Exchange Agreement



 Exhibit 10.47 
 EXCHANGE AGREEMENT 
 (Thomas Hill) 

dated as of 

December 15, 2011 
 by and among 
 CLEAN COAL SOLUTIONS, LLC, 

AEC-TH, LLC 
 and 
 GS RC INVESTMENTS LLC 

 

	*	Indicates portions of the exhibit that have been omitted pursuant to a request for confidential treatment. The non-public information has been separately filed with the
Securities and Exchange Commission. 








 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	 ARTICLE I DEFINITIONS
	  	 	1	  
	Section 1.1	  	Defined Terms	  	 	1	  
	Section 1.2	  	Construction of Certain Terms and Phrases	  	 	10	  
		
	 ARTICLE II EXCHANGE OF FACILITY
	  	 	11	  
			
	Section 2.1	  	New Facility Installation, Testing and Acceptance	  	 	11	  
	Section 2.2	  	Execution of New Lease	  	 	11	  
	Section 2.3	  	Termination of Existing Equipment Lease and the Existing Guaranties	  	 	11	  
	Section 2.4	  	Amendments to Certain Documents	  	 	11	  
		
	 ARTICLE III REPRESENTATIONS AND WARRANTIES
	  	 	12	  
			
	Section 3.1	  	Representations and Warranties of the CCS Parties	  	 	12	  
	Section 3.2	  	Representations and Warranties of Lessee	  	 	16	  
	Section 3.3	  	Survival of Representations and Warranties	  	 	17	  
		
	 ARTICLE IV TAX MATTERS
	  	 	18	  
			
	Section 4.1	  	Tax Treatment of the Transaction	  	 	18	  
	Section 4.2	  	Transaction Taxes	  	 	19	  
	Section 4.3	  	Property Taxes	  	 	19	  
	Section 4.4	  	Tax Return Information and Tax Proceedings	  	 	20	  
		
	 ARTICLE V CLOSING CONDITIONS
	  	 	20	  
			
	Section 5.1	  	Lessee’s Conditions to Closing	  	 	20	  
	Section 5.2	  	CCS Parties’ Conditions to Closing	  	 	21	  
		
	 ARTICLE VI CLOSING
	  	 	21	  
			
	Section 6.1	  	Closing	  	 	21	  
	Section 6.2	  	Closing Deliverables	  	 	21	  
		
	 ARTICLE VII INDEMNIFICATION
	  	 	22	  
			
	Section 7.1	  	Indemnification of Lessee	  	 	22	  
	Section 7.2	  	Indemnification of CCS Parties	  	 	24	  
	Section 7.3	  	Notification of Claims	  	 	24	  
	Section 7.4	  	Defense of Third-Party Claims	  	 	25	  
	Section 7.5	  	Other Claims	  	 	25	  
	Section 7.6	  	Payment	  	 	25	  
	Section 7.7	  	No Duplication	  	 	25	  
	Section 7.8	  	Sole Remedy	  	 	26	  


  
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	Section 7.9	  	General Limitation of Damages	  	 	26	  
	Section 7.10	  	After-Tax Basis	  	 	26	  
	Section 7.11	  	No Double Recovery	  	 	26	  
		
	 ARTICLE VIII TERMINATION; EFFECT OF TERMINATION
	  	 	27	  
			
	Section 8.1	  	Termination	  	 	27	  
	Section 8.2	  	Effect of Termination	  	 	28	  
		
	 ARTICLE IX GENERAL PROVISIONS
	  	 	28	  
			
	Section 9.1	  	Confidentiality	  	 	28	  
	Section 9.2	  	Further Actions	  	 	29	  
	Section 9.3	  	Amendment, Modification and Waiver	  	 	29	  
	Section 9.4	  	Severability	  	 	29	  
	Section 9.5	  	Expenses and Obligations	  	 	30	  
	Section 9.6	  	Binding Effect; Third Parties	  	 	30	  
	Section 9.7	  	Notices	  	 	30	  
	Section 9.8	  	Knowledge	  	 	31	  
	Section 9.9	  	Counterparts	  	 	31	  
	Section 9.10	  	Entire Agreement	  	 	32	  
	Section 9.11	  	Governing Law; Choice of Forum; Waiver of Jury Trial	  	 	32	  
	Section 9.12	  	Private Letter Ruling	  	 	32	  
	Section 9.13	  	Publicity	  	 	32	  
	Section 9.14	  	Assignment	  	 	33	  
	Section 9.15	  	Appendices, Schedules and Exhibits	  	 	33	  


  
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 Exhibits and Schedules: 

 

			
	Exhibits	  	
		
	Exhibit A	  	Description of the Existing Facility
	Exhibit B	  	Description of the New Facility
	Exhibit C	  	Form of New Equipment Lease
	Exhibit D	  	Form of Omnibus Amendment
	Exhibit E	  	Form of Technology Sub-License Amendment
	Exhibit F	  	Certification
	Exhibit G	  	Due Diligence Request Lists
		
