DIRECT LOAD CONTROL DELIVERY AGREEMENT

Exhibit 10.1

Confidential Treatment

Requested

DIRECT LOAD CONTROL

DELIVERY AGREEMENT

BETWEEN

THE CONNECTICUT LIGHT AND POWER COMPANY

AND

ALTERNATIVE ENERGY RESOURCES, INC.

Amended and Restated as of February 27, 2008

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DIRECT LOAD CONTROL DELIVERY AGREEMENT

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DIRECT LOAD CONTROL DELIVERY AGREEMENT

This DIRECT LOAD CONTROL DELIVERY AGREEMENT (“Agreement”), amended and restated as of February 27, 2008, is entered into by and between The Connecticut Light and Power Company, with principal offices at 107 Selden Street, Berlin, Connecticut 06037 (“CL&P”) and Alternative Energy Resources, Inc., a Delaware corporation, located at 120 Eagle Rock Avenue, Suite 190, East Hanover, NJ 07936 (“AER”). CL&P and AER are sometimes hereinafter referred to as the “Parties” or individually as a “Party.”

RECITALS

WHEREAS , pursuant to the directives of the Connecticut Department of Public Utility Control (“DPUC”), CL&P and *** (“***”) (collectively the “Utilities”) and AER developed a direct load control (“DLC”) program (“Program”) that primarily targets curtailment of air conditioning loads with the goal of providing benefit to Connecticut’s electric distribution system in the form of reduced peak kW demand and a corresponding lowering of generation costs associated with such demand during New England’s critical peak demand periods, and in addition, the Program is intended to result in longer term capacity cost benefits by lowering Connecticut’s peak load share proportionate to the New England region’s coincident peak determined by New England’s Independent System Operator (“ISO-NE”), and

WHEREAS, *** and CL&P’s joint plan was filed in response to Order No. 8 in DPUC Docket 05-07-14 PH01, DPUC Investigation of Measures to Reduce Federally Mandated Congestion Charges , which required the Utilities to submit a plan for a direct load control program to serve residential and small commercial and industrial customers throughout CL&P and *** service territories, and

WHEREAS, the Utilities conducted a request for proposal (“RFP”) process to solicit bids from vendors for the implementation of the Program via one-way switch technology and Comverge, Inc., acting through its wholly owned subsidiary, AER, was selected by the Utilities pursuant to such RFP process, and

WHEREAS, consistent with the Utilities’ joint plan and the terms and conditions contained in this Agreement, CL&P will contract with AER to design, develop, build, and own a DLC system using one-way switch technology (“DLCS”) in CL&P’s service territory, and to aggregate eligible multiple individual customer loads, including new and existing assets, to be controlled by this DLCS to produce, pursuant to Appendix A, a “Minimum Contract Capacity” for a Demand Reduction of *** megawatts (“MW”), *** and with a targeted growth to a “Target Contract Capacity” of up to 130 MW statewide (i.e., including the Demand Reduction provided under any *** Contract, or such other capacities as may be agreed to in advance by CL&P in writing and in its sole discretion, all as set forth in this Agreement, deliverable to CL&P, all as defined herein), and

WHEREAS , CL&P and AER desire to enter into this Agreement under the terms of which, among other things, AER will deliver for CL&P to purchase an amount not less than the

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Minimum Contract Capacity and up to the Target Contract Capacity arising from demand reduction delivered by AER pursuant to the operation of the DLCS Program, and

WHEREAS , as a condition to entering into this Agreement,***

WHEREAS, the Parties entered into an agreement on October 4, 2007, as amended on December 5, 2007 (collectively the “Original Agreement”) and this Agreement amends and restates the Original Agreement.

NOW, THEREFORE , in consideration of the mutual covenants set forth herein, the Parties agree as follows:

ARTICLE I – DEFINITIONS

1.1 Defined Terms. Unless otherwise defined herein or in any Exhibit, Schedule or Appendix hereto, the following terms, when used in this Agreement (including the Recitals and any Exhibit, Schedule or Appendix hereto) shall have the meanings set forth below. The capitalized terms listed in this Article shall have the meanings set forth herein whenever the terms appear in this Agreement, whether in the singular or the plural or in the present or past tense. Other terms used in this Agreement but not specifically defined in this Article shall have meanings as commonly used in the English language and, where applicable, in Good Industry Practice.

“Advanced Metering Infrastructure” (AMI) means a meter reading network that allows for remote reading of electric meters and is also capable of load control of multiple devices at the customer’s premises.

“AER Dispatch Event” is any period of no more than *** (***) continuous hours in any single Control Season Day in which CL&P does not Dispatch the DLCS pursuant to a Utility Dispatched Event but where the DLCS is activated by AER to control the End-use Equipment to demonstrate the available Demand Reduction of the DLCS.

“Automated Meter Reading” (AMR) means a meter reading network that allows for remote reading of electric meters.

