Advanced Emissions Solutions, Inc. Sample Contracts

RIGHTS AGREEMENT between ADVANCED EMISSIONS SOLUTIONS, INC., and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Dated as of February 1, 2015
Rights Agreement • February 2nd, 2015 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Delaware

RIGHTS AGREEMENT, dated as of February 1, 2015 (this “Agreement”), between Advanced Emissions Solutions, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

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600,000 Shares Advanced Emissions Solutions, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 15th, 2013 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • New York
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 25th, 2013 • Advanced Emissions Solutions, 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”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 19th, 2022 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Luhansk

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 19th day of August, 2022, by and among Elbert Holdings, Inc., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”).

EQUIPMENT LEASE (Thomas Hill)
Equipment Lease • March 17th, 2016 • Advanced Emissions Solutions, 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-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.”

EXCHANGE AGREEMENT (New Madrid) dated as of November 21, 2011 by and among CLEAN COAL SOLUTIONS, LLC, AEC-NM, LLC and GS RC INVESTMENTS LLC
Exchange Agreement • March 17th, 2016 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • New York

This EXCHANGE AGREEMENT (this “Agreement”), dated as of November 21, 2011 (the “Effective Date”), is entered into 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 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.”

EQUIPMENT LEASE (Thomas Hill)
Equipment Lease • March 17th, 2016 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • New York

This EQUIPMENT LEASE (this “Lease”), dated as of December 15, 2011 (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.”

DEVELOPMENT AND LICENSE AGREEMENT
Development and License Agreement • March 17th, 2016 • Advanced Emissions Solutions, 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”).

WAIVER AND RELEASE AGREEMENT
Waiver and Release Agreement • March 13th, 2017 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Colorado

The following is a Waiver and Release Agreement (“Agreement”) between Christine B. Amrhein, the undersigned Employee (referred to as “Employee”, “Executive”, “you”, “your”, “I”, or “me”), and Advanced Emissions Solutions, Inc., a Delaware corporation (the “COMPANY”), regarding your employment with the COMPANY and separation from employment.

TAX ASSET PROTECTION PLAN
Advanced Emissions Solutions, Inc. • May 8th, 2017 • Miscellaneous chemical products • New York

TAX ASSET PROTECTION PLAN, dated as of May 5, 2017 (the “Agreement”), between Advanced Emissions Solutions, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. a federally chartered trust company, as Rights Agent (the “Rights Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 1st, 2023 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Delaware

This Registration Rights Agreement (this “Agreement”) is made as of February 1, 2023, by and between Advanced Emissions Solutions Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors” and each an “Investor”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in the Purchase Agreement (as defined below).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 19th, 2016 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products

This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 30, 2016 (this “Second Amendment”), is entered into among Advanced Emissions Solutions, Inc. (the “Borrower”), the other Loan Parties identified below and the undersigned Lenders (constituting all of the Lenders as of the date hereof) and acknowledged by Wilmington Trust, National Association, in its capacity as administrative agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in that certain Credit Agreement, dated as of October 22, 2015 (the “Original Credit Agreement”), as amended by that certain First Amendment to Credit Agreement dated February 8, 2016 (the “First Amendment”) and that certain First Waiver to Credit Agreement dated March 2, 2016 (the “First Waiver”; the Original Credit Agreement, the First Amendment and the First Waiver, as further amended, supplemented or otherwise modified from time to time, the “Credit A

AMENDMENT TO TECHNOLOGY SUBLICENSE AGREEMENT
Technology Sublicense Agreement • March 17th, 2016 • Advanced Emissions Solutions, 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.”

FOURTH AMENDMENT TO TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • April 13th, 2021 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Delaware

This FOURTH AMENDMENT TO TAX ASSET PROTECTION PLAN (this “Amendment”) is entered into as of April 9, 2021, by and between Advanced Emissions Solutions, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Tax Asset Protection Plan dated as of May 5, 2017, by and between the Company and the Rights Agent, as amended by the First Amendment to Tax Asset Protection Plan, dated as of April 6, 2018, the Second Amendment to Tax Asset Protection Plan, dated as of April 5, 2019 and the Third Amendment to Tax Asset Protection Plan, dated as of April 8, 2020 (collectively, the “TAPP”).

SIXTH AMENDMENT TO TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • April 14th, 2023 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Delaware

This SIXTH AMENDMENT TO TAX ASSET PROTECTION PLAN (this "Amendment") is entered into as of April 13, 2023, by and between Advanced Emissions Solutions, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company (the "Rights Agent"). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Tax Asset Protection Plan dated as of May 5, 2017, by and between the Company and the Rights Agent, as amended by the First Amendment to Tax Asset Protection Plan, dated as of April 6, 2018, the Second Amendment to Tax Asset Protection Plan, dated as of April 5, 2019, the Third Amendment to Tax Asset Protection Plan, dated as of April 8, 2020, the Fourth Amendment to Tax Asset Protection Plan, dated as of April 9, 2021, and the Fifth Amendment to Tax Asset Protection Plan, dated as of March 15, 2022 (collectively, the "TAPP").

EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2016 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Colorado

THIS AGREEMENT made and entered into this ___ day of ___________, 20___, by and between Advanced Emissions Solutions, Inc., a Delaware corporation, whose principal offices are located at 9135 S. Ridgeline Blvd., Suite 200, Highlands Ranch, Colorado 80129 (the "Company"), and ____________________ (the "Employee") whose address is ________________

RESTRICTED STOCK AWARD AGREEMENT NOTICE ADVANCED EMISSIONS SOLUTIONS, INC. AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN, AS AMENDED NOTICE OF RESTRICTED STOCK AWARD
Restricted Stock Award Agreement • March 17th, 2016 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Delaware

You have been granted the right to receive shares of Common Stock of the Company, subject to the terms and conditions of this Notice of Restricted Stock Award (the “Notice”), under the Advanced Emissions Solutions, Inc. Amended and Restated 2007 Equity Incentive Plan, as amended from time to time (the “Plan”) and the Restricted Stock Award Agreement (the “Agreement”) attached hereto, and, if applicable, any written employment agreement you may have with the Company or a Company affiliate which addresses the award and vesting of Company Common Stock (the “Employment Agreement”) as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice. In the event of any conflict between the vesting provisions applicable to the Shares as set forth in this Notice and the Employment Agreement, the Employment Agreement shall control.

STOCK AWARD AGREEMENT ADVANCED EMISSIONS SOLUTIONS, INC. AMENDED AND RESTATED
Stock Award Agreement • March 17th, 2016 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products

You have been granted fully-vested shares of Common Stock of the Company, subject to the terms and conditions of this Notice of Stock Award (the “Notice”), under the Advanced Emissions Solutions, Inc. Amended and Restated 2010 Non-Management Compensation and Incentive Plan, as amended from time to time (the “Plan”) and the Stock Award Agreement (the “Agreement”) attached hereto, as follows. This grant is being made to you in partial payment of services to be rendered to the Company over the next six months, subject to your continued provision of such services during that time. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.

EIGHTH AMENDMENT AND NINTH WAIVER REGARDING
Loan and Security Agreement • September 1st, 2016 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products

THIS EIGHTH AMENDMENT AND NINTH WAIVER REGARDING 2013 LOAN AND SECURITY AGREEMENT (“Ninth Waiver”) is made as of the 29th day of August, 2016 (the “Effective Date”) by and among ADA-ES, INC., a Colorado corporation (“Borrower”), ADVANCED EMISSIONS SOLUTIONS, INC., a Delaware corporation (“ADES”), and COBIZ BANK, a Colorado corporation, d/b/a COLORADO BUSINESS BANK (“Lender”).

SECOND AMENDMENT TO TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • April 11th, 2019 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Delaware

This SECOND AMENDMENT TO TAX ASSET PROTECTION PLAN (this “Amendment”) entered into as of April 5, 2019, by and between Advanced Emissions Solutions, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Tax Asset Protection Plan dated as of May 5, 2017, by and between the Company and the Rights Agent, as amended by the First Amendment to Tax Asset Protection Plan, dated as of April 6, 2018 (the “TAPP”).

RETENTION AGREEMENT
Retention Agreement • May 10th, 2021 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Colorado

This Retention Agreement will become effective on the date you return a signed copy of the Retention Agreement to the COMPANY provided it is returned no later than 12:00 p.m. Mountain time on May 10, 2021 (the “Return Date”). If you do not return this Retention Agreement signed by you to the COMPANY by the Return Date, this offer will expire.

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Execution Version THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RCM6, LLC Dated effective as of January 1, 2016 4080228.4
Limited Liability Company Agreement • May 10th, 2016 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Colorado
FOURTEENTH AMENDMENT OF
2013 Loan and Security Agreement • September 29th, 2020 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Colorado

THIS FOURTEENTH AMENDMENT OF 2013 LOAN AND SECURITY AGREEMENT (“Fourteenth Amendment”) is made as of the 29th day of September, 2020 (the “Effective Date”) by and among ADA-ES, INC., a Colorado corporation (“Borrower”), ADVANCED EMISSIONS SOLUTIONS, INC., a Delaware corporation, as Guarantor (“ADES”), and BOKF, NA d/b/a BOK Financial, as successor in interest to COBIZ BANK, a Colorado corporation, d/b/a COLORADO BUSINESS BANK (“Lender”).

TWELFTH AMENDMENT OF
2013 Loan and Security Agreement • November 6th, 2018 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Colorado

THIS TWELFTH AMENDMENT OF 2013 LOAN AND SECURITY AGREEMENT ("Twelfth Amendment") is made as of the 30th day of September, 2018 (the "Effective Date") by and among ADA-ES, INC., a Colorado corporation ("Borrower"), ADVANCED EMISSIONS SOLUTIONS, INC., a Delaware corporation ("ADES"), and COBIZ BANK, a Colorado corporation, d/b/a COLORADO BUSINESS BANK ("Lender").

