Common use of Representations of the Purchaser Clause in Contracts

Representations of the Purchaser. Because of the exemptions from the registration requirements of the federal Securities Act of 1933 (the “Act”) and from the qualification requirements of the California Corporate Securities Law of 1968 (the “Law”) relied upon by the Company in making the sale of the Stock to Purchaser, Purchaser hereby warrants that Purchaser: 2.1 Is purchasing the Stock for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Act or the Law. 2.2 Understands that the Stock has not been registered under the Act or qualified under the Law by reason of specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. In this connection, the Purchaser understands that, in the view of the Securities and Exchange Commission (the “Commission”), the statutory basis for such exemption from the Act may not be available if the Purchaser’s representations mean that the Purchaser’s present intention is to hold the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 2.3 Further understands that the Stock must be held indefinitely unless it is subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available. 2.4 Is aware of Rule 144 promulgated under the Act which permits limited public resale of stock acquired in a non-public offering, subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about the Company, the passage of not less than six months (one year in certain circumstances) after the holder has purchased and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or to “market maker”, and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company at the time of sale and has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year in certain circumstances) prior to their sale. The Purchaser understands that the Company’s Common Stock may not be publicly traded or the Company may not be satisfying the current public information requirements of Rule 144 at the time the Purchaser wishes to sell the Stock; and thus, the Purchaser may be precluded from selling the Stock under Rule 144 even though the minimum holding period may have been satisfied. In addition, the Purchaser is aware that Rule 144 does not affect the Purchaser’s obligations under the Law and, notwithstanding the availability of Rule 144, the Stock may not be sold unless it is qualified under the Law or an exemption from such qualification is available. 2.5 Further understands that in the event the requirements of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition of the Stock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 2.6 Has either (i) a preexisting business or personal relationship with the Company or its directors or officers or (ii) by reason of Purchaser’s business or financial experience, the capacity to protect Purchaser’s own interest in connection with the transactions contemplated by this Agreement. 2.7 Without in any way limiting the representations set forth above and subject to compliance with Sections 4, 5 and 6 below, Purchaser further agrees not to make any disposition of all or any portion of the Stock unless and until: 2.7.1 There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or 2.7.2 Purchaser shall: (i) have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Silver Spring Networks, Inc. Restricted Stock Grant Agreement or qualification under the Law or other applicable state securities laws. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 2.7.3 Notwithstanding the provisions of Sections 2.7.1 and 2.7.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer (as defined in Section 6.1) by a Purchaser by gift, will or intestate succession to any family member who is a Permitted Transferee (as defined in Section 2.7.4), if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Purchaser hereunder. 2.7.4 Purchaser may transfer all or any part of the Stock to his or her spouse, to his or her ancestors or lineal descendants (whether natural or adopted) or the spouses of any of such persons, to any trust solely for the benefit of the Purchaser or any of the foregoing persons, or to any corporation in which the Purchaser owns one hundred percent (100%) of the capital stock (hereinafter referred to collectively as the “Permitted Transferees”), provided that each such Permitted Transferee shall first agree in writing to be bound by the terms and provisions of this Agreement. Each Permitted Transferee under this Section 2.7.4 shall hold any Stock transferred to such Permitted Transferee subject to all of the provisions of this Agreement, and shall make no further transfers other than as provided herein. Any change in the ownership of a corporation to which a permitted transfer has been made, or any change in a beneficiary of a trust to which a permitted transfer has been made to a beneficiary other than a foregoing permitted family member, shall be deemed to constitute a transfer of shares of Stock to other than a Permitted Transferee and shall be subject to the terms and provisions of this Agreement, including, without limitation, the right of repurchase and the right of first refusal set forth in Section 5 and Section 6 hereof, respectively. 2.8 Is aware that the receipt of the Stock by him is the receipt of income for state and federal income tax purposes in an amount equal to the fair market value per share of the Stock upon the date restrictions upon forfeiture of the Stock lapse or upon the date the filing of an appropriate election under Section 83(b) (“83b Election”) of the Internal Revenue Code is made by Purchaser. Purchaser understands that the Company will withhold income and other payroll taxes from Purchaser’s compensation as a result of the issuance of the Stock to him hereunder. Purchaser has consulted a tax advisor and is aware of the consequences of making a timely 83b Election and the consequences of not making such an election. Purchaser is aware such election must be made with the Internal Revenue Service (“IRS”) within 30 days of the date of this Agreement (the IRS makes no exceptions) and that Purchaser is solely responsible for making an 83b Election. If an 83b Election is made, the Purchaser must meet other requirements including filing a copy of the original 83b Election with Purchaser’s tax return and providing a copy to the Company. Silver Spring Networks, Inc. Restricted Stock Grant Agreement

Representations of the Purchaser. Because of the exemptions from the registration requirements of the federal Securities Act of 1933 (the “Act”) and from the qualification requirements of the California Corporate Securities Law of 1968 (the “Law”) relied upon by the Company in making the sale of the Stock to Purchaser, Purchaser hereby warrants that Purchaser: 2.1 Is purchasing the Stock for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Act or the Law. 2.2 Understands that the Stock has not been registered under the Act or qualified under the Law by reason of specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. In this connection, the Purchaser understands that, in the view of the Securities and Exchange Commission (the “Commission”), the statutory basis for such exemption from the Act may not be available if the Purchaser’s representations mean that the Purchaser’s present intention is to hold the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 2.3 Further understands that the Stock must be held indefinitely unless it is subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available. 2.4 Is aware of Rule 144 promulgated under the Act which permits limited public resale of stock acquired in a non-public offering, subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about the Company, the passage of not less than six months (one year in certain circumstances) after the holder has purchased and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or to “market maker”, and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company at the time of sale and has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year in certain circumstances) prior to their sale. The Purchaser understands that the Company’s Common Stock may not be publicly traded or the Company may not be satisfying the current public information requirements of Rule 144 at the time the Purchaser wishes to sell the Stock; and thus, the Purchaser may be precluded from selling the Stock under Rule 144 even though the minimum holding period may have been satisfied. In addition, the Purchaser is aware that Rule 144 does not affect the Purchaser’s obligations under the Law and, notwithstanding the availability of Rule 144, the Stock may not be sold unless it is qualified under the Law or an exemption from such qualification is available. 2.5 Further understands that in the event the requirements of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition of the Stock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 2.6 Has either (i) a preexisting business or personal relationship with the Company or its directors or officers or (ii) by reason of Purchaser’s business or financial experience, the capacity to protect Purchaser’s own interest in connection with the transactions contemplated by this Agreement. 2.7 Without in any way limiting the representations set forth above and subject to compliance with Sections 4, 5 and 6 below, Purchaser further agrees not to make any disposition of all or any portion of the Stock unless and until: 2.7.1 There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or 2.7.2 Purchaser shall: (i) have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Silver Spring Networks, Inc. Restricted Stock Grant Agreement or qualification under the Law or other applicable state securities laws. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 2.7.3 Notwithstanding the provisions of Sections 2.7.1 and 2.7.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer (as defined in Section 6.1) by a Purchaser by gift, will or intestate succession to any family member who is a Permitted Transferee (as defined in Section 2.7.4), if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Purchaser hereunder. 2.7.4 Purchaser may transfer all or any part of the Stock to his or her spouse, to his or her ancestors or lineal descendants (whether natural or adopted) or the spouses of any of such persons, to any trust solely for the benefit of the Purchaser or any of the foregoing persons, or to any corporation in which the Purchaser owns one hundred percent (100%) of the capital stock (hereinafter referred to collectively as the “Permitted Transferees”), provided that each such Permitted Transferee shall first agree in writing to be bound by the terms and provisions of this Agreement. Each Permitted Transferee under this Section 2.7.4 shall hold any Stock transferred to such Permitted Transferee subject to all of the provisions of this Agreement, and shall make no further transfers other than as provided herein. Any change in the ownership of a corporation to which a permitted transfer has been made, or any change in a beneficiary of a trust to which a permitted transfer has been made to a beneficiary other than a foregoing permitted family member, shall be deemed to constitute a transfer of shares of Stock to other than a Permitted Transferee and shall be subject to the terms and provisions of this Agreement, including, without limitation, the right of repurchase and the right of first refusal set forth in Section 5 and Section 6 hereof, respectively. 2.8 Is aware that the receipt of the Stock by him is the receipt of income for state and federal income tax purposes in an amount equal to the fair market value per share of the Stock upon the date restrictions upon forfeiture of the Stock lapse or upon the date the filing of an appropriate election under Section 83(b) (“83b Election”) of the Internal Revenue Code is made by Purchaser. Purchaser understands that the Company will withhold income and other payroll taxes from Purchaser’s compensation as a result of the issuance of the Stock to him hereunder. Purchaser has consulted a tax advisor and is aware of the consequences of making a timely 83b Election and the consequences of not making such an election. Purchaser is aware such election must be made with the Internal Revenue Service (“IRS”) within 30 days of the date of this Agreement (the IRS makes no exceptions) and that Purchaser is solely responsible for making an 83b Election. If an 83b Election is made, the Purchaser must meet other requirements including filing a copy of the original 83b Election with Purchaser’s tax return and providing a copy to the Company. Silver Spring Networks, Inc. Restricted Stock Grant Agreement

Representations of the Purchaser. Because of the exemptions from the registration requirements of the federal Securities Act of 1933 (the “Act”) The Purchaser represents and from the qualification requirements of the California Corporate Securities Law of 1968 (the “Law”) relied upon by warrants to the Company in making the sale of the Stock to Purchaser, Purchaser hereby warrants that Purchaseras follows: 2.1 Is purchasing (a) It is acquiring the Stock Note and the Shares for investment for the Purchaser’s its own account only and not with a view toto the resale, transfer or for resale in connection with, other disposition thereof and any “distribution” thereof within sale or disposition of the meaning of Note or the Shares will be made only if the Note or the Shares are registered under the Act or the Law. 2.2 Understands sale or disposition is made in compliance with an exemption under the Act or the rules thereunder and any applicable state securities laws. It understands that the Stock has Note and the Shares have not been registered under the Act or qualified under the Law by reason of specific specified exemptions therefrom, which exemptions may depend upon, among other things, from the bona fide nature registration provisions of the Purchaser’s investment intent as expressed herein. In this connection, the Purchaser understands that, in the view of the Securities and Exchange Commission Act. (the “Commission”), the statutory basis for such exemption from the Act may not be available if the Purchaser’s representations mean i) It acknowledges that the Purchaser’s present intention is to hold Note and the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 2.3 Further understands that the Stock Shares must be held indefinitely unless it is they are subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available. 2.4 Is . It has been advised or is aware of Rule the provisions of Rules 144 and 144A promulgated under the Act Act, which permits limited public permit the resale of stock acquired securities purchased in a non-public offering, private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about the Company, the passage of not less than six months (one year in certain circumstances) after the holder has purchased conditions and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or to “market maker”, and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company at the time of sale and has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year in certain circumstances) prior to their sale. The Purchaser understands that the Company’s Common Stock Rules may not be publicly traded or available for sale of the Company may not be satisfying Note and the current public information requirements of Rule 144 at the time the Purchaser wishes to sell the Stock; and thus, the Purchaser may be precluded from selling the Stock under Rule 144 even though the minimum holding period may have been satisfied. In addition, the Purchaser is aware that Rule 144 does not affect the Purchaser’s obligations under the Law and, notwithstanding the availability of Rule 144, the Stock may not be sold unless it is qualified under the Law or an exemption from such qualification is availableShares. 2.5 Further understands that in the event the requirements of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition of the Stock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 2.6 Has either (i) a preexisting business or personal relationship with the Company or its directors or officers or (ii) It acknowledges that all certificates representing the Note and the Shares will have endorsed thereon legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144A OR RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AGAINST SALE CONTAINED IN A CERTAIN AGREEMENT BETWEEN AND AMONG THE REGISTERED OWNER OF THIS CERTIFICATE AND CERTAIN OTHER HOLDERS OF THE CORPORATION, AND A COPY OF SAID AGREEMENT IS AVAILABLE FOR INSPECTION, WITHOUT CHARGE, AT THE OFFICES OF THE CORPORATION. Such legend shall be removed by reason the Company upon delivery to it of Purchaser’s business or financial experience, an opinion of counsel to the capacity Company (which opinion and counsel rendering same shall be reasonably satisfactory to protect Purchaser’s own interest in connection with the transactions contemplated by this Agreement. 2.7 Without in any way limiting the representations set forth above and subject to compliance with Sections 4, 5 and 6 below, Purchaser further agrees not to make any disposition of all or any portion of the Stock unless and until: 2.7.1 There is then in effect Company) that a registration statement under the Act covering is at the time effective with respect to the transfer of the legended security or that such proposed disposition security may be transferred without such registration statement being in effect and such disposition without the requirements of a legend on the certificate in the hands of the transferee. (c) It has had an opportunity to discuss the Company's business, management and financial affairs with its management and has had the opportunity to review the Company's facilities. It is made not subscribing for the Note and the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or any solicitation of a subscription by a person not previously known to it in connection with investments in securities generally. (d) It has full power and authority to enter into and to perform this Agreement in accordance with such Registration Statement; or 2.7.2 Purchaser shall: its terms. All action (icorporate or otherwise) have notified on the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Silver Spring Networks, Inc. Restricted Stock Grant Agreement or qualification under the Law or other applicable state securities laws. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 2.7.3 Notwithstanding the provisions of Sections 2.7.1 and 2.7.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer (as defined in Section 6.1) by a Purchaser by gift, will or intestate succession to any family member who is a Permitted Transferee (as defined in Section 2.7.4), if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Purchaser hereunder. 2.7.4 Purchaser may transfer all or any part of the Stock to his Purchaser necessary for the authorization, execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated herein has been taken. This Agreement is a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by or her spouse, to his or her ancestors or lineal descendants (whether natural or adopted) or the spouses of any of such persons, subject to any trust solely for bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the benefit enforcement of the Purchaser or any of the foregoing personscreditors' rights generally, or to any corporation in which the Purchaser owns one hundred percent (100%) of the capital stock (hereinafter referred to collectively as the “Permitted Transferees”), provided that each such Permitted Transferee shall first agree in writing to be bound by the terms and provisions of this Agreement. Each Permitted Transferee under this Section 2.7.4 shall hold any Stock transferred to such Permitted Transferee subject to all general principles of equity. (e) It has been advised or is aware of the provisions of this AgreementRegulation D promulgated under the Act relating to the accreditation of investors, and shall make no further transfers other than it is an "accredited investor" as provided herein. Any change defined in the ownership of a corporation to which a permitted transfer has been made, or any change in a beneficiary of a trust to which a permitted transfer has been made to a beneficiary other than a foregoing permitted family member, shall be deemed to constitute a transfer of shares of Stock to other than a Permitted Transferee and shall be subject to the terms and provisions of this Agreement, including, without limitation, the right of repurchase and the right of first refusal set forth in Section 5 and Section 6 hereof, respectively. 2.8 Is aware that the receipt of the Stock by him is the receipt of income for state and federal income tax purposes in an amount equal to the fair market value per share of the Stock upon the date restrictions upon forfeiture of the Stock lapse or upon the date the filing of an appropriate election under Section 83(b) (“83b Election”) of the Internal Revenue Code is made by Purchaser. Purchaser understands that the Company will withhold income and other payroll taxes from Purchaser’s compensation as a result of the issuance of the Stock to him hereunder. Purchaser has consulted a tax advisor and is aware of the consequences of making a timely 83b Election and the consequences of not making such an election. Purchaser is aware such election must be made with the Internal Revenue Service (“IRS”) within 30 days of the date of this Agreement (the IRS makes no exceptions) and that Purchaser is solely responsible for making an 83b Election. If an 83b Election is made, the Purchaser must meet other requirements including filing a copy of the original 83b Election with Purchaser’s tax return and providing a copy to the Company. Silver Spring Networks, Inc. Restricted Stock Grant AgreementRegulation D.

