NINTH AMENDMENT AND TENTH WAIVER OF 2013 LOAN AND SECURITY AGREEMENT

THIS NINTH AMENDMENT AND TENTH WAIVER OF 2013 LOAN AND SECURITY AGREEMENT (“Ninth Amendment”) is made as of the 25 day of November, 2016 (the “Effective Date”) by and among ADA-ES, INC., a Colorado corporation (“Borrower”), ADVANCED EMISSIONS SOLUTIONS, INC., a Delaware corporation (“ADES”), and COBIZ BANK, a Colorado corporation, d/b/a COLORADO BUSINESS BANK (“Lender”).

A.    Borrower, ADES and Lender are parties to that certain 2013 Loan and Security Agreement dated as of September 19, 2013, as amended by the First Amendment and Waiver Regarding 2013 Loan and Security Agreement dated as of December 2, 2013, as further amended by a Waiver Letter dated February 7, 2014, as further amended by the Second Amendment Regarding 2013 Loan and Security Agreement dated as of April 3, 2014, as further amendment by the Third Waiver Regarding 2013 Loan and Security Agreement dated as of June 30, 2014, as further amended by the Third Amendment and Fourth Waiver Regarding 2013 Loan and Security Agreement dated as of September 20, 2014, as further amended by the Fourth Amendment and Fifth Waiver Regarding 2013 Loan and Security Agreement dated as of December 15, 2014, as further amended by the Fifth Amendment and Sixth Waiver Regarding 2013 Loan and Security Agreement dated as of May 29, 2015, as further amended by the Sixth Amendment and Seventh Waiver Regarding 2013 Loan and Security Agreement dated as of September 30, 2015, as further amended by the Seventh Amendment and Eighth Waiver Regarding 2013 Loan and Security Agreement dated as of May 31, 2016, and as further amended by the Eighth Amendment and Ninth Waiver Regarding 2013 Loan and Security Agreement dated as of August 29, 2016 (as amended, supplemented, modified and restated from time to time, the “Loan Agreement”).

B.    In accordance with the provisions of the Loan Agreement, Lender has agreed to amend, for the benefit of Borrower, certain terms and conditions contained in the Loan Agreement, as specifically provided herein.

C.    ADES wishes to provide its consent to the amendments set forth herein.

D.    Other than as defined in this Ninth Amendment, all capitalized terms used in this agreement without definition shall have the meanings given to such terms in the Loan Agreement.

NOW THEREFORE, in consideration of the promises and covenants made by Borrower and contained in this Ninth Amendment and the consent given by ADES herein, Lender agrees to the amendments set forth below as of the Effective Date:

1.Amendments to Definitions. The following definitions are amended and restated in their entirety, to read as follows:

“Secured Line Termination Date” means November 30, 2016, or such earlier date as may occur pursuant to Section 8.2 hereof.

2.    Waivers. Lender waives compliance with the provisions of Sections 6.11(b), 6.11(d), 6.12 and 6.13. This waiver is effective through the Secured Line Termination Date.

3.    No Default. Borrower and ADES hereby certify to Lender that, after giving effect to the amendments and waivers provided herein, Borrower is in full compliance with the provisions of the Loan Agreement, and that no Event of Default will occur as a result of the effects of this Ninth Amendment.

4.    Release of Claims. Borrower and ADES hereby release and forever discharge Lender, its affiliates, directors, officers, agents, employees, and attorneys (“Lender Parties”) of and from any and all liability, suits, damages, claims, counterclaims, demands, reckonings and causes of action, setoffs and defenses, whether known or unknown, whether arising in law or equity, which any of Borrower or ADES have, now have or may have in the future against Lender Parties by reason of any acts, omissions, causes or things arising out of or in any way related to this Ninth Amendment or the Loan Agreement existing or accrued as of the date of this Ninth Amendment. This release shall survive the termination of this Ninth Amendment. Borrower acknowledges that the foregoing release is a material inducement to Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by Lender in its agreement to enter into this Ninth Amendment.

5.    Costs. Borrower will pay Lender’s attorneys’ fees for preparation of this Ninth Amendment and all reasonable costs and expenses of Lender in connection therewith.

6.    Miscellaneous.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Ninth Amendment as of the date first above set forth.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Ninth Amendment as of the date first above set forth.

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