RECITALSDistribution Agreement • July 28th, 2003 • Ada-Es Inc • Miscellaneous chemical products • Colorado
Exhibit 10.22 U.S. DOE Cooperative Agreement No. DE-FC26-05NT42307 DOE F 4600.1# U.S. DEPARTMENT OF ENERGY (10/04) NOTICE OF FINANCIAL ASSISTANCE AWARD Under the authority of Public Law 95-91 DOE Organization Act ------------------...Ada-Es Inc • March 30th, 2005 • Miscellaneous chemical products
AGREEMENT ---------Purchase and Sale Agreement • November 8th, 2006 • Ada-Es Inc • Miscellaneous chemical products • Colorado
REGISTRATION RIGHTS AGREEMENT BY AND AMONG ADA-ES, INC AND PURCHASERS OF ADA-ES SHARESRegistration Rights Agreement • October 26th, 2005 • Ada-Es Inc • Miscellaneous chemical products • Colorado
2,000,000 Shares of Common Stock no par value 300,000 Over-Allotment Shares ADA-ES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2011 • Ada-Es Inc • Miscellaneous chemical products • New York
RECITALSDistribution Agreement • August 20th, 2003 • Ada-Es Inc • Miscellaneous chemical products
Exhibit 10.4 Assignment and Assumption Agreement ASSIGNMENT AND ASSUMPTION ------------------------- THIS ASSIGNMENT, ASSUMTION AND RELEASE AGREEMENT ("Agreement") is made and entered into by and between Norit America Inc., having its principal place...Assignment and Assumption Agreement • March 24th, 2003 • Ada-Es Ing
Exhibit 10.4 ASSIGNMENT AND ASSUMPTION ------------------------- THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made and entered into by and between Norit America Inc., having its principal place of business at 5775 Peachtree Dunwoody Road,...Assignment and Assumption • August 20th, 2003 • Ada-Es Inc • Miscellaneous chemical products
Exhibit 10.7 Registration Rights Agreement between ADA-ES, Inc.Registration Rights Agreement • March 24th, 2003 • Ada-Es Ing
REGISTRATION RIGHTS AGREEMENT BY AND AMONG ADA-ES, INC AND ARCH COAL, INC. MARCH 23, 2010Registration Rights Agreement • May 13th, 2010 • Ada-Es Inc • Miscellaneous chemical products • Colorado
This REGISTRATION RIGHTS AGREEMENT, dated as of March 23, 2010, is entered into by and among ADA-ES, Inc., a Colorado corporation (the “Company”) and Arch Coal, Inc., a Delaware corporation (“Subscriber”).
JOINT VENTURE AND CO-MARKETING AGREEMENTMarketing Agreement • March 24th, 2003 • Ada-Es Ing • Delaware
RECITALS:Employment Agreement • March 30th, 2005 • Ada-Es Inc • Miscellaneous chemical products • Colorado
MULTIPLE HEARTH FURNACE (MHF) CONTRACT (CROWFOOT PROJECT) UNIT # 1 Between INDUSTRIAL FURNACE COMPANY, INC., As Seller and RED RIVER ENVIRONMENTAL PRODUCTS, LLC As Purchaser Project No. 65214 RFP No. EFH-101Confidentiality Agreement • April 1st, 2011 • Ada-Es Inc • Miscellaneous chemical products • New York
* indicates portions of the exhibit that have been omitted pursuant to a request for confidential information. The non-public information has been filed with the Commission.
RECITALSLicense Agreement • November 8th, 2006 • Ada-Es Inc • Miscellaneous chemical products • Colorado
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 10th, 2013 • Ada-Es Inc • Miscellaneous chemical products • Colorado
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 25, 2013, is among ADA-ES, Inc., a Colorado corporation (the “Company”), Advanced Emissions Solutions, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“HoldingCo”), and ADA Merger Corp., a Colorado corporation and a direct, wholly owned subsidiary of HoldingCo (“MergerCo”).
o System and equipment contract negotiations; project execution and management; installation oversight.Market Development Agreement • March 24th, 2003 • Ada-Es Ing
DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • August 16th, 2010 • Ada-Es Inc • Miscellaneous chemical products • Delaware
This DEVELOPMENT AND LICENSE AGREEMENT (“Agreement”) is made the 25 day of June, 2010 (“Effective Date”) by and between ADA-ES, Inc., a Colorado corporation (“ADA”) and Arch Coal, Inc., a Delaware corporation (“Arch Coal,” and together with ADA, the “parties”).
LIMITED GUARANTYLimited Guaranty • March 15th, 2012 • Ada-Es Inc • Miscellaneous chemical products • New York
LIMITED GUARANTY (this “Guaranty”) dated as of December 15, 2011 by ADA-ES, Inc., a Colorado corporation (the “Guarantor”), in favor of GS RC INVESTMENTS LLC, a Delaware limited liability company (the “Guaranteed Party”). The Guarantor and the Guaranteed Party may hereinafter be referred to individually as a “Party” or collectively as “the Parties”.