	Schedules	  	
		
	Schedule 3.1(c)	  	Conflicts and Consents
	Schedule 3.1(d)	  	Litigation
	Schedule 3.1(e)	  	Compliance with Applicable Laws; Permits
	Schedule 3.1(f)	  	Insurance
	Schedule 3.1(g)	  	Liens
	Schedule 3.1(i)	  	Environmental
	Schedule 3.1(j)	  	Taxes
	Schedule 3.1(k)	  	Intellectual Property
	Schedule 3.1(l)	  	Material Contracts
	Schedule 3.1(m)	  	Employee Matters
	Schedule 3.2(f)	  	Lessee Taxes
	Schedule 9.8	  	Knowledge of CCS Parties


  
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 EXCHANGE AGREEMENT 

(Thomas Hill) 
 This EXCHANGE AGREEMENT (this “Agreement”), dated as of December 14, 2011 (the “Effective Date”), is entered into by and among Clean Coal Solutions, LLC, a
Colorado limited liability company (“CCS”), AEC-TH, LLC, a Colorado limited liability company (“Lessor”), and GS RC Investments LLC, a Delaware limited liability company (“Lessee”). CCS and Lessor
may be referred to herein individually as a “CCS Party” and collectively as the “CCS Parties.” CCS, Lessor and Lessee may each be referred to herein individually as a “Party” and collectively as the
“Parties.” 
 RECITALS 
 A. Lessor and Lessee entered into that certain Equipment Lease dated as of June 29, 2010 (the “Existing Equipment Lease”), whereby Lessor leased to Lessee a refined coal production
facility as described on Exhibit A (the “Existing Facility”). 
 B. Lessee desires to enter into a
new agreement to lease a redesigned refined coal production facility, as described on Exhibit B, newly constructed and owned by Lessor (the “New Facility”) and terminate the Existing Equipment Lease. 

C. The Parties intend that the transfer will take place in a transaction that qualifies as a “like-kind exchange” for
nonrecognition of taxable income under Section 1031 of the Code, and the Parties are willing to take such steps as are commercially reasonable and necessary to enable the transactions contemplated hereby to so qualify. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
hereby agree as follows: 
 ARTICLE I 
 DEFINITIONS 
 Section 1.1 Defined Terms. The following terms and
expressions shall have the meanings set forth in this Section 1.1: 
 “Acceptance” has the meaning
set forth in Section 5.1(b). 
 “ADA-ES” means ADA-ES, Inc., a Colorado corporation. 

“ADA-ES Guaranty” means the Guaranty provided by ADA-ES in favor of Lessee, dated as of the Closing Date. 

“Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common control with
such first Person. For purposes of this definition and the Agreement, the term “control” (and correlative terms) means (a) the ownership of fifty percent (50%) or more of the equity interest in a Person, or (b) the
power, whether by contract, equity ownership or otherwise, to direct or cause the direction of the policies or management of a Person. For the purposes of this definition, each of ADA-ES, NexGen LLC, NexGen, Republic


  
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and CCS are Affiliates of Lessor. For the purposes of this definition, the parent of Lessee and any member of the federal income Tax consolidated group of which such parent is a member are
Affiliates of Lessee. 
 “After Tax Basis” means, with respect to any amount payable in respect of a Loss (the
“Base Amount”), the Base Amount supplemented by an additional amount (the “Gross-Up”) to reflect all U.S. federal, state and local Taxes (net of any deductions or credits realized by the payee arising from the
receipt or accrual of the Gross-Up) imposed on the receipt or accrual of the Base Amount and the Gross-Up so that after reduction for the payment of all such Taxes the recipient would retain an amount equal to the Base Amount, provided that
the Gross-Up amount shall be calculated based upon the assumption that the Indemnified Party is subject to corporate income Tax at the maximum federal corporate income Tax rate in effect at the time of calculation plus six percent (6%); and
provided further that the amount of any Loss will take into account the value of any Tax deduction that would be allowed to the Indemnified Party with respect thereto assuming that such Indemnified Party is able to use such deduction and is
subject to corporate income Tax at the maximum federal corporate income Tax rate in effect at the time of calculation plus six percent (6%). 
 “Agreement” has the meaning set forth in the introductory paragraph. 
 “Agreement to Lease” means that certain Agreement to Lease, dated as of June 29, 2010, by and among CCS, Lessor, AEC-NM, LLC and Lessee. 

“Books and Records” means all financial, engineering, operating, accounting, Tax, business, environmental, legal,
marketing and other data, files, documents, instruments, notes, papers, books and records of any CCS Party, its respective members and Affiliates of its respective members that relate materially to any CCS Party, including financial statements,
budgets, ledgers, journals, deeds, property records, title policies, drawings, records, maps, charts, surveys, prints, franchises, customer lists, supplier lists, sales and sales promotional data, advertising materials, cost and pricing information,
corporate records, permits, certificates, governmental filings, Tax Returns and reports, whether in existence on the date of this Agreement or created after the date of this Agreement. 