“Affiliate” means an entity that controls, is controlled by, or is under common control with another entity. For purposes of this Agreement, “control” means the direct or indirect ownership of more than 50% of the outstanding capital stock or other equity interests having ordinary voting power

“Agreement” means this Direct Load Control Delivery Agreement and the Exhibits, Schedules and Appendices hereto.

“Business Day” means Monday through Friday of each week, except for Holidays.

“Capacity Benefits” shall mean ***

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“Capacity Payments” means the monthly payments to be paid by CL&P to AER as defined in Appendix B.

“Capacity Program” shall mean the Forward Capacity Market or other ISO initiated market, auction, or program.

“CL&P/Third-Party Marketing Channel” is a method of promoting the Program to Customers using a third-party acting on behalf of CL&P.

“CL&P-Generated Customer Enrollment Information” means Customer information, including name, address and phone number collected by CL&P or its third-party in connection with Customers desiring enrollment in the Program in response to CL&P/Third-Party Marketing Channel promotions.

“Commercial Operation” means the period during the Term of this Agreement that a Facility is a Participating Facility operating pursuant to the terms of this Agreement.

“Contract(ed) Capacity” for each Program Year has the meaning set forth in Appendix A.

“Control Device” means a one-way switch or other mutually agreed equipment installed at a Participating Facility and used to control a Participating Facility’s End-use Equipment pursuant to this Agreement.

“Control Season” means May 1 through September 30 of each Program Year or any other time period as necessitated by Emergency or as may be agreed by the Parties in writing.

“Control Season Day” means the period beginning midnight and ending on the following 11:59 p.m. Eastern Standard Time (“EST”) of any Business Day during the Control Season.

“Control Season Month” means any calendar month within a Control Season.

“CT DPUC” or “DPUC” means the Connecticut Department of Utility Control or any successor or replacement regulatory agency.

“Customers” means the persons or entities eligible to participate in the Program pursuant to (i) the applicable DLC Program tariff authorized by the DPUC or (ii) as otherwise agreed to by the Parties in writing on a case-by-case basis, who contract to participate in the Program.

“Deliverable” is any document or work product required to be delivered or submitted under this Agreement by either Party.

“Demand Reduction” means the actual aggregate reduction of electricity demand achieved by Customers, whether new or existing, measured in kilowatts resulting from the Dispatch of the DLCS, as determined by the Measurement and Verification Plan.

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“Direct Load Control System” or “DLCS” means any and all equipment and components, including new or existing assets, necessary for the operation of the Program including Control Devices, a Head-end Control System (“HECS”), proprietary software and required third-party application software.

“Dispatch” means activating the DLCS via a Dispatch Event in such a manner that the Control Devices are placed into control such that the Participating Facility’s End-use Equipment is activated with the intention of reducing aggregate demand on the CL&P system or determining the capacity available for the DLCS.

“Dispatch Event” means either a Utility Dispatch Event or an AER Dispatch Event.

“DPUC Approval” means the DPUC’s approval of the Program, including but not limited to, approval of this Agreement, CL&P’s associated tariff rider, *** and Program terms and conditions (all in their entirety and without conditions or modifications), ***

“Emergency” shall mean any sudden, generally unexpected occurrence, event, or set of circumstances which may necessitate immediate response and implementation of the DLCS, where Emergency shall not include a Dispatch primarily for economic purposes.

“End-use Equipment” means central air conditioning compressors, commercial heating ventilating and air-conditioning (“HVAC”) equipment, commercial lighting, motor loads and other similar loads, pool pumps, irrigation pumps, electric water heaters and any other mutually agreed equipment with curtailable loads located at a Participating Facility site.

“Energy Independence Act” means Public Act No. 05-01.

“Environmental Contamination” means the presence of hazardous wastes, hazardous substances, hazardous materials, toxic substances, hazardous air pollutants and other hazardous pollutants, and toxic pollutants, as those terms are used in the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substances Control Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Oil Pollution and Hazardous Substances Control Act, and all other applicable federal, state and local laws and regulations as amended, at such levels or quantities or location, or of such form or character, to be of regulatory concern under said federal, state and local laws and regulations.

“Expected Contract Capacity” the amount of Demand Reduction capacity (in MW) ***

“Facility” means a physical customer premises in CL&P’s service territory containing one meter or a set of meters totalized for billing purposes as one customer account.

“FMCCs” means Federally Mandated Congestion Charges as defined in Section 16-1 of the Connecticut General Statutes, as such definition may be amended, modified or replaced.

“Forward Capacity Auction” shall mean the annual auction to be held in connection with the

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Forward Capacity Market, or any successor auction thereto, as defined in the ISO-NE Tariff, FERC Electric Tariff No. 3.

“Forward Capacity Market” shall mean the forward market for procuring capacity pursuant to the ISO-NE Tariff, FERC Electric Tariff No. 3, and any successor or replacement capacity procurement process thereto.