AMENDMENT TO EXCHANGE AGREEMENT (New Madrid)Exchange Agreement • May 10th, 2013 • Ada-Es Inc • Miscellaneous chemical products • New York
THIS AMENDMENT (this “Amendment”) is dated as of March 8, 2013 and made by and among Clean Coal Solutions, LLC, a Colorado limited liability company (“CCS”), AEC-NM, LLC, a Colorado limited liability company (“Lessor”), and GS RC Investments LLC, a Delaware limited liability company (“Lessee”). CCS, Lessor and Lessee may be referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS: ---------Operating Agreement • November 8th, 2006 • Ada-Es Inc • Miscellaneous chemical products • Colorado
EXCLUSIVE RIGHT TO LEASE AGREEMENT between GSFS INVESTMENTS I CORP and CLEAN COAL SOLUTIONS, LLC dated May 27, 2011Lease Agreement • September 28th, 2011 • Ada-Es Inc • Miscellaneous chemical products • New York
This Exclusive Right to Lease Agreement (“Agreement”) is made effective as of May 27, 2011 (“Effective Date”) by and between GSFS Investments I Corp., a Delaware corporation (“GS”), and Clean Coal Solutions, LLC, a Colorado limited liability company (“Owner”).
RECITALSJoint Product Exploitation and Marketing Agreement • March 24th, 2003 • Ada-Es Ing • Tennessee
AMENDED AND RESTATED ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT between RED RIVER ENVIRONMENTAL PRODUCTS, LLC Owner and BE&K CONSTRUCTION COMPANY, LLC ContractorEngineering, Procurement and Construction Agreement • April 1st, 2011 • Ada-Es Inc • Miscellaneous chemical products • New York
* indicates portions of the exhibit that have been omitted pursuant to a request for confidential information. The non-public information has been filed with the Commission.
CLASS B UNIT PURCHASE AGREEMENT between CLEAN COAL SOLUTIONS, LLC and GSFS INVESTMENTS I CORP. dated May 27, 2011Class B Unit Purchase Agreement • September 28th, 2011 • Ada-Es Inc • Miscellaneous chemical products • New York
This Class B Unit Purchase Agreement (this “Agreement”) is dated as of May 27, 2011 and is by and between Clean Coal Solutions, LLC, a Colorado limited liability company (the “Company”), and GSFS Investments I Corp., a Delaware corporation (the “Investor”).
AMENDED AND RESTATED EQUIPMENT LEASE (New Madrid)Equipment Lease • May 10th, 2013 • Ada-Es Inc • Miscellaneous chemical products • New York
This AMENDED AND RESTATED EQUIPMENT LEASE (this “Lease”), dated effective as of March 8, 2013 (the “Effective Date”), is entered into by and between AEC-NM, LLC, a Colorado limited liability company (“Lessor”), and GS RC INVESTMENTS LLC, a Delaware limited liability company (“Lessee”). Lessor and Lessee may be referred to herein individually as a “Party,” and collectively as the “Parties.”
Settlement Agreement Regarding ADA-ES’ Indemnity ObligationsSettlement Agreement • March 15th, 2012 • Ada-Es Inc • Miscellaneous chemical products • Delaware
This Settlement Agreement Regarding ADA-ES’ Indemnity Obligations (this “Agreement”) is dated as of November 28, 2011 and is made by and among the Parties (as defined below). Unless otherwise noted, capitalized terms used, but not defined herein have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement of ACS (the “ACS LLC Agreement”).
JOINT DEVELOPMENT AGREEMENT By and Among ADA-ES, INC., and ENERGY CAPITAL PARTNERS I, LP ENERGY CAPITAL PARTNERS I-A, LP ENERGY CAPITAL PARTNERS I-B IP, LP ENERGY CAPITAL PARTNERS I (CROWFOOT IP), LP Dated as of October 1, 2008Joint Development Agreement • December 24th, 2008 • Ada-Es Inc • Miscellaneous chemical products • Delaware
This JOINT DEVELOPMENT AGREEMENT, dated as of October 1, 2008 (the “Effective Date”), is made and entered into by and among ADA-ES, INC., a Colorado Corporation (“ADA-ES”), ENERGY CAPITAL PARTNERS I, LP, a Delaware limited partnership (“ECP I”), ENERGY CAPITAL PARTNERS I-A, LP, a Delaware limited partnership (“ECP I-A”), ENERGY CAPITAL PARTNERS I-B IP, LP, a Delaware limited partnership (“ECP I-B”), and ENERGY CAPITAL PARTNERS I (CROWFOOT IP), LP, a Delaware limited partnership (“ECP Crowfoot”). ECP I, ECP I-A, ECP I-B and ECP Crowfoot collectively, are referred to herein as individually as an “ECP Party” and collectively as the “ECP Parties.” Each of the ECP Parties and ADA-ES is sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 10.1 (Definitions).
