AGREEMENT AND PLAN OF MERGERAgreement 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”).
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.”
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.”
FOURTH AMENDMENT TO 2011 LOAN AND SECURITY AGREEMENT (Clean Coal Solutions, LLC)2011 Loan and Security Agreement • May 10th, 2013 • Ada-Es Inc • Miscellaneous chemical products • Colorado
THIS FOURTH AMENDMENT TO 2011 LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and dated as of January 31, 2013 (the “Effective Date”) by and between CLEAN COAL SOLUTIONS, LLC, a Colorado limited liability company (“Borrower”), and COBIZ BANK, a Colorado corporation dba Colorado Business Bank (“Bank”). For certain limited purposes, as set forth herein, ADA-ES, INC., a Colorado corporation, and MF REFINED COAL, LLC, a Wyoming limited liability company, are parties hereto.