Representations of the Purchaser. Because The Purchaser (and the BSkyB Guarantor where so mentioned below) hereby represents and warrants to the Seller in the form of an independent undertaking (Section 311 German Civil Code (BGB)) that the statements set forth in this § 6 are true and correct, in each case as of the exemptions from date hereof and also that the registration requirements statements set forth in this § 6 will be true and correct as of the federal Securities Act Closing Date: 6.1 The Purchaser and the BSkyB Guarantor are each duly incorporated and validly existing under the laws of 1933 their jurisdictions and have full power to conduct their respective businesses as conducted at the date of this Agreement. 6.2 Subject only to the BSkyB Resolution having been approved in accordance with the listing rules (the “Act”as amended from time to time) and from the qualification requirements of the California Corporate Securities Law UK Listing Authority made under section 73A Financial Services and Markets ▇▇▇ ▇▇▇▇ (“Listing Rules”), the Purchaser and the BSkyB Guarantor each have corporate power and authority to enter into and perform this Agreement and any agreement entered into pursuant to the terms of 1968 this Agreement to which each is a party and the provisions of this Agreement and any agreement entered into pursuant to the terms of this Agreement, constitute valid and binding obligations on the Purchaser and the BSkyB Guarantor to the extent each is a party and are enforceable against the Purchaser and the BSkyB Guarantor (as applicable) in accordance with their respective terms. The “BSkyB Resolution” means the “Law”resolution of the shareholders of BSkyB Guarantor (other than 21st Guarantor or any Affiliate of 21st Guarantor) relied upon to be set out in the notice of general meeting which will form part of the circular to be despatched by BSkyB Guarantor to its members relating to the Company in making approval of (i) the acquisition of the Target Company; (ii) the acquisition of Sky Italia and (iii) the sale of the Stock to PurchaserJV Stake, Purchaser hereby warrants that Purchaser: 2.1 Is purchasing the Stock for investment for the Purchaser’s own account only which is required by Chapter 10 and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning Chapter 11 of the Act or the LawListing Rules. 2.2 Understands that 6.3 The Purchaser and the Stock has not been registered under the Act or qualified under the Law BSkyB Guarantor have duly authorised, executed and delivered this Agreement and will, at Closing, have respectively authorised, executed and delivered any agreements to be entered into by reason either of specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. In this connection, the Purchaser understands that, in the view of the Securities and Exchange Commission (the “Commission”), the statutory basis for such exemption from the Act may not be available if the Purchaser’s representations mean that the Purchaser’s present intention is to hold the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 2.3 Further understands that the Stock must be held indefinitely unless it is subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available. 2.4 Is aware of Rule 144 promulgated under the Act which permits limited public resale of stock acquired in a non-public offering, subject them pursuant to the satisfaction terms of certain conditions, including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about the Company, the passage of not less than six months (one year in certain circumstances) after the holder has purchased and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or to “market maker”, and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company at the time of sale and has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year in certain circumstances) prior to their sale. The Purchaser understands that the Company’s Common Stock may not be publicly traded or the Company may not be satisfying the current public information requirements of Rule 144 at the time the Purchaser wishes to sell the Stock; and thus, the Purchaser may be precluded from selling the Stock under Rule 144 even though the minimum holding period may have been satisfied. In addition, the Purchaser is aware that Rule 144 does not affect the Purchaser’s obligations under the Law and, notwithstanding the availability of Rule 144, the Stock may not be sold unless it is qualified under the Law or an exemption from such qualification is available. 2.5 Further understands that in the event the requirements of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition of the Stock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 2.6 Has either (i) a preexisting business or personal relationship with the Company or its directors or officers or (ii) by reason of Purchaser’s business or financial experience, the capacity to protect Purchaser’s own interest in connection with the transactions contemplated by this Agreement. 2.7 Without in any way limiting 6.4 Subject to the representations set forth above and subject to compliance with Sections 4, 5 and 6 below, Purchaser further agrees not to make any disposition of all or any portion of the Stock unless and until: 2.7.1 There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made BSkyB Resolution having been approved in accordance with such Registration Statement; or 2.7.2 the Listing Rules, the execution and delivery by the Purchaser shall: (i) have notified and the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionBSkyB Guarantor, and (ii) if reasonably requested the performance by the CompanyPurchaser and the BSkyB Guarantor, Purchaser shall have furnished the Company with an opinion of counseltheir respective obligations under, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Silver Spring Networks, Inc. Restricted Stock Grant this Agreement or qualification under the Law or other applicable state securities laws. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 2.7.3 Notwithstanding the provisions of Sections 2.7.1 and 2.7.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer (as defined in Section 6.1) by a Purchaser by gift, will or intestate succession to any family member who is a Permitted Transferee (as defined in Section 2.7.4), if the transferee agrees in writing agreement to be subject entered into by either of them pursuant to the terms hereof to the same extent of this Agreement will not: (a) result in a breach of or conflict with any provision of their respective articles of association, by-laws or equivalent constitutional documents, as if he or she were an original Purchaser hereunderapplicable; nor (b) result in a breach of any Applicable Laws. 2.7.4 Purchaser may transfer all 6.5 No order has been made, petition presented or any part of the Stock to his or her spouse, to his or her ancestors or lineal descendants (whether natural or adopted) or the spouses of any of such persons, to any trust solely meeting convened for the benefit winding up of the Purchaser or the BSkyB Guarantor, nor has any such entity received notice of any other action taken in relation to the appointment of an administrator, liquidator, receiver, administrative receiver, compulsory manager or any provisional liquidator (or equivalent in any other jurisdiction) (or other process whereby the business is terminated and the assets of the foregoing persons, company concerned are distributed amongst the creditors or to shareholders or any corporation in which the Purchaser owns one hundred percent (100%) of the capital stock (hereinafter referred to collectively as the “Permitted Transferees”other contributors), provided that each such Permitted Transferee shall first agree and there are no proceedings under any applicable insolvency, reorganisation or similar laws in writing to be bound by the terms and provisions of this Agreement. Each Permitted Transferee under this Section 2.7.4 shall hold any Stock transferred to such Permitted Transferee subject to all of the provisions of this Agreementrelevant jurisdiction, and shall make no further transfers other than as provided herein. Any change in the ownership of a corporation to which a permitted transfer has been madeevents have occurred which, or under Applicable Laws, would justify any change in a beneficiary of a trust to which a permitted transfer has been made to a beneficiary other than a foregoing permitted family member, shall be deemed to constitute a transfer of shares of Stock to other than a Permitted Transferee and shall be subject to the terms and provisions of this Agreement, including, without limitation, the right of repurchase and the right of first refusal set forth in Section 5 and Section 6 hereof, respectivelysuch proceedings. 2.8 Is aware that the receipt of the Stock by him is the receipt of income for state and federal income tax purposes in an amount equal to the fair market value per share of the Stock upon the date restrictions upon forfeiture of the Stock lapse or upon the date the filing of an appropriate election under Section 83(b) (“83b Election”) of the Internal Revenue Code is made by Purchaser. Purchaser understands that the Company will withhold income and other payroll taxes from Purchaser’s compensation as a result of the issuance of the Stock to him hereunder. Purchaser has consulted a tax advisor and is aware of the consequences of making a timely 83b Election and the consequences of not making such an election. Purchaser is aware such election must be made with the Internal Revenue Service (“IRS”) within 30 days of the date of this Agreement (the IRS makes no exceptions) and that Purchaser is solely responsible for making an 83b Election. If an 83b Election is made, the Purchaser must meet other requirements including filing a copy of the original 83b Election with Purchaser’s tax return and providing a copy to the Company. Silver Spring Networks, Inc. Restricted Stock Grant Agreement

