RECITALS. B. The System includes devices attached to home appliances that limit electricity use at the Residence.

DEMAND MANAGEMENT RESEARCH AGREEMENT This DEMAND MANAGEMENT RESEARCH AGREEMENT ( Agreement ) is effective by selecting the I have read and accepted the agreement box as part of the prequalification questionnaire (the Effective Date ), by and between SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an agricultural improvement district, organized and existing under the laws of the State of Arizona ( SRP ) and the customer ( Customer ). RECITALS A. Customer is the owner of the residence (the Residence ), on which Customer will have the Demand Management System defined in Exhibit A attached hereto (the System ) installed. B. The System includes devices attached to home appliances that limit electricity use at the Residence. C. SRP, with the participation of certain customers, has commenced, or will commence, a study of matters related to the integration and operation of the System into customers residences (the Study ). The Study will be limited to 200 customers. AGREEMENT In consideration of the foregoing, the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and SRP agree as follows: 1. Term of Agreement. The term of this Agreement (the Term ) will commence on the Effective Date and will expire on or about October 1, 2018, unless sooner terminated in accordance with this Agreement. SRP may, in its sole and absolute discretion, terminate this Agreement at any time upon written notice to Customer. 2. Inspection; Installation of the System. 2.1. Inspection Contingency. As soon as reasonably practicable following the Effective Date, SRP will select and engage a contractor licensed in the State of Arizona for performance of the Installation Work (as defined in Section 2.2 below) ( Installer ) to inspect the Residence to evaluate the suitability thereof for the installation of the System. If, following such inspection (the Inspection ), SRP determines, in its sole discretion, that the Residence is unsuitable for such purposes, SRP may terminate this Agreement by delivering written notice to Customer. Upon such termination, neither SRP nor Customer will have any further rights or obligations under this Agreement. In commissioning, reviewing, approving or disapproving the Inspection, SRP assumes no responsibility for identifying, or advising Customer with respect to, any defects or deficiencies in the Customer s Residence. 2.2. Installation Work. Unless SRP terminates this Agreement under Section 2.1 above, as soon as reasonably practicable following the Inspection, SRP will, at its sole expense, cause Installer to install the System at the Customer residence. DEMAND MANAGEMENT RESEARCH AGREEMENT 1

2.3. Equipment. Customer agrees that participation in the Program requires the installation of load controllers, a Smart Thermostat and obtaining HVAC system and appliance measurements by SRP or its designated Installer. The Smart Thermostat and load controllers must remain installed and operational at the Customer s residence throughout the term of the Study. 2.4. Thermostat Replacement. Customer agrees to retain their original thermostat that was replaced by SRP s Smart Thermostat. The Customer agrees to provide their original thermostat to SRP for reinstallation at SRP s expense upon termination of the Study. 2.5. Customer acknowledges and agrees that participation in the Study requires the Customer s HVAC system and appliances to be in an acceptable operating condition. In the event SRP determines repairs to the HVAC system or appliances are required for proper operation of the System, the Customer may choose to have the HVAC system or appliances repaired at the Customer s expense or withdraw from the Study. 2.6. Customer agrees that access to the Gridstream Home Energy Manager (HEM) web portal requires a computer with internet access which is the responsibility of the Customer. Access to the ios and/or Android mobile application requires a Customer-provided ios and/or Android smart phone or tablet and corresponding mobile service. 2.7. Payment and Scheduling. SRP will pay for the Inspection and all Installation Work, including the costs of all permits, licenses, approvals, and inspections, if any, required for the Installation Work. SRP will coordinate, or cause Installer to coordinate, with Customer to schedule commencement and performance of the Inspection and Installation Work. 2.8. Customer Consent. Customer consents to the Inspection and the Installation Work, and agrees to allow SRP and Installer to enter and access the Residence (including, without limitation, the roof, attic, and electrical SES thereof) as may be reasonably necessary for the performance of the Inspection and Installation Work. 2.9. Termination of the Study. Upon termination of the Study or Customer s withdrawal from the Study, Customer agrees to the following: A. Notify SRP of changes in ownership of the home by email or by telephone within five (5) business days of vacating the premise. B. At SRP s discretion, SRP will provide the Customer one (1) of the following options: i. Provide Customer the System equipment and access to the Gridstream HEM account. However, features of the Demand Management software may be removed from the Gridstream HEM. ii. The Customer will work with SRP or its designated Installer to schedule removal of SRP installed System and reinstallation of the Customer s original thermostat, at SRP s expense, within 10 days of the notice of termination or withdrawl. Only SRP or its designated Installer shall perform equipment removal and installation. DEMAND MANAGEMENT RESEARCH AGREEMENT 2

