Settlement Agreement Regarding ADA-ES Indemnity Obligations

Parties

•      ADA-ES, Inc., a Colorado Corporation and ADA Environmental Solutions, LLC, a Colorado limited liability company (collectively, and including their respective successors and assigns, “ADA”).

•      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”).

•      ADA Carbon Solutions, LLC (f/k/a Crowfoot Development, LLC), a Delaware limited liability company (“ACS”);

•      ADA Carbon Solutions (Red River), LLC (f/k/a Red River Environmental Products, LLC), a Delaware limited liability company (“RREP”);

•      Morton Environmental Products, LLC, a Delaware limited liability company;

•      Underwood Environmental Products, LLC, a Delaware limited liability company;

•      Crowfoot Supply Company, LLC, a Delaware limited liability company (“Crowfoot Supply”); and

•      Five Forks Mining, LLC, a Delaware limited liability company (collectively, and including their respective successors and assigns, the “AC Venture Defendants”).

Representations and

Warranties

•      it has the power and authority to enter into this Agreement and to perform its obligations hereunder, and that the persons executing this Agreement on behalf of the Party are authorized to do so;

•      the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary actions of the Party;

•      this Agreement has been duly and validly executed and delivered by it and is a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy laws and other laws affecting creditors’ rights generally, and general principles of equity that restrict the availability of equitable remedies; and

•      the execution and delivery of this Agreement and the performance by the Party of any of its obligations hereunder do not and will not:

•      Conflict with or result in a violation or breach of any of the terms, conditions or provisions of the incorporation or organization documents of the Party;

•      Conflict with or result in a violation or breach of any term or provision of any statute, decree, order, rule, or regulation of any court or governmental agency or body applicable to the Party or any of its assets and properties; and

•      (1) Conflict with or result in a material violation or breach of, (2) constitute (with or without notice or lapse of time or both) a material default or result in the imposition of any fees or penalties under, (3) give rise to any right of termination, amendment, acceleration or cancellation of, (4) require the Party to obtain any material consent, approval or action of, make any filing (other than ADA’s obligation to file information with the Securities and Exchange Commission regarding this agreement) with or give any notice to any Person as a result or under the terms of, or (5) result in the creation or imposition of any material Lien upon the Party or any of its assets or properties under any contract, lease, mortgage, instrument or other document or agreement or authorization of a governmental agency or body to which the Party is a party or by which any of the Party’s assets and properties are bound.

Indemnity Obligations

Disputes have arisen between ADA, on the one hand, and the ECP Defendants and the AC Venture Defendants, on the other hand, regarding ADA’s obligations to indemnify the ECP Defendants and

the AC Venture Defendants against Losses (as defined in the Joint Development Agreement (“JDA”))resulting from, arising out of or relating to the following actions (collectively, and together with all Actions and Proceedings (as defined in the JDA) related thereto, the

“Norit Litigation”):

Texas Action: Norit Americas, Inc. (“Norit”) v. ADA-ES, Inc., No. 08-0673 (71st Dist. Ct., Harris County, Tex.) (the “Texas Action”);

Arbitration: American Arbitration Association arbitration Case No. 30-192-Y-00718-09 (the “Arbitration Action”); and

New Jersey Action: Norit Americas Inc. v. Energy Capital Partners I, LP, No. ESX-C-304-09 (N.J. Super. Ct. Ch. Div.) (the “New Jersey Action”).

In addition to the indemnification obligations of ADA in the section titled “ADA Indemnification Obligations for Royalty Payments”, ADA acknowledges and agrees that it shall indemnify the ECP Defendants and the AC Venture Defendants in respect of, and hold each of them harmless from and against any and all Losses (as defined in the JDA) suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to (1) any breach by ADA of the ADA/Norit Settlement Agreement, the Final Award (except with respect to breaches by ADA of its obligations pursuant to the Final Award to pay Norit any and all amount due with respect to the New Carbon Facilities) and the Other Awards and (2) this Agreement (collectively, the “ADA Indemnity Obligations”).

“ADA/Norit Settlement Agreement” means that certain Settlement Agreement dated as of August 29, 2011 by and among ADA and Norit.

“ACS/Norit Settlement Agreement” means that certain Settlement Agreement dated as of August 29, 2011 by and among the AC Venture Defendants, the ECP Defendants and Norit (collectively with the ADA/Norit Settlement Agreement, the “Settlement Agreements”).

“Final Award” means that certain Stipulated Partial Final Award regarding the Corporate Parties (as defined therein) dated October 18, 2011 entered in the Arbitration Action.

“Other Awards” means that certain Stipulated Partial Final Damages Award dated October 18, 2011 entered in the Arbitration Action and the certain Final Damages Award Against John Rectenwald and Stephen D. Young dated October 17, 2011 entered in the Arbitration Action.

