LLB11009X3LLB11009X3 TRANSCEIVER MODULE

Page 1 of 14 Master Agr-rev06.10.10 MASTER AGREEMENT This Master Agreement is made and entered into as of the ___ day of _____, 201_ (the “Effective Date) by and between: Aclara RF Systems Inc. an Ohio corporation 30400 Solon Road Solon, OH 44139 (Referred to herein as “ACLARA”) and (Referred to herein as (“Purchaser”) Collectively, ACLARA and Purchaser may be referred to as “Parties.” Whereas, ACLARA has developed a proprietary Radio Frequency (RF) communication system comprised of equipment and software (the “STAR® Network System”) that provides for communication with electric, gas and water meters and other devices; and Whereas, Purchaser desires to acquire from ACLARA a STAR Network System to be utilized by Purchaser for the automated meter reading of residential, industrial and commercial meters and for other purposes; Now, Therefore, in consideration of the mutual covenants set forth herein, and intending to be legally bound, the Parties agree as follows: 1. Definitions. The following words and phrases shall have the following meanings for the purposes of this Master Agreement. a) “Master Agreement” means this document and the following Exhibits all of which are attached hereto and made a part hereof, and any amendments, modifications or supplements thereto or attachments incorporated therein: i) Exhibit A—List of Deliverables and Pricing ii) Exhibit B—Software License Agreement iii) Exhibit C—Warranties b) “Deliverables” mean the Equipment, Software License and Services listed on Exhibit A—List of Deliverables and Pricing. Page 2 of 14 Master Agr-rev06.10.10 c) “Commercially Reasonable Efforts ” means taking all such steps and performing in such a manner as a well managed company would undertake where it was acting in a determined, prudent and reasonable manner. . d) “Contract Manufacturers” means those entities that manufacture proprietary ACLARA designed equipment. e) “ACLARA Licensed Software” shall have the meaning as it is defined in Exhibit B—Software License Agreement. f) “ACLARA Personnel” means all employees of ACLARA, ACLARA’s subcontractors and their employees, or any other personnel assigned by ACLARA to provide work pursuant to this Master Agreement. ACLARA Personnel shall not include any Purchaser Personnel. g) “Delivery” means, in the case of Equipment purchased hereunder, the loading of the equipment on the means of transport of the carrier selected by ACLARA pursuant to Article 9, below. ”Delivery” means, in the case of Services provided hereunder, the periodic performance of such Services as described herein. h) “Equipment” means that equipment described on Exhibit B—List of Deliverables, Pricing and Delivery Dates that is manufactured by ACLARA or by a Contract Manufacturer. “Equipment” shall not include equipment manufactured by a third party not a Contract Manufacturer, purchased by ACLARA and re-sold pursuant to this Master Agreement. i) “Project Schedule” shall mean the schedule developed in accordance with Article 3, below. j) “Purchaser Personnel” means all employees of Purchaser, Purchaser’s subcontractors and their employees, or any other persons or entities assigned by Purchaser to provide materials, services or labor in furtherance of Purchaser’s installation, deployment and use of Purchaser’s STAR Network System. Purchaser Personnel shall not include any ACLARA Personnel. k) “Services” shall mean those services to be performed by ACLARA as described in herein. l) “Third Party Licensed Software” shall have the meaning as it is defined in Exhibit B—Software License Agreement. Page 3 of 14 Master Agr-rev06.10.10 m) “Work” means all obligations, duties and responsibilities of the Parties necessary to be performed by them in order to accomplish all of their respective obligations under this Master Agreement. 2. Work. Upon the effective date of this Master Agreement, ACLARA shall provide all necessary equipment, software, management, supervision, materials, tools, supplies, facilities and resources necessary to perform its Work in accordance with the terms of this Master Agreement. Upon the effective date of this Master Agreement, Purchaser shall provide all necessary management, supervision, resources and materials required (but not to be supplied by ACLARA hereunder) to perform its Work in accordance with the terms of this Master Agreement. 3. Project Schedule. ACLARA and Purchaser shall meet as expeditiously as possible after the execution of this Agreement to discuss the Start Up Checklist or Project Schedule and related matters (“the kickoff meeting”). Program Managers from ACLARA and Purchaser are responsible for monitoring the Start Up Checklist or Project Schedule so that the delivery dates shown on Exhibit B are met. 4. Term. The term of this Master Agreement shall become effective on the date first above written and shall continue in full force and effect (unless earlier terminated in accordance with this Master Agreement) for a period of ___ months. The Work shall be substantially accomplished within this period unless the Parties agree to an extension of the term of this Master Agreement. Notwithstanding such termination, certain rights and obligations arising under this Master Agreement, including, but not limited to, those contained in Exhibit C—Software License Agreement shall survive the termination of this Master Agreement. The term of this Master Agreement may be extended by mutual agreement of the Parties. The Parties acknowledge that Purchaser may desire to purchase additional equipment following the Expiration of this Agreement. In such case, any such purchases shall be at such prices and delivery shall occur on such dates as the Parties may then agree. All other terms and conditions contained in this Master Agreement shall apply to such Purchases. 