Advisor Services Agreement dated as of July 11, 2018, between the Company and Sharon Sjostrom

Services. Advisor shall be available on an as-needed basis to provide consultative services to the Company and its Officers, including, but not limited to, attending meetings at the Company’s offices or at utility power generation facilities as required, working with third party technical consultants, and providing guidance and advice with regard to questions and issues submitted to her by any Officer of the Company from time to time (the “Technical Services”). Additionally, Advisor has agreed to serve as the Company’s representative under its memberships with the National Coal Council (“NCC”), Institute of Clean Air Companies (“ICAC”), and World Pollution Control Association (WPCA”), with such memberships scheduled to end on November 21, 2019, July 2019, and November 2019, respectively (the “Representative Services”). Advisor will use equipment of her business, including but not limited to, automobile, computer, laptop, printer, smart phone, tablet as well as software as part of her business of providing services for the Company and any other third party requiring general or similar services from the Advisor.

Meetings. Advisor shall attend Company scheduled meetings as a guest, as requested, either in person or via teleconference as specified by Company. Furthermore, Advisor will attend meetings as appropriate for the Representative Services.

Compliance with Policies. Advisor will comply with reasonable policies, practices, and procedures of Company as applicable to the Services and as disclosed to Advisor from time to time, including (without limitation) policies, practices, and procedures relating to related party transactions, facility access and work rules, safety, security, ethics, confidentiality, IT, and data security (collectively, “Relevant Policies”). Upon request, Advisor will demonstrate to Company her compliance with the Relevant Policies.     

Cash Compensation. Advisor’s base compensation shall take the form of a cash retainer in the amount of $7,000 per month (the “Retainer”) plus cash incentive targets as defined in Schedule A for performance of the Technical Services. The parties agree that the Retainer and cash incentives do not constitute a salary nor or part of an hourly rate that is provided to Advisor. Rather, the Retainer shall be paid in monthly installments of $7,000.00, payable on the 15^th calendar day of each month, with the first payment due on July 15, 2018, and the final payment due no later than January 15, 2019, for the period ending December 31, 2018. Cash incentives, if earned, shall be paid within 30 days of achievement of a target specified in Appendix A.     

Other Compensation. Company will reimburse Advisor’s reasonable travel expenses incurred in the course of performing under this Agreement, including meeting attendance and reasonable expenses, including membership dues as applicable, associated with the Representative Services. Although the parties anticipate the Retainer component of compensation terminating after the period ending December 31, 2018, Company shall continue to pay expenses associated with the Representative through the periods identified in Section 1.1.

Taxes. Advisor acknowledges and agrees that it shall be her obligation to report as income all compensation received by Advisor pursuant to this Agreement and to pay the appropriate taxes. In the event Advisor fails to timely pay all appropriate taxes, then Advisor agrees to be solely responsible for paying all taxes that remain owed from the Retention and cash incentives provide by the Company; and Advisor shall fully defend, hold harmless and indemnify the Company for the Advisor's untimely failure to pay taxes, interest, and/or penalties that are required by any federal and/or state government agency.

Confidentiality. Advisor acknowledges and agrees that while providing Services she will be provided and have access to proprietary, highly sensitive and confidential Company information (collectively “Confidential Information”). The Confidential Information will be maintained in strict confidence by Advisor and not disclosed by her to any third

Company Intellectual Property. All intellectual property of any type and nature disclosed or created pursuant to this Agreement (collectively “Company Intellectual Property”), belongs solely and exclusively to Company, and Advisor agrees to assign all of Advisor’s right, title and interest in the Company Intellectual Property to Company. Nothing in this Agreement shall be construed as implying, granting, or conveying any rights to Advisor, by license or otherwise, to the Company Intellectual Property. Advisor agrees to cooperate fully with Company to execute all necessary documentation to fulfill the purpose of this Section 3.2. Advisor further agrees that the compensation provided for in this Agreement is adequate and sufficient consideration in exchange for the assignment of these intellectual property rights. Advisor shall retain all right, title, and interest in any intellectual property developed by Advisor outside of this Agreement, provided that such intellectual property does not arise from Company confidential information or intellectual property (“Advisor Intellectual Property”). Absent a separate agreement between Company and Advisor, Company shall not have any rights in or license to Advisor Intellectual Property.

INDEPENDENT CONTRACTOR    

All notices under this Agreement shall be in writing, be specific to the subject of the notice, and shall be transmitted in a reliable and traceable manner. For purposes of notices, the parties shall transmit notices to the following representatives:

The parties agree to keep notice information current and to update the other Party with any changes as soon as reasonably practical.

Term. As to the Technical Services, the term of this Agreement will begin on the Effective Date and will continue until December 31, 2018. As to the Representative Services, the term of this Agreement will continue until the dates identified in Section 1.1 for the respective organizations, unless earlier terminated pursuant to Section 8.2.

Termination. The Company may terminate this Agreement immediately if Advisor is unable or refuses to perform the Services, provided that Advisor has been provided written notice and a reasonable opportunity to perform. Either Party may terminate this Agreement immediately if the other Party is in breach of any material provision of this Agreement, provided that the breaching party is provided with written notice of the breach and a reasonable opportunity to cure. Either Party may terminate this Agreement without cause by providing 30 days’ written notice to the other Party.

Complete Agreement. This is the complete agreement between the parties relating to the provision of Services under this Agreement. This Agreement is binding and will inure to the benefit of Company and Advisor and their respective successors and assigns.

Assignment. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party, with the exception that Company may assign this Agreement to a Company affiliate without Advisor’s prior approval.

If any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect.

Survival. Sections 1.3, 2.3, 3, 4, 5, 6, 7, 9, 10, and 11 survive the expiration or termination of this Agreement.