As a compromise and in order to resolve the dispute among the Parties related to ADA’s obligation to indemnify the ECP Defendants and the AC Venture Defendants for the Incurred Legal Fees the ECP Defendants and the AC Venture Defendants agree to accept, and ADA agrees that it is liable for and shall pay, as full and final settlement, the amount of $29,163,273 provided that such amount is paid as provided in the section titled “Payment of Settlement Fee Amount” below (the “Settlement Fee Amount”).

In consideration of the promises and mutual agreements contained in this Agreement, and for other good and valuable consideration (including the Settlement Fee Amount), the receipt and sufficiency of which is hereby acknowledged, the Parties agree to be bound by the other provisions of this Agreement.

ADA Capital

Contributions to ACS

ADA shall pay or provide the Settlement Fee Amount as follows:

Cash Payment to ACS: ADA shall pay in the aggregate $2.0 million in immediately available funds to ACS on the business day immediately following the date of this Agreement to an account specified in writing by ACS (the “Cash Payment”) in partial satisfaction of the Incurred Legal Fees.

Periodic Cash Payments: In addition, on the business day immediately following the date of this Agreement and then again on the first business day of each month for an aggregate total of sixteen (16) installments, ADA shall pay to ACS to an account specified in writing by ACS $100,000 per installment in partial satisfaction of the Incurred Legal Fees, one-third of which shall be deemed to be owed to each of ACS, RREP and Crowfoot Supply.

Relinquishment of Equity Interests: Effective upon the execution of this Agreement by the Parties, ADA shall relinquish all of its Equity Interests in ACS (which shall collectively be valued at the Contribution Amount) to ACS in partial satisfaction of the Incurred Legal Fees. ADA shall take all actions and to do, or cause to be done, all things necessary, proper or advisable to effect such relinquishment.

Additional Legal Fees

and Expenses

Additional Legal Fees: Except as otherwise provided in this Section, ADA, on the one hand, and the ECP Defendants and the AC Venture Defendants, on the other hand, shall pay all their respective legal fees, costs and expenses they incur arising after the Legal Fee Settlement Date resulting from, arising out of or relating to the Norit Litigation, including without limitation, the Final Award and the Settlement Agreements.

Control of Actions or Proceedings or Other Disputes: The ECP Defendants or the AC Venture Defendants may, but shall not be obligated to, elect, at any time and from time to time, to control any Action or Proceeding or other dispute (including counterclaims) resulting from, arising out of or relating to the Norit Litigation, including, without limitation the Final Award, the Other Awards and the Settlement Agreements (the “Norit Matters”), involving any ECP Defendant or AC Venture Defendant, which control shall include full authority to settle the Norit Matters (the “Control Option”); provided, however, that if (1) ADA is current with respect to its monetary obligations pursuant to this Agreement, including to pay the Royalty Payments and with respect to the amount of the Periodic LC (including, without limitation, all Litigation Postings) and the Security LC and (2) to the extent any such settlement concerns Royalty Payments, the settlement must be presented to ADA for its approval (the date such proposal is delivered to ADA, the “Notification Date”), which approval shall not be unreasonably withheld. The ECP Defendants and the AC Venture Defendants shall keep ADA apprised of any settlement discussions that concern potential Royalty Payments. Within five business days after the Notification Date, ADA must (1) consent to the settlement or (2) increase the Periodic LC (the terms of which are set forth below in the paragraph titled “Prepayment of Periodic Royalty Amounts”) in the amount set forth below (each such amount, a “Litigation Posting”).

•      Initial Litigation Posting: At the time ADA rejects any settlement proposal, the Periodic LC amount shall be increased by an amount equal to the difference between (1) the amount of Royalty Payments that have been made up to such time pursuant to the Final Award and (2) the amount of Royalty Payments that would have been due or made up to such time if Norit is granted the relief it is requesting in such Norit Matters or if such Norit Matters are otherwise decided in Norit’s favor.

•      Subsequent Litigation Postings: After the initial increase in the Periodic LC to address a particular rejected settlement proposal, each forecast prepared

pursuant to the paragraph below titled “Good Faith Forecast of Periodic Royalty Amount” during the pendency of the Norit Matters shall include an additional amount equal to the difference between (1) the amount of Royalty Payments that would be made pursuant to the Final Award during the period provided for in such paragraph and (2) the amount of Royalty Payments that would be required to be made during the period provided for in such paragraph if Norit is granted the relief it is requesting in such Norit Matters or if such Norit Matters are otherwise decided in Norit’s favor, and such amount shall be added as a separate item in the Royalty Notice. In no event shall the subsequent Litigation Postings include amounts duplicative with the initial Litigation Posting provided for in the immediately preceding paragraph. Any amounts included in the Royalty Notice on account of the Norit Matters shall be clearly set out in the Royalty Notice as amounts to secure a disputed liability and such amounts shall be added to the Periodic LC (the terms of which are set forth below in section titled “Prepayment of Periodic Royalty Amounts”).

