SolarMax Technology, Inc.

**ARTICLE 2

SCOPE OF WORK

Owner and Contractor hereby agree that their respective rights and obligations concerning the Scope of Work, in addition to what is described in Exhibit A to this Agreement, shall be as follows:

2.1****Work and Materials. Excepting such exclusions from Contractor’s scope as are expressly stated in Exhibit A, Exhibit M or Exhibit N, Owner hereby retains Contractor to do the following:

2.1.1 Contractor shall perform, furnish, undertake, procure and provide or cause to be performed, furnished, undertaken, procured and provided, all work for the procurement (including the importation, transportation to the Site and unloading), construction, installation, interconnection, testing, start-up and commissioning of the Battery and the Substation at the Site, diligently and in a good and workmanlike manner and in accordance with the drawings, plans and specifications, and the provisioning of the Materials and required tools, transportation, administration, providing personnel, labor and other services, and other items required to complete and deliver to Owner the fully integrated, interconnected, installed, tested, and operational BESS. All the previous shall be provided on turnkey basis, and otherwise in accordance with the terms and conditions of this Agreement, the requirements of the manufacturers of all Materials, Laws and applicable standards. The Work shall be performed as to ensure that no exclusions or limitations to any manufacturer’s warranty shall apply.

2.1.2 Contractor shall provide, at Contractor’s cost, all of the utilities, including but not limited to temporary power required at the Site to perform the Work until the achievement of Final Completion. Following Final Completion, all electric power shall be provided by Owner at Owner’s cost.

2.1.3 Contractor shall provide such reasonable cooperation, including but not limited to engineering support, attendance at meetings, and coordination of BESS design, as may be reasonably required by Owner, to (i) complete the installation of the interconnection facilities and related metering equipment required by Owner, the Interconnection Agreement and the Utility (as applicable) on or around the Site prior to the Substantial Completion Date, and (ii) interconnect the Battery to the Transmission System. Contractor shall not interconnect the Battery to the Transmission System or otherwise energize the Battery or the Substation without Owner’s prior written approval. Contractor shall coordinate, procure and perform the Work associated with and required for the interconnection of the BESS, including approval from the Utility and any related costs and expenses if applicable to the scope of Work. For avoidance of doubt, Contractor bears the full risk and cost associated with the coordination, procurement, and installation of Work associated with and required for interconnection of the BESS as described in this Agreement, includingas outlined by the submitted plan set, but not forany related costs and expenses required in connection with the interconnection of the BESS; provided that Owner shall be responsible for infrastructure improvements or system upgrades required by the Utility or Owner in connection with the interconnection to the Transmission System that are otherwise not part of the Scope of Work.

2.1.4 Contractor shall provide all design and engineering drawings to Owner for its review in accordance with the Project Schedule. Owner shall have the right, but not the obligation, to review all design and engineering drawings and may direct Contractor to make such changes to the design and engineering of the Project as Owner reasonably believes are necessary, so long as any such changes are included within the Work (or, if not, a Change Order has been executed with respect to such Changes); provided, however, that no such review or requested changes, nor any failure by Owner to review, shall impose any liability on Owner (other than to make payment in accordance with any applicable Change Order) or relieve Contractor of any of its responsibility for the design, engineering and performance of the Project as provided in this Agreement.

2.1.5 Contractor shall at its own expense conduct the Contractor Tests, as described in Exhibit E and Exhibit F and any tests required by the Utility, excluding any fees for independent technical or engineering consultant review initiated by Owner which will be paid by Owner. Any such tests shall be conducted in accordance with the relevant manufacturer’s written instructions, unless otherwise agreed to by Owner in advance in writing.

2.1.6 The BESS shall be designed, engineered and constructed to achieve the Performance Criteria.

2.1.7 Contractor shall ensure all of Contractor’s Personnel assigned to the Work or the Site, including but not limited to, any Project Manager:

(i) are in compliance with the Site Requirements;

(ii) are qualified by training, licenses or certifications, as may be required under applicable Laws, and experienced to perform the Work;

(iii) are familiar with the applicable Laws concerning worker safety that apply to the Work;

(iv) understand their roles and have the necessary skills to perform their obligations under this Agreement including those relating to safety, the environment, quality assurance, labor requirements, and Site rules and procedures;

(v) are familiar with the applicable wage rates for all classifications of Work to be performed on the Project;

(vi) have received proper training necessary for understanding their roles and performing their obligations under this Agreement including those relating to safety, the environment, quality assurance, labor requirements, and Site rules and procedures; and

(vii) have knowledge of any previously identified potential or actual danger to health or safety in the workplace, if any, and the plans and programs put in place to address such danger.

2.1.8 Contractor shall be solely responsible for providing, scheduling and coordinating the Subcontractors and Contractor’s Personnel unless otherwise provided in this Agreement. Contractor shall also be solely responsible for ensuring that, throughout performance of the Work, all Subcontractors and Contractor’s Personnel comply with the Site Requirements, applicable Environmental Laws and other Laws relating to worker health and safety. Contractor shall cooperate with other Persons specifically identified by Owner (“Identified Persons”), in all matters of common interest pertaining to services being provided under agreements between Owner and such other Identified Persons, including the Site Lease, and ensure that the Work being performed on the Site does not materially obstruct the operations of Owner or other Identified Persons providing services at or near the Site. Except where Owner Representative requests in writing a specified form of communication, Contractor shall communicate with Owner and all such other Identified Persons solely through Owner Representative. Except where Owner Representative requests in writing a specified form of communication, Contractor shall ensure that all Subcontractors communicate with Owner solely through Contractor. Contractor shall ensure that each Subcontractor and any worker of Contractor and Subcontractor do not take any action that is not permitted under this Agreement. Where any Subcontractor performs any of the Work, Contractor shall ensure that the Subcontractor names Owner as a beneficiary/obligee under any performance, labor and material payment or lien bond posted in respect of that Work.