“Good Industry Practice” means the practices, methods and acts (including but not limited to the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry) that, at a particular time, in the exercise of reasonable judgment in light of the facts known or that should reasonably have been known at the time a decision was made, would have been expected to accomplish the desired result in a manner consistent with law, regulation, codes, standards, equipment manufacturers’ recommendations, reliability, safety, environmental protection, economy and expedition. With respect to each Participating Facility, Good Industry Practice(s) includes taking reasonable steps to ensure that:

“Holiday” means all holidays as defined from time to time by ISO–NE and any holidays specified by CL&P.

“Information” is all data, information, lists, and records produced, collected, and/or created by AER during the performance of its services pursuant to this Agreement, including information stored on any information system owned by AER or CL&P.

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***

“ISO-NE Manual M-MVDR” means the ISO New England Manual for Measurement and Verification of Demand Reduction Value from Demand Resources, as such may be amended, supplemented, revised or modified from time to time or any successor document(s) thereto.

“ISO-NE Dispatch Event” means an event called by ISO-NE where the system will be Dispatched according with the Utility’s request that falls within the definition of Utility Dispatch Event.

“kW Factor” means on an annual basis, the Demand Reduction per installed Control Device(s) for End-use Equipment under an M&V Event as more fully described in Appendix B.

“Measurement and Verification Event” or “M&V Event”, as further described in Appendix E, means any Dispatch Event whereby Customer load is curtailed by operation of the DLCS for at least one clock hour on the hour ( e.g ., 1:00:00 to 1:59:59 p.m. and not 1:30:00 to 2:29:59 p.m.) during the Control Season.

“Measurement and Verification Plan” or “M&V Plan” is defined in Appendix E.

“Minimum Contract Capacity” means the minimum amount of MW capacity of Demand Reduction to be secured by AER under this Agreement as set forth in the schedule in Appendix A .

“Participant” means the CL&P residential, commercial, municipal or industrial Customer name of record of a Participating Facility.

“Participating Facility” means one CL&P-metered residential or small commercial and industrial (“C&I”) Facility that is participating in the Program as a Residential Participating Customer or a Small Commercial and Industrial Participating Facility.

“Program” or “DLCS Program” means CL&P’s Direct Load Control System program as described in this Agreement.

“Program Availability Hours” means all hours between *** EST of any Control Season Day except in the event of an Emergency, or as otherwise agreed to by the Parties.

“Program Month” means the period beginning on the first calendar day of the month and ending on the last calendar day of the month for any month falling within a Program Year.

“Program Run Time” means the number of hours that the DCLS is activated due to a Utility Dispatch Event as determined by PowerCAMP™ reports that log every event by date and time, ***

“Program Year” means October 1 through September 30. Program Year 1 commences upon the Start Date and ends on the next September 30 ^th after the completion of one (1) full calendar year

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(ex. Start Date is May 1, 2008, PY 1 ends on September 30, 2009.) Each subsequent Program Year shall follow Program Year 1 and begin on October 1 and continue through September 30.

“Prospect” means any CL&P residential or small C&I customer who is eligible for the Program.

“Residential Participating Customer” means all single family residential customers or multi-family customer throughout CL&P’s service territories that is receiving electric service under an applicable DLC Program tariff authorized by the DPUC.

“Small Commercial and Industrial Participating Facility” means non Residential Participating Customers having peak demand of approximately *** and who are eligible to participate in the Program pursuant to the applicable DLC Program tariff authorized by the DPUC. Larger C&I customers will be evaluated and may be considered by the Parties for inclusion in the Program on a case by case basis and as agreed to in writing by the Parties. For multi-site commercial facilities, which are not Residential or Small C&I Participating Facilities, CL&P may, in its sole reasonable discretion on a case-by-case basis, determine if that Facility will be permitted to participate in the Program as a Participating Facility.

“Start Date” means the date that CT DPUC Approval has been obtained.

“System Dispatch Operator” or “SDO” means CL&P’s representative(s) responsible for centralized Dispatch of Participating Facilities’ Control Devices and control of tie-line power flows. Authorized personnel with login access will be considered authorized users within the definition of SDO.

“Target Contract Capacity” means one hundred and thirty (130) MW of Demand Reduction obtained throughout the State of Connecticut, whether through *** and/or CL&P’s territory, or such other quantity of capacity as may be presented by *** and/or CL&P and accepted by the DPUC in writing pursuant to the terms and conditions contained in this Agreement.

“Term” means the period of time during which this Agreement shall remain in full force and effect as defined in Article 2.

“*** Contract” means that Direct Control Delivery Agreement by and between AER and The *** pursuant to which AER will secure and provide Demand Reduction via the DLCS for *** in connection with the Program.

“Utility Dispatched Event” is any period of typically no more than four (4) hours in any single Control Season Day (except in the case of an Emergency, in which case AER shall make commercially best efforts to accommodate a request for a Dispatch Event for a longer period or during a period outside of the Control Season Day) in which the DLCS is activated through a CL&P initiated event, which includes without limitation an ISO-NE Dispatch Event, to control the End-use Equipment by system, region, substation or circuit.

