KingdomKingdom ofo rthe t.he Netherlands NeLherl ands LETTERLETTER OF INTENT The State of California,California, represented by the Director ofof the the Governor's Governor's Office Office of of Business Business andand Economic Development,Development ,Panorea Panorea Avdis,Avdis , andand TheThe GovernmentGovernment of the KingdomKingdom of the Netherlands,Netherlands, representedrepresented byby MinisterMinister of of Economic Economic Affairs Affairs HenkHenk Kamp,Kamp, WHEREASWHEREAS:: CaliforniaCalifornia andand TheThe NetherlandsNetherlands areare leadingleading the wayway forfor Zero Zero Emission Emission TransportationTransportation andand EnergyEnergy InnovationInnovation in in terms term sof of sales, sales ,charging charging installations,installations ,favorable favorable policies, policies ,incentive incentive programs, programs vehicle, vehicle R&D R&D and innovainnovation,tion, asas well asas educationeducation andand publicpublic awareness;awareness; CalifoCaliforniarnia is leading the way inin thethe UnitedUnited StatesStates andand TheThe NetherlandsNetherlands inin Europe,Europe, andand bothboth are are consideredconsidered toto bebe gatewaysgateways to theirtheir respective respective continents;continents; and and Both have committed themselvesthemselves to stringentstringent climateclimate changechange action programsprograms to meetmeet 2030 2030 goalsgoals inin terms ofof greenhouse greenhouse gasgas reductions andand sustainablesustainable energyenergy generation.generation . AND WHEREAS:WHEREAS: Over the pastpast fewfew years years severalseveral CaliforniaCalifornia StateState andand DutchDutch AgenciesAgencies havehave signedsigned variousvarious agreementsagreements toto combatcombat climate climate change change (e.g.(e.g. LOILOI on EnvironmentalEnvironmental Cooperation,Cooperation, October 2013;2013; MoU toto enhanceenhance InternationalInternational Cooperation Cooperation on on Zero Zero Emission Emission Vehicles, Vehicles ,May May 2015); 2015) ; The NetherlandsNetherlands and variousvarious subnationalsubnational provincesprovinces havehave signedsigned thethe Under2MoU,Under2MoU, includingincluding the the commitment toto develop develop sustainable sustainable transportationtransportation and and energy energy solutions solutions like like SolaRoad SolaRoad andand Smart Smart MobilityMobility.. ANDAND WHEREAS: WHEREAS: The California EnergyEnergy Commission (CEC) and and the the ProvinceProvince ofof NoordNoord-Holland-Holland havehave signed thethe WorkingWorking AgreementAgreement MoUMoU (March(March 2015)2015) toto archivearchive tangibletangible resultsresults relatedrelated toto Zero Zero EmissionEmission transportation,transportation, Smart MobilityMobility and and SolaRoad; Sola Road ; The CCaliforniaalifornia Department ofof Transportation Transportation and and thethe Province Province ofof Noord-Holland Noord-Holland have have signed signed a a Letter Letter ofof Intent Intent to to exchange exchange informationinformation and and understanding understanding with with respect respect to to the the use use of of SolaRoad SolaRoad in in The The Netherlands,Netherlands, toto collaboratecollaborate and and realizerealize optionsoptions forfor the the implementation implementation of of a aDemonstration Demonstration Project Projec tin in LA/Ventura/Kern County.County. AND WHEREAS:WHEREAS: MinisterMinister PloumenPloumen andand herher counterpartcounterpart spoke spoke inin 2015 2015 about about the the possibility possibility of of setting setting up up a Trans-a Trans­ Atlantic Sustainable Sustainable Investment Investment Finance Finance Program Program (C2C (C2C SIF) SIF) for small small andand medium medium sized sized companies companies to t o stimulatestimulate further furthe rZEV ZEV and and SmartSmart MobilityMobility market marke tdeployment deployment in in both both California California and and The The Netherlands, Netherlands , PagePage 1 1 KingdomKingdom of of the Lhe Netherlands Netherlands CALIT ORRIA ANDANDWHERAS: WHERAS: The Governor'sGovernor's Office ofof BusinessBusiness and Economic Development (GO(GO-Biz),-Biz), the the MinMinistryistry of EconomicEconomic Affairs andand thethe CoastCoast to CoastCoast Smart ee-Mobility-Mobility Program Program havehave beenbeen developingdeveloping a a rationale rationale set set up up C2C C2C SIF,SIF, OfficialsOfficials fromfrom the the Ministry Ministry of of Economic Economic Affairs Affairs and and officials officials from from the the Governor's Governor' Offices Office of of Business Business and and Economic Development spoke spoke in in October October 2015 2015 about about the the process process for for setting setting up up C2C C2C