3. Price Plan, Data, Use of the System, Billing and Incentives. 3.1. SRP Price Plan. Customer agrees to be billed on SRP s E-27 (Customer generations price plan) or E-27P (Residential demand price plan). 3.2. Demand Management Settings. At all times during the Term, Customer will have the sole right to determine, control, and modify all Customer-defined settings and controls of the System installed at the Residence. 3.3. Collection and Use of Data. The Study requires that SRP measure and monitor the behavior of the System and obtain high-resolution electrical and solar data (the Data ). Customer agrees to SRP s collection of the Data, the sharing of Data with third party providers and the use and publication of the Data by SRP and third party providers, provided that in any such publication, the Data shall be aggregated with data from other SRP customers or otherwise anonymized. 3.4. Incentive for Participation. In consideration of Customer s participation in the Study, SRP will provide an incentive of $50 upon installation of the System. All incentives will be paid via a credit on the customer s bill. The credit will post on the Customer s bill within two billing cycles. 3.5 Protection Against Equipment Failure. In the event of an increased on-peak demand (kw) read due to equipment failure, SRP will disregard demand reads during the days in question and charge the customer based on reads when the equipment was performing as designed. 4. Access; Maintenance and Repair. 4.1. Access to the System. Throughout the Term, Customer will allow SRP and its agents, employees, and contractors, including, without limitation, Installer (collectively, the SRP Representatives ) to access the System, and the roof and attic of the Residence, for purposes of this Agreement and for the inspection, maintenance, and repair of the System. Except in the event of an emergency requiring immediate access or where prior notice is otherwise impracticable, SRP will provide Customer with notice prior to exercising its access rights under this Section 4.1. For E-27 (Customer generation price plan) Customers, nothing contained in this Agreement will limit or otherwise modify SRP s access and inspection rights, or any of SRP s other rights and remedies, under the Distribution Interconnection Agreement for Class I Inverter Based Generators executed by Customer and SRP with respect to the solar system (the Interconnection Agreement ). 4.2. SRP s Obligations. During the Term, SRP will, at SRP s expense, perform or cause to be performed all maintenance, repair, and replacement of the System necessary to keep the same in good condition and repair. SRP will perform routine inspections and maintenance work at times of the day reasonably acceptable to Customer and during SRP s normal working hours. SRP will perform the services described in this Section 4.2 (the SRP Services ) in a safe and workmanlike manner, and will exercise reasonable care to protect Customer s property from loss or damage. SRP may perform all or any of the SRP Services through a contractor licensed in the State of Arizona. DEMAND MANAGEMENT RESEARCH AGREEMENT 3

4.3. Alterations. During the Term, Customer may not, without SRP s prior written consent, in SRP s sole discretion: (a) remove any part of the System; (b) make any physical alterations, adjustments, repairs, or replacement of, or attach any equipment or facilities to, the System. If SRP consents to any such actions by Customer, SRP and Customer will reasonably cooperate with one another to minimize the impact of such actions on the System and the collection of the Data. 5. Ownership of the System; Warranty. 5.1. Ownership. SRP will own the System during the Term. Upon the expiration of the Term or, except as set forth below, SRP s earlier termination of this Agreement, SRP may convey ownership of the System equipment, thermostat(s) and load controller(s) to Customer. Decision to convey ownership of the System equipment will be determined by SRP at the end of term. Should SRP convey ownership of the System equipment to Customer, SRP will not charge Customer for such transfer of ownership of the System equipment. Notwithstanding anything to the contrary contained in this Agreement, SRP will have no obligation to convey ownership of the System if SRP terminates this Agreement under Section 7 or Section 13 below. From and after the expiration or sooner termination date of the Term, unless SRP removes the System under Section 7 or Section 13, Customer will be solely responsible, at its expense, for the maintenance, control, repair, removal, and replacement of the System, subject to the Manufacturer s Warranty (as hereinafter defined), and SRP will have no responsibility with respect to any of the foregoing. 5.2. Manufacturer s Warranty. SRP will cause the manufacturer of the System to warrant the System against defect or component breakdown for the Term (the Manufacturer s Warranty ). If, during the Term, any defect or breakdown of the System covered by the Manufacturer s Warranty occurs, SRP will work with the manufacturer to cause the completion of the warranty work. To the extent necessary, Customer will cooperate with SRP so that the warranty work can be completed. SRP will, in the Bill of Sale, assign to Customer the Manufacturer s Warranty. After the date on which the Term expires or terminates, Customer s sole remedy for any losses or damages resulting from or in connection with any defect in, or failure or malfunction of, the System shall be against the manufacturer. 5.3. Disclaimer of Warranties. SRP does not guarantee the continued or uninterrupted operation of the System and makes no representations or warranties concerning any financial or other benefits of the System. CUSTOMER ACKNOWLEDGES THAT OTHER THAN ANY WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SRP DOES NOT MAKE ANY WARRANTIES OR GUARANTIES OF ANY KIND, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY CUSTOM, TRADE USAGE, PROMISE, EXAMPLE OR DESCRIPTION, WITH RESPECT TO THE SYSTEM, ALL OF WHICH WARRANTIES AND GUARANTIES ARE EXPRESSLY DISCLAIMED. 6. Liability and Damages; Disclaimer. To the fullest extent permitted by law and notwithstanding any other provision of this Agreement to the contrary, neither party nor their respective officers, managers, directors, agents, employees, parent, subsidiaries or affiliates or their officers, managers, directors, agents or employees, if any, shall be liable to the other party or its parent, subsidiaries, affiliates, officers, managers, directors, agents, employees, successors or assigns, or their respective insurers for any incidental, consequential, punitive or other special damages (including, without limitation, loss of use or increased utility costs) arising out of or in DEMAND MANAGEMENT RESEARCH AGREEMENT 4