1.2 Interpretation . In this Agreement, unless otherwise stated,

1.2.1 Any references to:

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(a) any Section, Schedule, Appendix, Exhibit or other provision thereof, shall be construed, at any particular time, as including a reference to the Section, Schedule, Appendix, Exhibit or the relevant provision thereof as it may have been amended, modified or supplemented;

(b) any agreement (including this Agreement or any Schedule, Appendix or Exhibit hereto) shall be construed, at any particular time, as including a reference to the relevant agreement as it may have been amended, modified, supplemented or novated;

(c) a Party to this Agreement includes, in the case of any Party, that Party’s successors and permitted assigns and any entity succeeding to its functions and capacities;

(d) a month shall be construed as a reference to a calendar month unless otherwise stated; and

(e) a particular Section, Schedule, Exhibit or Appendix shall be a reference to the relevant Section, Schedule, Exhibit or Appendix in or to this Agreement.

1.2.2 Words in the singular may be interpreted as referring to the plural and vice versa, and words denoting natural persons may be interpreted as referring to corporations and any other legal entities and vice versa.

1.2.3 Whenever this Agreement refers to a number of days, such number shall refer to the number of calendar days unless Business Days are specified. A requirement that a payment or Deliverable be made on a day that is not a Business Day shall be construed as a requirement that the payment or Deliverable be made on the next following Business Day.

1.2.4 The words “include” and “including” are to be construed as being at all times followed by the words “without limitation”, unless the context otherwise requires.

1.2.5 Words not otherwise defined herein that have well-known and generally acceptable technical or trade meanings are used herein in accordance with such well-recognized meanings.

ARTICLE 2 – TERM AND TERMINATION

2.1 Term and Termination . This Agreement is effective upon the date of execution for purposes of having the Parties meet to discuss marketing issues. The remaining obligations of the Parties under this Agreement become effective as of the Start Date. If DPUC Approval has not been obtained by ***, this Agreement shall terminate automatically as of such date, or if the DPUC’s approval is conditioned upon changes to the Agreement that the Parties cannot agree upon after a thirty (30) day period of good faith negotiation, this Agreement shall terminate upon written notice by either Party to the other, with no further action required by either Party and without liability or obligation to any Party. After the Start Date, the Agreement shall remain in

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full force and effect until the end of Program Year 10 unless terminated earlier pursuant to Sections 12.3 or Section 19.3.

2.2 DLCS Performance Reviews . ***, from time to time, as requested by either Party, the Parties shall meet to review the Program performance, including but not limited to customer enrollments, vendor performance, equipment performance, load control technologies, marketing and overall performance of the Program against initial ***, in order to further refine the Program with the goal of increasing enrollment *** , then CL&P and AER shall work together to adjust Program parameters as necessary or required to achieve *** Program ***. In addition to the foregoing, AER shall cooperate with CL&P as necessary and required to prepare and file with the CT DPUC any and all reports required or requested to be filed by the CT DPUC throughout the Term, including but not limited to with respect to *** and the Program’s performance during the same.

2.3 ***

2.4 Continuance in Effect. Applicable provisions of this Agreement shall continue in effect after termination to the extent necessary to satisfy the terms and conditions of this Agreement and, as applicable, to provide for, for example, removal of Control Devices from Participating Facilities as may be requested by a Participant and provided for under Appendices C and D, final billings and adjustments related to any period prior to termination, repayment of any money due and owing either Party pursuant to this Agreement, and the indemnifications specified in this Agreement.

2.5 AMI and Technological Improvements and Interfaces . The parties acknowledge that CL&P is investigating an AMR network and AMI technology through which consumer electricity consumption and costs may be metered, monitored and/or reduced. As part of its investigation and subject to DPUC approval, CL&P is planning to commence an AMI pilot in 2008, whereby AMI meters will be deployed on a sample of customers for use in testing AMI technology features. Based on AMI pilot results and subject to further DPUC approval, CL&P may elect to refresh its AMR network on a broader scale, throughout its service territory, to a full two-way network that would be capable of load control for multiple devices at Customers’ premises. In this scenario, the network would be capable of all communications for that control. In the event that CL&P opts to implement an AMI, it is anticipated that the CL&P AMI network would be capable of all communication necessary to control customer load. In the event that, during the Term, CL&P opts to pursue implementation of these technologies or any other technologies that may become available, including such implementation in connection with the aforementioned AMI pilot; AER, at CL&P’s request, agrees to work cooperatively with CL&P and its AMI vendors to integrate Control Devices with CL&P technologies and develop a module and/or upgrade that enables communications between the AER Control Devices and such technologies. AER shall provide a written estimate as to the cost and expense for upgrading the Control Devices to be compatible with the CL&P technologies, including the AMR and AMI technologies referenced herein provided however that CL&P may in its discretion, elect to have AER install any equipment upgrades during AER’s scheduled inspections, in which case, any reasonable additional charges, ***. AER will also use its commercially reasonable efforts to minimize costs to upgrade or modify its DLCS equipment to integrate such equipment with

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CL&P technologies. Nothing contained herein shall be considered to obligate CL&P to make any network changes whatsoever nor shall obligate CL&P to integrate its network and AER Control Devices.

