PARTICIPATION AGREEMENT:
Bidirectional EV Charging Incentive Program (Connecticut)

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Please note that this agreement is shared for reference only. Participants will be invited by email to sign this agreement upon being confirmed as eligible.

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This Incentive Program Participation Agreement (this Agreement) is entered into by Bidirectional Energy, Inc., a Delaware corporation (Sponsor or us), and the undersigned person (Participant or you) as of the date of your acceptance of this Agreement (the Effective Date).  You may accept this Agreement by clicking the applicable box in our email invitation to join the Program or through such other methods as are described in that invitation. If the person accepting this Agreement is doing so on behalf of a company or other entity, then such person represents and warrants that they have full authority to bind such entity to this Agreement (in which case, the terms “Participant” and “you” shall refer to such entity). Each of Sponsor and Participant may be referred to in this Agreement individually as a Party and collectively as the Parties. 

BACKGROUND

Sponsor is conducting this Bidirectional EV Charging Incentive Program (this Program) as part of our larger project titled Grid-Supportive Residential Bidirectional EV Chargers Towards An Electrified and Decarbonized Future (the Project).  Both this Program and the overall Project are provided with the financial support of the Connecticut Innovative Energy Solutions Program (IES), which is led by the Connecticut Public Utilities Regulatory Authority (PURA), and provided in partnership with the United Illuminating Company and The Connecticut Light & Power Company d/b/a Eversource Energy (the EDCs).

This is a limited term Program. In order to achieve our Program goals in the time available, participants must act promptly at all stages of the Program.  Please pay careful attention to all applicable timelines set forth on our website or in other Program documentation (Program Timelines). We reserve the right to reasonably modify or update such Program Timelines at any time during the term of the Program by providing you with advance written notice of such change.   A failure to adhere to Program Timelines could result in your disqualification from the Program.

This Program has limited enrollment capacity.  Your spot in the Program will not be reserved until you have accepted this Agreement.

NOW, THEREFORE, the Parties agree as follows:

A. General Program Requirements.  

1. Purchase of an Approved Charger.  You must purchase (directly from the manufacturer or an authorized distributor) a bidirectional EV charger (a Charger) that is approved for use in the Program.   The date you submit a binding, non-refundable order for an approved Charger is your Charger Purchase Date. You are solely responsible for the purchase price and all associated delivery charges, taxes, and other fees and charges associated with the purchase of your Charger. Your purchase and use of such Charger shall be governed solely by your agreements with the provider of the Charger (any such purchase agreement and/or terms & conditions for use are collectively referred to as the Charger T&Cs).  

As of November 30, 2025, the only currently approved Charger is the Quasar 2 Bidirectional Charger which is provided by Wallbox USA, Inc. (Wallbox), and which requires the purchase of the associated Wallbox Power Meter (and, if Whole-Home Back Up capability is desired, the Wallbox Power Recovery Unit) (collectively, the Charger Equipment). We will provide written notice (which may be by posting to our website) of any Chargers from other manufacturers that are approved for the Program.  

2. Installation of your Charger.  You must use an approved installation company (Installer) to install your Charger Equipment at your residence. Such engagement and the installation will be governed by your services contract with such Installer (the Installation Contract). You are solely responsible for the payment to the Installer of all fees and charges associated with the installation of your Charger.  

Installation of your Charger by any party other than an approved Installer will terminate this Agreement and you will not be entitled to any Program Incentives or any other compensation. COIL, Inc. (COIL) is the only currently approved Installer for the Program. We will provide written notice of any additional approved Installers that are added to the Program.