connection with this Agreement, irrespective of whether such claims are based upon breach of warranty, tort (including negligence, whether of Customer, SRP or others), strict liability, contracts, operation of law or otherwise, and whether or not such party has been advised of the possibility thereof. 7. Default; Remedies. With respect to each party, an Event of Default will be deemed to have occurred if that party defaults in the performance of any of the covenants, agreements, terms or conditions of this Agreement on its part to be performed, and such default is not cured within thirty (30) days after notice of such default is given by the non-defaulting party, or such longer period as may be necessary provided the defaulting party has commenced curing within such initial thirty (30) day period and diligently pursues such curing to completion. Upon an Event of Default by Customer, SRP may, at its election, terminate this Agreement and, at Customer s cost and without liability to SRP or further notice to Customer, remove and retake possession of the System. Defaults under the Interconnection Agreement shall be governed by the terms of the Interconnection Agreement. 8. Publicity. SRP may publicize the fact that SRP and certain of its customers are participating in the Study; however, SRP may not publicize Customer s name or address. 9. Uncontrollable Forces. Neither party will be considered to be in default in the performance of any of its obligations under this Agreement (other than obligations of such party to pay costs and expenses) when a failure of performance is due to an uncontrollable force. The term uncontrollable force means any cause beyond the reasonable control of the party affected, including but not restricted to failure or threat of failure of facilities, flood, earthquake, tornado, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, terrorism, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and action or non-action by or failure to obtain the necessary authorizations or approvals from any governmental agency or authority, which by exercise of due diligence it is unable to overcome. Any party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force will give prompt written notice of such fact to the other party and will exercise due diligence to remove such inability with all reasonable dispatch. 10. Compliance with Laws. Each party will comply with all applicable laws, statutes, rules, regulations and governmental codes, including, without limitation, all environmental laws, statutes, rules and regulations, with respect to its performance under this Agreement. 11. Notices. Any formal notice, demand, or request provided for in this Agreement, or given or made in connection with this Agreement, must be in writing and will be properly served, given or made, if delivered in person, sent by U.S. mail, postage prepaid, or if sent by a reputable overnight delivery service, addressed (a) to SRP, at the address set forth beneath SRP s signature below, and (b) to Customer, at the then-current mailing address for Customer contained in SRP s records. 12. Relationship of the Parties. Nothing in this Agreement will ever be construed to create an association, joint venture, trust or partnership, or to impose a trust or partnership covenant, obligation or liability on or with regard to the parties. Neither party will be deemed the agent or employee of, or have a right or power to bind, the other party without its express written consent. DEMAND MANAGEMENT RESEARCH AGREEMENT 5