If within five business after the Notification Date, (1) ADA fails to reply regarding whether it consents to the proposed settlement or (2) ADA notifies the ECP Defendants and the AC Venture Defendants that it does not consent to the settlement, but fails to make the Litigation Posting within five business days after the Notification Date, then ADA shall automatically be deemed to have consented to the settlement.

If (1) within five business day after the Notification Date ADA notifies the ECP Defendants and the AC Venture Defendants that it does not consent to the settlement and (2) within five business days after the Notification Date ADA makes the Litigation Posting, then the ECP Defendants and the AC Venture Defendants shall, within five business days of the later of such notification or posting, notify ADA if (A) they elect to continue to control the Norit Matters to which the settlement relates on their behalf (and not on behalf of ADA), in which case the ECP Defendants and/or the AC Venture Defendants shall continue to pay all the legal fees, costs and expenses they incur in connection with such Norit Matters or (B) they elect to allow ADA to assume control of such Norit Matters on behalf of the ECP Defendants and/or the AC Venture Defendants with counsel of ADA’s choosing, in which case ADA shall pay all of the legal fees, costs and expenses ADA incurs on behalf of the ECP Defendants and the AC Venture Defendants in connection with such Norit Matters.

To the extent that the ECP Defendants and/or the AC Venture Defendants elect to continue to control any such Norit Matters on

their own behalf after ADA has withheld consent to a settlement, the ECP Defendants and/or the AC Venture Defendants shall have sole authority over the conduct of their prosecution or defense of such Norit Matters on their own behalf, and ADA shall be from that point solely responsible for its prosecution or defense of such Norit Matters on its own behalf and ADA shall pay all the legal fees, costs and expenses it incurs in connection with such Norit Matters. All parties shall be free in such case to settle such Norit Matters on its own behalf without prejudice to the other parties.

To the extent that the ECP Defendants or the AC Venture Defendants do not elect to exercise their Control Option at the initiation of a particular Norit Matter, ADA may, but shall not be obligated to, elect to control such Norit Matter, which control shall include full authority to settle such Norit Matter. Any Party not controlling such Norit Matter may at any time retain separate counsel to represent it at its sole cost and expense. The obligation of ADA to indemnify the ECP Defendants and the AC Venture Defendants pursuant to the section titled “ADA Indemnification Obligations for Royalty Payments” shall not be altered in any manner as a result of any such Norit Matter (1) including if no Party elects to control or otherwise defend such Norit Matter (in which case such indemnification obligations shall include any default judgment or similar award entered in such Norit Matter), (2) regardless of which Party, if any, controls any such Norit Matter and (3) regardless of the outcome, including, without limitation, the terms of any settlement (including, without limitation, settlements that ADA is deemed to have automatically consented to pursuant to the provisions of this section) of any such Norit Matter.

Losses Arising from

Royalty Payments

Prepayment of Periodic Royalty Amounts: Within five(5) business days after receipt of a Royalty Notice, ADA shall prepay the Periodic Royalty Amount and any Litigation Posting by delivering (or revising an outstanding Periodic LC amount) to the AC Venture Defendants an irrevocable standby letter of credit (the “Periodic LC”) containing the following terms:

•      Stated Amount: Not less than the Periodic Royalty Amount (including the amount of all Litigation Postings).

•      Beneficiaries: The AC Venture Defendants obligated to make Royalty Payments, and, in the event of any Litigation Posting, the ECP Defendants and the AC Venture Defendants that are parties to the particular Norit Matters for which a Litigation Posting was made.

•      Issuing Institution: An Approved Institution (as herein defined).

•      Drawing: The beneficiaries may draw upon the letter of credit 8 business days prior to the due date of any Royalty Payment not previously paid by

ADA and may draw the full amount of such letter of credit at any time between the 29th day prior to the expiration of the letter of credit and the date of the expiration of the letter of credit if a new letter of credit has not been provided with terms no less favorable than the existing letter of credit and, in the event of any Litigation Posting, the beneficiaries may draw upon the letter of credit upon the failure by ADA to pay any amounts due pursuant to this Agreement related to the particular Norit Matters for which the Litigation Posting was made.

•      Term: The Periodic LC delivered to the AC Venture Defendants as prepayment of the Periodic Royalty Amount must be Continually in Place until the later of (1) at least 120 days after the date the corresponding Royalty Payment is due to Norit and (2) at least 30 days after the performance of all actions or obligations of ADA, the AC Venture Defendants and the ECP Defendants related to the particular Norit Matters for which the Litigation Posting was made. Amounts in the Periodic LC attributable to the Periodic Royalty Amount shall remain a part of the Periodic LC until 120 days after the date the corresponding Royalty Payment is due to Norit and amounts in the Periodic LC attributable to a Litigation Posting shall remain part of the Periodic LC until 30 days after the performance of all actions or obligations of ADA, the AC Venture Defendants and the ECP Defendants related to the particular Norit Matters for which the Litigation Posting was made.