2.1.9 Contractor’s Personnel shall be responsible for the security of the Work and, following their respective delivery to the Site by or on behalf of Owner, all Materials and equipment prior to the Substantial Completion Date and shall coordinate with Owner for the ingress and egress of Contractor’s Personnel to and from the Site.

2.1.10 Where this Agreement describes the Work or Materials in general terms, but not in complete detail, it is understood and agreed that the Scope of Work and Materials include any reasonably foreseeable incidental work and materials that are required and necessary to complete the Project in accordance with this Agreement, including Exhibit A. As part of the Work, at no additional cost or expense to Owner, Contractor shall pay all transportation charges incurred by Contractor in connection with its performance of this Agreement (including procuring, transporting and delivering the Materials) and any other items provided by Contractor pursuant to this Agreement and all charges for shipping, air travel and in-land transportation for the same, unless defined elsewhere as an Owner responsibility. Contractor acknowledges that this Agreement constitutes a fixed-price obligation to perform the Work, including to design, engineer, procure, construct, interconnect, test, start-up and commission the BESS, unless modified by any Owner responsibility as described elsewhere in this Agreement or in Exhibit A.

2.2****Contractor Obligations. Without limiting the other provisions of this Agreement, including those in Section 2.1, or in Exhibit A, Contractor shall perform, or cause to be performed, the following as part of the Work:

2.2.1General. Contractor shall perform and execute the provisions of this Agreement as an independent contractor and not as an agent or employee of Owner. No Subcontractor, representative, agent or employee of Contractor shall be deemed for any purpose to be an agent, servant, employee, or representative of Owner. Contractor shall have no power or authority to execute contracts on behalf of Owner or otherwise bind Owner, nor shall Contractor represent itself as having such power or authority. Contractor shall have control over the details of the Work and the manner in which the Work is to be accomplished. Contractor shall be solely responsible for all Work means, methods, techniques, sequences, and procedures for coordinating all parts of the Work. Contractor shall implement and utilize its internal control measures and systems to the extent Contractor deems them necessary or appropriate for the successful completion of the Project. Contractor shall be responsible for overall BESS installation safety and management of the Work. Contractor shall, at its sole cost and expense, procure, deliver, handle, and appropriately store (including providing security as deemed reasonably appropriate by Contractor for the same) all Material used in the Work and all other property owned or leased by Contractor or any of its Subcontractors and used in the Work, each in accordance with manufacturers’ recommendations. Upon commercially reasonable request from Owner, Contractor shall facilitate the activities of and reasonably cooperate with Owner in Owner’s efforts to meet the information, notice, communication and coordination requirements of any agreement entered or to be entered into by Owner with third parties in connection with the Project, including the Interconnection Agreement. Notwithstanding the foregoing, nothing in this section 2.2.1 shall reduce, diminish, or replace Contractor’s obligation to make repairs or to correct any defect or deficiency identified by Owner.

2.2.2Reports. Contractor agrees to supply to Owner, through a mutually agreed transfer method, records of the electricity extracted from or delivered to the Transmission System by the Battery prior to the Commercial Operation Date. The method and timing of the transfer of such data shall be agreed to prior to the Substantial Completion Date.

2.2.3Reserved.

2.2.4Inspections; Contractor Tests; Connection**.**

Contractor shall conduct and supervise all building and structural inspections as required by this Agreement and Law and promptly provide to Owner all Governmental Authorizations received in conjunction therewith.

Except to the extent of design, meter installation and interconnection responsibilities of Utility (or other utilities pursuant to the Interconnection Agreement or as required by applicable Law) and certain permitting and other responsibilities of Owner as may be described in Exhibit A, Contractor shall procure, construct, install and test the Work and all components thereof, including all interconnection facilities that are required to interconnect the BESS to the Transmission System in accordance with the Interconnection Agreement, and as otherwise required pursuant to this Agreement. Owner, at its own cost, shall be responsible for completing the Interconnection Agreement prior to the Substantial Completion of the Project.

Contractor is responsible for conducting and supervising the electrical inspections for the BESS as part of the Work. Contractor shall schedule an electrical inspection of the BESS with the appropriate Governmental Authorities and the Utility, and shall provide to Owner and Engineer a completed inspection certificate for the BESS from each such Persons, which certificate(s) shall be in a commercially reasonable and customary form. If for any reason the BESS does not receive a satisfactory inspection certificate, Contractor shall repair or correct any defect or deficiency that caused such failed inspection at Contractor’s cost. Upon completion of such repairs or correction, Contractor shall cause such electrical inspection to be re-performed in accordance with this Section 2.2.4.

Contractor is responsible for conducting and supervising the Contractor Tests and Utility inspections as part of the Work. Further, Contractor shall provide Utility and Owner with at least five (5) Days prior written notice that Contractor is installing any utility interconnection meter. Following receipt by Contractor of a satisfactory inspection certificate for the BESS pursuant to Section 2.2.4, as a condition to Substantial Completion, Contractor shall schedule an inspection of the BESS by Utility, if required to do so by Utility. Contractor shall present commercially reasonable and customary evidence to the Engineer and Owner that the BESS is authorized to be connected to the Transmission System. If for any reason the BESS does not receive a satisfactory inspection certificate or Contractor is unable to provide such satisfactory evidence, Contractor shall repair or correct any defect or deficiency that caused such failed inspection at Contractor’s cost. Upon completion of such repairs or correction, Contractor shall cause such utility inspection to be re-performed in accordance with this Section 2.2.4.

2.2.5Certification of Completion – Mechanical Completion, Substantial Completion and Final Completion**.**