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”.
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”).
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.”
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.”
EQUIPMENT LEASE (New Madrid)Equipment Lease • March 15th, 2012 • Ada-Es Inc • Miscellaneous chemical products • New York
This EQUIPMENT LEASE (this “Lease”), dated as of November 21, 2011 (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.”
OFFICE BUILDING LEASE RIDGELINE TECHNOLOGY CENTER, LLC, a Colorado limited liability company (Landlord) and ADA-ES, INC., a Colorado corporation (Tenant)Escrow Agreement • March 15th, 2012 • Ada-Es Inc • Miscellaneous chemical products • Colorado
such approval not to be unreasonably withheld, conditioned or delayed, to prepare construction drawings and specifications (the “Construction Drawings”) for Tenant’s Work, based strictly on the Space Plans, and shall cause Tenant’s Work to be constructed in the Premises by Tenant’s Contractor in accordance with the Construction Drawings. Prior to the commencement of any construction, Landlord shall be given an opportunity to review the Construction Drawings to confirm that they conform to the Space Plans, and to approve the same. Landlord may withhold approval of the Construction Drawings if the proposed Tenant’s Work as reflected in the Construction Drawings (a) does not conform to the Space Plans, (b) would adversely affect the Building structure and/or systems (including, without limitation, HVAC, mechanical, electrical and plumbing), (c) does not comply with Applicable Laws, (d) would affect the exterior appearance of the Building (other than the Backup Generator permitted under th
AMENDMENT #2 TO TECHNOLOGY SUBLICENSE AGREEMENTTechnology Sublicense Agreement • March 15th, 2012 • Ada-Es Inc • Miscellaneous chemical products • New York
This AMENDMENT #2 TO TECHNOLOGY SUBLICENSE AGREEMENT (this “Amendment”) is dated as of December 15, 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.”
AMENDMENT NO. 1 TO INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • March 15th, 2012 • Ada-Es Inc • Miscellaneous chemical products • Delaware
THIS AMENDMENT NO. 1 TO INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Amendment”), entered into this 28th day of November, 2011, is made by and between the undersigned and amends that certain Intellectual Property License Agreement, dated as of October 1, 2008 (the “License Agreement”), by and between ADA-ES, Inc. and ADA Carbon Solutions, LLC (f/k/a Crowfoot Development Company, LLC) (individually, a “Party,” and, collectively, the “Parties”). Capitalized terms used and not otherwise defined in this Amendment will have the meanings set forth in the License Agreement, including as incorporated by reference therein.
EQUIPMENT LEASE (Thomas Hill)Equipment Lease • March 15th, 2012 • Ada-Es 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.”