•      Prepayment: ADA may pay to the AC Venture Defendants and/or Norit any Final Quarterly Royalty Amount at least 10 business days prior to its due date in lieu of having the letter of credit drawn down, in which case the letter of credit will roll over for subsequent Periodic Royalty Amounts.

Any letter of credit provided by ADA pursuant to this Agreement may expire at any time, but will be deemed to be “Continually in Place” only if such letter of credit is renewed or replaced on terms no less favorable than the existing letter of credit at least thirty days prior to the expiration date of the existing letter of credit.

“Approved Institution” means a (1) financial institution of national

the New Carbon Facilities by more than 5%, ADA shall pay the amount of such misallocation and interest on such amount at the Interest Rate and any related collection efforts within 10 business days of agreement on such amount or an adjudication thereof. Notwithstanding the foregoing, if ADA is not current with respect to its monetary obligations pursuant to this Agreement, including to pay the Royalty Payments and with respect to the amount of the Periodic LC (including, without limitation, all Litigation Postings) and the Security LC, then any amounts due by the AC Venture Defendants to ADA pursuant to this paragraph shall not be paid to ADA and shall instead be off-set against such ADA obligations until the full amount of such ADA obligations are satisfied.

In the event that there is a dispute with Norit concerning the royalty amounts due under the Final Award, and notwithstanding the results of any audit undertaken pursuant to this Agreement, the Parties shall be bound by any final determination of the amount of the Royalty Payments due pursuant to the procedures set forth in the Final Award or as otherwise determined by any panel in the Arbitration Action.

If the audit identifies any variances other than those resulting from purely arithmetic errors with respect to the amount of royalty payments due to Norit pursuant to the Final Award resulting from, arising out of or relating to the Existing Carbon Facilities, ADA may, but shall not be obligated, to present the results of such audit to Norit and request that an adjustment be made to the payments made pursuant to the Final Award. The AC Venture Defendants subject to the royalty payments in the Final Award shall provide reasonable cooperation to ADA in presenting audit results to Norit and subsequently the panel in the Arbitration Action if ADA cannot reach agreement with Norit and decides to pursue the issue with such panel (which cooperation shall not require such AC Venture Defendants to incur any out of pocket expenses). If ADA is current with respect to its monetary obligations pursuant to this Agreement, including to pay the Royalty Payments and with respect to the amount of the Periodic LC (including, without limitation, all Litigation Postings) and the Security LC, any amounts received from Norit as a result of such adjustment shall be paid to ADA. If ADA is not so current, such amounts shall first be paid to the AC Venture Defendants to cure all such deficiencies and then the remaining amount, if any, shall be paid to ADA.

Notwithstanding the results or pendency of any (1) audit, (2) proceeding with or decision by the panel in the Arbitration Action regarding a dispute over the amount of royalty payments due to Norit pursuant to the Final Award or (3) the adjudication of any miscalculation or misallocation, the Parties shall continue to perform all their respective obligations pursuant to this Agreement, including ADA’s obligations with respect to the Royalty Payments, the Periodic LC (including, without limitation, all Litigation Postings) and the Security LC.

Security for Royalty

Payments

•      Stated Amount: Calculated pursuant to this provisions of this section.

•      Beneficiaries: The AC Venture Defendants obligated to make Royalty Payments.

•      Issuing Institution: An Approved Institution.

•      Drawing: The beneficiaries may draw upon the letter of credit 5 business days after the due date of any Royalty Payment not previously paid by ADA and may draw the full amount of the letter of credit at any time between the 29th day prior to the expiration of the letter of credit and the date of the expiration of the letter of credit if a new letter of credit has not been provided with terms no less favorable than the existing letter of credit.

•      Term: The Security LC must be Continually in Place until at least the 1 year anniversary of the date the final Royalty Payment is due.

1. Amount of Security LC: ADA shall establish the Security LC in the minimum aggregate amounts set forth below (the “Minimum Security LC Amount”) on or before the dates noted. For the avoidance of doubt, amounts stated below are aggregate amounts of the Security LC on such date and are not additional amounts to any existing Security LC.