PURCHASE AND SALE AGREEMENT by and among 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, and Carbon Solutions Management, LLC, as Sellers, and Advanced...
Purchase and Sale Agreement • November 15th, 2018 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • New York

This Purchase and Sale Agreement (this “Agreement”), dated as of November 15, 2018 (the “Execution Date”), is made and entered into by and among Energy Capital Partners I, LP, a Delaware limited partnership (“ECP I,” or the “Sellers’ Representative”), 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”), 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 Sellers”), Carbon Solutions Management, LLC, a Delaware limited liability company (“Carbon Solutions Management” and, together with the ECP Sellers, “Sellers”) and Advanced Emissions Solutions, Inc., a Delaware corporation (“Purchaser”).

RETENTION AGREEMENT
Retention Agreement • May 10th, 2021 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Colorado

This Retention Agreement will become effective on the date you return a signed copy of the Retention Agreement to the COMPANY provided it is returned no later than 12:00 p.m. Mountain time on May 10, 2021 (the “Return Date”). If you do not return this Retention Agreement signed by you to the COMPANY by the Return Date, this offer will expire.

AGREEMENT FOR PURCHASE OF MEMBERSHIP INTERESTS by and between ADA-RCM6, LLC and Charles S. McNeil (Sellers) and Liberty Clean Fuels 2, LLC (Buyer) Dated as of March 3, 2016
Agreement for Purchase of Membership Interests • March 9th, 2016 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Colorado

This AGREEMENT FOR PURCHASE OF MEMBERSHIP INTERESTS (this “Agreement”), dated as of March 3, 2016 (the “Closing Date”), is made by and between ADA-RCM6, LLC, a Colorado limited liability company (“ADA-RCM6”), Charles S. McNeil (“McNeil” and together with ADA-RCM6, each, a “Seller” and collectively, “Sellers”), and Liberty Clean Fuels 2, LLC, a Delaware limited liability company (“Buyer”). Buyer and Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 17th, 2023 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this July 17, 2023, by and between Advanced Emissions Solutions, Inc., a Delaware corporation (the “Issuer”), and each of the undersigned (each a “Subscriber” and collectively, the “Subscribers”).

LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • June 6th, 2023 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Kentucky

THIS LOAN MODIFICATION AGREEMENT ("Agreement") is entered into effective as of June 2, 2023 ("Effective Date"), by and among: (i) COMMUNITY TRUST BANK, INC., a Kentucky corporation ("Bank"); (ii) CORBIN PROJECT LLC, ARQ PROJECTS HOLDING COMPANY LLC, ARQ ST. ROSE LLC, ARQ CORBIN LLC and ARQ CORBIN LAND LLC, each a Delaware limited liability company (collectively, "Borrowers"); and (iii) Advanced Emissions Solutions, Inc., a Delaware corporation ("ADES"), with ADES signing solely with respect to the sections of this Agreement expressly applicable to ADES.

AMENDMENT TO MASTER AGREEMENT FOR SUPPLY OF FURNACE PRODUCTS
Master Agreement • February 13th, 2024 • Arq, Inc. • Miscellaneous chemical products

This AMENDMENT TO MASTER AGREEMENT FOR SUPPLY OF FURNACE PRODUCTS (this “Amendment”) is entered into on this 8th day of February, 2024 (the “Effective Date”) by and between Arq Solutions (Red River), LLC (f/k/a ADA Carbon Solutions (Red River), LLC), a Delaware limited liability company (the “Seller”), and Norit Americas, Inc. (“Buyer”) (together, the “Parties” and individually a “Party”).

VOTING AND ELECTION AGREEMENT
Voting and Election Agreement • August 19th, 2022 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Delaware

THIS VOTING AND ELECTION AGREEMENT (this “Agreement”) is made and entered into as of August 19, 2022, by and among Advanced Emissions Solutions, Inc., a Delaware corporation (the “Company”), and each Person identified on Exhibit A attached hereto (the “Shareholders” and each a “Shareholder”).

LOAN AGREEMENT (USDA GUARANTEED LOAN)
Loan Agreement • March 8th, 2023 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Kentucky

This Loan Agreement (“Agreement”) is entered into and effective as of January 27, 2021, by and among (i) Community Trust Bank, Inc. (“Bank”), a Kentucky corporation; and (ii) Corbin Project LLC, Arq Projects Holding Company LLC, Arq St. Rose LLC, Arq Corbin LLC and Arq Corbin Land LLC (collectively, “Borrowers”), each a Delaware limited liability company.

AMENDMENT TO EMPLOYMENT AGREEMENT – ADVANCED EMISSIONS SOLUTIONS, INC. EXECUTIVE (Form)
Employment Agreement • September 2nd, 2014 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products

THIS AMENDMENT (the “Amendment”) TO EMPLOYMENT AGREEMENT (the “Agreement”) originally entered into on by and between (the “Executive”) and ADA-ES, Inc. a Colorado corporation (“ADA-ES”), is made and entered into between ADA-ES, the Executive and Advanced Emissions Solutions, Inc., a Delaware corporation (“ADES” or the “Company”), as of (“Effective Date”).

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