5. Time for Performance. a) ACLARA shall use Commercially Reasonable Efforts to deliver the Equipment and Software and provide the Services within the times set forth on Exhibit A. Purchaser …

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ACLARA Technologies LLC 30400 Solon Road . Solon, OH 44139 440-528-7200 Apr 12 th 2012 FCC ID: LLB11009X3 PREVIOUS TYPE ACCEPTANCE The radio transceiver submitted (LLB11009X3) herein is used as a telemetry device for the reading of utility meters. An operationally identical device (LLB6082) was previously submitted for Type Acceptance and received a Grant of Type Acceptance on March 4 th 1998.This earlier version has been in field service since the grant was issued. The block diagram and basic circuit configuration of the new product is identical to that of the original LLB6082. As detailed in “Description of Operation, the block diagram of the LLB11009X3 is similar to LLB6082 device with difference that new device is design to accommodate new application requirements, such: • 2-way communication. • Time synchronization within a complete AMR cell. • Complete AMR cell self testing and control. • To comply with newest regulations for electrical and gas utilities. Also, attached is a “Statement Concerning Compliance with Section 90.203 (j) (3)”. The identical statement was submitted with the application for Type Acceptance of the earlier LLB9975J device. STATEMENT CONCERNING COMPLIANCE WITH SECTION 90.203(J)(3) Introduction Section 90.203 (j)(3) of the Commission’s Rules on transmitters provides, in pertinent part: If the equipment [in the 150-174 and 421-512 MHz bands] is capable of transmitting data and has an overall bandwidth of 6,25 kHz or more, the equipment must be capable of supporting a minimum data rate of 4800 bits per second per 6.25 kHz of bandwidth. 1. Three parties interested in remote utility metering sought reconsideration of this provision to allow alternative showings of spectrum efficiency for low power frequency reuse systems. 2. 2The commission replied: [W]e will provide manufacturers with additional flexibility to design spectrally efficient transmitters. The commission’s Equipment Authorization Division may, on a case by case basis, grant type acceptance to equipment with slower bit rates than specified in Section 90.203(j)(3) and 90-203(j)(5) of our rules, provided that an acceptable technical analysis is submitted with the application, which demonstrate that the slower data rate will provide spectral efficiency than the standard data rate. 3. The present application is for automatic remote meter equipment, and falls squarely within the scope of this exception. When considered as part of a system, the device in question provides spectrum efficiency and channel utilization far excess of 4800 bits/sec per 6.25 kHz. Technical Analysis The device submitted for type acceptance is a Meter Transmitter Unit (MTU). When the system is implemented, an MTU is attached to each utility meter. The MTU periodically transmits meter readings Omni-directionally in transmissions lasting under one-tenth second each. Transmissions from different MTU are independent and uncorrelated. Data-collector Units (DCU) are mounted on a nominal 1 mile grid. A DCU receives and stores the transmissions from all the MTUs in its range. Once, daily, each DCU transfers the accumulated data to a central computer at the utility office via a cell phone mounted on the DCU. MTU bandwidth is 12.5 kHz, so a strict application of section 90.203(j)(3) would require the equipment to support a data rate of 9600 bits/sec. In fact, to minimize component cost and bit error rate, an individual MTU transmits at rate of 7200 bits/sec. The system achieves spectrum (emphasis added) efficiency not through a high bit rate in each individual MTU, but through a high level of frequency re-use achieved by deploying a large number of low-power short range transmitters. As detailed in the Appendix, a typical large installation of MTUs on a single 12.5 kHz channel can support data rates exceeding 100,000 bits/sec. This performance represents spectrum efficiency far in excess of that required under Section 90.203(j)(3). Where a typical commercial user of private land mobile radio spectrum, such as a delivery service, requires a pair of channels to provide two-way communication with dozens of trucks at most, the MTU is a part of a system that uses a single channel to