available to track criteria as outlined in Appendix B.

Meter manufacturer form integration

Meter ordering/manufacturing

Module manufacturing

Meter quality testing acceptance at manufacturer

Meter deployment vendor assessment, selection and oversight

Network deployment vendor assessment, selection and oversight

Network planning

Network installation design and approval

Meter shipment acceptance at FPL (acceptance testing)

Meter shipment supply chain management

Deployment planning

Deployment site setup

Meter inventory tracking

Emergency repairs required during deployment

Supplies inventory (consumables; seals, lock rings, jiffy locks, etc.)

Backhaul connectivity for gateways

Installation of Meters

Communication testing of meters at install using field service unit

Endpoint provisioning in UIQ

Deployment of Network (routers and gateways)

Post installation network maintenance

Optimization of network

Pre-deployment acceptance testing

Pre-deployment testing of meters and *** endpoint acceptance testing as described in the stage acceptance testing section

SSN will use FPL approved contractors for meter deployment, network deployment, and electrical repairs. The approved list of FPL contractors is provided in Appendix C.

SSN will act as primary contractor for deployment and be responsible for all aspects of planning, training, management, oversight, hiring, assessing, controlling, reviewing, purchasing, and interfacing with 3^rd party installation vendors to complete the deployment and maintenance of the networks and the deployment of the meters with integrated modules.

FPL will provide facilities to stage deployment activities.

SSN will complete NESC Extreme Wind Loading testing for all equipment to be attached to poles.

FPL will provide access to approved SSN and SSN contracted personnel at the site.

FPL will provide badges for approved SSN and SSN contracted personnel.

SSN will provide vehicle identification for contracted personnel in the field.

SSN will provide installation vendors appropriate connectivity (e.g. DSL) to vendor hosted and or FPL systems required for data interfaces.

FPL will work jointly with SSN to evaluate options for gateway and relay placement.

SSN will adhere to FPL standard operating procedures for the attachment of devices to FPL poles

as outlined in Attachment B-2.

FPL will have review authority and final approval on all plans which involve installing devices on poles and in substations as well as any meter at a customer premise.

SSN must submit requests for approval from FPL to move, change or alter infrastructure devices after they are installed in the field.

Deployment will include approximately *** endpoints in an area to be determined by FPL.

Deployment will include installation of SSN integrated meter at premises which currently have meter form 2S, 1S and 12S, non-demand, single phase meters (FPL meter symbols ▇▇, ▇▇, ▇▇, ▇▇, ▇▇, ▇▇, ▇▇, ▇▇, ▇▇▇ ▇▇.)

SSN will provide approved FPL meters with integrated SSN NIC chipset (endpoint) for the deployment as identified in Attachment B.

FPL will complete meter shipment testing at MTC per test procedures in Attachment B-1-B.

SSN will provide adequate sparing stock of meters with integrated NIC chips to address failures that occur upon installation or occur during the period from deployment to acceptance (which are included within the total *** endpoints referenced above).

Meter failures will be tested at the MTC and if a meter/module issue is encountered a Unsatisfactory Product Report (UPR) will be generated and the meter will be returned to the meter manufacturer

SSN will be responsible for the reimbursement to FPL for consumables used to support the deployment (see Attachment B-1-C for list of estimated consumables required to support deployment). Inventory tracking of consumables will be the responsibility of SSN with review and approval by FPL.

FPL will use its current supply chain to purchase consumables at FPL pricing and will be reimbursed by SSN for quantities used during the deployment.

Pre-deployment testing of data retrieved from the meter will occur in a lab environment at FPL with at least one gateway installed.

Deployment will progress in a staged manner in order for specific tests to be conducted by FPL. This will require a certain number of meters to be deployed along with the associated network to establish connectivity and then will include a pause in the deployment. FPL will provide specific criteria to be tested at each stage as outlined in the section “Acceptance Criteria”. Failure to meet acceptance criteria may delay deployment until proper investigation can occur and mitigating steps taken to resolve issues in order to not propagate issues into a larger deployment. Failure to meet acceptance criteria may result in a halt in the project. Proposed stage amounts and associated tests are:

*** endpoints - testing of read capability, interval aggregation, tamper flag correlation and outage notification;

~*** endpoints - system redundancy with gateway failure, time tests to “reconfigure” and acquire a path to a backhaul point

SSN will provide the installation vendor with the field service unit (FSU) to test the communication of the NIC installed in the meter at time of meter deployment/installation at premises.

SSN will be responsible for returning meters that fail at the time of the installation to FPL (with UPR sticker).

In the event of a required delay in the deployment plan to investigate and/or implement mitigation tasks, SSN will be responsible for managing deployment resources during the idle period. FPL Suspension for Convenience shall be addressed in accordance with the MSA.