EQUIPMENT LEASE (Thomas Hill)Equipment Lease • August 16th, 2010 • Ada-Es Inc • Miscellaneous chemical products • New York
This EQUIPMENT LEASE (this “Lease”), dated as of June 29, 2010 (the “Effective Date”), is entered into by and between AEC-TH, LLC, a Colorado limited liability company (“Lessor”) and GS RC INVESTMENTS LLC, a Delaware limited liability company (“Lessee”). Lessor and Lessee may be referred to herein individually as a “Party,” and collectively as the “Parties.”
RECITALSAssumption and Release Agreement • September 10th, 2003 • Ada-Es Inc • Miscellaneous chemical products • Colorado
ADA CARBON SOLUTIONS, LLC A Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 29, 2010Limited Liability Company Agreement • July 1st, 2011 • Ada-Es Inc • Miscellaneous chemical products • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ADA Carbon Solutions, LLC, a Delaware limited liability company (the “Company”), dated as of December 29, 2010 (the “Effective Date”), is made and entered into by the Company, ENERGY CAPITAL PARTNERS I, LP, a Delaware limited partnership (“ECP I”), as a Member; ENERGY CAPITAL PARTNERS I-A, LP, a Delaware limited partnership (“ECP I-A”), as a Member; ENERGY CAPITAL PARTNERS I-B IP, LP, a Delaware limited partnership (“ECP I-B”), as a Member; ENERGY CAPITAL PARTNERS I (CROWFOOT IP), LP, a Delaware limited partnership (“ECP Crowfoot” and, together with ECP I, ECP I-A and ECP I-B, the “ECP Members”), as a Member; ADA-ES, INC., a Colorado corporation (“ADA-ES”), as a Member; and Carbon Solutions Management, LLC, a Delaware limited liability company (“CSM”), as a Member.
RECITALS:Employment Agreement • March 30th, 2005 • Ada-Es Inc • Miscellaneous chemical products • Colorado
EXCHANGE AGREEMENT (Thomas Hill) dated as of December 15, 2011 by and among CLEAN COAL SOLUTIONS, LLC, AEC-TH, LLC and GS RC INVESTMENTS LLCExchange Agreement • March 15th, 2012 • Ada-Es Inc • Miscellaneous chemical products • New York
This EXCHANGE AGREEMENT (this “Agreement”), dated as of December 14, 2011 (the “Effective Date”), is entered into by and among Clean Coal Solutions, LLC, a Colorado limited liability company (“CCS”), AEC-TH, LLC, a Colorado limited liability company (“Lessor”), and GS RC Investments LLC, a Delaware limited liability company (“Lessee”). CCS and Lessor may be referred to herein individually as a “CCS Party” and collectively as the “CCS Parties.” CCS, Lessor and Lessee may each be referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO CHEMICALS, EQUIPMENT, AND TECHNICAL ENGINEERING SERVICES SUPPLY AGREEMENTAnd Technical Engineering Services Supply Agreement • March 29th, 2010 • Ada-Es Inc • Miscellaneous chemical products
THIS FIRST AMENDMENT TO CHEMICALS, EQUIPMENT, AND TECHNICAL ENGINEERING SERVICES SUPPLY AGREEMENT (this “Amendment”), is effective as of this 26th day of October, 2009 (the “Effective Date”), and is by and between ADA-ES, Inc., a Colorado corporation (“ADA”) and Clean Coal Solutions, LLC, a Colorado limited liability company (formerly known as “ADA-NexCoal, LLC”) (the “Company”). ADA and the Company are sometimes herein collectively referred to as the “parties” and each individually as a “party.”
AMENDMENT TO AGREEMENT TO LEASEAgreement to Lease • March 18th, 2013 • Ada-Es Inc • Miscellaneous chemical products
THIS AMENDMENT TO AGREEMENT TO LEASE (this “Amendment”), dated as of May 9, 2011, is by and among Clean Coal Solutions, LLC, a Colorado limited liability company “(“CCS”), AEC-NM, LLC, a Colorado limited liability company (“AEC-NM”), AEC-TH, LLC, a Colorado limited liability company (“AEC-TH”), and GS RC INVESTMENTS LLC, a Delaware limited liability company (“GS RC”). CCS, AEC-NM, AEC-TH and GS RC are sometimes referred to herein, collectively, as the “Parties” and, individually, as a “Party.”
AMENDMENT TO TECHNOLOGY SUBLICENSE AGREEMENTTechnology Sublicense Agreement • March 15th, 2012 • Ada-Es Inc • Miscellaneous chemical products • New York
This AMENDMENT TO TECHNOLOGY SUBLICENSE AGREEMENT (this “Amendment”) is dated as of November 21, 2011 (the “Effective Date”) and made by and among GS RC Investments LLC, a Delaware limited liability company (“Sublicensee”), Clean Coal Solutions, LLC (f/k/a ADA-NexCoal, LLC), a Colorado limited liability company (“Sublicensor”), and ADA-ES INC., a Colorado corporation (“Licensor”). Sublicensee, Sublicensor, and Licensor are sometimes hereinafter individually referred to as a “Party” and collectively as the “Parties.”