Representations of the Purchaser. Because (a) The Purchaser hereby makes the representations and warranties to the Company contained in this Section 5(a), as of the exemptions from the registration requirements date hereof. The Purchaser has all requisite power, authority and legal right to execute, deliver, enter into, consummate and perform this Purchase Agreement. For purposes of the federal Securities Act application of 1933 (the “Act”) and from the qualification requirements state securities laws, each Purchaser represents that it is a resident of the California Corporate Securities Law state set forth in the Purchaser's address on the signature page of 1968 this Agreement. The Purchaser has duly executed and delivered this Purchase Agreement, and this Purchase Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally. (b) The Purchaser hereby represents to the “Law”Company (as of the date hereof and as of the Closing Date hereunder) relied upon that the Purchaser is capable of evaluating the risk of its investment in the Notes, the Series B Preferred Stock and the Warrants being purchased by it and is able to bear the economic risk of such investment, that (except as the Purchaser has otherwise advised the Company and the Purchaser's counsel in writing) it is purchasing the Notes, the Series B Preferred Stock and the Warrants to be purchased by it for its own account, and that the Notes, the Series B Preferred Stock and the Warrants are being purchased by the Company in making the sale of the Stock to Purchaser, Purchaser hereby warrants that Purchaser: 2.1 Is purchasing the Stock for investment for the Purchaser’s own account only and not with a present view to, or for resale to any distribution thereof in connection with, violation of any “distribution” thereof within the meaning of the Act or the Law. 2.2 Understands that the Stock has not been registered under the Act or qualified under the Law by reason of specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. In this connection, the Purchaser understands that, in the view of the Securities and Exchange Commission (the “Commission”), the statutory basis for such exemption from the Act may not be available if the Purchaser’s representations mean that the Purchaser’s present intention is to hold the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 2.3 Further understands that the Stock must be held indefinitely unless it is subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available. 2.4 Is aware of Rule 144 promulgated under the Act which permits limited public resale of stock acquired in a non-public offering, subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about the Company, the passage of not less than six months (one year in certain circumstances) after the holder has purchased and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or to “market maker”, and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company at the time of sale and has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year in certain circumstances) prior to their sale. The Purchaser understands that the Company’s Common Stock may not be publicly traded or the Company may not be satisfying the current public information requirements of Rule 144 at the time the Purchaser wishes to sell the Stock; and thus, the Purchaser may be precluded from selling the Stock under Rule 144 even though the minimum holding period may have been satisfied. In addition, the Purchaser is aware that Rule 144 does not affect the Purchaser’s obligations under the Law and, notwithstanding the availability of Rule 144, the Stock may not be sold unless it is qualified under the Law or an exemption from such qualification is available. 2.5 Further understands that in the event the requirements of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition of the Stock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 2.6 Has either (i) a preexisting business or personal relationship with the Company or its directors or officers or (ii) by reason of Purchaser’s business or financial experience, the capacity to protect Purchaser’s own interest in connection with the transactions contemplated by this Agreement. 2.7 Without in any way limiting the representations set forth above and subject to compliance with Sections 4, 5 and 6 below, Purchaser further agrees not to make any disposition of all or any portion of the Stock unless and until: 2.7.1 There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or 2.7.2 Purchaser shall: (i) have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Silver Spring Networks, Inc. Restricted Stock Grant Agreement or qualification under the Law or other applicable state securities laws. It is agreed understood that the disposition of the Purchaser's property shall at all times be within the Purchaser's control. If the Purchaser should in the future decide to dispose of any of its Notes, Series B Preferred Stock, Warrants or Shares, it is understood that it may do so but only in compliance with the Securities Act and applicable securities laws. The Purchaser hereby represents to the Company will not require opinions (as of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 2.7.3 Notwithstanding the provisions date hereof and as of Sections 2.7.1 and 2.7.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer (the Closing Date hereunder) that the Purchaser is an "accredited investor" as defined in Section 6.1Rule 501(a) by a under the Securities Act. (c) The Purchaser by gift, will or intestate succession to any family member who is a Permitted Transferee has received and reviewed copies of the Company's Forms 10-K (as defined in Section 2.7.4year ending 1994), if the transferee agrees 10-Q (quarter ending March 31, 1994), 8-Ks filed in writing to be subject calendar year 1995 prior to the terms hereof to the same extent as if he or she were an original Purchaser hereunder. 2.7.4 Purchaser may transfer all or any part of the Stock to his or her spouse, to his or her ancestors or lineal descendants (whether natural or adopted) or the spouses of any of such persons, to any trust solely for the benefit of the Purchaser or any of the foregoing persons, or to any corporation in which the Purchaser owns one hundred percent (100%) of the capital stock (hereinafter referred to collectively as the “Permitted Transferees”), provided that each such Permitted Transferee shall first agree in writing to be bound by the terms and provisions of this Agreement. Each Permitted Transferee under this Section 2.7.4 shall hold any Stock transferred to such Permitted Transferee subject to all of the provisions of this Agreementdate hereof, and shall make no further transfers other than as provided herein. Any change in the ownership of a corporation to which a permitted transfer has been made, or any change in a beneficiary of a trust to which a permitted transfer has been made to a beneficiary other than a foregoing permitted family member, shall be deemed to constitute a transfer of shares of Stock to other than a Permitted Transferee and shall be subject to the terms and provisions of this Agreement, including, without limitation, the right of repurchase and the right of first refusal set forth in Section 5 and Section 6 hereof, respectively. 2.8 Is aware that the receipt of the Stock by him is the receipt of income for state and federal income tax purposes in an amount equal to the fair market value per share of the Stock upon the date restrictions upon forfeiture of the Stock lapse or upon the date the filing of an appropriate election under Section 83(b) (“83b Election”) of the Internal Revenue Code is made by Purchaser. Purchaser understands that the Company will withhold income and other payroll taxes from Purchaser’s compensation as a result of the issuance of the Stock to him hereunder. Purchaser has consulted a tax advisor and is aware of the consequences of making a timely 83b Election and the consequences of not making such an election. Purchaser is aware such election must be made with the Internal Revenue Service (“IRS”) within 30 days of the date of this Agreement (the IRS makes no exceptions) and that Purchaser is solely responsible for making an 83b Election. If an 83b Election is made, the Purchaser must meet other requirements including filing a copy of the original 83b Election with Purchaser’s tax return and providing a copy to the Company. Silver Spring NetworksConfidential Information Memorandum dated March 1995 prepared by Jesup & L▇▇▇▇▇ Capital Markets, Inc. Restricted Stock Grant AgreementInc.

Representations of the Purchaser. Because The Purchaser, or where indicated, the Grantor, represents on behalf of itself to the exemptions from Company that: 4.1 The Grantor has made the registration requirements determination that the Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the federal Securities Act of 1933 (the “Act”) and from the qualification requirements of the California Corporate Securities Law of 1968 (the “Law”) relied upon . 4.2 The Private Placement Shares being purchased by the Company in making the sale of the Stock to Purchaser, Purchaser hereby warrants that Purchaser: 2.1 Is purchasing the Stock for investment hereunder are acquired for the Purchaser’s own account account, only for investment purposes and not with a view to, or for resale in connection with, any “distribution” public distribution or public offering thereof within the meaning of the Act or the LawSecurities Act. 2.2 Understands 4.3 This Agreement constitutes the valid, binding and enforceable obligation of the Purchaser, enforceable in accordance with its terms. 4.4 The Purchaser understands and acknowledges that (i) the Stock has offering of the Private Placement Shares to be purchased pursuant to this Agreement will not been be registered under the Securities Act or qualified on the grounds that the offering and sale of such securities is exempt from registration under the Law by reason of specific exemptions therefromSecurities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws and, which exemptions may depend upon, among other thingstherefore, the bona fide nature of the Purchaser’s investment intent Private Placement Shares to be purchased hereunder will be characterized as expressed herein. In this connection, the Purchaser understands that, in the view of “restricted securities” under the Securities Act and Exchange Commission (the “Commission”), the statutory basis for such exemption from the Act laws and may not be available if the Purchaser’s representations mean that the Purchaser’s present intention is to hold the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 2.3 Further understands that the Stock must be held indefinitely sold unless it is they are subsequently registered under the Securities Act and qualified under the Law state law or unless an exemption from such registration and such qualification is available. 2.4 Is aware of Rule 144 promulgated under 4.5 The Purchaser has a substantive, pre-existing relationship with the Act which permits limited public resale of stock acquired in a non-public offeringGrantor, subject to who will serve as the satisfaction of certain conditions, including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about the Company, the passage of not less than six months (one year in certain circumstances) after the holder has purchased and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or to “market maker”, and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate manager of the Company at and was directly contacted by the time Company or the Company’s agents independent of sale and has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year in certain circumstances) prior to their saleIPO. The Purchaser understands that the Company’s Common Stock may not be publicly traded or the Company may not be satisfying the current public information requirements of Rule 144 at the time the Purchaser wishes to sell the Stock; and thus, the Purchaser may be precluded from selling the Stock under Rule 144 even though the minimum holding period may have been satisfied. In addition, the Purchaser is aware that Rule 144 does not affect the Purchaser’s obligations under the Law and, notwithstanding the availability of Rule 144, the Stock may not be sold unless it is qualified under the Law or an exemption from such qualification is available. 2.5 Further understands that in the event the requirements of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition of the Stock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 2.6 Has either (i) a preexisting business was not identified or personal relationship with contacted through the Company or its directors or officers or (ii) by reason of Purchaser’s business or financial experience, the capacity to protect Purchaser’s own interest in connection with the transactions contemplated by this Agreement. 2.7 Without in any way limiting the representations set forth above and subject to compliance with Sections 4, 5 and 6 below, Purchaser further agrees not to make any disposition of all or any portion marketing of the Stock unless and until: 2.7.1 There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or 2.7.2 Purchaser shall: (i) have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, IPO and (ii) if reasonably requested by the Company, Purchaser shall have furnished did not independently contact the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Silver Spring Networks, Inc. Restricted Stock Grant Agreement or qualification under the Law or other applicable state securities laws. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 2.7.3 Notwithstanding the provisions of Sections 2.7.1 and 2.7.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer (as defined in Section 6.1) by a Purchaser by gift, will or intestate succession to any family member who is a Permitted Transferee (as defined in Section 2.7.4), if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Purchaser hereunder. 2.7.4 Purchaser may transfer all or any part of the Stock to his or her spouse, to his or her ancestors or lineal descendants (whether natural or adopted) or the spouses of any of such persons, to any trust solely for the benefit of the Purchaser or any of the foregoing persons, or to any corporation in which the Purchaser owns one hundred percent (100%) of the capital stock (hereinafter referred to collectively as the “Permitted Transferees”), provided that each such Permitted Transferee shall first agree in writing to be bound by the terms and provisions of this Agreement. Each Permitted Transferee under this Section 2.7.4 shall hold any Stock transferred to such Permitted Transferee subject to all of the provisions of this Agreement, and shall make no further transfers other than as provided herein. Any change in the ownership of a corporation to which a permitted transfer has been made, or any change in a beneficiary of a trust to which a permitted transfer has been made to a beneficiary other than a foregoing permitted family member, shall be deemed to constitute a transfer of shares of Stock to other than a Permitted Transferee and shall be subject to the terms and provisions of this Agreement, including, without limitation, the right of repurchase and the right of first refusal set forth in Section 5 and Section 6 hereof, respectively. 2.8 Is aware that the receipt of the Stock by him is the receipt of income for state and federal income tax purposes in an amount equal to the fair market value per share of the Stock upon the date restrictions upon forfeiture of the Stock lapse or upon the date the filing of an appropriate election under Section 83(b) (“83b Election”) of the Internal Revenue Code is made by Purchaser. Purchaser understands that the Company will withhold income and other payroll taxes from Purchaser’s compensation as a result of the issuance general solicitation by means of the Stock to him hereunder. Purchaser has consulted a tax advisor and is aware Registration Statement. 4.6 The Grantor, on behalf of the consequences Purchaser, (i) has such knowledge and experience in financial and business matters as to be capable of making a timely 83b Election evaluating the merits and risks of the Purchaser’s prospective investment in the Common Stock; (ii) has the ability to bear the economic risks of the Purchaser’s prospective investment; and the consequences Purchaser (iii) has not been offered the Private Placement Shares to be purchased hereunder by any form of not making advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium; or broadcast over television or radio; or any seminar or meeting whose attendees have been invited by any such an election. Purchaser is aware such election must be made with the Internal Revenue Service (“IRS”) within 30 days of the date of this Agreement (the IRS makes no exceptions) and that Purchaser is solely responsible for making an 83b Election. If an 83b Election is made, the Purchaser must meet other requirements including filing a copy of the original 83b Election with Purchaser’s tax return and providing a copy to the Company. Silver Spring Networks, Inc. Restricted Stock Grant Agreementmedium.