13. Assignment. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, executors, successors, and permitted assigns. Except upon Customer s transfer of ownership of the Residence, Customer may not assign this Agreement without SRP s prior written consent, in its discretion, and any assignment in violation of this Section will be void. Customer agrees that if it transfers ownership of the Residence during the Term, it will use reasonable efforts to require the transferee to assume, in writing, all of Customer s interest in and obligations under this Agreement. If Customer transfers ownership of the Residence without the transferee assuming Customer s interest in and obligations under this Agreement in a written document acceptable to SRP, then as SRP s sole remedy, SRP may immediately terminate this Agreement and, at SRP s cost but otherwise without liability to SRP, remove and retake possession of the System. Customer acknowledges that it may only assign its rights and obligations under the Interconnection Agreement by complying with the requirements set out therein. 14. Customer s Electric Service. This Agreement does not alter or otherwise impact the terms and conditions under which SRP provides, and Customer pays for, retail electric service, or under which SRP credits Customer for excess energy generated by the existing solar system, which terms and conditions are contained in SRP s Rules and Regulations and the SRP price plan in which Customer participates. 15. Miscellaneous. 15.1. Headings. Titles and headings used herein are for reference only and are not part of this Agreement. Words and expressions used herein shall be applicable according to the context and without regard to the number or gender of such words and expressions. 15.2. No Waiver. None of the provisions of this Agreement will be considered waived by either party except when such waiver is given in writing. No waiver by either party of any one or more defaults in the performance of the provisions of this Agreement will operate or be construed as a waiver of any other existing or future default or defaults. 15.3. No Third-Party Rights. Except as otherwise specifically provided in this Agreement, the parties do not intend to create rights in or to grant remedies to any third party as a beneficiary of this Agreement or of any duty, covenant, obligation or undertaking established therein. 15.4. Severability. If any of the terms, covenants or conditions of this Agreement, or the application of any such term, covenant or condition, is held by a court of competent jurisdiction to be invalid as to any person or circumstance, all other terms, covenants and conditions of this Agreement and their application will not be affected thereby, but shall remain in force and effect. 15.5. Entire Agreement; Amendment. This Agreement, including all exhibits, constitutes the entire agreement between the parties with respect to its subject matter, and no understandings or obligations not herein expressly set forth will be binding upon them. No modification, amendment or alteration of this Agreement will be valid unless it is in writing and signed by both parties. DEMAND MANAGEMENT RESEARCH AGREEMENT 6

15.6. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Arizona, without regard to conflicts of law principles. Any action, suit or proceeding arising out of or relating to this Agreement shall be prosecuted in a state or federal court of competent jurisdiction in Maricopa County, Arizona, and the parties irrevocably submit to the jurisdiction of any such court. 15.7. Further Assurances. Each party will execute and deliver such further documents and take such further action as may be reasonably required to carry out the intent and purpose of this Agreement. 15.8. Interpretation. The parties agree that any rule of construction to the effect that ambiguities will be resolved against the drafting party will not apply in the interpretation of this Agreement. 15.9. Remedies Not Exclusive. Except as expressly stated otherwise in this Agreement, no remedy specified in this Agreement is intended to be exclusive of any other remedy, and each and every remedy will be cumulative and in addition to every other remedy provided in this Agreement or now or hereafter existing at law or in equity. 15.10. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which, when taken together, will constitute one and the same instrument. This Agreement may be executed using an electronic or digital signature. Electronic copies of signatures will be deemed effective as originals. BY SELECTING THE I HAVE READ AND ACCEPTED THE AGREEMENT BOX AS PART OF THE PRE-QUALIFICATION QUESTIONNAIRE, YOU CERTIFY THAT YOU HAVE READ THIS DOCUMENT, ACCEPT AND UNDERSTAND THE NATURE OF THIS AGREEMENT, AND HAVE DONE SO FREELY AND KNOWINGLY. DEMAND MANAGEMENT RESEARCH AGREEMENT 7

Address for Notices: Mailing Address: Salt River Project Agricultural Improvement and Power District P.O. Box 52025 Phoenix, AZ 85072 Attn: Connected Home Physical Address: Salt River Project Agricultural Improvement and Power District 1521 N. Project Drive Tempe, AZ 85281 Attn: Connected Home DEMAND MANAGEMENT RESEARCH AGREEMENT 8

EXHIBIT A DESCRIPTION OF THE DEMAND MANAGEMENT SYSTEM The Demand Management System (the System ) consists of: (i) individual load controllers that control the kilowatt (kw) demand level by shedding individual loads within the home when the kw demand exceeds a predetermined set point. The System will include at least one and no more than four load controllers to be connected to certain appliances within the home, most commonly the water heaterand clothes dryer; (ii) one or more paired thermostats to replace the Customer s current HVAC thermostats. DEMAND MANAGEMENT RESEARCH AGREEMENT 9