ARTICLE 3 – PROJECT DESCRIPTION

3.1 Summary Description . The Program is a utility offering that encourages certain of CL&P’s eligible customers (as defined herein) to permit CL&P (via the AER DLCS) to control customer end-use equipment (e.g., central air conditioning) in order to advance the goals of the Energy Independence Act (i.e., a reduction in FMCCs by lowering Connecticut’s peak demand). *** Attachment I attached hereto sets forth the basic Program framework that outlines the respective activities of AER and CL&P in connection with the implementation of the Program.

ARTICLE 4 – CONTRACT CAPACITY AND DISPATCH

4.1 Capacity

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(i) until such time and for so long as AER continues to achieve the Target Contract Capacity, AER ***

(ii) Any and all information regarding CL&P customers (including but not limited to customer lists, customer usage patterns, etc.), whether prospects or Customers, shall only be utilized by AER as expressly set forth in this Agreement and solely for the purposes of providing services to CL&P under this Agreement in connection with the Program. Except as otherwise expressly provided herein, in no event shall AER at any time (whether during the Term or thereafter) utilize any customer or utility information that becomes available to it as a result of the Program and this Agreement for any other purpose(s) other than providing services under this Agreement. As the Parties acknowledge that AER owns the DLCS, AER shall only be allowed to utilize such information (i) that pertains to the Participants enrolled in the Program and (ii) solely for demand response purposes, whether under the Agreement or any other agreement between AER and those end-use participants. AER shall not otherwise sell, transfer or otherwise disclose this information for such enrolled Participants other than for demand response purposes.

(iii) AER owns the DLCS. After the termination or expiration of this Agreement, the Parties acknowledge that AER shall be able to utilize the DLCS to the extent it is permitted to do so pursuant to its contractual agreements with enrolled Participants and applicable legal and regulatory requirements.

4.2 Dispatch . Dispatch of the DLCS may be made as follows:

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4.3 Forward Capacity Auction .

The Parties shall work in good faith together to agree upon the (i) proper category to place capacity, (ii) the amount of capacity to bid to any Capacity Program, and (iii) any other items which may affect both Parties; however, if the Parties do not reach agreement as to (i) and (ii), AER shall have the sole and final authority in regards to these issues for such capacity under the Capacity Program Bid, provided (i) such decision is commercially reasonable, (ii)***, and (iii) ***.

***

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ARTICLE 5 – CAPACITY PRICING / PAYMENT CALCULATIONS

5.1 Payments . Capacity Payments to be paid by CL&P to AER will be calculated monthly pursuant to Appendix B. The Measurement and Verification Plan will be used to determine the kW Factor. The kW Factor will be utilized to calculate Demand Reduction and will also serve as the basis for calculating monthly Capacity Payments.

5.2 Requested Changes. On a quarterly basis for the first Program Year, and thereafter, at the end of each Program Year (unless otherwise reasonably requested by CL&P), the Parties will evaluate the performance under this Agreement, schedule and other Program performance measures as deemed necessary by each Party and/or as required by the DPUC. Following each evaluation, each Party reserves the right to request the other Party to make reasonable changes to the current program, if either Party is believed to be underperforming by the other Party, for the consecutive years that may result in the Parties mutually agreeing in good faith to changes to $/kW payments to AER.

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ARTICLE 6 – MARKETING, RECRUITMENT AND RETENTION

6.1 Scope of Work . Marketing, recruitment and retention will include all activities required to solicit and retain Participants for the DLCS Program. Each Party’s duties are described in Appendix C. Within thirty (30) days after DPUC Approval of the Agreement, the Parties shall have an initial meeting to structure the marketing objectives. AER shall supply a marketing plan to CL&P within thirty (30) Business Days after the Start Date. Within fifteen (15) Business Days of receipt of the marketing plan, CL&P shall either approve the marketing plan or provide recommendations to allow for approval of the plan. In the event that CL&P provides recommendations for incorporation into the plan, such reasonable recommendations shall be incorporated by AER into the plan and resubmitted to CL&P for review and approval within five (5) Business Days of AER’s receipt of such recommendations. ***. CL&P agrees and acknowledges that its commercially best efforts to make timely responses to requests for approval of the marketing plan and all marketing documentation is material to this Agreement and may result in a failure of AER to fulfill its obligations herein. After approval by CL&P of the marketing plan, AER and CL&P may, from time to time, provide to each other proposals or recommendations for incorporation into the marketing plan. Such proposals and/or recommendations shall only be incorporated into the marketing plan upon the express written approval of CL&P. ***