Repairs required during the deployment to provide for a completed, safe installation will be the responsibility of SSN. All costs associated to the repair work, management of electrical vendors, and coordination with customers required to complete the repairs will be the responsibility of SSN. FPL will work with SSN to define processes and procedures to minimize the amount of repairs required and how to identify conditions that require attention. Conditions requiring

repair include but are not limited to: discoloration of the meter terminals(to be described in materials to be compiled by FPL and SSN for training), melting or damage to the meter base, discoloration of the meter current coils inside the meter, arcing on the meter terminals where contact is made to the socket jaw, discoloration of the socket jaws, melting of conductor insulation, and obvious differences in the gap between the two sides of a jaw as compared to the other jaws.

SSN will be responsible for coordinating with local electrical contractors to make emergency repairs to meter cans that can not be safely installed or made safe through the act of installation.

SSN will be responsible for the deployment of the network infrastructure required to operate the network.

SSN will be responsible for the coordination and installation of the backhaul required to each gateway device.

FPL will be responsible for all costs associated with the installation of the backhaul and ongoing fees related to monthly expenses for the required backhaul services from the gateways.

SSN will use an FPL approved contractor as listed in Appendix C for the deployment of the network.

SSN will adhere to FPL’s standard operating procedures for attaching equipment to our infrastructure. Designs for attaching devices will be submitted by SSN for approval prior to attaching any devices.

SSN will provide all components required to install gateway and relay devices (e.g. mounting straps, mounting hardware, power taps) for each specific installation.

SSN will be responsible for pre-deployment customer communication in the form of a letter or postcard prior to the meter change event.

Customer communication verbiage is to be approved by FPL.

SSN will be responsible for customer communication mediums required to support the deployment. Specifically, door hangers required when the meter can not be safely accessed or to notify of or schedule repairs.

SSN will be responsible for working with meter manufacturer and FPL to implement a process to ▇▇▇▇ meter pallets with bar codes to indicate meter serial number range and quantity.

SSN will be responsible for conducting deployment to minimize the “unable to complete” conditions. Reasonable effort should be made in at least 3 attempts to deploy a meter at a premise. After 3 attempts are made the premise record may be passed back to FPL for processing.

Detail test plans will be created prior to testing stages. Acceptance criteria may be changed through the course of detail planning with the approval from both parties.

Meter flags to be collected through the system include all flags available in the current meter 2S meter form of the 1210+; Metering Problem, Reverse Energy Flow, Service Error, DC Detection, Meter Inversion, Sag and Swell Counts, and Power Fail Count.

IEEE reliability indices in the meter relating to sags and swell event capture are to be set to detect at 80% of nominal voltage for 1 cycle for sags and 120% of nominal voltage for swells.

SSN will provide 1 (one) field service unit to FPL for the purpose of testing meters with integrated NIC card for instances where meters are removed for various reasons by FPL personnel after the initial deployment. Removed meters are tested at MTC to determine if the communication and/or meter have failed. If a failure is determined an unsatisfactory product report is generated and the meter/ module is sent back to the manufacturer for processing under warranties outlined.

Certain data collection situations may arise during deployment where building construction, location or other physical challenges attenuates wireless signals. FPL and SSN agree to collectively resolve these unique situations with building owners, municipalities and other stakeholders to enable practical meter reading solutions, such as installing external antennae or additional relays.

Approved contractors need to adhere to FPL safe and secure polices as outlined in the MSA.

Safety; including driver safety

Quality

Installation Processes

Data Collection

Handheld Operations

Inventory Management

Customer Service

Current Diversion Identification (to be provided by FPL)

Attempt to contact each customer at the time of installation. If unable to directly advise the customer, a door hanger will be left at the premise advising the customer of the installation.

Ensure service is not interrupted without customer notice on accounts with medically essential equipment (identified on deployment file). If the customer cannot be directly advised, alternate arrangements (e.g., appointment) will be made with the customer.

Assess overhead / underground feed to the meter for damage and suitability of installation.

Assess the meter enclosure and lid for damage and suitability of installation.

Remove the existing meter seal, seal ring and meter enclosure lid

Visually examine the meter enclosure and meter jaws for damage and suitability of installation.

Refer any damaged meter enclosures or facilities that preclude safe and complete installation to their Field Supervisor for documentation and to initiate repairs.

Re-examine the meter enclosure and meter jaws for damage and suitability of installation,

Identify and report current diversion condition found. The installer will notify their Field Supervisor of such conditions for digital imaging of the condition and labeling of the meter.

Remove the existing meter and capture removal reading. All readings that fail high/low validations will require that the meter be re-read and the reading be re-entered in the handheld.