“Business Day” means any calendar day other than (a) a Saturday or Sunday or (b) a calendar day on which
commercial banks in New York, New York are authorized or required to be closed. 
 “CCS” has the meaning set
forth in the introductory paragraph. 
 “CCS Basket Amount” has the meaning set forth in
Section 7.1(b)(i). 
 “CCS Deliverables” has the meaning set forth in Section 6.2(b).

 “CCS First Cap Amount” has the meaning set forth in Section 7.1(c)(ii). 

“CCS Indemnified Costs” means any and all Losses incurred by the CCS Indemnified Parties resulting from or relating to
any breach or default by Lessee of any representation or warranty (whether on the date hereof or on the Closing Date, as though such representation or warranty was being made as of the Closing Date), covenant, indemnity or agreement under this
Agreement or any other Transaction Document. 

  
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 “CCS Indemnified Parties” means (a) CCS; (b) Lessor;
(c) each Lessor Guarantor, (d) any member of Lessor, its successor and assigns; (e) the Affiliates of each Person described in the foregoing clause (a), (b), (c) and (d); (f) the successors, assigns and Representatives of
each Person described in the foregoing clauses (a), (b), (c), (d) and (e). 
 “CCS Party” or “CCS
Parties” has the meaning set forth in the introductory paragraph. 
 “CCS Second Cap Amount” has the
meaning set forth in Section 7.1(c)(iii). 
 “CCSS” means Clean Coal Solutions Services, LLC, a
Colorado limited liability company. 
 “Certification” has the meaning set forth in Section 5.1(b).

 “Chemical Additive Supply Agency Agreement” means that certain Chemical Additive Supply Agency Agreement,
dated as of June 29, 2010, by and between CCS and Lessee, as such agreement may be amended, supplemented or modified. 

“Claim” means a demand, claim, complaint, cross-demand, cross-claim, counterclaim, cross-complaint, summons, notice of
violation, arbitration notice or other notice, communication or action pursuant to which a Person (including a Governmental Authority) (a) notifies another Person that the first Person has suffered or incurred Losses for which the second Person
may be liable or responsible; (b) alleges that such second Person has violated a Law or is otherwise liable or responsible for Losses arising under a Law; (c) asserts legal, equitable, contractual or other rights or remedies against such
second Person; (d) proposes an adjustment to a Tax Return of such second Person; (e) institutes or commences a Proceeding against such second Person; (f) otherwise makes any demand or claim on such second Person; or (g) threatens
to do any of the foregoing. 
 “Claims Notice” has the meaning set forth in Section 7.3.

 “Closing” has the meaning set forth in Section 6.1. 

“Closing Date” has the meaning set forth in Section 6.1. 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Contingent Rent Payments” has the meaning set forth in the New Equipment Lease. 

“Due Diligence Materials” has the meaning set forth in Section 3.1(o). 

“Due Diligence Request Lists” means the request lists for due diligence with respect to CCS and Lessor, as applicable,
and the New Facility submitted by Lessee to CCS and Lessor, attached as Exhibit G. 

  
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 “Draft Allocation” has the meaning set forth in Section 4.1(b).

 “Effective Date” has the meaning set forth in the introductory paragraph. 

“Emission Testing” means continuous emission monitoring system (“CEMS”) field testing that meets the
requirements set forth in Section 6.03(1) of IRS Notice 2010-54, or such other testing method established by the IRS, to establish the amount of the reduction of nitrogen oxide and mercury emissions released when burning Refined Coal compared
to the emissions released when burning feedstock coal. 
 “Environmental Costs or Liabilities” means any
Losses, claims, demands, settlements and obligations (including costs relating to personal injury, death or property damage, reasonable fees, disbursements and expenses of legal counsel, experts, engineers and consultants, and the costs of
investigation or feasibility studies and performance of corrective, remedial or removal actions and cleanup or monitoring activities) arising from, under or in connection with (a) any violation of or liability under any Environmental Laws,
(b) any remedial or corrective action obligation under or relating to any Environmental Laws or (c) any liability or Claim relating to the release of, presence of or exposure to, any Hazardous Substance. 

“Environmental Laws” means all applicable Laws and rules of common Law pertaining to the protection of the environment,
natural resources, workplace health and safety, the prevention of pollution or the remediation of contamination, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the
Emergency Planning and Community Right to Know Act and the Superfund Amendments and Reauthorization Act of 1986, the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Resource Conservation and Recovery Act of 1976, the Hazardous and
Solid Waste Amendments Act of 1984, the Clean Air Act (42 U.S.C. § 7401 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Federal Water Pollution Control Act, the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.),
the Safe Drinking Water Act, the Occupational Safety and Health Act of 1970 (42 U.S.C. § 11001 et seq.), the Oil Pollution Act of 1990, the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.) the Federal Mine Safety and
Health Act of 1977 (30 U.S.C. § 801 et seq.), and any similar or analogous statutes, regulations and decisional Law of any Governmental Authority, as each of the foregoing may have been or are in the future amended or supplemented, in each case
to the extent applicable with respect to the property or operation to which application of the term “Environmental Laws” relates. 
 “Existing Equipment Lease” has the meaning set forth in the recitals. 
 “Existing Facility” has the meaning set forth in the recitals. 

