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Part 2: Agreement General A. Agreement Generally. The scope of this Agreement includes usage terms for Sensus' hosted Software solution, leased spectrum, technical support, and supporting terms and conditions for an advanced metering infrastructure solution that Customer will purchase from Sensus'authorized distributor. Customer is not paying Sensus directly for the services provided by Sensors under the Agreement; rather, Customer shall pay Sensus' authorized distributor pursuant to a separate agreement between Customer and such authorized distributor. Software. A. Software as a Service (SaaS). Sensus shall provide Customer with Software as a Service, as defined in Exhibit A, only so long as Customer is current in its payments for such services. B. UCITA. To the maximum extent permitted by law, the Parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not apply, in whole or in part, to this Agreement. Spectrum A. Definitions in this Section 3. In this Section 3 only, 'Sens ors° shall mean Sensus USA Inc. and its wholly owned subsidiary, Sensus Spectrum I.I.C. B. Spectrum Lease. Sensus hereby grants to Customer, and Customer accepts, a spectrum manager lease (°SpeCtrnm Lease") over time frequencies of certain FCC license(s) ("FCC License") solely within Customers Service Territory. (The frequencies of the FCC License within Customer's geographic Service Territory are called the 'Leased Spectrum"). Customer shall pay the Ongoing Fees for use of the Leased Spectrum which will be Included within the annual hosting fees purchased from Sensus' authorized distributor. C. FCC Forms. At the Federal Communications Commission (FCC"), Sensus will; (1) obtain an FCC Registration Number ("ERW)) for Customer, (2) submit on behalf of Customer the FCC Forth 602 Ownership Disclosure Information if Customer has not already done so; and (3) file a FCC Forum 608, noti8cationdapplig8on for long -torn spectrum manager lease. This Lease becomes effective when the FCC accepts the FCC Forth 608. D. Lease Application. In order to complete the FCC lease application, Customer wUl promptly: i. Complete and sign the representations in Part 1 of this Agreement such that Customer demonstrates it qualifies for a spectrum lease under FCC rules. Customer's signature will indicate that Customer authorizes Sensus to; (1) obtain an FRN on behalf of Customer, (2) submit the FCC Form 602 Ownership Disclosure Infomnation on behalf of Customer lf Customer has not already done so; and (3) file the spectrum manager lease notification on FCC Form 608 with the Customer as spectrum lessee. H. Give Sensus the coordinates of the boundaries of Customers Service Territory or, alternatively, approve Sensus' estimation of the same. If. If Customer has not already done so; Customer hereby authorizes Sensus to apply on Customers behalf and obtain for Customer a Federal Registration Number (FRN, the FCC's unique identifier for each licensee) and shall supply Sensus with Customers Taxpayer Identification Number ('TIN"), rv. Provide any other information or other cooperation reasonably necessary for the Parties to perform as set forth herein. E. Permitted Use of Spectrum Lease and Equipment Customer may transmit or receive over the Leased Spectrum only in the Service Territory and only using FlexNet equipment manufactured by Sensus and used in accordance with Sensus'specifications. Customer may use the Leased Spectrum only to read and direct Field Devices or any other operation approved by Sensus in writing. Moot limiting the foregoing, Customer is prohibited from reselling, subleasing or subll:ensing the FlexNet Equipment and Leased Spectrum, and from transmitting voice communications over the Leased Spectrum. For each piece of RF Field Equipment used by Customer, Customer shall aft a Sensus-supplied label to the exterior of the RF Field Equipment cabinet or other appropriate visible place to indicate that RF operation is conducted under authority of FCC License(s) issued to Sensus. F. FCC Forms. At the Federal Communications Commission (FCC), Sensus will; (1) obtain an FCC Registration Number (FRN) for Customer, (2) submit on behalf of Customer the FCC Forth 602 Ownership Disclosure Information lf Customer has not already done so; and (3) file a FCC Form 608, notification/application far long4emm spectrum manager lease. This Lease becomes effective when the FCC accepts the FCC Form 608. G. Term of Spectrum Lease. Unless terminated earlier (because, for example, Customer stops using the FlexNet equipment or because this Agreement terminates or expires for any reason), this Spectrum Lease will have the same term as the FCC license. If Customer is operating in compliance with this Agreement and is current on any payments owed to Sensus, when the FCC License renews, the Parties will apply to the FCC to renew this Spectrum Lease. H. Termination of Spectrum Lease. The Spectrum Lease will terminate: (a) two months after Customer stops transmitting with FlexNet equipment manufactured by Sensus; (b) upon termination, revocation or expiration of the FCC License; (c) upon Customers breach of this Agreement; or (d) upon termination or expiration of this Agreement for any reason. I. FCC Compliance. The following FCC requirements apply i. Pursuant to 47 CFR 1.9040(a); a. Customer must comply at all times with applicable FCC rules. This Agreement may be revoked by Sensus or the FCC If Customer fails to so comply; b. If the FCC License is terminated, Customer has no oonfinuirg right to use the Leased Spectrum unless otherwise authorized by the FCC; c. This Agreement is not an assignment, sale or other transfer of the FCC License; d. This Agreement may not be assigned except upon written consent of Sensus, which consent may be withheld in its discretion; and e. In any event Sensus will not consent to an assignment that does not satisfy FCC rules. ii. Referencing 47 CFR 1.9010, Sensus retains dejure and de facto control over the applicable radio facilities, including that, a. Sensus will be responsible for Customers compliance with FCC policies and rules. Sensus represents and warrants that it has engineered the FlexNet equipment and accompanying software and other programs to comply with FCC rules. Customer will operate the FlexNet equipment subject to Sensus' supervision and control and solely in accordance with Sensus' specifications. Sensus retains the right to inspect Customers radio operations hereunder and to terminate this Agreement or take any other necessary steps to resolve a violation of FCC rules, including to order Customer to cease transmission. Sensus will act as spectrum manager in assigning spectrum under the FCC License so as to avoid any harmful interference or other violation of FCC rules. Sensus will be responsible for resolving any interference complaints or other FCC rule violations that may arise; and b. Sensus will file any necessary FCC fomms or applications and Customer agrees to reasonably assist Sensus with such filing by providing any necessary information or other cooperation. Sensus will otherwise interact with the FCC with respect to this Agreement the FCC License or FlexNet equipment M. Customer must continue operations on the spectrum during the Tenn of this Agreement If Customer stops operations for any period of time, Customer must notify Sensus by sending an email to legal@xyleminc.com. Customer may not pause or discontinue operations for more than 180 days. Confidential J Page 4 of 14