3. Interconnection of your Charger with the Grid. You must obtain and maintain throughout the Program Term (as defined in Section E.1.) a valid Interconnection Agreement for your Charger.  This will allow you to discharge power from your EV to the grid in connection with Program Grid Events (see Section B.2. below). You must work with your Installer to file the application for an Interconnection Agreement. Note that filing for an Interconnection Agreement will require payment of a $200 application fee which is not refundable and as to which there is no associated Program Rebate.  The date that you file your Interconnection Application and pay the application fee is your Interconnection Application Date.
4. Electric Vehicle. You must own or lease an EV that is compatible with your Charger (including its bidirectional charging functionality) for the duration of the Program Term. Please note that we will not provide any rebates or other financial support for the cost of purchasing, leasing or maintaining your EV.  You understand that the manufacturer of your Charger is solely responsible for the compatibility (or incompatibility) of your Charger with any particular make or model of EV.  We provide no assurances as to the compatibility of any approved Charger with your EV.
5. Utility Rate Plan. During the Program Term, your electric utility account must be enrolled in a qualifying time-varying residential electricity rate plan. We will inform you of the rate plans available from your utility that qualify for the Program, but, generally speaking, qualifying rate plans include: for UI Territory - Rate RT; for Eversource Territory - Rate 7.   
6. Bidirectional Energy App. As of the commissioning of your Charger’s bidirectional charging functionality (its Interconnection Date) and continuing for the duration of the Program Term, you must (i) schedule all of your EV charging and discharging activity on your Charger solely through the Bidirectional Energy App, and (ii) keep the settings of your Bidirectional Energy App ‘opted in’ for participation in Grid Events.  If you wish to restrict the amount of power discharged from your EV battery during any particular Program Grid Event, you can do so by raising the minimum charge reserve threshold, moving the ready-by time earlier, or leaving your EV unplugged. If for any reason you believe that circumstances require you to adjust your Bidirectional Energy App settings to ‘opt out’ of Grid Events, you should contact Bidirectional Energy at ops@bidirectional.energy to discuss.  

You understand that your use of the Bidirectional Energy App will be governed by and subject to the Bidirectional Energy Terms of Service and Privacy Policy (collectively, the Bidirectional Energy Terms). To the extent that there is any conflict between the Bidirectional Energy Terms and this Agreement, this Agreement shall control to the extent necessary to resolve such conflict.

7. Additional Matters. In addition to the foregoing, during the Program Term, you must:

1. Maintain a Wi-Fi internet connection for your Charger.
2. Maintain an email account for all communications related to the Program.
3. Allow us to collect and use your Program Data as set forth in Section C below.
4. Pay all taxes, if any, associated with your receipt of Program Incentives, and provide us with such additional information or certifications (such as a Form W-9) as are required in connection with such tax matters.
5. Reasonably cooperate with Bidirectional Energy in the execution of the Program, including by providing such additional information or feedback about your experience with the Program, your Charger, and the Bidirectional Energy App as we reasonably request.
6. Participate in any program evaluations that PURA or your EDC might conduct, including, if requested, by allowing PURA or your EDC (or their authorized representative) to visit your residence to review the installation of your Charger.  
7. Comply with all terms and conditions of this Agreement, your Charger T&Cs, your  Installation Contract, and the Bidirectional Energy Terms.

B. Program Incentives. As described in this Section B, the Program provides for a Charger Purchase & Installation Rebate (the Rebate) as well as VPP Pilot Incentives (collectively with the Rebate, the Program Incentives).  All of the Program Incentives are supported by grant funds paid by the EDCs through the PURA IES Program. We have no obligation to pay any Program Incentive to you unless and until we have received specific payment for such amount from your EDC.

1. Rebate. 

• Calculation of Rebate. You may receive a Rebate for up to 100% of your Covered Costs, provided that the Rebate may not in any event exceed $10,889.  For purposes hereof, the term Covered Costs means the (i) the gross purchase price paid by you for your Charger Equipment (excluding sales tax and shipping and handling), plus (ii) the total service fees paid by you to the Installer (excluding taxes, permits, and utility interconnection fees) for the installation of your Charger Equipment.
• Timing of Rebate Claims.  You are not eligible for the Rebate until the Interconnection Date of your Charger. Your Rebate Claim must be submitted to us (with all accompanying materials) within 30 days after the Interconnection Date of your Charger.  
• No “Stacking” Other Incentives.  Participants in this Program may not stack any other rebates, grants or other incentives received from federal, state, local or utility programs in connection with the purchase or installation of your Charger Equipment (Non-Stackable Incentives).  

