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.

Advanced Emissions Solutions, Inc. Advanced Emissions Solutions, Inc. and Arq Limited Announce Transaction Agreement August 22, 2022 1
Transaction Agreement • August 19th, 2022 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products
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