“Existing Guaranties” means, collectively, the Guaranty, dated November 21, 2011, issued by Goldman Sachs Group,
Inc. in favor of Lessor and AEC-NM, LLC, the Limited Guaranty, dated June 29, 2010, issued by NexGen in favor of Lessee, the Limited Guaranty, dated June 29, 2010, issued by NexGen LLC in favor of Lessee, the Limited Guaranty, dated
June 29, 2010, issued by Republic in favor of Lessee and the Limited Guaranty, dated June 29, 2010, issued by ADA-ES in favor of Lessee. 

  
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 “Federal Tax Rule” means any regulation, rule, order, decree, ruling,
proclamation, resolution, judgment, decision, declaration or interpretative or advisory opinion or letter by any Federal Tax Authority with respect to federal Tax matters, including (a) regulations of the Treasury Department, (b) judgments
and decisions of the United States Tax Court, the United States Board of Tax Appeals and any other court of the United States in connection with its exercise of original, trial or appellate jurisdiction over any case involving federal Tax matters,
(c) IRS and Treasury Department materials such as revenue rulings, revenue procedures, Treasury decisions, technical memoranda, technical advice memoranda, PLRs, determination letters, Chief Counsel’s advice, field service advice, general
counsel memoranda, office memoranda, technical information releases, delegation orders, Executive Orders, Treasury Department orders, notices, announcements and news releases and (d) a Pre-Filing Agreement. 

“Final Allocation” has the meaning set forth in Section 4.1(b). 

“Final Disposition” means the final resolution of any liability for any Tax for any taxable period by or as a result of:
(a) a final and unappealable decision, judgment, decree or other order by any court of competent jurisdiction; (b) a final binding written settlement with the IRS relating to the Section 45 Credits, a signed closing agreement or
accepted offer in compromise under Code Sections 7121 or 7122, or a comparable arrangement under the Laws of another jurisdiction; (c) any allowance of a refund in respect of an overpayment of Tax, but only after the expiration of all
periods during which such amount may be recovered by the Governmental Authority imposing the Tax; or (d) any other final resolution, including by reason of the expiration of the applicable statute of limitations. 

“Governmental Authority” means any governmental department, commission, board, bureau, agency, court or other
instrumentality of any country, state, province, county, parish or municipality, jurisdiction or other political subdivision thereof. 
 “Group” means, with respect to any Party, such Party and (a) the Affiliates of such Party; (b) each guarantor of such Party; (c) any other members, shareholders, partners
or other equity owners of such Party or any of its Affiliates (other than holders of publicly-traded units of such Party or of any of its Affiliates, except any such holder that controls such Party), and (d) the respective successors, assigns
and Representatives of each Person described in the foregoing clause (a), (b) or (c), but shall in no event include the other Parties’ respective Groups. 
 “GS” means The Goldman Sachs Group, Inc., a Delaware corporation. 

“Hazardous Substances” means (a) any hazardous materials, hazardous wastes, hazardous substances, toxic wastes,
solid wastes and toxic substances as those or similar terms are defined under any Environmental Laws; (b) any asbestos or any material which contains any hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite,
anthophylite and/or actinolite, whether friable or non-friable; (c) polychlorinated biphenyls (“PCBs”), or PCB-containing materials, or fluids; (d) radon; (e) any other hazardous, radioactive, toxic or noxious
substance, material, pollutant, contaminant, constituent or solid, liquid or gaseous waste; (f) any petroleum, petroleum hydrocarbons, petroleum products, crude oil and any fractions or derivatives thereof, and any natural gas, synthetic gas
and any mixtures thereof; and (g) any substance that, whether by its nature or its use, is subject to regulation under any Environmental Laws or with respect to which any Environmental Laws or Governmental Authority requires environmental
investigation, monitoring or remediation. 

  
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 “Initial Term” has the meaning set forth in the New Equipment Lease.

 “Indemnified Party” means any Person seeking indemnification from another Person pursuant to
Article VII. 
 “Indemnifying Party” means any Person against whom a claim for indemnification is
asserted by another Person pursuant to Article VII. 
 “Independent Accountant” has the meaning set
forth in Section 4.1(b). 
 “Investment Grade” has the meaning set forth in the Operating and
Maintenance Agreement. 
 “IRS” means the United States Internal Revenue Service, and any successor thereto.

 “IRS Guidance” has the meaning set forth in Section 9.12. 

“Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule,
ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration or interpretative or advisory opinion or letter of a Governmental Authority having valid jurisdiction. 

“Lessee” has the meaning set forth in the introductory paragraph. 

