Common use of Exercise of the Repurchase Right Clause in Contracts

Exercise of the Repurchase Right. The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares prior to the expiration of the sixty (60)-day exercise period. The notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on the closing date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash, an amount equal to the Exercise Price previously paid for the Unvested Shares which are to be repurchased from Owner. Notwithstanding the foregoing, in the event such stock certificates are not delivered to the Corporation at the time the Exercise Price is so paid, such Unvested Shares shall nonetheless be deemed cancelled as of the time of such payment and the Corporation may take such action is as necessary, including the imposition of stop transfer orders, with respect to such shares. The Corporation's right to exercise the Repurchase Right shall be conditioned on the Corporation having taken all corporate action required to be taken to exempt such repurchase from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(e), or successor rule, thereunder, and providing the Owner with satisfactory written evidence thereof with its notice of exercise.

Exercise of the Repurchase Right. The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares Grantee prior to the expiration of the sixty (60)-day exercise periodShare Repurchase Period. The notice shall indicate the number of Unvested Shares and any Additional Securities to be repurchased and the date on which the repurchase is to be effected, such date to be not more later than thirty (30) days after the last day of the Share Repurchase Period. On the date of such notice. The certificates representing on which the Unvested Shares repurchase is to be repurchased shall be delivered to the Corporation on the closing date specified for the repurchase. Concurrently with the receipt of such stock certificateseffected, the Corporation Company and/or its assigns shall pay to Ownerthe Grantee in cash or cash equivalents (including the cancellation of any purchase-money indebtedness) for Restricted Shares being repurchased, in cash, an amount equal the Purchase Price per Share or Additional Securities previously paid by the Grantee to the Exercise Price previously paid Company for such Shares and Additional Securities. Upon such payment to the Grantee or into escrow for the Unvested Shares which are to be repurchased from Owner. Notwithstanding the foregoing, in the event such stock certificates are not delivered to the Corporation at the time the Exercise Price is so paid, such Unvested Shares shall nonetheless be deemed cancelled as benefit of the time Grantee, the Company and/or its assigns shall become the legal and beneficial owner of such payment the Shares and Additional Securities being repurchased and all rights and interest thereon or related thereto, and the Corporation may take such action is as necessary, including Company shall have the imposition of stop transfer orders, with respect to such shares. The Corporation's right to exercise transfer to its own name or its assigns the Repurchase Right shall be conditioned on number of Shares and Additional Securities being repurchased, without further action by the Corporation having taken all corporate action required to be taken to exempt such repurchase from Grantee. Restricted Stock Purchase Agreement under the provisions of Section 16(b) of the Securities Exchange Act of 1934Advanced Emissions Solutions, as amended, pursuant to Rule 16b-3(e), or successor rule, thereunder, Inc. Amended and providing the Owner with satisfactory written evidence thereof with its notice of exercise.Restated 2010 Non-Management Compensation and Incentive Plan

Exercise of the Repurchase Right. The Repurchase Right shall with respect to the Restricted Shares to be exercisable repurchased by the Company may be exercised by the Company upon delivery of a written notice delivered to each Owner of the Unvested Shares prior to the expiration Participant within ninety (90) days after the occurrence of an Event of Default (the sixty (60)-day exercise period“Repurchase Period”). The notice shall indicate the number of Unvested Restricted Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more later than thirty (30) days after the last day of the Repurchase Period. On the date of such notice. The certificates representing on which the Unvested Shares repurchase is to be repurchased shall be delivered to the Corporation on the closing date specified for the repurchase. Concurrently with the receipt of such stock certificateseffected, the Corporation Company or its permitted assigns shall pay to Ownerthe Participant in a form provided in this Section 2(c), the Repurchase Price for such Restricted Shares plus any additional funds for any Additional Securities (as defined below) in respect thereof (the “Repurchase Payment”). The Repurchase Payment may be made in the form of cash, an amount equal cancellation of debt, promissory note, a combination of the aforementioned or any other method of payment that the Administrator determines in its sole discretion. Upon delivery of the Repurchase Payment to the Exercise Price previously paid for the Unvested Shares which are to be repurchased from Owner. Notwithstanding the foregoing, Participant as provided in the event such stock certificates are not delivered to preceding sentence, the Corporation at Company or its permitted assigns shall become the time the Exercise Price is so paid, such Unvested Shares shall nonetheless be deemed cancelled as legal and beneficial owner of the time of such payment Restricted Shares (including any Additional Securities in respect thereof) being repurchased and all rights and interest thereon or related thereto, and the Corporation may take such action is as necessary, including Company shall have the imposition of stop transfer orders, with respect to such shares. The Corporation's right to exercise transfer to its own name or its permitted assigns the number of Restricted Shares (including any Additional Securities in respect thereof) so repurchased, without further action by the Participant or any other party. If neither the Company nor its permitted assigns makes the Repurchase Payment as described above, the Repurchase Right of the Company shall be conditioned on the Corporation having taken all corporate action required to be taken to exempt such repurchase from the provisions of Section 16(b) of the Securities Exchange Act of 1934, deemed as amended, pursuant to Rule 16b-3(e), or successor rule, thereunder, and providing the Owner with satisfactory written evidence thereof with its notice of exerciseexpired.