service millions of users and to carry data representing billions of dollars in annual revenue. This is an extremely efficient use of the spectrum, and is consistent with the Commission’s purposes underlying Section 90.203(j)(3). An operationally identical MTU (LLB6082) received a grant of Type Acceptance on March 4, 1998. Automatic Meter Reading Systems incorporating this technology have been in service since March 4, 1998 and have incorporated tens of thousands of transmitters. The MTU described in this application for Certification represents an improved product. An earlier product (LLB5155) operating under the Commission rules then in effect has been in service at hundreds of locations since May of 1996. Public Interest Considerations. Public interest considerations support the development of Automatic Meter reading equipment, such as the device in question. Automatic Meter Reading equipment directly helps to keep consumer rates down in the time of rapidly increasing labor cost. The alternative, traditional door- to-door meter reading, is not only much more expensive, but dangerous for the meter readers, and necessarily exposes consumers to potential security risk in their homes. Equally important in a pro-competitive regulatory environment, Automatic Meter Reading equipment makes possible time –of-use billing, under which a customer’s utility rate varies with time of day or day of the week. Electric time-of-use billing, for example, typically requires a meter read every 15 minutes, which is not feasible without Automatic Meter Reading equipment. Frequent meter-reading is an important component of utility deregulation, because it enables new competitors to tailor service and rates to particular niche markets, profiles of demand, and competitive situations. Furthermor…

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ACLARA Technologies LLC 30400 Solon Road. Solon, OH 44139 440-528-7200 Apr 12th 2012 Federal Communications Commission Office of Engineering and Technology Equipment Approval Services RE : Request for Confidentiality Attached Form 731 – Application FCC ID: LLB11009X3 Dear Sir or Madam: Aclara Technologies LLC. does not wish to publicly disclose certain technical information which is enclosed with this application. The device is sealed and disassembled would destroy the product. This material contains critical trade secrets and we request that the Commission withhold this information from public inspection pursuant to the provisions of Section 0.457(d) and 0.459 of the Commissions Rules, and Section 552(b) (4) of the Freedom of Information Act. MATERIAL TO BE HELD CONFIDENTIAL: File Name Description Number of Pages LLB11009X3_Schematic.pdf Circuit Schematic 2 LLB11009X3_BOM.pdf Bill of materials 4 LLB11009_BlockDiagram.pdf Block Diagram 1 LLB11009X3_OperationDescription.pdf Description of Operations 1 Aclara and its customers have a master Agreement that states (paragraph 13): “Purchaser agrees that ACLARA’s drawings and data, processes, reports, technical data, detailed drawings, internal photographs and specifications, know how, technical information and other information furnished under this Agreement are deemed confidential information and shall be treated as confidential by Purchaser and its employees, Agents and Representatives.” The equipment is permanently sealed. The opening of the device cannot be performed without cutting the sealed unit, resulting in PCB fracture and dislodging o the IC’s along with other components. This will result in product failure. The indicators of destruction caused by opening the enclosure are visual. The seal that forms is sufficiently strong to prevent the seal being broken by hand; mechanical means (band saw, hot knife, etc.) are typically necessary. Any attempt made to destroy the sealing and view the contents would cause destruction and the device would not operate in the environment if it were to be opened. The above listed materials are confidential and are not available to the public or end user. Sincerely, Larry Murphy Executive Director of Engineering Aclara RF 4405287559

.350 .75 .25 NOTES: 1) MATERIAL: 4 MIL PRINTABLE POLYESTER/HIGH STRENGTH ACRYLIC SOLVENT ADHESIVE (AVERY) FASSON SPEC #72828 OR EQUIVALENT 2) BACKGROUND COLOR TO BE PANTONE 429 GRAY 3) TEXT TO BE 0.06" MIN TO 0.08" MAX 4) TEXT COLOR TO BE BLACK D C B A A B C D SCALE: SIZE CAD FILE: DWG. NO. B SHEET1OF1 REV. DATE APPROVALS DRAWN CHECKED RESP ENG MFG ENG QUAL ENG UNLESS OTHERWISE SPECIFIED DIMENSIONS ARE IN INCHES TOLERANCES ARE: FRACTIONS DECIMALS ANGLES MATERIAL FINISH DO NOT SCALE DRAWING APPLICATION USED ONNEXT ASSY 123 456 7 8 8 7 6 5 4 32 1 REVISIONS REV. DATE APPROVED SEE NOTES .XX=.010 .XXX= .005 .XXXX= .0005 1/2 1/64 GDT04/13/12 091-LLB11009X3 8:1 091-LLB11009X3 A 04/16/12 DESCRIPTION A BY GDT ECO#11149 - INITIAL RELEASE LABEL, FCC ID, LLB11009X3 XXX THE WRITTEN PERMISSION OF ACLARA TECHNOLOGIES IS PROHIBITED. ACLARA TECHNOLOGIES. ANY REPRODUCTION IN PART OR WHOLE WITHOUT THE INFORMATION CONTAINED IN THIS DRAWING IS THE SOLE PROPERTY OF PRELIMINARY (C) 2012 ACLARA ALL RIGHTS RESERVED. PROPRIETARY AND CONFIDENTIAL.

