SolarMax Technology, Inc.

SCOPE CHANGES.

6.1 Changes in the Work.

6.1.1 During the term of this Agreement, either Contractor or Owner may request a change in the Work by delivering to the other Party a proposed change order in substantially the form attached as Exhibit K and in accordance with the requirements of this Section 6.1.1 (such request a “Change Order”). A Change Order must include, if applicable: (i) the scope of any extra Work, (ii) the cost to be added or subtracted from the Contract Price, (iii) the anticipated effect of the Change Order on the Project Schedule and the Guaranteed Completion Dates, (iv) if applicable, notice that the Change Order is requested as a result of an Excusable Delay, and (v) an explanation of the basis for the estimates set forth in (i)-(iv). The explanation of the basis for a change in the Contract Price shall include, as appropriate, relevant cost information regarding the portion of the Contract Price that is affected by the requested change, vendor pricing for the cost of Materials added or deleted by such change, and estimated quantities of Materials and labor added or deleted by such change. No change shall be incorporated in the Work unless expressly agreed to in writing by Owner, acting in its sole and absolute discretion (except as set forth in Section 6.1.3). Payment for each Change Order is due upon achievement of the applicable Progress Milestone performed pursuant to the Change Order, except as may otherwise be set forth in the Change Order. Upon execution by the Parties of any Change Order, such Change Order and any additional Work and Materials authorized by said Change Order shall be made part of this Agreement and any work or materials performed thereunder shall be Work and Materials as such terms are defined herein.

6.1.2 Contractor is not authorized to make any changes to the Scope of Work, and Owner shall be under no obligation to pay for any change in the Work or Materials, unless such change is set forth on a Change Order fully executed in accordance with this Section 6.1 or is made by Contractor in the event of an emergency to prevent, avoid or mitigate injury, damage or loss to life or property and prompt notice thereof is provided to Owner. Notwithstanding the foregoing, Contractor and Owner acknowledge and agree that requested changes in the Work or Materials may be time sensitive and that Contractor may, solely upon prior written consent of Owner, begin such out-of-scope work prior to the execution of a Change Order. In such case, both Parties agree to work expeditiously toward processing an executed Change Order.

6.1.3Material Event for Contractor. Upon the occurrence of a Material Event (as defined below) that temporarily or permanently prevents Contractor from performing the Work or which adversely affects the cost or time to perform the Work, Contractor shall be entitled to an equitable Change Order with respect to the Contract Price and/or the Project Schedule. Material Events (a) through (f) below are each an Excusable Event and shall also entitle Contractor to an equitable Change Order with respect to any Guaranteed Completion Dates. Each Change Order shall modify the Contract Price, Project Schedule or Guaranteed Completion Dates, as applicable, solely to the extent the Material Event had an actual, demonstrable, and adverse effect on the same and Contractor, acting in its reasonably discretion in accordance with Prudent Industry Standards, could not have mitigated such change to the Contract Price, Project Schedule or Guaranteed Completion Dates. For the absence of doubt, the existence of a Material Event shall not in and of itself entitle Contractor to an equitable Change Order. For the purposes of this Agreement, a “Material Event” for Contractor shall mean and refer only to, and only to the extent of:

the occurrence of a Force Majeure Event;

the occurrence of an insurable casualty for which delayed completion is covered and paid to Owner;

delays or interference affecting Contractor’s Work resulting from the acts or failures to act of (i) Owner, (ii) the Engineer, or (iii) third parties, including Utility, not under the control of Contractor or its Subcontractors;

the suspension of the Work in whole or in part by Owner for convenience;

an Owner Event of Default;

subject to Contractor’s fulfillment of its obligations in Section 2.9, Hazardous Materials existing at a Site in violation of Environmental Law and not brought on the Site by Contractor or any of its Subcontractors, excluding the presence at or in the Site of agricultural pesticides (or pesticide residues or constituents) in such quantities or concentrations as reasonably would be expected to be present on or in lands that are in active use and historically have been used as crop lands;

the discovery of an Unexpected Subsurface Condition;

delays to the achievement of required approvals for the BESS’s construction, or the interconnection of the BESS, to the extent such delay is caused by the Utility or Owner, or for reasons beyond the control of Contractor;

infrastructure improvements or system upgrades required by the Utility or Owner in connection with the interconnection of the BESS to the Transmission System that are not part of the Scope of Work;

material alteration of Contractor’s permitting costs, means, methods or standards for performing the Work directly caused and necessarily required by changes in applicable Laws after the Effective Date, except for changes known or which should have reasonably been anticipated by Contractor prior to the Effective Date and for any changes in applicable Laws related to immigration, labor, taxes, securities and investments, corporate structuring, or import/export Laws and regulations, regardless of when such changes become effective, all such risks being expressly assumed by Contractor; or any delay in obtaining, or any failure to obtain, or the suspension, nonrenewal or cancellation of, any Governmental Authorization, or other problems associated with the issuance of any Governmental Authorization or the application therefor, provided such delay, failure to obtain, suspension, non-renewal or cancellation of such Governmental Authorization was not caused in whole or in part by the improper, negligent act or omission by Contractor or breach of this Agreement by Contractor.

ARTICLE 7