6.2 Marketing Materials. With the exception of materials developed in connection with marketing activities associated with the CL&P/Third-Party Marketing Channel, all marketing materials for use in the Program shall be developed by AER at CL&P standards at AER’s sole cost and expense pursuant to Appendix C. In addition to the foregoing, all such marketing materials must be submitted to CL&P for CL&P’s express written approval and shall not be disseminated by AER until such express written approval has been obtained. AER acknowledges and agrees that this Agreement does not assign, license, or transfer to AER any right, title or interest to the copyrights, trademarks, and other intellectual property rights used in connection with the operation and promotion of the Program except for the right to use the CL&P name and logo in accordance with the terms of this Agreement. The limited right to use the CL&P name and logo provided for in this Agreement shall automatically terminate upon termination or expiration of this Agreement and no further use may be made by AER of the CL&P name and logo. CL&P reserves the right at any time to review any approved use of the CL&P name and logo and to require changes in such further use, and AER will comply with any such requirements.

6.3 During the Term, CL&P shall, at its reasonable discretion, have the right to market the Program using CL&P/Third-Party Marketing Channels. CL&P will supply CL&P-Generated Customer Enrollment Information to AER for customers identified from a CL&P/Third-Party Marketing Channel for AER’s enrollment of such customers in the Program. For CL&P/ Third-Party Marketing Channel, CL&P shall provide to AER any materials or messages to be distributed for AER’s prior written approval, which will not be unreasonably withheld.

6.4 Customer loads enrolled and installed from a CL&P/Third-Party Marketing Channel will be included as part of Demand Reduction achieved and AER’s Contracted Capacity obligations under this Agreement but in no event shall CL&P be obligated to obtain any enrollments using

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CL&P/Third-Party Marketing Channels, nor shall CL&P’s performance in obtaining such enrollments be a cause for default or termination.

6.5 ***

ARTICLE 7 – EQUIPMENT INSTALLATION

7.1 Scope of Work . Equipment installation includes all DLCS Program activities that interface with a Participating Facility from the time of receipt of a signed customer enrollment form, obtained by AER or by CL&P-Generated Customer Enrollment Information, through the measurement and verification of the Control Device, as set forth in Appendix D. AER shall use commercially reasonable efforts to ensure that no damage is caused to persons or property in connection with any and all equipment installations and AER shall be solely responsible for any and all such damages, including but not limited to any and all costs and expenses to take corrective action to repair such damages to Customers’ satisfaction.

ARTICLE 8 – MAINTENANCE; SITE CLEAN UP

8.1 Scope of Work . Maintenance will include all activities that interface with a Participating Facility to ensure continued operation of the DLCS at the Participating Facility throughout the Term of this Agreement.

8.2 Tracking, Verification and Resolution of Participant Complaints . AER shall follow standard procedures for resolving Participant complaints pursuant to Appendices C and D.

8.3 Preventive, Routine and Non-Routine Maintenance and Repairs . AER shall be responsible for preventive, routine and non-routine maintenance and repairs (“Maintenance”). Maintenance will be performed on a basis that ensures reliable long-term and safe operation, and will be performed by knowledgeable, trained and experienced personnel utilizing proper equipment and tools.

8.4 Systems Quality Assurance . For each Program Year, AER shall, at its sole cost and expense, make on-site inspections of installed switches and any and all equipment necessary for the operation of the Program by physically inspecting each Control Device at least every ***, targeting approximately *** inspection rate per year. The inspection will ensure that each Control Device is operational and has the ability to control Participants’ End-use Equipment. If the inspection reveals that the Control Device is not operating or is disconnected, AER shall be responsible for restoring the Control Device to Commercial Operation immediately and at no cost to CL&P. AER shall provide CL&P with a written report of the results of all inspections conducted pursuant to this Section 8.4 within thirty (30) days of completing the same. AER is solely responsible at all times for the Control Devices and their operation, including but not limited to, addressing any and all Customer inquiries regarding the same in a timely manner.

8.5 AER Monitoring and Testing . AER shall be responsible for conducting routine monitoring and testing to ensure equipment is functioning as designed and capable of achieving

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intended levels of kW demand reductions. CL&P will be notified in writing of these routine system tests. System tests will include, but not be limited to, monthly tests of the communication system to insure that Control Devices are receiving the signal.

8.6 Reporting . AER will provide written monthly customer contact logs and written monthly customer participation reports no later than the 15 ^th day of each month in a format and containing such information as reasonably specified by CL&P and as may be required by the DPUC from time to time. Customer participation reports will include program enrollment and installation activity, including a separate line item for the number Participants obtained through CL&P/Third-Party Marketing Channel for the preceding month and for the year-to-date, repairs, customer complaints and resolution and such other data as CL&P may reasonably request.