You agree to notify us in writing within 5 days of your receipt of any Non-Stackable Incentives (including any received after the payment of the Rebate hereunder).  In such case, we may either (i) reduce your Rebate accordingly, or (ii) if already paid to you, request that you repay a portion of your Rebate up to the amount of such Non-Stackable Incentive.  You agree to repay such excess Rebate amount within 30 days of our request.

4. Rebate Claim Process.  To claim the Rebate, you must submit all of the following information to us:

• A signed Rebate Claim (in the form we will provide to you) that will require your certification of compliance with the requirements of this Agreement.
• Receipt for your purchase of the Charger Equipment. You understand that no charging equipment other than the approved Charger Equipment (which is currently only the Wallbox Quasar 2, Power Meter, and (if applicable) Power Recovery Unit, purchased new-in-box and directly from Wallbox or its authorized distributor), is eligible for the Rebate. You must inform the equipment provider at the time of purchase of your enrollment in this Program. 
• Complete copy of the Installer’s installation report for the Charger Equipment, including but not limited to:

• Copy of the Installer’s final invoice for installation services, and receipt for payment
• Copy of the Installer’s Customer Deployment Log 
• Copy of all necessary permits for installation
• Confirmation of your Utility Interconnection Agreement
• Photographs of the installation (pre and post installation) 

The Installer may be able to submit your installation report to us on your behalf. Please discuss with your Installer. 

• Such other documentation as may be reasonably requested by us.

2. VPP Pilot Incentives.  

A primary purpose of the Program is to gather data regarding EV owners’ participation in grid-balancing efforts through the use of bidirectional chargers.  In connection therewith, Bidirectional Energy is working with your EDC to test the use of your Charger (in combination with the bidirectional chargers of other participants in the Program) as a Virtual Power Plant (the VPP Pilot). 

For purposes of this Agreement, a Program Grid Event is a period of time (usually 1 - 4 hours) during which your EDC will offer additional compensation for discharges back to the grid (VPP Incentives), with such VPP Incentives to be calculated and paid in accordance with the separately available VPP Pilot Terms. The maximum VPP Incentives that you may be paid during the VPP Pilot is $1,350.  VPP Incentives will be paid on a seasonal basis after the settlement period is completed.

3. Limited Scope.  You understand that the Rebate and the VPP Incentives detailed herein only apply to this Program. We reserve the right to offer any other discounts, rebates or financial incentives to other customers in connection with other programs as we may determine in our sole discretion. Any such other programs may have additional terms that apply.

C. Program Data. For purposes hereof, Program Data means data relating to the use and operation of your Charger and other data relating to your participation in the Program, including but not limited to: 

• Your Program Enrollment Application, the installation plan/quote provided by your Installer, this Agreement, your Rebate Claim Form with associated documentation, and all other information provided by you or on your behalf in connection with the Program. 
• Information regarding your enrollment in the Program and installation of your Charger, such as your name, address, housing type (single family home, multifamily home, etc.), your household electric infrastructure (such as whether or not you have solar panels), electric utility/CCA service area, tariff rate plan, date of Charger installation, proof of installation (including photos of completed installation), and installation technical information.
• Information regarding your use of the Bidirectional Energy App during the Program Term to manage your EV charging and discharging activity, including your participation in Program Grid Events.
• During the Program Term, interval (15-minute) data as to your Charger’s real-time connection status, charging/discharging status, charging power, EV state of charge (SOC), EV SOC min and max settings, whole-home electricity generation and use, and electricity price. 
• Any information or communications you provide in connection with the Program (including but not limited to any feedback, suggestions for improvement, survey answers, or service requests). 

