REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2008 • Ada-Es Inc • Miscellaneous chemical products • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of August 26, 2008, is entered into by and among ADA-ES, a Colorado corporation (the “Company”) and the Persons whose names are set forth on the signature pages attached hereto (each a “Subscriber,” and together, the “Subscribers”).
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 • November 7th, 2008 • 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.
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 • November 7th, 2008 • 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.
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 • November 7th, 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).
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.”
CROWFOOT DEVELOPMENT, LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 1, 2008Limited Liability Company Agreement • November 7th, 2008 • Ada-Es Inc • Miscellaneous chemical products • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of Crowfoot Development, LLC, a Delaware limited liability company (the “Company”), effective as of October 1, 2008 (the “Effective Date”), is made and entered into by 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; and ADA-ES, Inc., a Colorado corporation (“ADA-ES”), as a Member.
APPENDIX I-7 Owner Guaranty GUARANTYOwner Guaranty • November 7th, 2008 • Ada-Es Inc • Miscellaneous chemical products
This Owner Guaranty (this “Guaranty”) is made by ADA-ES, Inc., a Colorado corporation (the “Guarantor”), in favor of BE&K Construction Company, LLC (the “Beneficiary”) in consideration of the Beneficiary entering into that certain Amended and Restated Engineering, Procurement and Construction Agreement, dated as of September 8, 2008 (the “Agreement”), by and between the Beneficiary and Red River Environmental Products, LLC, a Delaware limited liability company (the “Counterparty”). Capitalized terms used and not defined herein shall have the respective meanings set forth in the Agreement, as amended from time to time.
September 3, 2008 CARBON SUPPLY AGREEMENT BETWEEN RED RIVER ENVIRONMENTAL PRODUCTS, LLC SELLER AND LUMINANT GENERATION COMPANY LLC BUYER Dated as of September 3, 2008Carbon Supply Agreement • November 7th, 2008 • Ada-Es Inc • Miscellaneous chemical products • Texas
This CARBON SUPPLY AGREEMENT (this “Agreement”) is made and entered into as of the 3rd day of September, 2008, by and between Red River Environmental Products, LLC, a Delaware limited liability company (“Seller”), and Luminant Generation Company LLC, a Texas limited liability company (“Buyer”). Together, Seller and Buyer are “Parties” to this Agreement and either Seller or Buyer individually is a “Party” to this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 7th, 2008 • Ada-Es Inc • Miscellaneous chemical products • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 30, 2008, by and between ADA-ES, Inc., a Colorado corporation (the “Company”) and the several purchasers identified in the attached Exhibit A (individually, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
CARBON SUPPLY AGREEMENT BETWEEN WINFIELD INDUSTRIES, INC. SELLER AND ADA-ES, INC. BUYER Dated as of August 6, 2008Carbon Supply Agreement • November 7th, 2008 • Ada-Es Inc • Miscellaneous chemical products • Colorado
This CARBON SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of the 6th day of August 2008, by and between Winfield Industries, Inc., a Colorado Corporation, (“Seller”) and ADA-ES, Inc., a Colorado Corporation, (“Buyer”). Together, Seller and Buyer are “Parties” to the Agreement and either Seller or Buyer individually is a “Party” to the Agreement.
