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 Agreement • August 20th, 2003 • Ada-Es Inc • Miscellaneous chemical products
CHEMICALS, EQUIPMENT, AND TECHNICAL ENGINEERING SERVICES SUPPLY AGREEMENTSupply 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
AGREEMENT ---------Purchase and Sale Agreement • November 8th, 2006 • Ada-Es Inc • Miscellaneous chemical products • Colorado
Exhibit 10.7 Registration Rights Agreement between ADA-ES, Inc.Registration Rights Agreement • March 24th, 2003 • Ada-Es Ing
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 ------------------...Cooperative Agreement • March 30th, 2005 • Ada-Es Inc • Miscellaneous chemical products
RECITALS:Employment Agreement • March 30th, 2005 • Ada-Es Inc • Miscellaneous chemical products • Colorado
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”).
RECITALSDistribution Agreement • July 28th, 2003 • Ada-Es Inc • Miscellaneous chemical products • Colorado
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-101Multiple Hearth Furnace Contract • 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.
AGREEMENT AND PLAN OF MERGERMerger Agreement • 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”).
RECITALSLicense Agreement • November 8th, 2006 • Ada-Es Inc • Miscellaneous chemical products • Colorado
RECITALSDistribution Agreement • August 20th, 2003 • Ada-Es Inc • Miscellaneous chemical products
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
RECITALS: ---------Operating Agreement • November 8th, 2006 • Ada-Es Inc • Miscellaneous chemical products • Colorado
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.”
EXCLUSIVE RIGHT TO LEASE AGREEMENT between GSFS INVESTMENTS I CORP and CLEAN COAL SOLUTIONS, LLC dated May 27, 2011Exclusive Right to 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 AGREEMENTAssistance 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.
RECITALSJoint Product Exploitation and Marketing Agreement • March 24th, 2003 • Ada-Es Ing • Tennessee
OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENTOmnibus Amendment and Reaffirmation Agreement • November 14th, 2011 • Ada-Es Inc • Miscellaneous chemical products • Colorado
This OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT (this “Agreement”), is entered into as of the 9th day of September, 2011, by and between Clean Coal Solutions, LLC, a Colorado limited liability company, as Borrower (“Borrower”), and CoBiz Bank, a bank doing business in the State of Colorado as Colorado Business Bank, as Lender (“Lender”).
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.
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, 2010Technology 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, 2011Operating 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, 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.”
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.”
AMENDED AND RESTATED LICENSE AGREEMENTLicense 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.”
RECITALSAssumption and Release Agreement • September 10th, 2003 • Ada-Es Inc • Miscellaneous chemical products • Colorado
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual 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 GUARANTEELimited 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”.
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.