Representations of the Purchaser. Because The Purchaser acknowledges that the Existing Notes have not been registered under the Securities Act and that the Issuer does not intend to register the Additional Notes under the Securities Act, and the Purchaser represents and warrants to the Issuer as follows: (a) The Purchaser has received a copy of the exemptions from preliminary offering memorandum with respect to the registration requirements of the federal Securities Act of 1933 144A/Reg S Notes, dated September 17, 2014 (the “ActPreliminary Offering Memorandum”) and from the qualification requirements of the California Corporate Securities Law of 1968 ), a pricing term sheet (the “LawPricing Term Sheet”) relied upon setting forth the terms of the 144A/Reg S Notes omitted from the Preliminary Offering Memorandum and certain other information and a final offering memorandum, dated September 18, 2014 (the “Offering Memorandum”), setting forth information regarding the Issuer, the Guarantors, the Notes and the Guarantees with respect to the 144A/Reg S Notes. (b) The Purchaser understands and accepts that the purchase of the Additional Notes involves various risks, including the risks outlined in the Offering Memorandum. The Purchaser represents that it is able to bear any loss associated with an investment in the Additional Notes. (c) The Purchaser is familiar with the business, financial condition and operations of the Issuer, all as generally described in the Offering Memorandum. The Purchaser has had access to such information concerning the Issuer and the Additional Notes as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Additional Notes. (d) The Purchaser understands that, unless it notifies the Issuer in writing to the contrary at or before the Closing Date, each of the Purchaser’s representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing Date, taking into account all information received by the Company Purchaser. (e) The Purchaser understands that no federal or state agency has passed upon the merits or risks of an investment in making the sale Additional Notes or made any finding or determination concerning the fairness or advisability of this investment. (f) The Purchaser has such knowledge, skill and experience in business, financial and investment matters that the Stock to Purchaser, Purchaser hereby warrants that Purchaser: 2.1 Is purchasing is capable of evaluating the Stock for merits and risks of an investment for in the Additional Notes. With the assistance of the Purchaser’s own account only professional advisors, to the extent that the Purchaser has deemed appropriate, the Purchaser has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Additional Notes and the consequences of this Agreement. The Purchaser has considered the suitability of the Additional Notes as an investment in light of its own circumstances and financial condition and the Purchaser is able to bear the risks associated with an investment in the Additional Notes and its authority to invest in the Additional Notes. (g) The Purchaser is an “accredited investor” as defined in Rule 501(a)(3) under the Securities Act. The Purchaser agrees to furnish any additional information requested by the Issuer or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Additional Notes. (h) The Purchaser is acquiring the Additional Notes solely for its own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning distribution of the Act or the Law. 2.2 Understands Additional Notes. The Purchaser understands that the Stock has Additional Notes have not been registered under the Securities Act or qualified under the Law any State Securities Laws by reason of specific exemptions therefrom, under the provisions thereof which exemptions may depend upon, among other things, in part upon the bona fide nature investment intent of the Purchaser’s investment intent as expressed herein. In this connection, Purchaser and of the other representations made by the Purchaser in this Agreement. The Purchaser understands that, that the Issuer is relying upon the representations and agreements contained in this Agreement (and any supplemental information) for the view purpose of determining whether this transaction meets the requirements for such exemptions. (i) The Purchaser understands that the Additional Notes are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”), the statutory basis for such exemption from the Act may not be available if the Purchaser’s representations mean ) provide in substance that the Purchaser’s present intention is Purchaser may dispose of the Additional Notes only pursuant to hold the Stock for a minimum capital gains period an effective registration statement under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 2.3 Further understands that the Stock must be held indefinitely unless it is subsequently registered under the Securities Act and qualified under the Law or an exemption from such registration therefrom, and such qualification is available. 2.4 Is aware of Rule 144 promulgated under the Act which permits limited public resale of stock acquired in a non-public offering, subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about the Company, the passage of not less than six months (one year in certain circumstances) after the holder has purchased and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or to “market maker”, and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company at the time of sale and has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year in certain circumstances) prior to their sale. The Purchaser understands that the Company’s Common Stock may not be publicly traded Issuer has no obligation or intention to register any of the Company may not be satisfying Additional Notes, or to take action so as to permit sales pursuant to the current public information requirements of Securities Act (including Rule 144 at the time thereunder). Accordingly, the Purchaser wishes to sell understands that under the Stock; and thusCommission’s rules, the Purchaser may be precluded dispose of the Additional Notes principally only in private resale transactions which are exempt from selling registration under the Stock under Rule 144 even though Securities Act, in which event the minimum holding period may have been satisfiedtransferee will acquire “restricted securities” subject to the same limitations as in the hands of the Purchaser. In additionConsequently, the Purchaser understands that the Purchaser must bear the economic risks of the investment in the Additional Notes for an indefinite period of time. (j) The Purchaser agrees: (A) that the Purchaser will not sell, assign, pledge, give, transfer or otherwise dispose of the Additional Notes or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Additional Notes under the Securities Act and all applicable state securities laws, or in a transaction which is aware exempt from the registration provisions of the Securities Act and all applicable state securities laws, (B) that Rule 144 does the certificates representing the Additional Notes will bear a legend making reference to the foregoing restrictions and (C) that the Issuer and its affiliates shall not affect be required to give effect to any purported transfer of such Additional Notes except upon compliance with the foregoing restrictions. (k) The Purchaser acknowledges that neither the Issuer nor any other person offered to sell the Additional Notes to it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising. (l) The Purchaser has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes the legal and binding agreement of the Purchaser’s obligations under , enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the Law and, notwithstanding the availability enforcement of Rule 144, the Stock may not be sold unless it is qualified under the Law creditors’ rights generally or an exemption from such qualification is availablegeneral principles of equity. 2.5 Further understands that in (m) The execution, delivery and performance by the event the requirements Purchaser of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition of the Stock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons this Agreement and the brokers who participate in such transactions do so at their own risk. 2.6 Has either (i) a preexisting business or personal relationship with the Company or its directors or officers or (ii) by reason consummation of Purchaser’s business or financial experience, the capacity to protect Purchaser’s own interest in connection with the transactions contemplated by this Agreement. 2.7 Without in any way limiting the representations set forth above and subject to compliance with Sections 4, 5 and 6 below, Purchaser further agrees do not to make any disposition of all or any portion as of the Stock unless date hereof and until: 2.7.1 There is then in effect a registration statement under will not as of the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or 2.7.2 Purchaser shall: Closing Date (i) have notified violate the Company organizational documents of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionPurchaser, and (ii) if reasonably requested by violate any material agreement to which the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Silver Spring Networks, Inc. Restricted Stock Grant Agreement or qualification under the Law or other applicable state securities laws. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 2.7.3 Notwithstanding the provisions of Sections 2.7.1 and 2.7.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer (as defined in Section 6.1) by a Purchaser by gift, will or intestate succession to any family member who is a Permitted Transferee (as defined in Section 2.7.4), if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he party or she were an original Purchaser hereunder. 2.7.4 Purchaser may transfer all or any part of the Stock to his or her spouse, to his or her ancestors or lineal descendants (whether natural or adopted) or the spouses of any of such persons, to any trust solely for the benefit of by which the Purchaser or any of the foregoing personsits property or assets is bound, or to (iii) violate any corporation in which the Purchaser owns one hundred percent (100%) of the capital stock (hereinafter referred to collectively as the “Permitted Transferees”)law, provided that each such Permitted Transferee shall first agree in writing to be bound by the terms and provisions of this Agreement. Each Permitted Transferee under this Section 2.7.4 shall hold any Stock transferred to such Permitted Transferee subject to all of the provisions of this Agreementrule, and shall make no further transfers other than as provided herein. Any change in the ownership of a corporation to which a permitted transfer has been maderegulation, judgment, injunction, order or any change in a beneficiary of a trust to which a permitted transfer has been made to a beneficiary other than a foregoing permitted family member, shall be deemed to constitute a transfer of shares of Stock to other than a Permitted Transferee and shall be subject decree applicable to the terms and provisions of this Agreement, including, without limitation, the right of repurchase and the right of first refusal set forth in Section 5 and Section 6 hereof, respectivelyPurchaser. 2.8 Is aware that the receipt of the Stock by him is the receipt of income for state and federal income tax purposes in an amount equal to the fair market value per share of the Stock upon the date restrictions upon forfeiture of the Stock lapse or upon the date the filing of an appropriate election under Section 83(b) (“83b Election”) of the Internal Revenue Code is made by Purchaser. Purchaser understands that the Company will withhold income and other payroll taxes from Purchaser’s compensation as a result of the issuance of the Stock to him hereunder. Purchaser has consulted a tax advisor and is aware of the consequences of making a timely 83b Election and the consequences of not making such an election. Purchaser is aware such election must be made with the Internal Revenue Service (“IRS”) within 30 days of the date of this Agreement (the IRS makes no exceptions) and that Purchaser is solely responsible for making an 83b Election. If an 83b Election is made, the Purchaser must meet other requirements including filing a copy of the original 83b Election with Purchaser’s tax return and providing a copy to the Company. Silver Spring Networks, Inc. Restricted Stock Grant Agreement

Representations of the Purchaser. Because of the exemptions from the registration requirements of the federal Securities Act of 1933 (the “Act”) and from the qualification requirements of the California Corporate Securities Law of 1968 (the “Law”) relied upon This Purchase Agreement is made with Purchasers by the Company in making reliance upon the sale of Purchasers' representations to the Stock to PurchaserCompany, which by Purchasers' acceptance hereof, Purchaser hereby warrants confirms that Purchaser: 2.1 Is purchasing (a) Purchaser is acquiring the Stock Note to be delivered for investment its own account and not for the Purchaser’s own account only beneficial interest of any other person, and not with a view toto the distribution thereof, and that Purchaser will not distribute, sell or for resale in connection with, any “distribution” thereof within the meaning otherwise dispose of the Notes or any of the shares of Common Stock of the Company issuable upon exchange of the Notes except as permitted under the Securities Act of 1933, as amended (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser has been afforded access to information and have been informed fully concerning the Company, its financial condition and business prospects; (c) Purchasers' financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate their investment and Purchaser acknowledges its awareness that its investment is subject to substantial risk of loss; Purchaser further represents that it is an institutional accredited investor (d) Purchaser confirms further that it has advised that neither the Law. 2.2 Understands that Note nor the Common Stock has not issuable upon the exchange thereof have been registered under the Act or qualified under the Law by reason of specific exemptions therefromAct, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. In this connection, the Purchaser understands and that, in the view accordingly, such Note and shares of the Securities Common Stock will be what is commonly known as "restricted securities," and Exchange Commission (the “Commission”), the statutory basis for such exemption from the Act may are not be available if the Purchaser’s representations mean that the Purchaser’s present intention is freely transferrable by Purchasers except pursuant to hold the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 2.3 Further understands that the Stock must be held indefinitely unless it is subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available. 2.4 Is aware of Rule 144 promulgated under the Act which permits limited public resale of stock acquired in a non-public offering, subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about the Company, the passage of not less than six months (one year in certain circumstances) after the holder has purchased and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or to “market maker”, and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company at the time of sale and has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year in certain circumstances) prior to their sale. The Purchaser understands that the Company’s Common Stock may not be publicly traded or the Company may not be satisfying the current public information requirements of Rule 144 at the time the Purchaser wishes to sell the Stock; and thus, the Purchaser may be precluded from selling the Stock under Rule 144 even though the minimum holding period may have been satisfied. In addition, the Purchaser is aware that Rule 144 does not affect the Purchaser’s obligations under the Law and, notwithstanding the availability of Rule 144, the Stock may not be sold unless it is qualified under the Law or an exemption from such qualification is available. 2.5 Further understands that in the event the requirements of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition such as Rule 144, the substance of the Stockwhich has been explained to Purchasers; and that, although Rule 144 is not exclusive, (e) that substantially the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 2.6 Has either (i) a preexisting business or personal relationship with the Company or its directors or officers or (ii) by reason of Purchaser’s business or financial experience, the capacity to protect Purchaser’s own interest in connection with the transactions contemplated by this Agreement. 2.7 Without in any way limiting the representations set forth above and subject to compliance with Sections 4, 5 and 6 below, Purchaser further agrees not to make any disposition of all or any portion of the Stock unless and until: 2.7.1 There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or 2.7.2 Purchaser shall: (i) have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Silver Spring Networks, Inc. Restricted Stock Grant Agreement or qualification under the Law or other applicable state securities laws. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 2.7.3 Notwithstanding the provisions of Sections 2.7.1 and 2.7.2 above, no such registration statement or opinion of counsel following legends shall be necessary for a transfer placed on the Notes (as defined in Section 6.1and any Shares of Common Stock issuable upon conversion thereof): THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) by a Purchaser by giftOF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON THE CONDITIONAL EXCHANGE THEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACT AND AS PERMITTED BY THE PURCHASE AGREEMENT, will or intestate succession to any family member who is a Permitted Transferee (as defined in Section 2.7.4), if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Purchaser hereunderA COPY OF WHICH IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY. 2.7.4 Purchaser may transfer all or any part of the Stock to his or her spouse, to his or her ancestors or lineal descendants (whether natural or adopted) or the spouses of any of such persons, to any trust solely for the benefit of the Purchaser or any of the foregoing persons, or to any corporation in which the Purchaser owns one hundred percent (100%) of the capital stock (hereinafter referred to collectively as the “Permitted Transferees”), provided that each such Permitted Transferee shall first agree in writing to be bound by the terms and provisions of this Agreement. Each Permitted Transferee under this Section 2.7.4 shall hold any Stock transferred to such Permitted Transferee subject to all of the provisions of this Agreement, and shall make no further transfers other than as provided herein. Any change in the ownership of a corporation to which a permitted transfer has been made, or any change in a beneficiary of a trust to which a permitted transfer has been made to a beneficiary other than a foregoing permitted family member, shall be deemed to constitute a transfer of shares of Stock to other than a Permitted Transferee and shall be subject to the terms and provisions of this Agreement, including, without limitation, the right of repurchase and the right of first refusal set forth in Section 5 and Section 6 hereof, respectively. 2.8 Is aware that the receipt of the Stock by him is the receipt of income for state and federal income tax purposes in an amount equal to the fair market value per share of the Stock upon the date restrictions upon forfeiture of the Stock lapse or upon the date the filing of an appropriate election under Section 83(b) (“83b Election”) of the Internal Revenue Code is made by Purchaser. Purchaser understands that the Company will withhold income and other payroll taxes from Purchaser’s compensation as a result of the issuance of the Stock to him hereunder. Purchaser has consulted a tax advisor and is aware of the consequences of making a timely 83b Election and the consequences of not making such an election. Purchaser is aware such election must be made with the Internal Revenue Service (“IRS”) within 30 days of the date of this Agreement (the IRS makes no exceptions) and that Purchaser is solely responsible for making an 83b Election. If an 83b Election is made, the Purchaser must meet other requirements including filing a copy of the original 83b Election with Purchaser’s tax return and providing a copy to the Company. Silver Spring Networks, Inc. Restricted Stock Grant Agreement