Capture new meter and module data from device bar codes. Meters whose meter-module serial. number combinations fail validation against the meter-module relationship table provided by FPL will not be installed. These meters will be tagged separately and returned to FPL for investigation / correction.

Install new meter and capture set reading.

New meters will be set as the existing meter was found (e.g., on, off) and their installed disposition communicated via the installation file.

Verification will be performed to insure the meter and communication module are working as intended.

New meters set “off” will have the load-side meter blades booted and the meter set so the line-side blades are energized.

New meters set “off” in high theft areas identified by FPL will be locked with appropriate locking device

Specific installation processes for non-standard meter sets or non standard meter can configurations will be jointly developed.

Replace meter enclosure lid and seal ring

Re-seal the meter enclosure lid and seal ring with a new seal and or locking device where appropriate.

Clean up work site.

Tools and equipment necessary for the installation (FPL will sign out Revenue Protection tools to Installers.)

Handhelds and reports for data capture at meter installation including communication testing

PPE - personal protection equipment

Computers and peripheral equipment for contractor work site

Installer uniforms

Personnel identification (FPL Badges will be provided)

Meter installation vehicles

Cell phones and service as required

Vehicle signage for identification

Daily Extract File - To Installation Vendor

FIELD NAME

FORMAT

COMMENTS

Premise Number

***

District

Service Point Number

Cycle Day

Route

Read Sequence

***

House / Building Number

Directional

***

Street Name

Directional Suffix

***

Street Suffix

***

Apt / Unit Number

City

State

Zip Code

Customer Name

Customer Middle Name

Customer Last Name

▇▇▇▇ Account Phone

Other Phone

Medical Equipment

***

Hazard Code

***

Hazard Text

Meter Rdg Instructions

Meter Location Code

***

Customer Key Number

Prior Current Diversion

***

Meter Symbol

***

Meter Number

Meter Status

***

C/D Switch Flag

***

Unused Flag

Dwelling Type

***

Last Read

Last Read Date

Read Source

***

Average Daily Usage

***

Activity

RESPONSIBLE PARTY

***

***

Comments

Deployment Planning

Area Selection

Deployment Planning (when, where, how many)

For *** endpoints

Meter Supply Chain

Meter vendor selection

Meter form integration

Meter form acceptance

***

Module ordering and manufacturing

Meter ordering and manufacturing

Meter and module integration

Quality assurance and testing

Meter delivery / supply chain

Meter inventory file formats

Meter shipment acceptance at MTC

Device Supply Chain

Device manufacturer selection

Device quality assurance

Device acceptance testing

***

Device delivery / supply chain

Device setup and provisioning

Network Deployment

Installation vendor selection

Installation training

Installation planning

Resource management

Installation

Backhaul communication Setup in Subs

Device inventory management

Device maintenance / field investigation

Optimization of network (adding or moving devices)

Device asset inventory management

Device failure and issue tracking

Meter Deployment

Installation vendor selection

Installation training

Installation planning

Resource management

Meter can repair process definition

Installation

Repairing unsafe meter can conditions

Repair tracking

Meter inventory control

I

L

***

Meter testing and disposal

L

I

Requires ***

Consumable use and inventory Tracking

P

L

Processing “unable to complete” (UTC) orders

L

I

Orders that cannot be deployed after ***

Administer QA Program

I

L

Administer Safety Program

I

L

Weekly Performance Reporting

P

L

Site Set Up

Acquiring staging site

L

P

Providing access to personnel

L

P

Ordering and purchasing consumables

L

P

Site connectivity for data transfers

A

L

Deployment Application integration setup

A

L

***

Stage Acceptance Testing

*** Endpoint Test Plan Creation

L

P

*** Endpoint testing

L

I

The network is to operate in such a manner to meet or exceed service level criteria as described in Appendix B.

Pre-deployment Testing - Prior to deployment of metering in the field the following will be evaluated (test plans assume a lab test site is used with an operational gateway in place):

Data Validation

Daily read data - The data collected over the network will be compared to FPL data collected from visual inspection. Acceptance will be to insure the data is within and acceptable variance.

Interval Read Data - Interval read data will be aggregated and compared to read data collected. Aggregated interval data must equal the difference in read data for the period evaluated.

Tamper flags - Tamper conditions will be created within the lab and flags delivered through the network will be compared to the conditions created.

Functional Validation

Read Rate Validation - Read rates will be evaluated based on infrastructure to understand expected read rate vs. delivered.

Outage notification - Single outage conditions will be created within the lab and the network will be monitored to evaluate capabilities of the system.