8.7 Site Clean Up . AER shall use commercially best efforts to collect and responsibly dispose of (as required by any and all applicable law, rule, or regulation) any trimmed wire clippings, unused screws or brackets, hazardous materials and any other material waste that may result from the installation of the Control Device. For any work performed at any Customer’s site, AER shall at all times keep the site free from accumulations of waste material or rubbish and shall remove at its sole cost and expense from the site and from all public and private property all tools and equipment other than the installed equipment and rubbish and waste materials resulting from AER’s operation. AER shall be solely responsible for its obligations under this Section 8.7.

ARTICLE 9 – MEASUREMENT AND VERIFICATION (M&V) PLAN

9.1 AER Responsibility. AER shall be responsible for implementing the field work, data collection and analyses for a Measurement and Verification Plan that shall comport with the requirements of Appendix E.

9.2 Audit and Independent Verification . CL&P reserves the right to audit field work at any time. CL&P reserves the right to audit data collection and analyses completed by AER at any time, other than during the Control Season unless an Emergency exists, or as mandated by regulatory requirements and may, at any time, conduct or cause to be conducted an independent verification and/or audits of data collection and analyses completed by AER pursuant to this Agreement. AER shall cooperate fully with CL&P, and any contractor retained by CL&P, in connection with any such audits or independent verification.

ARTICLE 10 – SOFTWARE SYSTEM

10.1 Software System. AER will implement its PowerCAMP™ software for operating the DLCS. This software shall be hosted and run at AER facilities as provided in Appendix H. The Parties acknowledge AER is in compliance with CL&P’s corporate IT Security requirements according to information provided to CL&P prior to executing this Agreement, a copy of which is attached hereto as Appendix K. AER will continue to take commercially best efforts to comply with CL&P’s corporate IT security requirements, as provided from CL&P, over the term of this Agreement.

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ARTICLE 11 – BILLING AND PAYMENT

11.1 Invoicing, Payment and True-Up . AER shall invoice CL&P monthly for Capacity Payments pursuant to Appendix B.

11.2 AER Responsibility .

11.3 CL&P Responsibility . CL&P shall pay all undisputed portions of monthly invoices and annual true-up invoices within *** after receipt of the invoice. In the case where CL&P is owed an annual true-up payment, AER shall pay this amount within *** after the determination has been made and verified.

11.4 Late Payments . Unless otherwise specified herein, payments due under this Agreement shall be due and payable by check or by wire transfer, on or before the *** following receipt of the invoice. Remittances received by mail will be considered to have been paid when due if the

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postmark indicates the payment was mailed on or before the *** following receipt of the invoice. If any amount due is not paid on or before the due date, a late payment charge shall be applied to the unpaid undisputed balance and shall be added to the next invoice. Such late payment charge shall bear interest at the rate of 1  ¹ / 2 % per month or at the highest rate permitted by law (whichever is less), from the date due until paid. If the due date occurs on a weekend or Holiday, the late payment charge shall begin to accrue on the next succeeding Business Day.

11.5 Billing Disputes . In the event of a billing dispute, the Party asserting the billing dispute must notify the other Party in writing within the time period specified herein for raising billing disputes. Each Party must furnish within ten (10) days of notice of such dispute all detailed billing calculations for the amount in dispute to the other Party. When the billing dispute is resolved, the Party owing shall pay the amount owed within thirty (30) days of the date of such resolution, with late payment interest charges calculated on the amount owed in accordance with Section 11.4. Undisputed portions of amounts invoiced under this Agreement shall be paid on or before the due date or shall be subject to the late payment interest charges set forth in Section 11.4. Neither Party shall have the right to challenge with a monthly bill or annual true-up invoice or bring to court or take any administrative action with respect to a billing dispute after a period of two (2) years from the date that an invoice was due.

ARTICLE 12 – DEFAULT; TERMINATION

12.1 Events of Default of AER .

12.1.1 Any of the following shall constitute an Event of Default of AER upon its occurrence and no cure period shall be applicable:

12.1.2 Except for any other specified notice and cure periods, any of the following shall constitute an Event of Default of AER upon its occurrence unless cured within thirty (30) days after the date of written notice from CL&P to AER as provided for in Section 13.1:

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12.1.3 Any of the following shall constitute an Event of Default of AER upon its occurrence unless cured within sixty (60) days after the date of written notice from CL&P to AER as provided for in Section 13.1:

12.1.4 The following event shall constitute an Event of Default of AER upon its occurrence unless cured within ten (10) days after the date of written notice from CL&P to AER as provided for in Section 13.1: AER’s failure to make any payment due hereunder. For all late payments, regardless of any cure period, Section 11.4 applies.

12.2 Events of Default of CL&P .

12.2.1 Any of the following shall constitute an Event of Default of CL&P upon its occurrence and no cure period shall be applicable:

12.2.2 Any of the following shall constitute an Event of Default of CL&P upon its occurrence unless cured within thirty (30) days after the date of written notice from AER to CL&P as provided for in Section 13.1.