“Lessee Basket Amount” has the meaning set forth in Section 7.2(b)(i). 

“Lessee Cap Amount” has the meaning set forth in Section 7.2(b)(iii). 

“Lessee Deliverables” has the meaning set forth in Section 6.2(a). 

“Lessee Indemnified Costs” means any and all Losses incurred by any of the Lessee Indemnified Parties resulting from or
relating to (a) any Lessor and/or any CCS Party’s ownership, operation or control of all or any part of the New Facility that in each case is based on any event, condition, fact, circumstance, action or omission that occurred or existed
prior to the Closing, including the installation of the New Facility at the Site and any and all Environmental Costs or Liabilities; (b) the removal of the Existing Facility from the Site and any re-installation of the Existing Facility
pursuant to Section 8.2(b); and (c) any breach or default by any CCS Party of any representation or warranty (whether on the date hereof or on the Closing Date, as though such representation or warranty was being made as of the
Closing Date), covenant, indemnity or agreement under this Agreement or any other Transaction Document. 
 “Lessee
Indemnified Parties” means (a) Lessee; (b) any member of Lessee, its successor and assigns; (c) the shareholders and members of each Person described in the foregoing clause (b); (d) the Affiliates of each Person
described in the foregoing clause (a), (b) and (c); (e) the successors, assigns and Representatives of each Person described in the foregoing clauses (a), (b), (c), and (d); and (f) any company that joins with another Person that
would be a Lessee Indemnified Party in filed consolidated or combined Tax Returns. 

  
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 “Lessee Parent Guaranty” means the Guaranty provided by GS in favor of
Lessor, dated as of the Closing Date. 
 “Lessor” has the meaning set forth in the introductory paragraph.

 “Lessor Guarantors” means, collectively, ADA-ES, NexGen LLC, NexGen and Republic. 

“Lessor Parent Guaranties” means, collectively, the ADA-ES Guaranty, the NexGen LLC Guaranty, the NexGen Guaranty and
the Republic Guaranty, each dated as of the Closing Date. 
 “Lien” means all burdens, encumbrances and defects
affecting the ownership of an asset, including (a) liens, security interests, mortgages, deeds of trust, pledges, conditional sale or trust receipt arrangement, consignment or bailment for security purposes, finance lease, or other encumbrances
of any nature whatsoever securing any obligation, whether such interest is based on common Law, statute or contract; (b) any rights of first refusal or any restriction on use, voting, transfer, receipt of income or exercise of any other
attribute of ownership; and (c) any other reservations, exceptions, covenants, conditions, restrictions, leases, subleases, licenses, easements, servitudes, occupancy agreements, equities, charges, assessments, defects in title, liabilities,
claims, agreements, obligations, encroachments and other burdens, and other title exceptions and encumbrances affecting property of any nature, whether accrued or unaccrued, absolute or contingent, legal or equitable, real or personal or otherwise.

 “Loss” or “Losses” means losses, lost Section 45 Credits (but only to the extent such
Section 45 Credits relate to Refined Coal actually produced by the New Facility), liabilities, causes of action, assessments, cleanup, removal, remediation and restoration obligations, judgments, awards, damages, natural resource damages,
contribution, cost-recovery and compensation obligations, fines, fees, penalties and costs and expenses (including litigation costs and reasonable attorneys’ and experts’ fees and expenses). 

“Material Adverse Effect” means a material adverse effect on the business, financial condition, results of operations,
assets, liabilities, operations or properties of Lessee, the transactions contemplated by this Agreement or the Section 45 Credits available to Lessee from the operation of the New Facility, excluding effects resulting from general economic
conditions or changes or conditions that effect the coal industry generally. 
 “Material Contracts” has the
meaning set forth in Section 3.1(l). 
 “Omnibus Amendment” has the meaning set forth in
Section 2.4. 
 “Operating and Maintenance Agreement” means that certain Operating and Maintenance
Agreement, dated as of June 29, 2010, by and between CCS and Lessee, as such agreement may be amended, supplemented or modified. 
 “New Equipment Lease” has the meaning set forth in Section 2.2. 

  
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 “New Facility” has the meaning set forth in the recitals. 

“NexGen” means NexGen Investments, LLLP, a Colorado limited liability limited partnership. 

“NexGen Guaranty” means the Guaranty provided by NexGen in favor of Lessee, dated as of the Closing Date. 

“NexGen LLC” means NexGen Refined Coal, LLC, a Wyoming limited liability company. 

“NexGen LLC Guaranty” means the Guaranty provided by NexGen LLC in favor of Lessee, dated as of the Closing Date.

 “Party” or “Parties” has the meaning set forth in the introductory paragraph. 

“Person” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated
organization or other entity. 
 “Permit” means any permit, certificate, license, franchise, authorization,
variance, exemption, concession, lease, instrument, order, consent, authorization or approval of any Governmental Authority. 