At any time when the stated amount of the Security LC exceeds $5,000,000, the stated amount of the Security LC may be reduced by the amount, if any, of the New Investment Security Amount; provided that in no event shall such reduction cause the stated amount of the Security LC to be less than $5,000,000. By way of example, if the stated amount of the Security LC equals $6,000,000 and ADA makes a Passive Investment such that the New Investment Security Amount is $2,000,000, ADA may, at its election, reduce the stated amount of the Security LC to $5,000,000 for so long as the New Investment Security Amount equals or exceeds $1,000,000. The foregoing notwithstanding, if at any date the amount of the Periodic LC and the Security LC when combined exceeds the Remaining Royalty Estimate, ADA may cause the amount of the Security LC to be reduced such that the amount of the Periodic LC and the Security LC when combined equals or exceeds the Remaining Royalty Estimate.

2. Special Proceeds. Sales of equity in ADA are expressly excluded from this section and “Special Proceeds” as defined below. Subject to the foregoing exclusion and in addition to the above Minimum Security LC Amounts set forth in paragraph 1, within two (2) business days of receipt by ADA of any net cash and cash equivalent proceeds from (1) the sale, assignment, transfer, conveyance lease, or other disposal (each, a “Sale Transaction”) of any interest in the Refined Coal Business, (2) any distributions or portion of distributions from the Refined Coal Business resulting from a Sales Transaction of any asset or assets of the Refined Coal Business in one or a series of related transactions for an amount in excess of $500,000 other than in the ordinary course of business (for purposes of this item (2),“ordinary course of business” shall include the sale or lease of equipment in the Refined Coal Business) and (3) any Sales Transaction of any asset or assets (including equity interests in any direct or indirect subsidiary, other than the Refined Coal Business, which is addressed in clause (1) above) in one or a series of related transactions for an amount in excess of $1,000,000 other than in the ordinary course of business, ADA shall apply any and all such net amounts (collectively, the “Special Proceeds”) as follows:

(A) first, 100% to the AC Venture Defendants until the AC Venture Defendants have been reimbursed for the aggregate amount of all Royalty Payments funded out of pocket by any of them, or on behalf of any of them, through the date of such allocation (other than via draws upon the Periodic LC or the Security LC provided by ADA under this Agreement) plus interest on each such payment made by the AC Venture Defendants at the Interest Rate;

(B) second, 100% to fund the Periodic LC (including, without limitation, all Litigation Postings) to the then- required amount to the extent not yet funded as required by this Agreement;

(C) third, 100% to fund/replenish the Security LC to the then-required amount to the extent not yet funded as required by this Agreement;

(D) fourth, 50% to increase the stated amount of the Security LC until the aggregate total of all contributions pursuant to this subparagraph (D) equals $10,000,000 or, at any time when the stated amount of the Security LC exceeds $5,000,000, $10,000,000 minus the New Investment Security Amount (by way of example, if on a certain date, the stated amount of the Security LC equals $6,000,000 and the New Investment Security Amount is $1,000,000, then the Special Proceeds shall be applied pursuant to this subpart (D) until the aggregate total of all contributions pursuant to this subparagraph (D) equals $9,000,000); provided, that if such increase would cause the stated amount of the Periodic LC and the Security LC when combined to exceed the Remaining Royalty Estimate, only such portion of such increase shall be made as is necessary to cause such stated aggregate amount to equal the Remaining Royalty Estimate; and

(F) fifth, any remaining Special Proceeds shall be retained 100% by ADA to be used in its sole discretion.

3. Supplemental Security LC Increases Arising from Cash Distributions and Profits of ADA. In the event that ADA declares or otherwise issues a dividend to any or all of its shareholders or repurchases any equity security from any or all of its shareholders prior to January 1, 2018 (other than repurchases of common stock under employee stock plans), ADA shall, within two business days of such dividend or repurchase, make a supplemental increase in the stated Security LC amount in an amount equal to 50% of the aggregate fair market value of such dividends or amount spent to repurchase such equity securities (the “Cash Distribution LC Amount”), such Cash Distribution LC Amount not to exceed

4. New Investment Security. If ADA makes a Passive Investment in any New Investment, ADA (1) shall grant the AC Venture Defendants a lien and security interest on, and shall pledge to the AC Venture Defendants all right, title and interest, whether then owned or thereafter acquired in, to and under, whatever interests ADA receives in connection with such Passive Investment in such New Investment as additional security for the prompt and complete payment and performance when due of the Royalty Payments, provided that such lien and security shall be released within 10 days after receipt by the AC Venture Defendants of a written request by ADA, which written request shall be delivered to the AC Venture Defendants no earlier than the date on which the amount of the Periodic LC and the Security LC when combined first equals or exceeds the Remaining Royalty Estimate and (2) the agreements or other documents governing such Passive Investment in such New Investment shall (A) provide that whenever ADA is to be paid any sum with respect to such Passive Investment in such New Investment, any amounts owed by ADA to the AC Venture Defendants pursuant to this Agreement shall be deducted from that sum before payment and (B) include a provision substantively similar to Section 12.2(f) (Remedies Upon Indemnity Default) of the ACS LLC Agreement as it exists as of the date of this Agreement.