SIF, SIF , Dutch PrimePrime MinisterMinister Rutte Rutte and and California California Governor Governor Brown,Brown, duringduring their thei rmeeting meeting in in San San Francisco Francisco (January(January 2016), have expressed with greatgreat satisfactionsatisfaction theirtheir cooperation cooperation between between on on ZEV's, ZEV's ,Smart Smart Mobility,Mobility ,SolaRoad Sola Road andand the the intent intent to to set set up up C2C C2C SIF. SIF. RESOLVED:RESOLVED: TheThe StateState of California California andand thethe GovernmentGovernment of of the the Kingdom Kingdom ofof the the Netherlands Netherlands agree agree to: to : 1. Re-affirmRe-affirm their their cooperation cooperation on on Climate Climate Change, Change, SmartSmart and e-Mobility and and EnergyEnergy InnovationInnovation;; 2.2. ToTo exchange exchange information information and and understanding understanding with with respect respect to to the the stimulation stimulation of of access access toto riskrisk capitalcapital andand debtdebt finance finance forfor young young innovative innovative companies, companies, andand withwith respect respect to to applying applying governmentalgovernmental financial interventions on the earlyearly stagestage ventureventure capitalcapital marketmarket inin The The Netherlands; and,and ,the the Small Small Business Business LoanLoan Guarantee ProgramProgram inin California California ; 3.3. GO-BizGO-Biz through through its its program, program, thethe Infrastructure Infrastructure andand EconomicEconomic Development BanBankk willwill help help facilitatefacilitate access access toto the the Small Small Business Business LoanLoan GuaranteeGuarantee ProgramProgram availableavailable forfor intermediary intermediary development corporationscorporations/ / banks banks and and Californian Californian and and DutchDutch businesses businesses activeactive inin CaliforniaCalifornia andand TheThe NetherlandsNetherlands onon SmartSmart and e-Mobility;e-Mobility ; 44.. TheThe Minister Minister of of Economic Economic Affairs Affairs has has decided decided toto make make 1010 millionmillion euros euros availableavailable forfor the the next next 14 years for the C2CC2C SIF to to bebe matchedmatched byby atat least 10 million euroseuros from thethe private private Dutch Dutch Investors,Investors, a total ofof atat least least 2020 million million euros euros to to be be available available for for Californian Californian and and Dutch Dutch businessesbusinesses active in California and The Netherlands on Smart and e-Mobilitye-Mobility.. ThisThis funding willwill bebe mademade availableavailable throughthrough a a venture venture capital capital program program based ba sed on on the the Seed Seed Capital Capital Scheme Scheme of of thethe Dutch Dutch GovernmentGovernment which which has has been been active active since since 2004. 2004 .This This venture venture capital capital program program has has a a governance structure with limitedlimited partners partners and and aa general general partner.partner . 5.5. EitherEither party party may may terminate terminate this this Letter Letter of of Intent Intent by by providing providing a a written written notice notice thirty thirty (30) (30) days days in advance ofof thethe terminationtermination.. 6.6. SigningSigning Authority. Authority Each. Each person person signing signing thisthis Letter Letter of of Intent Intent represents represents and and warrantswarrants thatthat he he oror sheshe isis duly authorized andand hashas legallegal capacity to execute and deliver on the requirementsrequirements createdcreated inin thisthis LetterLetter ofof Intent Intent and and thatthat executing executing this this Letter Letter of of Intent Intent will will not not violate violate any an y otherother obligations obligations or or requirements requirements previously previously made made by by the the signing signing party. party . PagePage 22 KingdomKi ngdom of of the the Netherlands Netherlands CALIFORNIA ThisThis LetterLetter ofof Intent Intent is is effective effective as as ofof January January 9th,9th, 20172017 andand shallshall remainremain effectiveeffective forfor a a period period no no longerlonger thanthan two two years years fromfrom the the effective effective date date and and is is done done in in duplicate. duplicate . SignedSigned for and on behalf of SignedSigned for and on behalf of THETHE DIRECTORDIRECTOR OFOF THETHE CALIFORNIACALIFORNIA THE MINISTER-OF ECONOMIC AFFAIRSAFFAIRS GOVERNOR'S OFFICE OFFICE OFOF BUSINESS BUSINESS OF THETHE'KINGDOM KINGDOM OFOF THETHE NETHERLANDSNETHERLANDS ANDAND ECONOMIC ECONOMIC DEVELOPMENT DEVELOPMENT j) PanoreaPanorea AvdisAvdis HenkHenk KampKamp PagePage 3 .