Representations of the Purchaser. Because The Purchaser represents, warrants and agrees as follows: (a) It is the Purchaser's present intention to acquire the Securities hereunder for the Purchaser's own account as principal and that the Securities are being and will be acquired for the purpose of investment and not with a view to distribution or resale. (b) The Purchaser has such knowledge and experience in business and financial matters that the Purchaser is capable of evaluating the merits and risks of the exemptions from investment contemplated hereby. (c) The Purchaser has full power and authority to execute, deliver and perform this Agreement and to make this Agreement the registration requirements valid and enforceable obligation of the Purchaser. (d) The Purchaser understands that the Debenture will be "restricted" as that term is defined in Rule 144 under the Securities Act, that the Shares if not registered under the Act will also be "restricted" and that the Debenture and the Shares may only be resold in compliance with applicable federal and state securities laws. (e) The Purchaser's domicile is located at the Purchaser's address set forth on the signature page hereto. (f) The Purchaser is an "Accredited Investor" as defined in Rule 501(a) of the Securities Act Act, a copy of 1933 which is set forth on Exhibit A to this Agreement, and the Purchaser has certified to the Company the basis for that Purchaser's Accredited Investor status by checking the appropriate category on Exhibit A and signing and dating that Exhibit. (g) The Purchaser acknowledges that the Company has entered into or expects to enter into separate but substantially identical stock purchase agreements (the “Act”"Stock Purchase Agreements") with other purchasers ("Other Purchasers") providing for the sale to the Other Purchasers of shares of the Company's Common Stock. This Agreement and the Stock Purchase Agreements are separate agreements and the sales of such shares to the Other Purchasers are and will be deemed to be separate sales. The Purchaser also acknowledges that he is purchasing the Debenture as a means to allow the Company to obtain prior stockholder approval of the issuance of the Shares to him. (h) The Purchaser has no contract, understanding, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else any of the Shares the Purchaser hereby purchases (in whole or in part) and from that the qualification requirements of Purchaser has no present plans to enter into any such contract, undertaking, agreement or arrangement. (i) The Purchaser will provide, if requested, any additional information that may be requested or required to determine the California Corporate Securities Law of 1968 Purchaser's eligibility to purchase the Debenture. (j) The Purchaser acknowledges that the “Law”) Purchaser's representations, warranties, acknowledgements and agreements in this Agreement will be relied upon by the Company in making determining the Purchaser's suitability as a purchaser of the Debenture. (k) The Purchaser has not retained a broker or finder in connection with the Purchaser's purchase of the Debenture and to the Purchaser's knowledge there are no other persons entitled to compensation in connection with the sale of the Stock Debenture to Purchaser, Purchaser hereby warrants that Purchaser: 2.1 Is purchasing the Stock for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Act or the Law. 2.2 Understands that the Stock has not been registered under the Act or qualified under the Law by reason of specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. In this connection, the Purchaser understands that, in the view of the Securities and Exchange Commission (the “Commission”), the statutory basis for such exemption from the Act may not be available if the Purchaser’s representations mean that the Purchaser’s present intention is to hold the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 2.3 Further understands that the Stock must be held indefinitely unless it is subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available. 2.4 Is aware of Rule 144 promulgated under the Act which permits limited public resale of stock acquired in a non-public offering, subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about the Company, the passage of not less than six months (one year in certain circumstances) after the holder has purchased and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or to “market maker”, and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company at the time of sale and has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year in certain circumstances) prior to their sale. The Purchaser understands that the Company’s Common Stock may not be publicly traded or the Company may not be satisfying the current public information requirements of Rule 144 at the time the Purchaser wishes to sell the Stock; and thus, the Purchaser may be precluded from selling the Stock under Rule 144 even though the minimum holding period may have been satisfied. In addition, the Purchaser is aware that Rule 144 does not affect the Purchaser’s obligations under the Law and, notwithstanding the availability of Rule 144, the Stock may not be sold unless it is qualified under the Law or an exemption from such qualification is available. 2.5 Further understands that in the event the requirements of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition of the Stock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant consulting fees due to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own riskRichard Hansen. 2.6 Has either (i) a preexisting business or personal relationship with the Company or its directors or officers or (ii) by reason of Purchaser’s business or financial experience, the capacity to protect Purchaser’s own interest in connection with the transactions contemplated by this Agreement. 2.7 Without in any way limiting the representations set forth above and subject to compliance with Sections 4, 5 and 6 below, Purchaser further agrees not to make any disposition of all or any portion of the Stock unless and until: 2.7.1 There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or 2.7.2 Purchaser shall: (i) have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Silver Spring Networks, Inc. Restricted Stock Grant Agreement or qualification under the Law or other applicable state securities laws. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 2.7.3 Notwithstanding the provisions of Sections 2.7.1 and 2.7.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer (as defined in Section 6.1) by a Purchaser by gift, will or intestate succession to any family member who is a Permitted Transferee (as defined in Section 2.7.4), if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Purchaser hereunder. 2.7.4 Purchaser may transfer all or any part of the Stock to his or her spouse, to his or her ancestors or lineal descendants (whether natural or adopted) or the spouses of any of such persons, to any trust solely for the benefit of the Purchaser or any of the foregoing persons, or to any corporation in which the Purchaser owns one hundred percent (100%) of the capital stock (hereinafter referred to collectively as the “Permitted Transferees”), provided that each such Permitted Transferee shall first agree in writing to be bound by the terms and provisions of this Agreement. Each Permitted Transferee under this Section 2.7.4 shall hold any Stock transferred to such Permitted Transferee subject to all of the provisions of this Agreement, and shall make no further transfers other than as provided herein. Any change in the ownership of a corporation to which a permitted transfer has been made, or any change in a beneficiary of a trust to which a permitted transfer has been made to a beneficiary other than a foregoing permitted family member, shall be deemed to constitute a transfer of shares of Stock to other than a Permitted Transferee and shall be subject to the terms and provisions of this Agreement, including, without limitation, the right of repurchase and the right of first refusal set forth in Section 5 and Section 6 hereof, respectively. 2.8 Is aware that the receipt of the Stock by him is the receipt of income for state and federal income tax purposes in an amount equal to the fair market value per share of the Stock upon the date restrictions upon forfeiture of the Stock lapse or upon the date the filing of an appropriate election under Section 83(b) (“83b Election”) of the Internal Revenue Code is made by Purchaser. Purchaser understands that the Company will withhold income and other payroll taxes from Purchaser’s compensation as a result of the issuance of the Stock to him hereunder. Purchaser has consulted a tax advisor and is aware of the consequences of making a timely 83b Election and the consequences of not making such an election. Purchaser is aware such election must be made with the Internal Revenue Service (“IRS”) within 30 days of the date of this Agreement (the IRS makes no exceptions) and that Purchaser is solely responsible for making an 83b Election. If an 83b Election is made, the Purchaser must meet other requirements including filing a copy of the original 83b Election with Purchaser’s tax return and providing a copy to the Company. Silver Spring Networks, Inc. Restricted Stock Grant Agreement

Representations of the Purchaser. Because The Purchaser hereby represents and warrants to Endocare as follows: (a) The Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A under the exemptions Securities Act and an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (b) The Purchaser understands that the Shares are “restricted securities” under the federal securities laws inasmuch as the Shares are being acquired from the registration requirements of Company in a transaction not involving a public offering and that under the federal Securities Act and the applicable regulations thereunder the Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection the Purchaser represents that it is familiar with Rule 144 under the Securities Act and understands the resale limitations imposed thereby and by the Securities Act and the Securities Exchange Act of 1933 1934, as amended (the “Securities Exchange Act”) and from the qualification requirements ), including, without limitation, Section 16 of the California Corporate Securities Law of 1968 Exchange Act if applicable to the Purchaser. The Purchaser acknowledges and agrees that Endocare has no obligation to register the Shares for resale except as set forth in the Registration Rights Agreement. (c) The Purchaser is acquiring the “Law”) relied upon by the Company in making the sale of the Stock to Purchaser, Purchaser hereby warrants that Purchaser: 2.1 Is purchasing the Stock Shares for investment for the Purchaser’s own account only account, not as a nominee or agent, and not with a view to, to the resale or for resale distribution of any part thereof in connection with, any “distribution” thereof within the meaning violation of the Act or the Lawapplicable Securities Laws. 2.2 Understands (d) The Purchaser is a sophisticated investor and acknowledges that it can bear the Stock economic risk of its investment in the Shares, and has not such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Shares. The Purchaser has been registered under given the Act or qualified under opportunity to ask Endocare all questions relevant to its investment in the Law by reason of specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of Shares and any such questions have been answered to the Purchaser’s investment intent as expressed herein. In this connection, the Purchaser understands that, in the view of the Securities and Exchange Commission (the “Commission”), the statutory basis for such exemption from the Act may not be available if the Purchaser’s representations mean that the Purchaser’s present intention is to hold the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the futuresatisfaction. 2.3 Further understands that the Stock must be held indefinitely unless it is subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available. 2.4 Is aware of Rule 144 promulgated under the Act which permits limited public resale of stock acquired in a non-public offering, subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about the Company, the passage of not less than six months (one year in certain circumstancese) after the holder has purchased and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or to “market maker”, and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company at the time of sale and has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year in certain circumstances) prior to their sale. The Purchaser understands that any certificates representing the Company’s Common Stock may not be publicly traded or Shares shall bear the Company may not be satisfying the current public information requirements of Rule 144 at the time the Purchaser wishes following legend, in addition to sell the Stock; and thusany legend required by state “Blue Sky” laws: THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, the Purchaser may be precluded from selling the Stock under Rule 144 even though the minimum holding period may have been satisfied. In additionAS AMENDED, the Purchaser is aware that Rule 144 does not affect the Purchaser’s obligations under the Law and(II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), notwithstanding the availability of Rule 144, the Stock may not be sold unless it is qualified under the Law or an exemption from such qualification is availableOR (III) SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND WITHOUT QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. 2.5 Further understands (f) The Purchaser acknowledges that in the event the requirements of Rule 144 are not met, registration under the Act, compliance Endocare makes no other representations or warranties with Regulation A or some other registration exemption will be required for any disposition of the Stock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing respect to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 2.6 Has either (i) a preexisting business or personal relationship with the Company or its directors or officers or (ii) by reason of Purchaser’s business or financial experience, the capacity to protect Purchaser’s own interest in connection with the transactions contemplated by this Agreement. 2.7 Without in any way limiting the representations set forth above and subject to compliance with Sections 4, 5 and 6 below, Purchaser further agrees not to make any disposition of all or any portion of the Stock unless and until: 2.7.1 There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or 2.7.2 Purchaser shall: (i) have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Silver Spring Networks, Inc. Restricted Stock Grant Agreement or qualification under the Law or other applicable state securities laws. It is agreed that the Company will not require opinions of counsel Transaction Documents except for transactions made pursuant to Rule 144 except in unusual circumstances. 2.7.3 Notwithstanding the provisions of Sections 2.7.1 and 2.7.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer (as defined in Section 6.1) by a Purchaser by gift, will or intestate succession to any family member who is a Permitted Transferee (as defined in Section 2.7.4), if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Purchaser hereunder. 2.7.4 Purchaser may transfer all or any part of the Stock to his or her spouse, to his or her ancestors or lineal descendants (whether natural or adopted) or the spouses of any of such persons, to any trust solely for the benefit of the Purchaser or any of the foregoing persons, or to any corporation in which the Purchaser owns one hundred percent (100%) of the capital stock (hereinafter referred to collectively as the “Permitted Transferees”), provided that each such Permitted Transferee shall first agree in writing to be bound by the terms and provisions of this Agreement. Each Permitted Transferee under this Section 2.7.4 shall hold any Stock transferred to such Permitted Transferee subject to all of the provisions of this Agreement, and shall make no further transfers other than as provided herein. Any change in the ownership of a corporation to which a permitted transfer has been made, or any change in a beneficiary of a trust to which a permitted transfer has been made to a beneficiary other than a foregoing permitted family member, shall be deemed to constitute a transfer of shares of Stock to other than a Permitted Transferee and shall be subject to the terms and provisions of this Agreement, including, without limitation, the right of repurchase and the right of first refusal those specifically set forth in Section 5 3 and Section 6 hereof, respectively. 2.8 Is aware that the receipt of the Stock by him is the receipt of income for state and federal income tax purposes in an amount equal Endocare has not made any promises to the fair market value per share of the Stock upon the date restrictions upon forfeiture of the Stock lapse or upon the date the filing of an appropriate election under Section 83(b) (“83b Election”) of the Internal Revenue Code is made by Purchaser. Purchaser understands that the Company will withhold income and other payroll taxes from Purchaser’s compensation as a result of the issuance of the Stock to him hereunder. Purchaser has consulted a tax advisor and is aware of the consequences of making a timely 83b Election and the consequences of not making such an election. Purchaser is aware such election must be made agreements with the Internal Revenue Service (“IRS”) within 30 days of Purchaser not specifically provided in the date of this Agreement (the IRS makes no exceptions) and that Purchaser is solely responsible for making an 83b Election. If an 83b Election is made, the Purchaser must meet other requirements including filing a copy of the original 83b Election with Purchaser’s tax return and providing a copy to the Company. Silver Spring Networks, Inc. Restricted Stock Grant AgreementTransaction Documents.

