Common use of Escrow of Stock Clause in Contracts

Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this Agreement, the Grantee agrees, immediately upon receipt of the certificate(s) for the Restricted Shares, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached hereto as Exhibit A, executed in blank by the Grantee and the Grantee’s spouse (if required for transfer) with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long Restricted Stock Purchase Agreement under the Advanced Emissions Solutions, Inc. Amended and Restated 2010 Non-Management Compensation and Incentive Plan as such Restricted Shares have not vested pursuant to the Vesting Schedule set forth in the Notice and continue to be subject to the Company’s Repurchase Rights, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Agreement in accordance with the terms hereof. The Grantee hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to make this Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Grantee agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon the vesting of all Restricted Shares and termination of the Company’s Repurchase Right, the escrow holder will, without further order or instruction, transmit to the Grantee the certificate evidencing such Shares, subject, however, to satisfaction of any withholding obligations provided in Section 6 below.

Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this Agreementthe Selling Restrictions, the Grantee agrees, immediately upon receipt of the certificate(s) for the Restricted Shares, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached hereto as Exhibit AB, executed in blank by the Grantee and the Grantee’s spouse (if required for transfer) with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long Restricted Stock Purchase Agreement under the Advanced Emissions Solutions, Inc. Amended and Restated 2010 Non-Management Compensation and Incentive Plan as such Restricted Shares have not vested pursuant to the Vesting Schedule set forth in the Notice and continue to be are subject to the Company’s Repurchase RightsSelling Restrictions, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Option Agreement in accordance with the terms hereof. The Grantee hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to make this Option Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Grantee agrees that the Shares may be held electronically in a book entry system maintained by the Company’s transfer agent or other third-party and that all the terms and conditions of this Section 9(g) applicable to certificated Shares will apply with the same force and effect to such electronic method for holding the Shares. The Grantee agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon Subject to the vesting provisions of all Restricted Shares and termination any security agreement relating to Grantee’s purchase of the Company’s Repurchase RightShares, upon the expiration of the Selling Restrictions, the escrow holder will, without further order or instruction, will transmit to the Grantee the certificate evidencing such Shares, subject, however, the Shares with respect to satisfaction of any withholding obligations provided in Section 6 belowwhich the Selling Restrictions have lapsed.

Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this AgreementAgreement and the Selling Restrictions, the Grantee agreesyou agree, immediately upon receipt of the certificate(s) for the Restricted Shares, to deliver such the certificate(s)) attributable to the Unvested Shares and that portion of the Vested Shares then subject to the Selling Restrictions, together with an Assignment Separate from Certificate in the form attached hereto as Exhibit A, executed in blank by the Grantee and the Grantee’s spouse (if required for transfer) you with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long Restricted Stock Purchase Agreement under the Advanced Emissions Solutions, Inc. Amended and Restated 2010 Non-Management Compensation and Incentive Plan as such Restricted Shares have not vested pursuant to the Vesting Schedule set forth in the Notice and continue to be are unvested or otherwise subject to the Company’s Repurchase RightsSelling Restrictions, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Agreement in accordance with the terms hereof. The Grantee You hereby acknowledges acknowledge that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to make enter into this Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Grantee agrees You agree that the Unvested Shares and the Shares subject to the Selling Restrictions may be held electronically in a book entry system maintained by the Company’s transfer agent or other third-party and that all the terms and conditions of this Section 5 applicable to certificated Shares will apply with the same force and effect to such electronic method for holding the Shares. You agree that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon Subject to the provisions of any security or lock-up agreement relating to your purchase or receipt of the Shares, upon vesting of all Restricted the Unvested Shares and termination or the expiration of the Company’s Repurchase RightSelling Restrictions, as applicable, the escrow holder will, without further order or instruction, will transmit to the Grantee you the certificate evidencing such Shares, subject, however, the Shares that have vested or with respect to satisfaction of any withholding obligations provided in Section 6 belowwhich the Selling Restrictions have lapsed.

Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this Agreement, the Grantee agrees, immediately upon receipt of Holder is delivering the certificate(s) for the Restricted Shares, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached hereto as Exhibit A, executed in blank by the Grantee and the Grantee’s spouse (if required for transfer) Holder with respect to each such stock certificatecertificate (with Medallion signature Guaranty), to the Secretary or Assistant Secretary of the Company, or their designeeits designee (the “Escrow Holder”), to hold in escrow for so long Restricted Stock Purchase Agreement under in accordance with the Advanced Emissions Solutions, Inc. Amended and Restated 2010 Non-Management Compensation and Incentive Plan as such Restricted Shares have not vested pursuant to the Vesting Schedule set forth in the Notice and continue to be subject to the Company’s Repurchase Rightsterms of this Agreement, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Agreement in accordance with the terms hereof. The Grantee Holder hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their its designee) as the escrow holder Escrow Holder hereunder with the stated authorities is a material inducement to the Company to make this Agreement and the Merger Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Grantee Holder agrees that the Shares may be held electronically in a book entry system maintained by the Company’s transfer agent or other third party and that all of the terms and conditions of this Section 4 applicable to certificated Shares will apply with the same force and effect to such escrow holder electronic method for holding the Shares. The Holder agrees that the Escrow Holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder Escrow Holder is grossly negligent relative thereto. The escrow holder Escrow Holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon So long as the vesting Company has not provided written notice of all Restricted Shares and termination its exercise of the Company’s Repurchase RightOption in accordance with Section 2, the escrow holder will, without further order or instruction, transmit Holder shall be entitled to exercise all voting and other consensual rights pertaining to the Grantee the certificate evidencing such Shares, subject, however, to satisfaction of any withholding obligations provided in Section 6 below.

Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this AgreementSelling Restrictions, the Grantee agreesyou agree, immediately upon receipt of the certificate(s) for the Restricted Shares, to deliver such the certificate(s)) attributable to that portion of the Shares then subject to the Selling Restrictions, together with an Assignment Separate from Certificate in the form attached hereto as Exhibit A, executed in blank by the Grantee and the Grantee’s spouse (if required for transfer) you with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long Restricted Stock Purchase Agreement under the Advanced Emissions Solutions, Inc. Amended and Restated 2010 Non-Management Compensation and Incentive Plan as such Restricted Shares have not vested pursuant to the Vesting Schedule set forth in the Notice and continue to be are subject to the Company’s Repurchase RightsSelling Restrictions, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Award Agreement in accordance with the terms hereof. The Grantee You hereby acknowledges acknowledge that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to make enter into this Award Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Grantee agrees You agree that the Shares subject to the Selling Restrictions may be held electronically in a book entry system maintained by the Company’s transfer agent or other third-party and that all the terms and conditions of this Section 4 applicable to certificated Shares will apply with the same force and effect to such electronic method for holding the Shares. You agree that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon Subject to the vesting provisions of all Restricted Shares and termination any security or lock-up agreement relating to your purchase or receipt of the Company’s Repurchase RightShares, upon the expiration of the Selling Restrictions, the escrow holder will, without further order or instruction, will transmit to the Grantee you the certificate evidencing such Shares, subject, however, the Shares with respect to satisfaction of any withholding obligations provided in Section 6 belowwhich the Selling Restrictions have lapsed.

Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this Agreement, the Grantee agrees, immediately upon receipt of the certificate(s) for the Restricted Shares, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached hereto as Exhibit A, executed in blank by the Grantee and the Grantee’s spouse (if required for transfer) with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long Restricted Stock Purchase Agreement under the Advanced Emissions Solutions, Inc. Amended and Restated 2010 Non-Management Compensation and Incentive Plan as such Restricted Shares have not vested pursuant to the Vesting Schedule set forth in the Notice Restricted Stock Purchase Agreement under the ADA-ES, Inc. 2010 Non-Management Compensation and Incentive Plan Revision – February 5, 2010 and continue to be subject to the Company’s Repurchase Rights, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Agreement in accordance with the terms hereof. The Grantee hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to make this Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Grantee agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon the vesting of all Restricted Shares and termination of the Company’s Repurchase Right, the escrow holder will, without further order or instruction, transmit to the Grantee the certificate evidencing such Shares, subject, however, to satisfaction of any withholding obligations provided in Section 6 below.

Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this AgreementSections 2 and 3, the Grantee Recipient agrees, immediately upon receipt of the certificate(s) for the Restricted SharesStock, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form a stock power (attached hereto as Exhibit A, ) executed in blank by the Grantee Recipient and the Grantee’s Recipient's spouse (if required for transfer) with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long Restricted Stock Purchase Agreement under the Advanced Emissions Solutions, Inc. Amended and Restated 2010 Non-Management Compensation and Incentive Plan as such Stock remains Restricted Shares have not vested pursuant to the Vesting Schedule set forth in the Notice and continue to be subject to the Company’s Repurchase RightsStock, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Agreement in accordance with the terms hereof. The Grantee Recipient hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to make this Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Grantee Recipient agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon Any Additional Securities shall be retained by the vesting of all Restricted Shares Company in the same manner and termination of the Company’s Repurchase Right, the escrow holder will, without further order or instruction, transmit subject to the Grantee same conditions as the certificate evidencing Restricted Stock with respect to which they were issued. Recipient shall be entitled to direct the Company to exercise any warrant or option received as Additional Securities upon supplying the funds necessary to do so, in which event the securities so purchased shall constitute Additional Securities, but the Recipient may not direct the Company to sell any such Shares, subject, however, to satisfaction of any withholding obligations provided in Section 6 below.warrant or option. If Additional