You agree that we may collect, process, and use such Program Data as necessary or appropriate in connection with our administration of the Program, the performance of services in connection with the Program, or as required by law.  We may also use Program Data to consider whether you might qualify for other energy programs or incentives and to invite you to apply or participate in those other options.

You further agree that we may share Program Data with (i) PURA and the EDCs participating in the Program, (ii) other Program service providers (such as Wallbox and COIL) and with our and their subcontractors and third party service providers, provided that such parties are required to hold such Program Data confidentially and to use it only in connection with the Program or as required by law, (ii) your utility, the grid operator, and any regulatory or governmental authority as necessary or appropriate in connection with the Program or pursuant to applicable law or regulation, (iii) any other third party as required by law or regulation, or (iv) as permitted by your written consent.

Notwithstanding any other provision herein, we may aggregate, anonymize, or otherwise de-identify any of your Program Data and use and disclose such information without restriction, provided that such aggregated, anonymous, or otherwise de-identified data does not individually identify you. We retain all intellectual property rights in any such anonymized data.

Subject to the terms of this Section C and any other applicable terms of this Agreement, we will hold all of your Program Data in accordance with the Bidirectional Energy Privacy Policy; provided that, and for the avoidance of doubt, you understand and agree that no provision of our Privacy Policy shall be deemed (i) to require that we delete or destroy any Program Data, or (ii) restrict or limit our rights to collect, use, and share such Program Data in accordance with the terms of this Agreement.

D. Your Representations and Warranties. You represent and warrant that:

1. As of the date hereof, you are at least 18 years old. We reserve the right to require proof of identity.
2. The real property where your Charger will be installed (as listed in your Enrollment Application for the Program) is your primary residence. You have no present intention to change your primary residence prior to December 31, 2027.  You will notify us within 10 days if you change your primary residence. 
3. During the Program Term, your Charger will be used for personal and non-commercial use only.
4. If you are a tenant, a co-owner, or otherwise do not have sole ownership of your residence, you have obtained the express written consent from the property owner (or co-owner) to install the Charger Equipment. Upon request, you will promptly provide us with a copy of such written consent.
5. You own or lease the EV indicated in your Enrollment Application.  You have no present intention to sell or cease using your EV prior to December 31, 2027. You will notify us within 10 days if you sell your EV or otherwise cease to use it.
6. All information provided by you in connection with your Program Enrollment Application is true, correct and complete as of the date hereof, and all information that is hereafter provided by you to us or any Program service provider or vendor in connection with your participation in the Program shall be true, correct and complete as of the date provided. You will notify us promptly and in writing if any of such information requires updating.
7. You have full right and authority to (i) execute and perform this Agreement, (ii) authorize the installation of the Charger Equipment in your residence, (iii) control the charging of your EV through the Bidirectional Energy App, (vi) enroll the electric utility account for your residence in rate plans as described in Section A.5., and (vii) provide and authorize the use of Program Data as set forth in Section C.

E. Term and Termination

1. Term. The term of this Agreement will extend from the Effective Date until the earliest of (i) the expiration of the Program Term, (ii) the date you terminate this Agreement pursuant to Section E.2., or (iii) the date we terminate this Agreement pursuant to Section E.3. For purposes of this Agreement, Program Term means the period beginning on the Effective Date of this Agreement and ending upon the conclusion of the overall Program, which will not be later than December 31, 2027.
2. Termination by You. You may terminate this Agreement as follows:

1. By written notice to us at any time prior to your Charger Purchase Date, for any reason or no reason at all, and without any penalty hereunder; 
2. By 30 days’ prior written notice to us, if we breach or fail to perform any of our material obligations under this Agreement and fail to cure such breach or default prior to the expiration of such notice period; or
3. By 30 days’ prior written notice to us at any time, subject to your prior repayment to us of any and all Rebates previously received.

