0001515156-22-000071 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 19th, 2022 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Luhansk

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 19th day of August, 2022, by and among Elbert Holdings, Inc., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”).

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VOTING AND ELECTION AGREEMENT
Voting and Election Agreement • August 19th, 2022 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Delaware

THIS VOTING AND ELECTION AGREEMENT (this “Agreement”) is made and entered into as of August 19, 2022, by and among Advanced Emissions Solutions, Inc., a Delaware corporation (the “Company”), and each Person identified on Exhibit A attached hereto (the “Shareholders” and each a “Shareholder”).

TRANSACTION AGREEMENT among ADVANCED EMISSIONS SOLUTIONS, INC. a Delaware corporation, ELBERT HOLDINGS, INC., a Delaware corporation, ELBERT MERGER SUB 1, INC., a Delaware corporation, and ARQ LIMITED a Jersey limited company Dated as of August 19, 2022
Transaction Agreement • August 19th, 2022 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Delaware

THIS TRANSACTION AGREEMENT (this “Agreement”) is made and entered into as of August 19, 2022, by and among (i) ADVANCED EMISSIONS SOLUTIONS, INC., a Delaware corporation (“ADES”), (ii) ELBERT HOLDINGS, INC., a Delaware corporation (“New ADES”), (iii) ELBERT MERGER SUB 1, INC., a Delaware corporation (“Merger Sub”) and (iv) ARQ LIMITED, a company incorporated under the laws of Jersey (“Arq”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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