Exercise of the Repurchase Right. The Repurchase Right with respect to the Restricted Shares to be repurchased by the Company shall be exercisable exercised by the Company’s written notice delivered to each Owner the Principal or Principal Holding Company, as applicable, within sixty (60) days after the occurrence of the Unvested Shares prior to Trigger Event (the expiration of the sixty (60)-day exercise period“Repurchase Period”). The notice shall indicate the number of Unvested Restricted Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more later than thirty (30) days after the date last day of such noticethe Repurchase Period. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation Without requirement of further action on the closing date specified for the repurchase. Concurrently with the receipt part of such stock certificateseither party hereto, the Corporation shall pay to Owner, in cash, an amount equal to the Exercise Price previously paid for the Unvested Shares which are to be repurchased from Owner. Notwithstanding the foregoing, in the event such stock certificates are not delivered to the Corporation at the time the Exercise Price is so paid, such Unvested Shares shall nonetheless be deemed cancelled as of the time of such payment and the Corporation may take such action is as necessary, including the imposition of stop transfer orders, with respect to such shares. The Corporation's right to exercise the Repurchase Right shall be conditioned on deemed to have been automatically enforced as to the Corporation having taken all corporate action required Restricted Shares to be taken to exempt such repurchase from repurchased by the provisions of Section 16(b) last day of the Securities Exchange Act Repurchase Period, unless the Company declines in writing to enforce its Repurchase Right (with the prior written consent of 1934Investors) prior to such time. On the date on which the repurchase is to be effected, the Company or its permitted assigns shall pay to the Principal or Principal Holding Company, as amendedapplicable, pursuant in cash or cash equivalents (including the cancellation of indebtedness) the Repurchase Price for such Restricted Shares, plus any additional funds for any Additional Securities (defined below) in respect thereof. Upon such payment to Rule 16b-3(e)the Principal or Principal Holding Company as provided in the preceding sentence, the Company or successor rule, thereunderits permitted assigns shall become the legal and beneficial owner of the Restricted Shares (including any Additional Securities in respect thereof) being repurchased and all rights and interest thereon or related thereto, and providing the Owner with satisfactory written evidence thereof with Company shall have the right to transfer to its notice own name or its permitted assigns the number of exerciseRestricted Shares (including any Additional Securities in respect thereof) so repurchased, without further action by the Principal the Principal Holding Company or any other party.

Exercise of the Repurchase Right. The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares prior to the expiration of the sixty (60)-day exercise period. The notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The stock certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on the closing date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash, an amount equal to the Exercise Price previously paid for the Unvested Shares which are to be repurchased from Owner. Notwithstanding the foregoing, in the event such stock certificates are not delivered to the Corporation at the time the Exercise Price is so paid, such Unvested Shares shall nonetheless be deemed cancelled as of the time of such payment and the Corporation may take such action as is as necessary, including the imposition of stop transfer orders, with respect to such sharesUnvested Shares. The Corporation's right to exercise the Repurchase Right shall be conditioned on the Corporation having taken all corporate action required to be taken to exempt such repurchase from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(e), or successor rule, thereunder, and providing the Owner with satisfactory written evidence thereof with its notice of exercise.