Representations of the Purchaser. Because Purchaser represents to the Company as follows: A. The offer to purchase the Securities was made to Purchaser outside of the exemptions from United States, and at the registration requirements time this Agreement was prepared and executed, Purchaser was outside of the federal Securities Act United States. B. Purchaser is not a "U.S. Person" (as such term is defined in Section 902 of 1933 (Regulation S) promulgated under the “Act”) and from the qualification requirements of the California Corporate Securities Law of 1968 (the “Law”) relied upon by the Company in making the sale of the Stock to Purchaser, . C. Purchaser hereby warrants that Purchaser: 2.1 Is is purchasing the Stock Securities for its own account for investment and not purchasing the Securities for the Purchaser’s own account only or benefit of a U.S. Person, and not with a view to, or for resale sale in connection with, any “distribution” thereof within distribution thereof, nor with any present intention of selling or distributing any of the meaning Securities, and Purchaser has no obligation, indebtedness or commitment providing for the disposition thereof. D. Each distributor participating in the offering of the Securities, if any, will agree in writing that all offers and sales of the Securities prior to the expiration of a period commencing on the date of this transaction and ending one year thereafter shall be made pursuant to registration under the Act or the Lawan exemption from such registration. 2.2 Understands E. All offers and sales of the Securities acquired hereby prior to the expiration of a period commencing on the Closing Date of this transaction and ending one year thereafter shall be made pursuant to registration under the Act or an exemption from such registration. F. All offering documents received by Purchaser include statements to the effect that the Stock has Securities have not been registered under the Act or qualified under the Law by reason of specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. In this connection, the Purchaser understands that, in the view of and that the Securities and Exchange Commission (the “Commission”), the statutory basis for such exemption from the Act may not be available if the Purchaser’s representations mean that the Purchaser’s present intention is to hold the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, offered or for a year or any other fixed period sold in the future. 2.3 Further understands that United States or to U.S. Persons (other than distributors) unless the Stock must be held indefinitely unless it is subsequently shares are registered under the Act and qualified under the Law or an exemption from such the registration and such qualification requirements of the Act is available. 2.4 Is aware of Rule 144 promulgated under the Act which permits limited public resale of stock acquired in a non-public offering, subject G. No representations or warranties have been made to the satisfaction of certain conditions, including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about Purchaser by the Company, or any its officers, employees or agents. H. Purchaser is familiar with and understands the passage terms and conditions contained in Regulation S. I. There have been no "directed selling efforts" (as such term is defined in Section 902 of Regulation S) relating to Purchaser, and Purchaser is not less than six months (one year engaged in certain circumstances) after a distribution of the holder Securities. J. Purchaser has purchased full power and completed payment for authority to enter into and to perform its obligations under this Agreement. The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by all necessary action on its part, and this Agreement has been duly executed and delivered by Purchaser. K. Purchaser understands that its investment in the stock Securities and the Company involves substantial risks. Purchaser has independently examined and investigated the Company in making its decision to invest in the Company and the Securities. Purchaser or its representatives have made inquiry deemed by Purchaser to be soldsatisfactory concerning the Company, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or to “market maker”its business and services, andits officers and its personnel. The officers, under certain circumstancesdirectors, compliance with specified limitations on the amount of securities to be sold (generallyshareholders, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate employees and agents of the Company at the time of sale have made available to Purchaser any and all information it has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year requested in certain circumstances) prior to their saleconnection with this investment. The officers of the Company have answered to Purchaser's satisfaction all inquiries made by it in connection with this investment. In making this investment, Purchaser understands that has relied solely upon information made available to it by the Company’s Common Stock may , and not be publicly traded or the Company may not be satisfying the current public upon information requirements of Rule 144 at the time the Purchaser wishes to sell the Stock; and thus, the Purchaser may be precluded from selling the Stock under Rule 144 even though the minimum holding period may have been satisfiedsupplied by any other person. In additionmaking its decision to invest in the Securities, Purchaser has relied solely upon the advice of its own legal counsel with respect to the form and terms of this Agreement and related documents and the status and legal and business effect of such instruments and agreements in connection with its own personal circumstances and applicable law. Purchaser has substantial knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of an investment in the Company, and Purchaser is aware able to bear the economic risk of that Rule 144 does not affect the Purchaser’s obligations under the Law and, notwithstanding the availability of Rule 144, the Stock may not be sold unless it is qualified under the Law or an exemption from such qualification is availableinvestment. 2.5 Further understands that L. Purchaser is an "accredited investor" as defined in the event the requirements of Rule 144 are not met, registration 501(a) under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition of the Stock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 2.6 Has either (i) a preexisting business M. Purchaser has retained no finder or personal relationship with the Company or its directors or officers or (ii) by reason of Purchaser’s business or financial experience, the capacity to protect Purchaser’s own interest broker in connection with the transactions contemplated by this Agreement. 2.7 Without in any way limiting the representations set forth above Agreement and subject to compliance with Sections 4, 5 will indemnify and 6 below, Purchaser further agrees not to make any disposition of all or any portion of the Stock unless and until: 2.7.1 There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or 2.7.2 Purchaser shall: (i) have notified save the Company harmless from and against any and all claims, liabilities or obligations with respect to brokerage or finder's fees or commissions, or consulting fees in connection with the transactions contemplated by this Agreement asserted by any person on the basis of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Silver Spring Networks, Inc. Restricted Stock Grant Agreement or qualification under the Law or other applicable state securities laws. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 2.7.3 Notwithstanding the provisions of Sections 2.7.1 and 2.7.2 above, no such registration any statement or opinion of counsel shall be necessary for a transfer (as defined in Section 6.1) by a Purchaser by gift, will or intestate succession representation alleged to any family member who is a Permitted Transferee (as defined in Section 2.7.4), if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Purchaser hereunder. 2.7.4 Purchaser may transfer all or any part of the Stock to his or her spouse, to his or her ancestors or lineal descendants (whether natural or adopted) or the spouses of any of such persons, to any trust solely for the benefit of the Purchaser or any of the foregoing persons, or to any corporation in which the Purchaser owns one hundred percent (100%) of the capital stock (hereinafter referred to collectively as the “Permitted Transferees”), provided that each such Permitted Transferee shall first agree in writing to be bound by the terms and provisions of this Agreement. Each Permitted Transferee under this Section 2.7.4 shall hold any Stock transferred to such Permitted Transferee subject to all of the provisions of this Agreement, and shall make no further transfers other than as provided herein. Any change in the ownership of a corporation to which a permitted transfer has been made, or any change in a beneficiary of a trust to which a permitted transfer has have been made to a beneficiary other than a foregoing permitted family member, shall be deemed to constitute a transfer of shares of Stock to other than a Permitted Transferee and shall be subject to the terms and provisions of this Agreement, including, without limitation, the right of repurchase and the right of first refusal set forth in Section 5 and Section 6 hereof, respectivelyby such indemnifying party. 2.8 Is aware that the receipt of the Stock by him is the receipt of income for state and federal income tax purposes in an amount equal to the fair market value per share of the Stock upon the date restrictions upon forfeiture of the Stock lapse or upon the date the filing of an appropriate election under Section 83(b) (“83b Election”) of the Internal Revenue Code is made by Purchaser. Purchaser understands that the Company will withhold income and other payroll taxes from Purchaser’s compensation as a result of the issuance of the Stock to him hereunder. Purchaser has consulted a tax advisor and is aware of the consequences of making a timely 83b Election and the consequences of not making such an election. Purchaser is aware such election must be made with the Internal Revenue Service (“IRS”) within 30 days of the date of this Agreement (the IRS makes no exceptions) and that Purchaser is solely responsible for making an 83b Election. If an 83b Election is made, the Purchaser must meet other requirements including filing a copy of the original 83b Election with Purchaser’s tax return and providing a copy to the Company. Silver Spring Networks, Inc. Restricted Stock Grant Agreement