“Permitted Liens” means (a) the rights of the Parties pursuant to the Transaction Documents, (b) Liens for
Taxes of Lessor not yet due and (c) materialmen’s, mechanics’, workers’, repairmens’, employees’ or other like Liens, arising in the ordinary course of business for amounts not yet delinquent or being contested in good
faith by appropriate proceedings, so long as such proceedings do not involve any material danger of the sale, forfeiture or loss of any material part of the New Facility or Lessee’s inventory of Refined Coal (or the proceeds thereof) or any
title or interest in and to the foregoing. 
 “PLR” means a private letter ruling from the IRS. 

“Power Plant” means the Thomas Hill Energy Center near Clifton Hill, Missouri, owned and operated by Utility.

 “Pre-Filing Agreement” means an LSMB pre-filing arrangement (as described in IRS Revenue Procedure 2009-14
or any supplement or successor thereto) between Lessee and the IRS. 
 “Proceeding” means a judicial,
administrative or arbitral proceeding (including a lawsuit or an investigation by a Governmental Authority), commencing with the institution of such proceeding through the issuance, service or delivery of the applicable Claim or other applicable
event. 
 “Refined Coal” means refined coal produced from coal at the New Facility. 

“Renewal Term” has the meaning set forth in the New Equipment Lease. 

  
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 “Representative” means, with respect to any Person, each manager, director,
officer, employee, agent, consultant (including consulting engineers), advisor (including counsel and accountants) and other representative of such Person. 
 “Republic” means Republic Financial Corporation, a Colorado corporation. 
 “Republic Guaranty” means the Guaranty provided by Republic in favor of Lessee, dated as of the Closing Date. 
 “Section 45 Change” means the occurrence of any of the following events on or after the date hereof, insofar as such event relates to the Section 45 Credit, unless the New
Facility and the sale of Refined Coal therefrom by Lessee are grandfathered or otherwise exempted from the effect thereof: 

(a) any total repeal of Section 45 of the Code; or 
 (b) any of the following events, to the extent that such event materially adversely affects, or has a material likelihood of adversely affecting, the amount, availability or value of Section 45
Credits that Lessee may claim for Refined Coal produced from the New Facility and sold to an Unrelated Person: 

(i) an amendment to or partial repeal of Section 45 of the Code; 

(ii) an amendment of a section of the Code that is expressly referred to in Section 45 of the Code or affects the
ability of taxpayers to claim the Section 45 Credit; or 
 (iii) the adoption of a Federal Tax Rule that
regulates, interprets, construes, limits, restricts, unwinds, modifies or otherwise affects (A) Section 45(c)(7), 45(d)(8) or 45(e)(8) of the Code or (B) a section of the Code, including in other parts of Section 45, that is
expressly referred to in Section 45(c)(7), 45(d)(8) or 45(e)(8) of the Code. 
 “Section 45 Credit”
means the credit allowed by Section 45 of the Code for the production and sale of Refined Coal produced from coal to an Unrelated Person. 
 “Site” has the meaning set forth in Section 2.1(a). 

“Tax” or “Taxes” means any taxes, assessments, fees and other governmental charges imposed by any
Governmental Authority, including profits, gross receipts, net proceeds, alternative or add-on minimum, ad valorem, value added, turnover, sales, use, property, personal property (tangible and intangible), environmental, stamp, leasing, lease, user,
excise, duty, franchise, capital stock, transfer, registration, license, withholding, social security (or similar), unemployment, disability, payroll, employment, fuel, excess profits, occupational, premium, windfall profit, severance, estimated or
other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not. 
 “Tax
Proceeding” has the meaning set forth in Section 4.4(a). 

  
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 “Tax Return” means any return, statement information return or other
document (including amendments thereto and supporting information) filed or required to be filed with any Governmental Authority in connection with the determination, assessment, collection or administration of any Taxes or the administration of any
Laws relating to any Taxes. 
 “Technology Sub-License” means that certain Technology Sub-License, dated as of
June 29, 2010, by and between ADA-ES, CCS and Lessee, as such agreement may be amended, supplemented or modified. 

“Technology Sub-License Amendment” has the meaning set forth in Section 2.4. 

“Test” or “Testing” has the meaning set forth in Section 2.1(b). 

“Third Party” means, with respect to a Party, any Person other than such Party, its Affiliates and its Representatives,
and excluding any Governmental Authority. 
 “Third Party Claim” has the meaning set forth in
Section 7.4. 
 “Transaction Documents” means this Agreement, the New Equipment Lease, the Omnibus
Amendment, the Technology Sub-License Amendment, the Lessee Parent Guaranty and the Lessor Parent Guaranties. 