5. Drawings on the Security LC. The AC Venture Defendants shall only draw on the Security LC to make Royalty Payments due that have not been made by ADA. Within 10 business days of any drawing on the Security LC by any AC Venture

Defendant, ADA shall immediately use its best efforts to replenish such security; provided, however, if the aggregate amount available to the AC Venture Defendants pursuant to the combined Periodic LC and the Security LC stated amounts after such drawing exceeds the aggregate amount of all Royalty Payments to be paid pursuant to the Final Award in the next 12 months, as reasonably estimated by the AC Venture Defendants, then ADA shall have no less than 120 days to replenish the Security LC.

6. Nothing in this Section shall relieve ADA of its obligations pursuant to any other provision of this Agreement or any other agreement or limit the remedies available to the AC Venture Defendants or the ECP Defendants pursuant to any other provision of this Agreement or any other agreement.

“New Investment Security Amount” means an amount equal to (1) 50% times (2) the aggregate amount of all Passive Investments in New Investments owned by ADA on a particular date.

“Remaining Royalty Estimate” means the aggregate amount of all Royalty Payments remaining to be paid pursuant to the Final Award, as reasonably estimated by the AC Venture Defendants to be provided by ACS to ADA when reasonably requested on no more than a quarterly basis.

“Refined Coal Business” means the development, sale, lease or operation of equipment for the control of mercury and NOx in cyclone boilers that qualifies for section 45 tax credits as the business is currently conducted by, or as may be conducted by, Clean Coal Solutions, LLC.

ADA Release: In consideration of the ECP Defendants’ and the AC Venture Defendants’ promises in this Agreement, effective immediately, ADA, on its own behalf and on behalf of its

predecessors, successors, assigns, parent entities, Subsidiaries, and Affiliates, and each of its past and present directors, officers, partners, members, employees, servants, agents, trustees, insurers, co-insurers, reinsurers, attorneys, and shareholders (collectively and individually the “ADA Releasors”) releases, waives, and forever discharges the ECP Defendants and the AC Venture Defendants and each of their predecessors, successors, assigns, parent companies, Subsidiaries, and Affiliates, and each of their past and present directors, officers, partners, members, employees, servants, agents, trustees, insurers, co-insurers, reinsurers, attorneys, and shareholders (collectively, the “ECP/ACS Releasees”) from and against all Claims, which Claims any or all of the ADA Releasors ever had, now have or reasonably should have known they had (but specifically excluding the Unknown Claims) against any or all of the ECP/ACS Releasees, from the beginning of the world until the date of this Agreement, arising from the Texas Action, the Arbitration Action and the New Jersey Action; provided, however, that the ADA Releasors do not release the ECP Defendants or the AC Venture Defendants from any obligation the ECP Defendants, the AC Venture Defendants and their respective Affiliates has pursuant to the ACS/Norit Settlement Agreement, the Final Award (except with respect to breaches by ACS or RREP of their obligations pursuant to the Final Award to pay Norit any and all amount due with respect to the Existing Carbon Facilities, which shall be ADA Released Claims) or this Agreement (collectively, the “ADA Released Claims”). Nothing herein shall release or discharge any Claims and any Party may have in the future for failure to comply with this Agreement.

forever waive and forego any right to commence, prosecute, or assert, on their own behalf or on behalf of another, any claims, cross-claims, or counterclaims in any court or other forum in the United States or elsewhere, against the ADA Releasors, whether arising under state, federal, or foreign law, arising from the ECP/ACS Released Claims and (2) the ADA Releasors agree, effective immediately, to forever waive and forego any right to commence, prosecute, or assert, on their own behalf or on behalf of another, any claims, cross-claims, or counterclaims in any court or other forum in the United States or elsewhere, against the ADA Releasors, whether arising under state, federal, or foreign law, arising from the ADA Released Claims; provided, however, in the case of both clause (1) and (2) above, the ECP/ACS Releasors and the ADA Releasors (collectively, the “Releasors”) do not waive and forego any right to commence, prosecute, or assert any claim, cross-claims, or counter-claims in any court or other forum in the United States or elsewhere, on their own behalf or on behalf of another, whether arising under state, federal, or foreign law, relating to or arising from this Agreement or any other agreement among any of the Releasors. The Releasors agree that this provision may be enforced by injunction (including an antisuit injunction) by any ECP/ACS Releasee or ADA Releasee, that the damage caused by such unauthorized claims are incapable of being calculated with certainty, and thus appropriate for injunctive relief. If any court or regulatory body fails to dismiss the actions or enter the consent judgments as contemplated herein or otherwise modifies the orders of dismissal or consent judgments attached hereto in a manner that changes the legal rights and obligations of the Parties, the release and bar provided for herein shall operate so as to only permit the Parties to pursue their rights and obligations consistent with this Agreement.