Representations of the Purchaser. Because The Purchaser represents and warrants to and agrees with the Company as follows: (a) The Purchaser has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized by the Purchaser and, when executed and delivered by the Purchaser, will constitute a valid and legally binding agreement of the exemptions Purchaser enforceable against the Purchaser in accordance with its terms, except that the enforcement hereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (b) The Purchaser has all requisite corporate power and authority to execute, deliver and perform its obligations under the Registration Rights Agreement. The Registration Rights Agreement has been duly and validly authorized by the Purchaser and, when executed and delivered by the Purchaser, will constitute a valid and legally binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms, except that (A) the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought and (B) any rights to indemnity or contribution thereunder may be limited by federal and state securities laws and public policy considerations. (c) The Purchaser acknowledges that the Shares have not been registered under the Securities Act or any other applicable securities laws, are being sold in a transaction not requiring registration under the Securities Act and, unless so registered, may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities law, pursuant to an exemption therefrom or in a transaction not subject thereto and in each case in compliance with the conditions for transfer set forth in paragraph (e) of this Section 4. (d) The Purchaser is outside the United States and is not a "U.S. person" (as such term is defined in Regulation S) and is purchasing the Shares for its own account. (e) Until the expiration of the "one-year distribution compliance period" within the meaning of Rule 903 of Regulation S, the Purchaser will not sell or otherwise transfer the Shares except (i) to the Company or its Subsidiaries, (ii) pursuant to an effective registration statement which has been declared effective under the Securities Act, (iii) in an offshore transaction in accordance with Rule 904 of Regulation S or (iv) pursuant to any other available exemption from the registration requirements of the federal Securities Act, including Rule 144 thereunder ("Rule 144"). After the expiration of such "one-year distribution compliance period," the Purchaser will not sell or otherwise transfer the Shares except pursuant to registration under the Securities Act or an available exemption therefrom and, in any case, in accordance with the provisions of 1933 Regulation S and applicable state securities laws. (f) The Purchaser understands that the “Act”certificates representing the Shares will, so long as appropriate, bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO A VALID EXEMPTION THEREFROM AND HAVE BEEN SOLD IN RELIANCE ON THE EXEMPTION FROM REGISTRATION PROVIDED BY REGULATION S UNDER THE ACT ("REGULATION S"). THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S (SECTION 230.901 THROUGH SECTION 230.905, AND PRELIMINARY NOTES). HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN A STOCK PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 30, 1998, BETWEEN THE COMPANY AND ELAN INTERNATIONAL SERVICES, LTD., AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SHARES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE. (g) The Purchaser agrees that the Company shall be entitled to make a notation on its records and from the qualification requirements give instructions to any transfer agent of the California Corporate Securities Law of 1968 Shares in order to implement the restrictions on transfer set forth in this Agreement. (h) The Purchaser acknowledges that, in making the “Law”) decision to purchase the Shares, it has relied solely upon independent investigations made by it and not upon any representations made by the Company with respect to the Company or the Shares. The Purchaser acknowledges that it is a sophisticated investor and that an investment in making the sale Shares involves a high degree of risk. The Purchaser further acknowledges that the Purchase Price may or may not exceed the latest publicly quoted per share "asked" price of the Stock to Purchaser, Common Stock. (i) The Purchaser hereby warrants that Purchaser: 2.1 Is is purchasing the Stock Shares for investment its own account for the Purchaser’s own account only purpose of investment and not (i) with a view to, or for resale sale in connection with, any “distribution” distribution thereof within the meaning of the Act or the Law. 2.2 Understands that the Stock has not been registered under the Act or qualified under the Law by reason of specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. In this connection, the Purchaser understands that, in the view of the Securities and Exchange Commission (the “Commission”), the statutory basis for such exemption from the Act may not be available if the Purchaser’s representations mean that the Purchaser’s present intention is to hold the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 2.3 Further understands that the Stock must be held indefinitely unless it is subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available. 2.4 Is aware of Rule 144 promulgated under the Act which permits limited public resale of stock acquired in a non-public offering, subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about the Company, the passage of not less than six months (one year in certain circumstances) after the holder has purchased and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or to “market maker”, and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company at the time of sale and has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year in certain circumstances) prior to their sale. The Purchaser understands that the Company’s Common Stock may not be publicly traded or the Company may not be satisfying the current public information requirements of Rule 144 at the time the Purchaser wishes to sell the Stock; and thus, the Purchaser may be precluded from selling the Stock under Rule 144 even though the minimum holding period may have been satisfied. In addition, the Purchaser is aware that Rule 144 does not affect the Purchaser’s obligations under the Law and, notwithstanding the availability of Rule 144, the Stock may not be sold unless it is qualified under the Law or an exemption from such qualification is available. 2.5 Further understands that in the event the requirements of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition of the Stock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 2.6 Has either (i) a preexisting business or personal relationship with the Company or its directors or officers or (ii) by reason for the account or on behalf of Purchaser’s business any "U.S. person" (as such term is defined in Regulation S). The Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Shares for an indefinite period of time and that prior to any offer or financial experiencesale of such securities, the capacity Company may require, as a condition to protect effecting a transfer of the Shares, an opinion of counsel to Purchaser’s own interest in connection with , acceptable to the transactions contemplated by Company, as to the registration or exemption therefrom under the Securities Act. (j) The Purchaser was not formed specifically for the purpose of acquiring the Shares purchased pursuant to this Agreement. 2.7 Without in (k) Neither the Purchaser nor any way limiting of its affiliates directly or indirectly have within the representations set forth above and subject to compliance with Sections 4past 90 days nor will such persons for a period of one year from the Closing Date directly or indirectly enter into any short selling of any equity security of the Company (including, 5 and 6 belowwithout limitation, Purchaser further agrees not to make any disposition of all the Common Stock) or any portion hedging transaction with respect to any equity security of the Stock unless and until: 2.7.1 There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or 2.7.2 Purchaser shall: (i) have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Silver Spring Networks, Inc. Restricted Stock Grant Agreement or qualification under the Law or other applicable state securities laws. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 2.7.3 Notwithstanding the provisions of Sections 2.7.1 and 2.7.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer (as defined in Section 6.1) by a Purchaser by gift, will or intestate succession to any family member who is a Permitted Transferee (as defined in Section 2.7.4), if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Purchaser hereunder. 2.7.4 Purchaser may transfer all or any part of the Stock to his or her spouse, to his or her ancestors or lineal descendants (whether natural or adopted) or the spouses of any of such persons, to any trust solely for the benefit of the Purchaser or any of the foregoing persons, or to any corporation in which the Purchaser owns one hundred percent (100%) of the capital stock (hereinafter referred to collectively as the “Permitted Transferees”), provided that each such Permitted Transferee shall first agree in writing to be bound by the terms and provisions of this Agreement. Each Permitted Transferee under this Section 2.7.4 shall hold any Stock transferred to such Permitted Transferee subject to all of the provisions of this Agreement, and shall make no further transfers other than as provided herein. Any change in the ownership of a corporation to which a permitted transfer has been made, or any change in a beneficiary of a trust to which a permitted transfer has been made to a beneficiary other than a foregoing permitted family member, shall be deemed to constitute a transfer of shares of Stock to other than a Permitted Transferee and shall be subject to the terms and provisions of this Agreement, including, without limitation, the right of repurchase puts, calls, or other option transactions, option writing and the right of first refusal set forth equity swaps, unless in Section 5 and Section 6 hereof, respectively. 2.8 Is aware that the receipt of the Stock by him is the receipt of income for state and federal income tax purposes in an amount equal to the fair market value per share of the Stock upon the date restrictions upon forfeiture of the Stock lapse or upon the date the filing of an appropriate election under Section 83(b) (“83b Election”) of the Internal Revenue Code is made by Purchaser. Purchaser understands that the Company will withhold income and other payroll taxes from Purchaser’s compensation as a result of the issuance of the Stock to him hereunder. Purchaser has consulted a tax advisor and is aware of the consequences of making a timely 83b Election and the consequences of not making such an election. Purchaser is aware such election must be made compliance with the Internal Revenue Service (“IRS”) within 30 days of the date of this Agreement (the IRS makes no exceptions) and that Purchaser is solely responsible for making an 83b Election. If an 83b Election is made, the Purchaser must meet other requirements including filing a copy of the original 83b Election with Purchaser’s tax return and providing a copy to the Company. Silver Spring Networks, Inc. Restricted Stock Grant AgreementSecurities Act.

Representations of the Purchaser. Because 8.1 The Purchaser represents and warrants to the Vendor as follows, with the intent that the Vendor will rely thereon in entering into this Agreement and in concluding the purchase and sale contemplated hereby, that: (a) the Purchaser is a corporation duly incorporated, validly existing, and in good standing under the laws of British Columbia and has the power, authority, and capacity to enter into this Agreement and to carry out its terms; (b) the execution and delivery of this Agreement and the completion of the transactions contemplated hereby has been duly and validly authorized by all necessary corporate action on the part of the Purchaser, and this Agreement constitutes a valid and binding obligation of the Purchaser in accordance with its terms; (c) as at the Closing Date, all necessary steps and corporate proceedings will have been taken by the Purchaser to duly create and issue the Spectrum Shares and the Spectrum Warrants and to reserve the Warrant Shares; (d) as at the Closing Date, the Spectrum Shares will be duly and validly created, issued and registered in the name of the Vendor, or such other name as the Vendor may direct the Purchaser in writing, and will be outstanding as fully paid and non-assessable, but will be subject to the Registration Agreement, the Escrow Agreement and any obligations or requirements imposed on the Vendor by any and all applicable securities legislation or securities exchange commission; (e) as at the Closing Date, all documents will have been filed, all proceedings will have been taken and all legal requirements imposed upon the Purchaser will have been fulfilled under the securities legislation in the Province of British Columbia and the State of New York to permit the issuance and sale by the Purchaser and the purchase by the Vendor of the Spectrum Shares and the Spectrum Warrants and to reserve the Warrant Shares, subject to the filing by the Purchaser, within the prescribed time periods, of such reports as are required under applicable securities legislation; (f) the Purchaser is a reporting issuer in good standing for the purposes of the Securities Act (British Columbia) and the Securities Act (Ontario); (g) as at the Closing Date, subject in part to the representations of the Vendor contained in the letter referred to in Clause 12.1(k)(v), all documents will have been filed, all requisite proceedings will have been taken, and all approvals, permits, exemptions, consents, orders and authorizations required under all applicable securities legislation and in accordance with the requirements of the NASDAQ Stock Market and The Toronto Stock Exchange imposed on the Purchaser will have been obtained for the valid issuance, delivery, distribution and sale of the Spectrum Shares and the Spectrum Warrants and the reservation of the Warrant Shares by the Purchaser and that the Spectrum Shares will be approved for listing on the NASDAQ Stock Market and The Toronto Stock Exchange; (h) the Spectrum Shares, the Spectrum Warrants and the Warrant Shares are being issued pursuant to certain exemptions from the registration and prospectus requirements of the federal Securities Act of 1933 (the “Act”British Columbia) and from the qualification requirements of the California Corporate Securities Law of 1968 (the “Law”) relied upon by the Company in making the sale of the Stock to Purchaser, Purchaser hereby warrants that Purchaser: 2.1 Is purchasing the Stock for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Act or the Law. 2.2 Understands that the Stock has not been registered under the Act or qualified under the Law by reason of specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. In this connection, the Purchaser understands that, in the view of the Securities and Exchange Commission (the “Commission”), the statutory basis for such exemption from the Act may not be available if the Purchaser’s representations mean that the Purchaser’s present intention is to hold the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 2.3 Further understands that the Stock must be held indefinitely unless it is subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available. 2.4 Is aware of Rule 144 promulgated under the Act which permits limited public resale of stock acquired in a non-public offering, subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about the Company, the passage of not less than six months (one year in certain circumstances) after the holder has purchased and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or to “market maker”, and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company at the time of sale and has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year in certain circumstances) prior to their sale. The Purchaser understands that the Company’s Common Stock may not be publicly traded or the Company may not be satisfying the current public information requirements of Rule 144 at the time the Purchaser wishes to sell the Stock; and thus, the Purchaser may be precluded from selling the Stock under Rule 144 even though the minimum holding period may have been satisfied. In addition, the Purchaser is aware that Rule 144 does not affect the Purchaser’s obligations under the Law and, notwithstanding the availability of Rule 144, the Stock may not be sold unless it is qualified under the Law or an exemption from such qualification is available. 2.5 Further understands that in the event the requirements of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition of the Stock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 2.6 Has either (i) a preexisting business or personal relationship with the Company or its directors or officers or (ii) by reason of Purchaser’s business or financial experience, the capacity to protect Purchaser’s own interest in connection with the transactions contemplated by this Agreement. 2.7 Without in any way limiting the representations set forth above and subject to compliance with Sections 4, 5 and 6 below, Purchaser further agrees not to make any disposition of all or any portion of the Stock unless and until: 2.7.1 There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or 2.7.2 Purchaser shall: (i) have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Silver Spring Networks, Inc. Restricted Stock Grant Agreement or qualification under the Law or other applicable state securities laws. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 2.7.3 Notwithstanding the provisions of Sections 2.7.1 and 2.7.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer (as defined in Section 6.1) by a Purchaser by gift, will or intestate succession to any family member who is a Permitted Transferee (as defined in Section 2.7.4), if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Purchaser hereunder. 2.7.4 Purchaser may transfer all or any part of the Stock to his or her spouse, to his or her ancestors or lineal descendants (whether natural or adopted) or the spouses of any of such persons, to any trust solely for the benefit of the Purchaser or any of the foregoing persons, or to any corporation in which the Purchaser owns one hundred percent (100%) of the capital stock (hereinafter referred to collectively as the “Permitted Transferees”), provided that each such Permitted Transferee shall first agree in writing to be bound by the terms and provisions of this Agreement. Each Permitted Transferee under this Section 2.7.4 shall hold any Stock transferred to such Permitted Transferee subject to all of the provisions of this Agreement, and shall make no further transfers other than as provided herein. Any change in the ownership of a corporation to which a permitted transfer has been made, or any change in a beneficiary of a trust to which a permitted transfer has been made to a beneficiary other than a foregoing permitted family member, shall be deemed to constitute a transfer of shares of Stock to other than a Permitted Transferee and shall be subject to the terms and provisions of this Agreement, including, without limitation, the right of repurchase and the right of first refusal set forth in Section 5 and Section 6 hereof, respectively. 2.8 Is aware that the receipt of the Stock by him is the receipt of income for state and federal income tax purposes in an amount equal to the fair market value per share of the Stock upon the date restrictions upon forfeiture of the Stock lapse or upon the date the filing of an appropriate election under Section 83(b) (“83b Election”) of the Internal Revenue Code is made by Purchaser. Purchaser understands that the Company will withhold income and other payroll taxes from Purchaser’s compensation as a result of which the issuance of Spectrum Shares, the Stock to him hereunder. Purchaser has consulted a tax advisor and is aware of the consequences of making a timely 83b Election Spectrum Warrants and the consequences Warrant Shares will be restricted from resale within the province of British Columbia for a period of 12 months from the Closing Date such restrictions do not making however preclude the resale of such an election. Purchaser is aware such election must be made with securities outside of British Columbia during the Internal Revenue Service restricted period; (“IRS”i) within 30 days as of the date of this Agreement (the IRS makes no exceptions) and that Purchaser is solely responsible for making an 83b Election. If an 83b Election is madeAgreement, the Purchaser must meet other requirements including is in good standing with respect to the filing a copy of annual returns under the Companies Act (British Columbia); (j) as at the date of execution of this Agreement, the authorized capital of the original 83b Election with Purchaser’s tax return Purchaser consists of 50,000,000 Common Shares, of which 9,459,397 Common Shares are issued and providing a copy outstanding as fully paid and non-assessable; and (k) to the Company. Silver Spring NetworksPurchaser's knowledge, Inc. Restricted Stock Grant Agreementthe obligations of the Purchaser under this Agreement and all agreements referred to herein, and the creation and issue of the Spectrum Shares and the Spectrum Warrants will not conflict with the constating documents of the Purchaser, any existing law applicable to the Purchaser, and any agreement to which the Purchaser is a party.