3. Termination by Us. We may terminate this Agreement as follows:

1. Upon written notice to you, at any time prior to your Interconnection Application Date for any reason at all (or for no reason).  Potential reasons we may terminate this Agreement under this provision include if you fail to meet Program Timelines with respect to your pre-order of your Charger.
2. Upon 15 days’ written notice to you, if (A) you change your primary residence or sell or cease to use your EV, (B) you unreasonably fail to meet applicable Program Timelines (including, but not limited to, by failing to proceed with the Installation in a timely manner or failing to activate the Bidirectional Energy App in a timely manner), and you do not promptly undertake to remedy such failure upon written notice thereof, or (C) you breach or fail to perform any of your obligations under this Agreement, and fail to cure such breach or default prior to the expiration of such notice period. Upon any termination of this Agreement pursuant to this subsection E.3.(b), you are required to promptly repay any previously paid Rebates; provided that, in connection with a termination for change of residence or sale or cease of use of your EV as to which you have provided us with proper notice under Section D, your repayment obligation will be reduced on a pro-rata basis in accordance with the number of weeks of the Program Term that you completed prior to termination as compared to the total weeks of the Program Term.
3. Upon written notice to you, if our grant funding under the IES is revoked, cancelled or terminated or the Program is otherwise terminated or cancelled; provided that we will request (but cannot assure) payment by your EDC of any Rebate claims submitted by you prior to such termination.  

4. Effect of Termination.  You understand that, following the termination of this Agreement, we will not have any obligation to pay you, and you will not have any right to receive, any Program Incentives or other compensation whatsoever. 

All terms of this Agreement (including any documents attached or incorporated by reference herein) that by reasonable implication contemplate continued rights beyond expiration or termination of this Agreement shall survive the expiration or termination of this Agreement and will continue to be enforceable, including, but not limited to Section C (Program Data), Section D (Your Representations and Warranties), and Section G (Disclaimer of Warranties; Limitation of Liability; Indemnification).

F. No Guarantee of Cost Savings or Energy Earnings

The Bidirectional Energy App is designed to help achieve savings in overall electricity costs. The actual amount of cost savings that may be realized by you from charging optimization will depend on many factors, including but not limited to the specific charging protocols (minimum charge reserve, ready-by time, etc.) that you select in the Bidirectional Energy App. We make no guarantees and provide no assurances as to the total cost savings, if any, that you may achieve through the Program or use of the Bidirectional Energy App. Furthermore, the amount of VPP Incentives that you receive through the Program will depend on various factors outside of our control, including the number and duration of Program Grid Events called by your EDC and the level of your participation in such Program Grid Events. We do not provide any assurances of the total amount of compensation that you will receive in connection with your participation in Program Grid Events.  

G. Disclaimer of Warranties; Limitation of Liability; Indemnification

You understand and acknowledge that any reference on our website or in any Program marketing materials to Wallbox, COIL or any other third-party provider of goods or services as our “partner” is intended only to indicate that such party is a member of the team of approved providers of goods or services for the Program (the Program Team).  No such reference is intended, nor shall be deemed, to imply that there is a legal partnership or agency relationship between Bidirectional Energy and any such third party.  All members of the Program Team are independent contractors, and none of Bidirectional Energy nor any other members of the Program Team are authorized to contractually bind or make representations on behalf of any other member of the Program Team.  

We provide no assurance or guarantee, and make no representations or warranties, with respect to the quality, safety, compatibility, or performance of your Charger Equipment, any installation or other services provided by your Installer, or any other third party product or service, and we expressly disclaim any such assurance, guarantee, representation, or warranty. 

You must perform your own evaluation of the approved Charger Equipment, the installation and other services offered by the approved Installer, and the potential benefits and risks of this Program and its requirements. In the event of problems with your Charger Equipment and/or any such installation or other services, your sole rights and recourse will be against the provider of the Charger Equipment and/or your Installer, and subject to the terms and conditions of your Charger T&Cs and/or your Installation Contract. 