Other Losses: Except as expressly set forth in this Agreement regarding Breach Claims, (1) this Agreement supersedes and completely replaces the Parties’ respective rights and obligations with respect to Losses incurred and indemnification regarding the Norit Litigation under the JDA and the LLC Agreement and (2) nothing in this Agreement shall expand or limit the Parties’ respective indemnification rights and obligations pursuant to the JDA or the ACS LLC Agreement for matters other than the Norit Litigation.

Notice of New Project or Investment: If the ECP Defendants, the AC Venture Defendants or their respective Affiliates and Subsidiaries seek to pursue any new Project (as defined in the JDA) or other investment in which all or a substantial portion of the revenues are derived from the manufacture and sale of activated carbon (a “New Investment”), such Person shall present such proposed New Investment to ADA, including a reasonable description of the proposed New Investment and the amount of the proposed investment for an equity or other interest in such New Investment. ADA shall have the option to make a passive investment in such New Investment as provided below.

ADA Option for Passive Investment: ADA shall have the option to elect, by written notice to the Person proposing such New Investment delivered no more than 30 days from the date on which the proposed New Investment was first presented to ADA to make (directly or through a wholly-owned subsidiary) a corresponding passive investment on an economic 49.9%/50.1% (with ADA having the minority interest) basis and in the same form (e.g., common stock, preferred equity or convertible debt) except with respect to voting, control or similar rights, or in such lesser amount determined by ADA, but in any event not less than 25% of the total economic investment to be made by the Person proposing the proposed New Investment (a “Passive Investment”). For the avoidance of doubt, ADA shall not obtain any voting, control or similar rights in the proposed New Investment but shall have the option to participate oneconomic terms proportional to the Person proposing the investment.

•      October 1, 2015;

•      A Change of Control of ACS; and

•      A Change of Control of ADA.

writing its inability to pay its debts as they become due, (ii) files, or consents or acquiesces by answer or otherwise to the filing against it of, a petition for relief or reorganization or rearrangement, readjustment or similar relief or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, dissolution, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as bankrupt or as insolvent or to be liquidated, (vi) gives notice to any governmental authority of insolvency or pending insolvency, or (vii) takes corporate action for the purpose of any of the foregoing; or (b) a court of competent jurisdiction enters an order appointing, without consent by ADA, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of ADA, or any such petition shall be filed against ADA and is not dismissed within 60 days.

“Failure to Pay” means, with respect to ADA, the failure to pay any payment or provide any indemnification required pursuant to this Agreement, including, without limitation, any Royalty Payment, when due or the failure to post or replenish any letter of credit required pursuant to this Agreement when due, provided that a “Failure to Pay” shall not occur if ADA makes such payment, provides such indemnification or posts or replenishes such letter of credit within 30 days of any such failure.

Special Purpose Entity: A special purpose entity, which may, but need not, be a Subsidiary of ACS, shall be formed for each New Investment. ADA’s passive economic participation for each New Investment shall be limited to the special purpose entity formed for the particular New Investment.

Relationship Among Projects: The ECP Defendants and the AC Venture Defendants, at their sole discretion, shall determine from

time to time and at any time which Project, including, without limitation, New Investments, shall be utilized to fulfill particular offtake or other similar supply contracts and ADA waives any and all claims it may have with respect to such decisions and the operations of the AC Venture Defendants and any special purpose entity formed as a result of a New Investment; provided that the limited liability company agreement or similar document of such special purpose entity shall not be amended without ADA’s consent in a manner that:

•      Modifies the limited liability of ADA;

•      Disproportionately and adversely affects the economic interest of ADA in such entity; or

•      Increases ADA’s obligation to commit capital to such entity beyond the commitment ADA undertakes pursuant to the option provided in this Agreement.

Non-Compete

Obligations

ADA Non-Compete Obligations: Until the Expiration Date, ADA shall not:

•      Compete with the AC Venture Defendants and their Affiliates by selling activated carbon (other than in conjunction with the AC Venture Defendants and their Affiliates);

•      Other than to Alstom, Siemens or their successors and assigns, sell activated carbon injection (“ACI”) equipment and systems to any Person that manufactures, produces or supplies activated carbon to third Persons;

•      In connection with selling ACI equipment and systems, enter into any agreement, arrangement or understanding, including, without limitation, any joint marketing agreement, license or similar agreement with any Person whereby ADA or such Person markets or sells such Person’s activated carbon;

•      Sell, exchange, lease, license, assign, transfer or otherwise provide any Intellectual Property of ADA or any of its Affiliates to any Person (other than to ACS and its Affiliates) to be used in connection with the manufacture, production, processing and/or supply of activated carbon;

•      Except as expressly provided in this Agreement, make any new debt, equity or other investment in an activated carbon production or supply Project, venture or company or undertake an investment opportunity in which all or a substantial portion of the revenues are derived from the manufacture, processing or sale of activated carbon; and

•      Provide consulting or other services to any Person (other than the AC Venture Defendants and their Affiliates) relating to the manufacture, production, processing and/or supply of activated carbon.

