Ada-Es Inc Sample Contracts

RECITALS
Distribution Agreement • July 28th, 2003 • Ada-Es Inc • Miscellaneous chemical products • Colorado
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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 SHARES
Registration 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 AGREEMENT
Underwriting Agreement • October 25th, 2011 • Ada-Es Inc • Miscellaneous chemical products • New York
RECITALS
Distribution Agreement • 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, 2010
Registration 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 AGREEMENT
Marketing 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-101
Confidentiality 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.

RECITALS
License Agreement • November 8th, 2006 • Ada-Es Inc • Miscellaneous chemical products • Colorado
AGREEMENT AND PLAN OF MERGER
Agreement 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”).

DEVELOPMENT AND LICENSE AGREEMENT
Development 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 GUARANTY
Limited 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.”

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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, 2011
Lease 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”).

ASSISTANCE AGREEMENT
Assistance Agreement • November 12th, 2010 • Ada-Es Inc • Miscellaneous chemical products

Any apparent inconsistency between Federal statutes and regulations and the terms and conditions contained in this award must be referred to the DOE Award Administrator for guidance.

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RECITALS
Joint 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 Contractor
Engineering, 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.

TECHNOLOGY SUBLICENSE AGREEMENT among ADA-ES, INC., as Licensor, CLEAN COAL SOLUTIONS, LLC, as Sublicensor, and GS RC INVESTMENTS LLC, as Sublicensee dated as of June 29, 2010
Technology Sublicense Agreement • August 16th, 2010 • Ada-Es Inc • Miscellaneous chemical products • New York

This TECHNOLOGY SUBLICENSE AGREEMENT (this “Agreement”), dated as of June 29, 2010 (the “Effective Date”), is 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”), 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”.

CLEAN COAL SOLUTIONS, LLC SECOND AMENDED AND RESTATED OPERATING AGREEMENT Dated as of May 27, 2011
Operating Agreement • August 12th, 2011 • Ada-Es Inc • Miscellaneous chemical products • Colorado

This Second Amended and Restated Operating Agreement of Clean Coal Solutions, LLC is made and entered into to be effective as of May 27, 2011 (the “Effective Date”), by and among ADA-ES, Inc., a Colorado corporation (“ADA”), NexGen Refined Coal, LLC, a Wyoming limited liability company (“NexGen”), GSFS Investments I Corp., a Delaware corporation (“GS”), as members (each individually a “Member” and collectively the “Members”), and Clean Coal Solutions, LLC, a Colorado limited liability company (the “Company”). ADA, NexGen, GS and the Company are hereinafter sometimes referred to each individually as a “party” and collectively as the “parties.”

CLASS B UNIT PURCHASE AGREEMENT between CLEAN COAL SOLUTIONS, LLC and GSFS INVESTMENTS I CORP. dated May 27, 2011
Class 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 Obligations
Settlement 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, 2008
Joint 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.”

AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • August 16th, 2010 • Ada-Es Inc • Miscellaneous chemical products • Colorado

THIS AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”) is entered into by and between, ADA-ES Inc., a Colorado corporation having its principal place of business at 8100 South Park Way, Unit B, Littleton, CO 80120-4525 (“Licensor”) and Clean Coal Solutions, LLC (f/k/a ADA-NexCoal, LLC), a Colorado limited liability company having its principal place of business at 3300 S. Parker Road, Suite 310, Aurora, Colorado 80014 (“Licensee”), and is effective as of October 30, 2009 (the “Effective Date”). Licensor and Licensee are sometimes hereinafter individually referred to as a “party” and collectively as the “parties.”

RECITALS
Assumption and Release Agreement • September 10th, 2003 • Ada-Es Inc • Miscellaneous chemical products • Colorado
INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • November 7th, 2008 • Ada-Es Inc • Miscellaneous chemical products • Delaware

This INTELLECTUAL PROPERTY LICENSE AGREEMENT is made and entered into and effective as of October 1, 2008, by and between ADA-ES, Inc., a Colorado corporation (“Licensor”), and Crowfoot Development, LLC, a Delaware limited liability company (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”

LIMITED GUARANTEE
Limited Guarantee • August 12th, 2011 • Ada-Es Inc • Miscellaneous chemical products • New York

LIMITED GUARANTEE (this “Guarantee”), dated as of May 27, 2011, by ADA-ES, Inc., a Colorado corporation (the “Guarantor”), in favor of GSFS Investments I Corp., a Delaware corporation (the “Guaranteed Party”). The Guarantor and the Guaranteed Party may hereinafter be referred to individually as a “Party” or collectively as the “Parties”.

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