YOU AGREE THAT BIDIRECTIONAL ENERGY SHALL NOT HAVE ANY LIABILITY WHATSOEVER (WHETHER FOR DAMAGE, LOSS, REPAIR, PERSONAL INJURY, DEATH, PROPERTY DAMAGE, OR OTHERWISE), IN CONNECTION WITH YOUR PURCHASE, INSTALLATION, OR USE OF ANY CHARGER EQUIPMENT, ANY INSTALLATION SERVICES, OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY ANY PARTY OTHER THAN BIDIRECTIONAL ENERGY, INC. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND DEFEND BIDIRECTIONAL ENERGY, INC. AND OUR DIRECTORS, OFFICERS, AND EMPLOYEES AGAINST ANY AND ALL CLAIMS, LOSS, DAMAGE, OR LIABILITY THAT ARISE OUT OF, OR ARE IN ANY WAY CONNECTED WITH, YOUR PURCHASE, INSTALLATION OR USE OF ANY CHARGER.

YOU AGREE THAT WE HAVE NO OBLIGATION TO PAY, AND SHALL HAVE NO LIABILITY WITH RESPECT TO, ANY REBATES OR VPP INCENTIVES UNLESS AND UNTIL WE HAVE ACTUALLY RECEIVED SPECIFIC PAYMENT FOR SUCH REBATE OR VPP INCENTIVE FROM YOUR EDC.

NEITHER PARTY SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM FOR ANY LOST PROFITS OR UNREALIZED COST SAVINGS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT SUCH DAMAGES WERE REASONABLY FORESEEABLE. THE PRECEDING SENTENCE SHALL NOT LIMIT OR PRECLUDE (A) LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW OR (B) LIABILITY ARISING UNDER YOUR INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE.

You understand that your use of the Bidirectional Energy App and your participation in the Bidirectional Energy VPP is subject to the Bidirectional Energy Terms, including the disclaimer of warranties, limitations on liability, and indemnification provisions therein.

H. Miscellaneous

1. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to any conflicts of law principles.  
2. Notices. All notices, requests, and other communications (other than legal process) pursuant to this Agreement or in connection with the Program must be provided via email and sent to the Parties according to the contact information provided in the following paragraph. Either Party may update their notice address at any time by providing written notice to the other Party.

Notices to us should be delivered by email to ops@bidirectional.energy, with the Subject Line: PURA Program Notices, while notices to you will be delivered to the email address provided to us in your Enrollment Application. If receipt of emailed notice occurs during standard business hours (Mon-Fri, 9 am - 5 pm and not a federal or Connecticut state holiday), then such notice shall be deemed given upon receipt; otherwise, such notice will be deemed to be given as of the next business day following receipt of the notice. 

3. Electronic Communications. You agree to receive emails, telephone calls, and other electronic communications from us and other parties involved in the Program at the email and telephone number you provided in your Enrollment Application. 
4. No Third-Party Beneficiaries. Except for indemnified parties under Section G, there are no third-party beneficiaries to this Agreement.
5. Construction. Each Party acknowledges that it has consulted with or had the opportunity to consult with counsel of its choice, and that in accepting this Agreement it has not relied upon any statements, representations or agreements other than those expressly contained herein. This Agreement will not be strictly construed against either Party by reason of the drafting or preparation hereof.
6. Entire Agreement; Waiver; Severability; No Assignment. This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous negotiations or agreement, whether oral or written, related to the Program. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that or any other right. If any provision of this Agreement is found to be invalid or unenforceable, the other provisions in this Agreement shall remain in full force and effect and shall be construed in order to effectuate the purpose and intent of this Agreement.  This Agreement may not be assigned by you except with the prior written consent of Bidirectional Energy.

Amendments. We may amend this Agreement at any time prior to your Charger Purchase Date (or, if earlier, your Interconnection Application Date) by written notice to you. If you do not agree to any such amendment, you should provide us with notice of your election to terminate this Agreement pursuant to Section E.2.(a). By continuing in the Program following such notice, you will be deemed to have agreed to such amendment. Any other amendment or modification of this Agreement may only be made by the Parties’ mutual written agreement.

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