•       Prohibit ADA from selling its ACI equipment and other emission control systems (as opposed to manufacturing, producing, processing and/or supplying activated carbon) in transactions not involving the sale or supply of activated carbon, including, without limitation, to other equipment or systems suppliers. Notwithstanding the foregoing, the restrictions in the second bullet under the heading “Non-Compete Obligations” shall still apply.

•       Prohibit ADA from providing consulting services to any end user of ACI or other emissions control equipment or systems (other than such end users that manufacture, produce, process and/or supply activated carbon) relating to the manufacture, production, processing and/or supply of activated carbon.

•       Prohibit ADA from developing technology primarily for injection of activated carbon (as opposed to manufacturing, producing, processing and/or supplying activated carbon) for ADA’s ongoing ACI business;

•       Prohibit ADA from processing activated carbon provided by a Person who acquired an ACI system from ADA or otherwise retained the services of ADA at such Person’s facility; provided that ADA receives no compensation from any Person related to the supply of such activated carbon;

•       Limit or restrict in any manner ADA’s right to develop new technologies for applications other than mercury control, including, without limitation, development of CO2 sequestration technologies that use activated carbon; and

•       In connection with selling ACI equipment and systems, prohibit ADA from:

•       on any individual project where activated carbon and ACI equipment or systems are being jointly solicited by a customer, bidding on such equipment or system project alongside a bid by the AC Venture Defendants and their Affiliates to supply the activated carbon for such project; or

•       purchasing and providing activated carbon to an ADA customer as a backup for a performance guarantee or otherwise in connection with the sale of an ADA mercury removal technology other than injection of activated carbon (e.g., sale of CyClean technology); provided that

•       if the AC Venture Defendants and their Affiliates have not committed to sell 85% of

their then existing capacity, ADA shall purchase and provide such carbon from the AC Venture Defendants and their Affiliates and the AC Venture Defendants and their Affiliates agree to quote ADA the lowest price and best terms they have quoted any customer for comparable activated carbon within the previous 6 months; or

•      if the AC Venture Defendants and their Affiliates have committed to sell 85% of their then-existing capacity, ADA may, at its option (i) accept prices and terms from the AC Venture Defendants and their Affiliates determined in accordance with the immediately preceding bullet or (ii) obtain a quote on price and terms from another activated carbon supplier and present that quote to the AC Venture Defendants and their Affiliates which will have 10 business days to match such quote whereupon ADA shall be obligated to purchase such carbon from the AC Venture Defendants and their Affiliates, or, if the AC Venture Defendants and their Affiliates do not match such quote, ADA may purchase such carbon from such other supplier on the prices and terms in such other supplier’s quote.

The foregoing notwithstanding, the AC Venture Defendants Non-Compete Obligations shall not:

•    Prohibit the AC Venture Defendants from entering into any agreement, arrangement or understanding, including, without limitation, any joint marketing agreement, license or similar agreement with any Person whereby the AC Venture Defendants or such Person markets or sells such Person’s ACI equipment and systems to customers outside of the North American coal-fired utility market, including without limitation, the industrial boiler market (including any such facilities that are used to generate electricity).

•    Prohibit the AC Venture Defendants from entering into any agreement, arrangement or understanding, including, without limitation, any joint marketing agreement, license or similar agreement with any Person whereby the AC Venture Defendants or such Person markets or sells such Person’s ACI equipment and systems to a customer in the North American coal-fired utility market if such customer specifies the ACI equipment and systems of such Person to the exclusion of ADA ACI equipment and systems.

•    Prohibit the AC Venture Defendants from selling activated carbon in transactions not involving the sale or supply of ACI equipment and other emission control systems, including, without limitation, to other activated carbon manufactures.

Non-Disparagement

Intellectual Property

License Agreement

Amendment

Confidentiality

Title:

Title:

Title:

Title:

We supply activated carbon (“AC”) injection systems, mercury measurement instrumentation, and related services.

Under an exclusive development and licensing agreement with Arch Coal, we are developing and commercializing an enhanced Powder River Basin (“PRB”) coal with reduced emissions of mercury and other metals.

Through our consolidated subsidiary, Clean Coal Solutions, LLC (“CCS”), we provide our patented refined coal technology, CyClean, to enhance combustion of and reduce emissions from burning PRB coals in cyclone boilers and expect to provide our patent pending refined coal technology M-45 which both reduce emissions of NOx and mercury in coal fired boilers.