“Unrelated Person” means, with respect to any Person, any other Person that is not related to such Person within the
meaning of Section 45(e)(4) of the Code. 
 “Utility” means Associated Electric Cooperative, Inc., a
Missouri cooperative, non-profit, membership corporation. 
 Section 1.2 Construction of Certain Terms and Phrases.
Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of such Articles, Sections, subsections or other subdivisions, and shall be
disregarded in construing the language contained therein. The words “this Agreement,” “herein,” “hereby,” “hereunder,” and “hereof,” and words of similar import, refer to this Agreement as a whole
and not to any particular subdivision unless expressly so limited. The words “this Section,” “this subsection,” and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word
“or” is not exclusive, and the word “including” (in its various forms) means “including without limitation.” Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender and
words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. Unless the context otherwise requires, all defined terms
contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms, and the term “Annex,” “Exhibit” or “Schedule” shall refer to an Annex, Exhibit or Schedule attached
to this Agreement. All references to the Code, U.S. Treasury regulations or other governmental pronouncements shall be deemed to include references to any applicable successor statute, regulations or amending pronouncement. 

  
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 ARTICLE II 

EXCHANGE OF FACILITY 
 Section 2.1 New Facility Installation, Testing and Acceptance. 
 (a)
Removal of Existing Facility and Installation of New Facility. Prior to the Closing, the CCS Parties shall cause the Existing Facility to be removed from its current location at the Power Plant, as shown on Exhibit B (the
“Site”) and the CCS Parties shall cause the New Facility shall be installed at the Site. 
 (b) Testing of
New Facility. Upon installation of the New Facility at the Site, the CCS Parties shall cause testing, including Emission Testing (“Testing”), to be conducted on the New Facility consistent with best industry practice and, to the
extent relevant, in accordance with Section 45 of the Code and the IRS Guidance. The CCS Parties shall cause Emission Testing to be conducted at the Power Plant using Refined Coal produced at the New Facility. Upon commencement of Testing of
the New Facility, the CCS Parties shall permit Lessee and its Affiliates and its and their employees, agents, contractors and consultants to observe such Tests and to undertake any additional diligence with respect to such Testing as Lessee in its
sole discretion elects. 
 Section 2.2 Execution of New Lease. Subject to the terms and conditions of this
Agreement, on the Closing Date Lessor and Lessee will enter into an Equipment Lease, substantially in the form attached as Exhibit C (the “New Equipment Lease”), pursuant to which Lessee will lease the New Facility from
Lessor. 
 Section 2.3 Termination of Existing Equipment Lease and the Existing Guaranties. On the Closing Date the
Existing Lease, together with all amendments and modifications thereto, shall terminate. Each of Lessor and Lessee for itself, its Affiliates and its and their successors and assigns agrees that the termination of the Existing Lease shall be treated
as a termination by agreement without fault or breach on the part of either Lessor or Lessee and the terms of Section 3.2 of the Existing Equipment Lease shall apply to such termination provisions; provided that Section 3.2(c) shall
be inapplicable and excluded in all respects for the purposes of such termination. On the Closing Date the Existing Guaranties, together with all amendments and modifications thereto, shall terminate with respect to the guaranteed obligations
arising out of or under the Agreement to Lease, the Existing Lease, the Chemical Additive Supply Agreement, the Operating and Maintenance Agreement and the Technology Sublicense. 

Section 2.4 Amendments to Certain Documents. In connection with the exchange of the Existing Facility for the New Facility
and in furtherance of the transactions contemplated by this Agreement, on the Closing Date the Parties will have executed (or will cause to have executed): (a) an amendment to the Operating and Maintenance Agreement and the Chemical Additive
Supply Agency Agreement, substantially in the form of Exhibit D (the “Omnibus Amendment”); and (b) an amendment to the Technology Sub-License Agreement, substantially in the form of Exhibit E (the
“Technology Sub-License Amendment”). 

  
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 ARTICLE III 

REPRESENTATIONS AND WARRANTIES 
 Section 3.1 Representations and Warranties of the CCS Parties. Each CCS Party represents and warrants to Lessee, as of the date of this Agreement and as of the Closing Date, as follows (with
the understanding that Lessee is relying on such representations and warranties in entering into and performing this Agreement and each of the other Transaction Documents): 
 (a) Organization, Good Standing, Etc. Each CCS Party is a limited liability company duly formed, validly existing and in good standing under the Laws of the state of its formation, and has all
requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each CCS Party is qualified to do business and is in good standing under the Laws of the
jurisdictions in which the character of the properties owned or leased by such CCS Party or the nature of the activities conducted by such CCS Party in operating its business make such qualification necessary under applicable Laws. 

(b) Authority. Each CCS Party has all requisite limited liability company power and authority to enter into this Agreement and
each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each CCS Party of this Agreement
and each of the other Transaction Documents to which it is a party, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all
necessary limited liability company action on the part of such CCS Party. This Agreement has been duly executed and delivered by each CCS Party, and upon the execution and delivery by each CCS Party of each of the other Transaction Documents to
which it is a party, such Transaction Documents will be duly executed and delivered by each CCS Party. This Agreement constitutes, and upon execution and delivery by each CCS Party of each of the other Transaction Documents to which it is a party,
such Transaction Documents will constitute, the valid and binding obligations of such CCS Party, enforceable against such CCS Party in accordance with their terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization,
moratorium and similar Laws affecting enforcement of creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in equity). 

