?3 JGOAI. Japan Coal Energy Center MEMORANDUM OF UNDERSTANDING Between The State of Wyoming Japan Coal Energy Center Concerning Cooperation In Coal Trade, Clean-coal Solutions, Carbon Capture Utilization Storage (CCUS) Monday July 25, 2016 The PARTIES are the STATE OF WYOMING of USA (hereinafter referred to as which includes REPRESENTATIVE GOVERNMENT AGENCIES (identified as the University of Wyoming, the Wyoming Business Council and the Wyoming Infrastructure Authority), and JAPAN COAL ENERGY CENTER (JCOAL) of the CITY of TOKYO of Japan (Tokyo). WYOMING and its REPRESENTATIVE GOVERNMENT AGENCIES and JCOAL are referred to herein as the and each individually as the Recognizing the mutual interests and benefits in strengthening cooperation within a framework of friendship and collaboration, each PARTY seeks to work together in pursuit of their desires to cooperate, share knowledge and conduct joint activities within the fields of Coal Trade (to include coal exports and sales together with related economic development), Clean-coal Solutions, and Carbon Capture Utilization Storage (CCUS) technology development, applications and approaches (hereinafter termed of AGREED The PARTIES have reached the following understanding: 1. PURPOSE The purpose of this Memorandum of Understanding (the is to formally acknowledge a best endeavors working relationship between WYOMING (through its REPRESENTATIVE GOVERNMENT AGENCIES) and JCOAL in the FIELDS OF AGREED COOPERATION, that will be occur between the PARTIES in the spirit of equality, reciprocity and mutual benefit. 2. IMPLEMENTATION The PARTIES will, upon signing this MOU, work together to develop a project annex that will set forth the timing and scope for specified forms of cooperation for each activity they intend to carry out under this MOU. The PARTIES understand that each PARTY will be reSponsible for its own costs, disclosure of information, or provision of other resources required to prepare this project annex and that outcomes will not be legally binding in any shape or form on any PARTY. This does not preclude in the course of development of the project annex, the possible preparation and implementation of non-disclosure and confidentiality agreements to restrict use and further sharing by the receiving PARTY of any proprietary information belonging to the providing PARTY. MOU BETWEEN JCOAL AND THE STATE OF WYOMING 2 I a 3. DESIGNATED REPRESENTATIVES MOU signatory designated representatives are defined as individuals whom the signatory vests authority and responsibility to act on their behalf and operate only within the confines of this agreement. A designated representative shall be appointed in writing by a signatory to this MOU and addressed to each PARTY to this. MOU, before they are eligible to act on their behalf to operate this MOU. For the purposes of clarity, possible designated representatives to this MOU who may be asked to act on behalf of WYOMING are identified as: Wyoming Infrastructure Authority Executive Director Wyoming Business Council Chief Executive Officer University of Wyoming Executive Director, School of Energy Resources For the record, the current incumbents of these positions are Wyoming Infrastructure Authority Jason Begger Wyoming Business Council Shawn Reese University of Wyoming Mark Northam 4. FORMS OF COOPERATION The PARTIES understand that cooperation in accordance with this MOU may include, but is not limited to, the following forms ofjoint activity: The promotion of technical cooperation: the exchange of technical experts and information, the conduct of events, scoping joint research and technology development projects, participation in jointly-organized workshops, seminars, and symposiums; The facilitation of research and development: the conduct of material business which might include technology transfer and demonstration projects and provision of know-how, consultancy and services; and The development of networks for efficient communication and information exchange: forming collaborations and cooperation among and between entities resident in a country public and private sector(s); and The facilitation of coal exports and sales, which may include the development of new USA coal export and Japanese coal import terminals, public support to existing terminal projects together with establishing sales contracts for Wyoming coal, and MOU BETWEEN JCOAL AND THE STATE OF WYOMING 3 a Other mutually beneficial activities agreed by the PARTIES, providing these pursuits are committed to in writing by the signatories to this MOU, or their designated representatives. . 5. AREAS OF COOPERATION The PARTIES understand that cooperation and conduct of joint-activities under this MOU will include the FIELDS OF AGREED COOPERATION, which will not ?necessarily preclude other topic areas beyond those cited in the preamble to this MOU, and may become apparent during disclosure during operation of this MOU. 6. FINANCIAL CONSIDERATIONS Each PARTY understands that cooperation under this MOU will be subject to the availability of their respective funds and resources. Each PARTY will each bear their own coSts which they incur when operating under this MOU, unless they decide otherwise in writing under a project annex. Each PARTY understands that, if deemed appropriate, all costs or estimated costs will be detailed in the project annex. Within the spirit of cooperation, wherever possible resourcing costs incurred to perform joint-activity shall be broadly equal, although each PARTY contributing different things. 7. PROPERTY AND EQUIPMENT Each PARTY understands that the property and equipment they each provide in connection with work under this MOU will remain their property and provided at no cost for the conduct of joint-activity unless otherwise agreed in writing. 8. APPLICABLE LAW Each PARTY understands that the joint activities to be performed under this MOU will be carried out in accordance with the legislation in force in the country where contributions to joint activities are carried out, more specifically in Japan under the jurisdiction of Tokyo and in USA under the jurisdiction of the State of Wyoming. Neither Party?s signature on this MOU should be construed to be a waiver of sovereign or other governmental immunity. 9. DIFFERENCES IN INTERPRETATION AND IMPLEMENTATION The PARTIES intend to resolve any difference in the interpretation or implementation of this MOU through consultation. MOU BETWEEN JCOAL AND THE STATE OF WYOMING 4 a DISPOSITIONS This MOU take effect upon the last signatUre by the PARTIES and remain in effect for a period of five years. The PARTIES may-renew this MOU for an equivalent period of time upon their mutual written consent. The PARTIES may amend this MOU upon their mutual written consent. A PARTY may terminate this MOU at any time by giving three (3) months written notice to the other PARTY. . The participants understand that termination of this MOU will not affect the implementation and duration of any existing activities or'projects carried out under this MOU until the completion of such activities or projects, unless they mutually decide-otherwise in writing. 1 1. Enforcement. This MOU honors the intention of the PARTIES to collaborate, but is neither a legally binding agreement nonsubject to-Iegal enforcement. FOR THE STATE OF WYOMING OFUSA COAL ENERGY CENTER /NIaIt-hew Mead Osamu Ts/ukamoto Governor President State of Wyoming, USA Japan Coal Energy Center Signed in duplicate at Cheyenne, Wyoming, USA, this 25th day of July 2016, in the English language. MOU BETWEEN ICOAL AND THE..STATE OF WYOMING 5 :3 a