UNDERTAKING AND ASSUMPTION AGREEMENTUndertaking and Assumption Agreement • November 12th, 2013 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Delaware
This UNDERTAKING AND ASSUMPTION AGREEMENT, dated as of July 1, 2013 (this “Agreement”), is entered into by Advanced Emissions Solutions, Inc., a Delaware corporation (together with its successors and assigns, “AES”), ADA-ES, Inc., a Colorado corporation (“ADA-ES”) and ADA Environmental Solutions, LLC, a Colorado limited liability company (together with ADA-ES, “ADA”) in favor of and for the benefit of Energy Capital Partners, LLC, a Delaware limited liability company; Energy Capital Partners I, LP, a Delaware limited partnership; Energy Capital Partners I-A, LP, a Delaware limited partnership; Energy Capital Partners I-B IP, LP, a Delaware limited partnership; and Energy Capital Partners I (Crowfoot IP), LP, a Delaware limited partnership (collectively, and including their respective successors and assigns, the “ECP Defendants”) and ADA Carbon Solutions, LLC (f/k/a Crowfoot Development, LLC), a Delaware limited liability company; ADA Carbon Solutions (Red River), LLC (f/k/a Red River E