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12.2.3 The following event shall constitute an Event of Default of CL&P upon its occurrence unless cured within sixty (60) days after the date of written notice from AER to CL&P as provided for in Section 13.1: the filing of a case in bankruptcy or any proceeding under any other insolvency law against CL&P that could materially impact CL&P’s ability to perform its obligations hereunder; provided, however, that CL&P does not obtain a stay or dismissal of the filing within the cure period.

12.2.4 The following event shall constitute an Event of Default of CL&P upon its occurrence unless cured within ten (10) days after the date of written notice from AER to CL&P as provided for in Section 13.1: CL&P’s failure to make any payment due hereunder. For all late payments, regardless of any cure period, Section 11.4 applies.

12.3 Termination . Either Party may, upon written notice to the other Party, terminate this Agreement if any one or more of the Events of Default of the other Party described in this Article 12 occurs and is not cured within the cure periods set forth herein. Neither Party shall have the right to terminate this Agreement, except as provided for upon the occurrence of an Event of Default as described above or as otherwise may be explicitly provided for in this Agreement, ***. Except as expressly provided in this Agreement, nothing in this Agreement shall be construed to limit any right or remedy available at law or in equity to the Parties, including the right to any and all damages for any breach or other failure to perform hereunder. All remedies in this Agreement shall survive termination, cancellation or expiration of this Agreement and are cumulative. Upon termination, AER shall cease all operations and actions under the Agreement and CL&P shall pay AER for all payments due up until the termination date. Each Party shall promptly return to the other any and all materials, information, documentation, or other product belonging to that Party. ***:

(a)***

(i) ***

(ii) ***

(iii) ***.

(b) ***.

12.4 Special Bankruptcy Provision . Because of the importance of this Agreement in promoting the goals of the Energy Independence Act, it is agreed that in the event AER should ever seek protection under the provisions of the bankruptcy laws of the United States or under any insolvency act of any state, and AER or its representative trustee considers whether to assume or reject this Agreement under such bankruptcy law provisions, the appropriate standard to apply in consideration of rejection is a standard more rigorous than the usual business judgment standard, such more rigorous standard being appropriate to balance the burdens to the bankruptcy estate against the impact on Connecticut electric ratepayers; and in such consideration, to give equal or greater weight to the public interest in the adequate, efficient and

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reasonable provision of electric utility service at just and reasonable rates, including the effect that a rejection of this Agreement would have on Connecticut electric ratepayers.

ARTICLE 13 – CONTRACT ADMINISTRATION AND NOTICES

13.1 Notices in Writing . Notices required by this Agreement shall be addressed to the other Party, including the other Party’s representative at the addresses noted in Appendix F. Any notice, request, consent or other communication required or authorized under this Agreement to be given by one Party to the other Party shall be in writing. It shall either be personally delivered, or mailed, return receipt requested, or by overnight carrier. Any such notice, request, consent or other communication shall be deemed to be given when delivered. Routine communications concerning Participating Facility operations or other matters as expressly agreed to by the Parties shall be exempt from the requirements of this Section 13.1 and may be made in any manner agreed to by the Parties.

13.2 Changes . Either Party may, by written notice to the other Party (pursuant to the provisions contained in Article 13.1), change the representative or the address to which such notices and communications are to be sent.

13.3 Authority of Representatives . The Parties’ designated representatives, including Frank Evans for AER and Ronald Araujo for CL&P shall have authority to act for their respective principals in all technical matters relating to performance of this Agreement and to attempt to resolve disputes or potential disputes. However, they shall not have the authority to amend or modify any provision of this Agreement.

13.4 Operating Records . AER shall each keep complete and accurate records and all other data required for the purposes of proper administration of this Agreement (including but not limited to verification of performance of Participating Facilities), including such records as may be required from time to time by state or federal regulatory authorities. AER shall retain all such records pursuant to the requirements in Section 22.16 and allow CL&P access to such records for *** following termination or expiration of this Agreement and forward all such records to CL&P within ten days following the termination or expiration of this Agreement. In addition to the foregoing, AER shall provide to CL&P and/or the CT DPUC any such operating records as may be required by AER and/or CL&P to verify the performance of the Program and/or the performance of the Parties under this Agreement.

13.5 Billing and Payment Records . To facilitate payment and verification, AER and CL&P shall keep all books and records necessary for billing and payments (as well as verification of the same) and grant the other Party reasonable access to those records during regular business hours and with reasonable notice. Each Party shall bear its own costs and expenses incurred in connection with any review or audit of such records for a period of two (2) years following termination or expiration of the Agreement.

13.6 Program Management Procedures . The Parties shall design and institute program management procedures within thirty (30) days following the Start Date, which procedures shall include, without limitation, a provision for regular meeting times to discuss the Program,

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including a governance and an escalation plan. To the extent such procedures are signed by both Parties, such program procedures will form a part of this Agreement.

13.7 Dispute Resolution.

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