Gateway Failure and Restore - The gateway will be taken off line for a period of time and then restarted. Time to restart will be evaluated and then time to collect data measured and evaluated. Data will be evaluated to insure no gaps were encountered during the gateway outage period from the endpoints in the lab.

*** endpoints - At completion of the *** endpoint deployment and associated network optimization the following will be evaluated (test plans assume multiple gateways deployed):

Data Validation

Daily read data - The data collected over the network will be compared to FPL data collected via field personnel. Acceptance will be to insure the data is within and acceptable variance.

Interval Read Data - Interval read data will be aggregated and compared to read data collected. Aggregated interval data must equal the difference in read data for the period evaluated.

Tamper flags - Tamper conditions will be created within the deployment and flags delivered through the network will be compared to what was created in the

field.

Functional Validation

Read Rate Validation - Read rates will be evaluated based on infrastructure to understand expected read rate vs. delivered.

Outage notification - A multiple outage condition will be created within the deployment and the network will be monitored to evaluate capabilities of the system. The outage scenario include up to a lateral outage scenario as described in Appendix B.

Gateway Failure and Network Failover - A gateway will be taken off line for a period of time to test the ability of the network to heal and for endpoints to obtain connectivity with an alternate gateway. Time for endpoints will be measured to obtain new gateway connection for all endpoint impacted. Data provided from impacted endpoints will also be evaluated for completeness. Additionally, all routing tables in endpoints will be cleared to test the time for a network of *** endpoints to optimize routing paths and become active on the network to deliver data.

All endpoints designated to receive SSN metering devices have been deployed or attempted to have been deployed according to the UTC procedures and policies,

Outstanding UTC work is less than *** premises (*** of total selected for deployment),

Outstanding emergency repair work in progress is less than *** premises and associated work to complete emergency repairs is scheduled, and

Optimization including the placement of gateways and relays has been completed according to SSN to allow the network to achieve stated data delivery requirements.

Integration of UIQ to a meter data warehouse TEE to supply data collected from the network,

Coding for interfaces from UIQ to the specifications provided by FPL,

Loading of data accumulated prior to acceptance or completion of the interface

FPL will use combinations of internal EAI architecture and point to point interfaces to complete the integration with UIQ.

For events S1, S2, and S3, SSN will be required to utilize already defined XML formats currently used. FPL will provide the format and structure required to conform.

All data collected is expected to be transferred to FPL per SLA as defined in Appendix B.

Collection data integration will be scheduled to be completed after the testing and acceptance of the *** endpoint deployment. Data values will be validated at this point and it will be acceptable to load to IEE.

All data collected via UIQ should be loaded to TEE. Data collected prior to the interface completion will need to be stored and loaded to IEE once the interface has been completed.

Activity

Comments

Daily Read Delivery Integration

Provide formats and requirements

Design output formats

Code output formats

Test output formats

Design interface schedules

Implement output formats and schedules

Load accumulated data to IEE

Interval Read Delivery Integration

Provide formats and requirements

Design output formats

Code output formats

Test output formats

Design interface schedules

Implement output formats

Load accumulated data to IEE

Tamper Flag Delivery Integration

Provide formats and requirements

Design output formats

Code output formats

Test output formats

Design interface schedules

Implement output formats

Load accumulated data to IEE

***

***

***

***

Evaluating reliability of data delivered over the network

Evaluating validity of data delivered over the network

Evaluating network and system capability to deliver data are required

Evaluation of functional capabilities of network to support real time reads, tamper detection, and outage detection

Evaluation of application performance

Evaluation of network healing and failover capabilities

Stress testing simulation exercise to achieve agreed upon performance and throughput

Criteria will be monitored and tracked for the duration of the project. The period to start measurement against the acceptance criteria (Appendix B) will start no later than 30 days after deployment has been completed per endpoint installation deployment criteria outlined in stage B.

Criteria to signal deployment completion will be agreed upon by both SSN and FPL.

Optimization must be completed by SSN within 30 days of deployment completion.

At completion of optimization any mitigation actions, network changes, device changes, application changes, or any other change that would affect the performance of the network must be formally requested to FPL by SSN and approved by FPL.

FPL will track all metrics concerning the daily operations of the environment.

Metrics tracked will be shared with SSN on a weekly basis.

FPL and SSN will work together to build a comprehensive test plan for acceptance.

Specific testing criteria will occur according to test scenario outlined in Appendix B.

Testing to meet acceptance criteria will occur after optimization has been completed.

Test results for specific scenarios will be shared with SSN at test completion.

SSN will be responsible for tracking CPU performance for duration of acceptance and provide weekly reporting to FPL.

FPL will coordinate with SSN to schedule specific tests. As requested by FPL SSN will capture specific application performance criteria encountered during tests as requested by FPL.