Representations of the Purchaser. Because Section 7.1 REPRESENTATIONS OF THE PURCHASER. The Purchaser represents and warrants to Sellers as follows: Section 7.2 EXISTENCE AND GOOD STANDING; AUTHORIZATION AND VALIDITY OF AGREEMENT. (a) The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Purchaser is, or prior to the Closing will be, duly qualified as a foreign corporation and in good standing in each jurisdiction in which such qualification is required by law, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect on the Purchaser. (b) The Purchaser has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements by the Purchaser and the consummation by the Purchaser of the exemptions from transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action on the registration requirements of the federal Securities Act of 1933 (the “Act”) and from the qualification requirements of the California Corporate Securities Law of 1968 (the “Law”) relied upon by the Company in making the sale of the Stock to Purchaser, Purchaser hereby warrants that Purchaser: 2.1 Is purchasing the Stock for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Act or the Law. 2.2 Understands that the Stock has not been registered under the Act or qualified under the Law by reason of specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature part of the Purchaser’s investment intent as expressed herein. In this connection, This Agreement and the Ancillary Agreements have been duly executed and delivered by the Purchaser understands thatand, in assuming the view due execution and delivery thereof by the Sellers are valid and binding obligations of the Securities Purchaser, enforceable against them in accordance with their respective terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and Exchange Commission (similar laws affecting the “Commission”)enforcement of creditors' rights generally and to general equitable principles, the statutory basis for such exemption from the Act may not be available if the Purchaser’s representations mean that the Purchaser’s present intention is to hold the Stock for whether invoked in a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, proceeding in equity or for a year or any other fixed period in the futureat law. 2.3 Further understands that the Stock must be held indefinitely unless it is subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available. 2.4 Is aware of Rule 144 promulgated under the Act which permits limited public resale of stock acquired in a non-public offering, subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about the Company, the passage of not less than six months (one year in certain circumstances) after the holder has purchased and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or to “market maker”, and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month periodSection 7.3 CONSENTS AND APPROVALS; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company at the time of sale and has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year in certain circumstances) prior to their saleNO VIOLATIONS. The Purchaser understands that the Company’s Common Stock may not be publicly traded or the Company may not be satisfying the current public information requirements of Rule 144 at the time the Purchaser wishes to sell the Stock; and thus, the Purchaser may be precluded from selling the Stock under Rule 144 even though the minimum holding period may have been satisfied. In addition, the Purchaser is aware that Rule 144 does not affect the Purchaser’s obligations under the Law and, notwithstanding the availability of Rule 144, the Stock may not be sold unless it is qualified under the Law or an exemption from such qualification is available. 2.5 Further understands that in the event the requirements of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition of the Stock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 2.6 Has either Assuming (i) a preexisting business that any filings required under the HSR Act are made and the waiting periods thereunder have been terminated or personal relationship with the Company or its directors or officers or has expired, (ii) by reason of Purchaser’s business or financial experience, the capacity to protect Purchaser’s own interest in connection with the transactions contemplated by this Agreement. 2.7 Without in any way limiting the representations set forth above and subject to compliance with Sections 4, 5 and 6 below, Purchaser further agrees not to make any disposition of all or any portion receipt of the Stock unless and until: 2.7.1 There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or 2.7.2 Purchaser shall: (i) have notified the Company requisite approvals or clearances of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionapplicable foreign antitrust authorities, if any, and (iiiii) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Silver Spring Networks, Inc. Restricted Stock Grant Agreement or qualification under the Law or other applicable state securities laws. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 2.7.3 Notwithstanding the provisions of Sections 2.7.1 and 2.7.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer (as defined in Section 6.1) by a Purchaser by gift, will or intestate succession to any family member who is a Permitted Transferee (as defined in Section 2.7.4), if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Purchaser hereunder. 2.7.4 Purchaser may transfer all or any part receipt of the Stock to his or her spouse, to his or her ancestors or lineal descendants (whether natural or adopted) or the spouses of any of such persons, to any trust solely for the benefit necessary approvals of the Purchaser or any of the foregoing persons, or to any corporation in which the Purchaser owns one hundred percent Bankruptcy Court (100%) of the capital stock (hereinafter referred to collectively as the “Permitted Transferees”), provided that each such Permitted Transferee shall first agree in writing to be bound by the terms and provisions of this Agreement. Each Permitted Transferee under this Section 2.7.4 shall hold any Stock transferred to such Permitted Transferee subject to all of the provisions of this Agreement, and shall make no further transfers other than as provided herein. Any change in the ownership of a corporation to which a permitted transfer has been made, or any change in a beneficiary of a trust to which a permitted transfer has been made to a beneficiary other than a foregoing permitted family member, shall be deemed to constitute a transfer of shares of Stock to other than a Permitted Transferee and shall be subject to the terms and provisions of this Agreement, including, without limitation, the Sale Procedures Order and the Approval Order), the execution and delivery of (x) this Agreement by the Purchaser and (y) the Ancillary Agreements by the Purchaser and the consummation of the transactions contemplated hereby and thereby will not result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of repurchase and termination, cancellation, payment or acceleration) under, or result in the right creation of first refusal set forth in Section 5 and Section 6 hereof, respectively. 2.8 Is aware that the receipt any Lien on any of the Stock properties or assets of the Purchaser under (a) the charter or By-laws or other constituent documents of the Purchaser, (b) any Law or Order by him which the Purchaser is bound or by which any of its properties or assets are bound (c) any of the receipt terms, conditions or provisions of income for state any Contract to which Purchaser is a party, or by which it or any of its properties or assets is bound and federal income tax purposes in an amount equal (d) will not require any filing with, or permit, consent or approval of, or the giving of any notice to, any Governmental Authority on or prior to the fair market value per share of the Stock upon the date restrictions upon forfeiture of the Stock lapse or upon the date the filing of an appropriate election under Section 83(b) (“83b Election”) of the Internal Revenue Code is made by Purchaser. Purchaser understands that the Company will withhold income and other payroll taxes from Purchaser’s compensation as a result of the issuance of the Stock to him hereunder. Purchaser has consulted a tax advisor and is aware of the consequences of making a timely 83b Election and the consequences of not making such an election. Purchaser is aware such election must be made with the Internal Revenue Service (“IRS”) within 30 days of the date of this Agreement (the IRS makes no exceptions) and that Purchaser is solely responsible for making an 83b Election. If an 83b Election is madeClosing Date, the Purchaser must meet other requirements including filing absence of which would not reasonably be expected to have a copy of Material Adverse Effect on the original 83b Election with Purchaser’s tax return and providing a copy to the Company. Silver Spring Networks, Inc. Restricted Stock Grant Agreement.

Representations of the Purchaser. Because The Purchaser represents that it understands that the Warrant, the shares of Preferred Stock issuable upon exercise thereof (the "WARRANT SHARES") and the shares of Common Stock issuable upon conversion of the exemptions from the registration requirements Warrant Shares are speculative investments that it is aware of the federal Securities Act of 1933 (the “Act”) Company's business affairs and from the qualification requirements of the California Corporate Securities Law of 1968 (the “Law”) relied upon by financial condition and that it has acquired sufficient information about the Company in making to reach an informed and knowledgeable decision to acquire sufficient information about the sale of Company to reach an informed and knowledgeable decision to acquire the Stock to Purchaser, Warrant. The Purchaser hereby warrants that Purchaser: 2.1 Is is purchasing the Stock Warrant and any Warrant Shares issued upon exercise thereof for investment for the Purchaser’s its own account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning in violation of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Law. 2.2 Understands any applicable state securities laws. The Purchaser further represents that is understands that the Stock has Warrant and Warrant Shares have not been registered under the Securities Act or qualified under the Law by applicable state securities laws b reason of specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s 's investment intent as expressed herein. In this connection, the The Purchaser understands that, in the view of the Securities and Exchange Commission (the “Commission”), the statutory basis for such exemption from the Act may not be available if the Purchaser’s representations mean that the Purchaser’s present intention is to hold the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 2.3 Further understands that the Stock Warrant and any Warrant Shares purchased upon exercise thereof must be held indefinitely unless it is such securities are subsequently registered under the Securities Act and qualified under the Law all applicable state securities laws and regulations or an exemption from such registration and such or qualification is available. 2.4 Is aware of Rule 144 , and that the Company is under no obligation to register or qualify such securities except as set forth in the any Registration Agreement described on Schedule A, if applicable. The Purchaser is an "accredited investor" as defined in Regulation D promulgated under the Act which permits limited public resale of stock acquired in a non-public offering, subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about the Company, the passage of not less than six months (one year in certain circumstances) after the holder has purchased and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or to “market maker”, and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company at the time of sale and has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year in certain circumstances) prior to their saleSecurities Act. The Purchaser understands that the Company’s Common Stock may not be publicly traded or the Company may not be satisfying the current public information requirements Purchaser's corporate headquarters and principal place of Rule 144 at the time the Purchaser wishes to sell the Stock; and thus, the Purchaser may be precluded from selling the Stock under Rule 144 even though the minimum holding period may have been satisfied. In addition, the Purchaser business is aware that Rule 144 does not affect the Purchaser’s obligations under the Law and, notwithstanding the availability of Rule 144, the Stock may not be sold unless it is qualified under the Law or an exemption from such qualification is available. 2.5 Further understands that located in the event the requirements State of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition of the Stock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own riskIllinois. 2.6 Has either (i) a preexisting business or personal relationship with the Company or its directors or officers or (ii) by reason of Purchaser’s business or financial experience, the capacity to protect Purchaser’s own interest in connection with the transactions contemplated by this Agreement. 2.7 Without in any way limiting the representations set forth above and subject to compliance with Sections 4, 5 and 6 below, Purchaser further agrees not to make any disposition of all or any portion of the Stock unless and until: 2.7.1 There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or 2.7.2 Purchaser shall: (i) have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Silver Spring Networks, Inc. Restricted Stock Grant Agreement or qualification under the Law or other applicable state securities laws. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 2.7.3 Notwithstanding the provisions of Sections 2.7.1 and 2.7.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer (as defined in Section 6.1) by a Purchaser by gift, will or intestate succession to any family member who is a Permitted Transferee (as defined in Section 2.7.4), if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Purchaser hereunder. 2.7.4 Purchaser may transfer all or any part of the Stock to his or her spouse, to his or her ancestors or lineal descendants (whether natural or adopted) or the spouses of any of such persons, to any trust solely for the benefit of the Purchaser or any of the foregoing persons, or to any corporation in which the Purchaser owns one hundred percent (100%) of the capital stock (hereinafter referred to collectively as the “Permitted Transferees”), provided that each such Permitted Transferee shall first agree in writing to be bound by the terms and provisions of this Agreement. Each Permitted Transferee under this Section 2.7.4 shall hold any Stock transferred to such Permitted Transferee subject to all of the provisions of this Agreement, and shall make no further transfers other than as provided herein. Any change in the ownership of a corporation to which a permitted transfer has been made, or any change in a beneficiary of a trust to which a permitted transfer has been made to a beneficiary other than a foregoing permitted family member, shall be deemed to constitute a transfer of shares of Stock to other than a Permitted Transferee and shall be subject to the terms and provisions of this Agreement, including, without limitation, the right of repurchase and the right of first refusal set forth in Section 5 and Section 6 hereof, respectively. 2.8 Is aware that the receipt of the Stock by him is the receipt of income for state and federal income tax purposes in an amount equal to the fair market value per share of the Stock upon the date restrictions upon forfeiture of the Stock lapse or upon the date the filing of an appropriate election under Section 83(b) (“83b Election”) of the Internal Revenue Code is made by Purchaser. Purchaser understands that the Company will withhold income and other payroll taxes from Purchaser’s compensation as a result of the issuance of the Stock to him hereunder. Purchaser has consulted a tax advisor and is aware of the consequences of making a timely 83b Election and the consequences of not making such an election. Purchaser is aware such election must be made with the Internal Revenue Service (“IRS”) within 30 days of the date of this Agreement (the IRS makes no exceptions) and that Purchaser is solely responsible for making an 83b Election. If an 83b Election is made, the Purchaser must meet other requirements including filing a copy of the original 83b Election with Purchaser’s tax return and providing a copy to the Company. Silver Spring Networks, Inc. Restricted Stock Grant Agreement