ACLARA Technologies LLC 30400 Solon Road . Solon, OH 44139 440-528-7200 Apr 12 th 2012 LLB11009X3 RF Exposure calculations Based on FCC 1.1307 & 2.1091, FCC OET Bulletin 65. (1) Categorically Exclusion from RF exposure Evaluation: According to FCC regulations, RF exposure evaluation is Categorically Excluded if transmitter’s operation frequency is less than 1.5 GHz and ERP is less than 1.5 watt. (2) Absolute Maximum specifications of LLB11009X3 transmitter • Operational frequency band 450 MHz to 470 MHz. • The LLB11009X3 transmitter is measured for Max RF Power = 0.891 W. • Absolute Maximum transmission time (duration) for any ACLARA transmitters does not exceed 100 mS (0.10second). • Transmission period – Absolute maximum is 4 transmissions per hour. • All Aclara Transmitters utilize FSK modulation. (3) Average RF Power Calculation: FCC regulations on permissible RF exposure are not based on peak envelope power (PEP), but on average power (P_ave) over a 30-minute time period for uncontrolled environments. As mentioned in (2), during any 30 minute Hexagram MTU can transmit only two times. Duration = 0.10 second. With maximum RF radiation equal to .891 W, the Average RF Power over 30 minutes is: P_ave (worst case) at 30 minute = .891 W*2* [0.10sec/((30*60)sec)] = 0.099mW (4) Maximum Radiated Power Density prediction (S): To predict power density (S) at distance R=20 cm from transmitter with P_ave = 0.099mW, next formula is used: S = P_ave/(4*(PI)*R^2) For the worst of the worst worst-case prediction of power density at or near a transmitter surface let’s use: S = P_ave/((PI)*R^2) = 0.099mW/(4*3.14*20cm*20cm) = 19.7 uW/cm^2. This is the worst case of the near field power density of LLB11009X3 transmitter. (5) Maximum Permissible Exposure (MPE) from LLB11009X3: AS FCC require, the maximum permissible exposure for general public in “uncontrolled situation” at 20 cm is: MPE = 460MHz/1500 = 0.440 mW/cm^2. By comparing results in (4) and (5), S=19.7 uW/cm^2 < MPE=0.440 mW/cm^2. We see that LLB11009X3 fully complies with RF safety at a distance of 20 cm. Sincerely, Larry Murphy Executive Director of Engineering 440-528-7200 [email protected]

James R. Pollock 30400 Solon Road Solon Ohio 44139 (440)528-7200 ENGINEERING TEST REPORT RADIO-FREQUENCY EMISSIONS TEST REPORT FOR HIGH READ-RATE GAS METER TRANSMITTING UNIT Model 2011-009, Rev. A FCC ID: LLB11009X3 March 30, 2012 Report Prepared by Agency Certification Control Technician ACLARA TECHNOLOGIES LLC 2 TEST REPORT INTRODUCTION The Aclara Model 2011-009 transceiver is a “Meter Transmitting Unit” (MTU) designed to provide remote meter reading capability for a gas meter. The transceiver is self-powered and mounts directly on a Sprague gas meter. On board batteries provide power. The transmitter provides a very short, intermittent radio frequency transmission to send a remote reading of the meter to a data collector unit. A microprocessor provides timing, control and data processing functions. The internal antenna is inaccessible to the user and no external antenna is provided. Two identical units were used as a test subjects for this report. The unit used for each test is identified under the test procedure. This report presents the data obtained in support of an application for Certification under Part 90 of the FCC rules. MEASUREMENTS PERFORMED Low Frequency Emissions Page 3 Power Output and Spurious Emissions Page 4 with test set up photographs Occupied Bandwidth Page 11 Frequency Stability vs. Temperature Page 13 Frequency Stability vs. Supply Voltage Page 14 Transient Stability Page 16 3 LOW FREQUENCY EMISSIONS Low frequency emissions from the 2011-009 were examined from 9 kHz to 330 MHz using a vertical monopole antenna and a biconical antenna. Non-harmonic emissions above 330 MHz to 1000 MHz were determined with tuned dipoles. All emissions observed between 9 kHz and 1 GHz, other than the harmonics of the transmitter were determined to be more than 30 dB below the limit levels of Part 90.210. TEST EQUIPMENT USED Spectrum Analyzer Hewlett-Packard Model 8593EM Spectrum Analyzer SN: 3536A00147 