Exercise of the Repurchase Right. The Subject to Section 5.4, the -------------------------------- Repurchase Right shall be exercisable by written notice delivered to each the Owner of the Unvested Shares prior to the expiration of the sixty (60)-day exercise period60) day period specified in Section 5.1. The notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The To the extent one or more certificates representing Unvested Shares may have been previously delivered out of escrow to the Owner, then the Owner shall, prior to the close of business on the date specified for the repurchase, deliver to the Secretary of the Company the certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on the closing date specified repurchased, properly endorsed for the repurchasetransfer. Concurrently The Company shall, concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, the Owner in cashcash or cash equivalents (including the cancellation of any purchase-money indebtedness), an amount equal to the Exercise Purchase Price previously paid for the Unvested Shares which that are to be repurchased from Ownerrepurchased. Notwithstanding The Owner agrees to cooperate affirmatively with the foregoingCompany, to the extent reasonably requested by the Company, to enforce rights and obligations pursuant to this Agreement, and the Owner further agrees and acknowledges that the Company shall have the right to cancel certificates representing any Unvested Shares on its books and records in the event such stock the Owner thereof fails to deliver certificates are not delivered to the Corporation at the time the Exercise Price is so paid, representing such Unvested Shares shall nonetheless be deemed cancelled as upon notice by the Company of the time of such payment and the Corporation may take such action is as necessary, including the imposition of stop transfer orders, with respect to such shares. The Corporation's right its intention to exercise the Repurchase Right shall be conditioned on the Corporation having taken all corporate action required to be taken to exempt such repurchase from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(e), or successor rule, thereunder, described herein and providing the Owner with satisfactory written evidence thereof with its notice thereafter shall have no rights as a stockholder of exercisesuch Unvested Shares.

Exercise of the Repurchase Right. The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares Grantee prior to the expiration of the sixty (60)-day exercise periodShare Repurchase Period. The notice shall indicate the number of Unvested Shares and any Additional Securities to be repurchased and the date on which the repurchase is to be effected, such date to be not more later than thirty (30) days after the last day of the Share Repurchase Period. On the date of such notice. The certificates representing on which the Unvested Shares repurchase is to be repurchased shall be delivered to the Corporation on the closing date specified for the repurchase. Concurrently with the receipt of such stock certificateseffected, the Corporation Company and/or its assigns shall pay to Ownerthe Grantee in cash or cash equivalents (including the cancellation of any purchase-money indebtedness) for Restricted Shares being repurchased, in cash, an amount equal the Purchase Price per Share or Additional Securities previously paid by the Grantee to the Exercise Price previously paid Company for such Shares and Additional Securities. Upon such payment to the Grantee or into escrow for the Unvested Shares which are to be repurchased from Owner. Notwithstanding the foregoing, in the event such stock certificates are not delivered to the Corporation at the time the Exercise Price is so paid, such Unvested Shares shall nonetheless be deemed cancelled as benefit of the time Grantee, the Company and/or its assigns shall become the legal and beneficial owner of such payment the Shares and Additional Securities being repurchased and all rights and interest thereon or related thereto, and the Corporation may take such action is as necessary, including Company shall have the imposition of stop transfer orders, with respect to such shares. The Corporation's right to exercise transfer to its own name or its assigns the Repurchase Right shall be conditioned on number of Shares and Additional Securities being repurchased, without further action by the Corporation having taken all corporate action required to be taken to exempt such repurchase from Grantee. Restricted Stock Purchase Agreement under the provisions of Section 16(b) of the Securities Exchange Act of 1934ADA-ES, as amendedInc. 2010 Non-Management Compensation and Incentive Plan Revision – February 5, pursuant to Rule 16b-3(e), or successor rule, thereunder, and providing the Owner with satisfactory written evidence thereof with its notice of exercise.2010

Exercise of the Repurchase Right. The Repurchase Right shall be -------------------------------- exercisable by written notice delivered to each the Owner of the Unvested Shares prior to the expiration of the sixty (60)-day exercise period60) day period specified in Section 5.1. The notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The To the extent one or more certificates representing Unvested Shares may have been previously delivered out of escrow to the Owner, then the Owner shall, prior to the close of business on the date specified for the repurchase, deliver to the Secretary of the Company the certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on the closing date specified repurchased, properly endorsed for the repurchasetransfer. Concurrently The Company shall, concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, the Owner in cashcash or cash equivalents (including the cancellation of any purchase-money indebtedness), an amount equal to the Exercise Purchase Price previously paid for the Unvested Shares which that are to be repurchased from Ownerrepurchased. Notwithstanding The Owner agrees to cooperate affirmatively with the foregoingCompany, to the extent reasonably requested by the Company, to enforce rights and obligations pursuant to this Agreement, and the Owner further agrees and acknowledges that the Company shall have the right to cancel certificates representing any Unvested Shares on its books and records in the event such stock the Owner thereof fails to deliver certificates are not delivered to the Corporation at the time the Exercise Price is so paid, representing such Unvested Shares shall nonetheless be deemed cancelled as upon notice by the Company of the time of such payment and the Corporation may take such action is as necessary, including the imposition of stop transfer orders, with respect to such shares. The Corporation's right its intention to exercise the Repurchase Right shall be conditioned on the Corporation having taken all corporate action required to be taken to exempt such repurchase from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(e), or successor rule, thereunder, described herein and providing the Owner with satisfactory written evidence thereof with its notice thereafter shall have no rights as a stockholder of exercisesuch Unvested Shares.