Cal Due: 8/24/2012 Antennas AH Systems Model SAS-200/550-1 Vertical Monopole SN::402 Frequency Range 6 kHz – 50 MHz Cal Date: 6/9/2011 Cal Due: 6/9/2012 AH Systems Model FCC-4 Tuned Dipole SN: 592A Frequency Range 325 – 1000 MHz Cal Date: 8/19/2011 Cal Due: 8/19/2012 AH Systems Model SAS-540 Biconical SN: 705 Frequency Range 20 MHz – 330 MHz Cal Date: 9/23/2011 Cal Due: 9/23/2012 Tests Performed: November 30, 2011 Unit Tested: 2011-009 Rev. A SN: 80002778 4 POWER OUTPUT AND SPURIOUS EMISSIONS Within the tuning range of 450 – 470 MHz, the transmitter portion of the Model 2011- 009 (EUT) was examined at three fundamental frequencies and their harmonics. Measurements below 1 GHz were made at a 3-meter distance on the Smith Electronics open area test site located at 8200 Snowville Road, Brecksville, OH. Data pertinent to this site is on file with the FCC (Reg. #90938). The harmonic measurements above 1 GHz were made at a distance of 1 meter over a suitable ground plane. The measurements were made using the substitution method described in TIA/EIA-603-C. Tuned dipoles were used for measurements below 1000 MHz and a wave-guide antenna was used above 1000 MHz. A spectrum analyzer was used as a receiver. The transmitter was placed on a remotely rotatable, non-conducting test stand. This general set up is shown in Pictorial 1. Because of the intermittent nature of the normally operating transmitter, the transmitter was forced to transmit continuously with a 30 seconds on and 30 seconds off cycle for these measurements. Power to the meter necessary to sustain the transmission was provided by an external 6 V battery. With the transmitter powered and the test receiver tuned to the unmodulated signal, the transmitter under test was rotated to the position of maximum signal. The receiving antenna was then varied between 1 and 4 meters in height to again maximize the signal. Measurements were made with the antennas positioned both vertically and horizontally and the maximum signals recorded. Peak detection was used for the signals below 1000 MHz and average detection above 1000 MHz. After the maximum received meter readings were obtained for each frequency and polarity, the transmitter under test was removed from the area and replaced by a signal generator and transmitting antenna. With the transmit antenna placed as close as possible to the position of the test unit, the signal generator was activated at a test frequency. With the signal detected, the receiving antenna was positioned for maximum reception. The signal generator output was then adjusted until the received signal was equal to the previously received signal from the unit under test. These measurements were repeated for each frequency and antenna orientation and the maximum values obtained are noted in Tables 1a – 1c. In order to convert the signal generator output value to equivalent radiated power from a dipole, the following equation is used: P d = P g – cable loss(dB) + antenna gain(dB d ) where: P d is the dipole equivalent power in dBm, P g is the generator output into the substitution antenna, also in dBm, and “antenna gain” is the dB gain of the substitution antenna with respect to a theoretical dipole. According to 90.210(d)(3) all emissions greater than 12.5 kHz from the center of the authorized band shall be attenuated below the unmodulated carrier by 50 + 10log(P). The determined power outputs, the required harmonic attenuation as well as the attenuation for each harmonic are found in Tables 1a – 1c. 5 PICTORIAL 1 ACLARA MODEL 2011-009 MTU OUTPUT POWER AND SPURIOUS EMISSIONS TYPICAL TEST SETUP 6 PICTORIAL 2 ACLARA MODEL 2011-009 MTU OUTPUT POWER AND SPURIOUS EMISSIONS TYPICAL TEST SETUP EUT 2011-009 External Battery 7 TABLE 1a ACLARA MODEL 2011-009 TRANSMITTER SUBSTITUTION METHOD 450 MHz Horizontal 3 meter measurement using tuned dipole antenna Freq. (MHz) Gen. Output (dB) Coax Loss (dB) Ant. Gain (dBd) Dipole Eq. Power (dBm) Difference (dB) 450 28.6 2.1 -1.0 25.5 900 -24 3.2 -0.7 -27.9 -53.4 Horizontal 1 meter measurement us…

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