(c) No Conflict; Required Filings and Consents. Except as set forth in Schedule 3.1(c), the execution and delivery by
each CCS Party of this Agreement and each of the other Transaction Documents to which it is a party do not, and the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and
thereby, will not (i) violate, conflict with or result in any breach of any provision of its limited liability company agreement or other organizational documents, (ii) violate, conflict with or result in a violation or breach of, or
constitute a default (with or without due notice or lapse of time or both) under, or permit the termination of, or result in the acceleration of, or entitle any Person to accelerate any obligation, or result in the loss of any benefit, or give any
Person the right to require any security to be repurchased, or give rise to the creation of any Lien upon the New Facility, or affect its rights under any of the terms, conditions 

  
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or provisions of any loan or credit agreement, note, bond, mortgage, indenture or deed of trust, or any license, lease, agreement or other instrument or obligation to which such entity is a party
or by which or to which such entity or any of its assets or the New Facility may be bound or subject, or (iii) violate any applicable Law. Except as disclosed on Schedule 3.1(c), no Consent of any Governmental Authority or other
Person is necessary or required or has not been obtained as of the Closing Date with respect to each CCS Party in connection with the execution and delivery by each CCS Party of this Agreement and the other Transaction Documents to which it is a
party, the performance by it of its obligations hereunder and thereunder or the consummation by it of the transactions contemplated hereby and thereby. 
 (d) Absence of Litigation. Except as set forth in Schedule 3.1(d), there are no Proceedings pending or, to the knowledge of each CCS Party, threatened against any CCS Party or relating
to the New Facility or any CCS Party’s execution, delivery or performance of this Agreement and the other Transaction Documents to which it is a party. No CCS Party has received any Claim that may give rise to any such Proceedings which could
reasonably be expected to have a Material Adverse Effect. No CCS Party has knowledge that there is a valid basis for any such Claims or Proceedings. No CCS Party is the subject of any order, judgment, decree, injunction or stipulation of any
Governmental Authority that would affect its ability to consummate the transactions contemplated by this Agreement and the other Transaction Documents. 
 (e) Compliance with Applicable Laws; Permits. Each CCS Party is in compliance with, and the New Facility as of the Closing Date is in compliance with, all applicable Laws, in each case other than
as listed or described on Schedule 3.1(e), or in each case where the failure to be in compliance with such Laws could reasonably be expected to have a Material Adverse Effect. There are no Permits required to be obtained or filed by any
CCS Party under any applicable Law either to conduct the business of any CCS Party or otherwise to own or operate the New Facility, other than those listed or described on Schedule 3.1(e), or where the failure to obtain or file such
Permits could reasonably be expected to have a Material Adverse Effect. 
 (f) Insurance. Schedule 3.1(f)
sets forth a list of all fire, general liability, theft and other forms of insurance and all fidelity and surety bonds held by or applicable to each CCS Party or the New Facility, and except as disclosed on such Schedule 3.1(f), there is
no Claim by any CCS Party pending under any such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. 
 (g) Title. Except as set forth in Schedule 3.1(g), Lessor has, and at the Closing will convey to Lessee, good and marketable leasehold title to and possession of the New Facility, free
and clear of all Liens, except Permitted Liens. 
 (h) Condition of New Facility; Adequacy. As of the Closing Date, all
of the equipment, machinery and facilities that are included in the New Facility are in good and merchantable condition and have been maintained in accordance with good operating practices, including the manufacturer’s recommendations. The
equipment, machinery and facilities that are in the New Facility are fully functional and constitute all equipment, machinery and facilities currently needed to produce Refined Coal. The New Facility is capable of producing in the


  
 13 









 
aggregate 2,000,000 Tons of Refined Coal per year that are eligible for the Section 45 Credit when the New Facility is used in connection with the Power Plant and associated equipment,
although actual production levels will be determined by a variety of factors including decisions of Lessee, Utility demand and proper operation and functioning of the Power Plant. No warranty Claim has been made by any CCS Party on the equipment,
machinery and facilities that are included in the New Facility. 
 (i) Environmental Matters. The New Facility has been
owned, operated and maintained in compliance with all Environmental Laws and, to the knowledge of the CCS Parties, the New Facility is capable of operating in compliance with all Environmental Laws during the term of this Agreement, as such
Environmental Laws exist or are in effect as of the Closing Date, without material modification or capital investment. There are no existing, or to the knowledge of the CCS Parties, threatened Proceedings, and no CCS Party has received any Claim,
relating to violations of, or Losses under, Environmental Laws or to the presence, release or discharge of any Hazardous Substances, in each case with respect to the New Facility or to the ownership, operation or maintenance thereof. No Hazardous
Substances exist in or on the New Facility, except as set forth in Schedule 3.1(i). No CCS Party has received any notice from any Governmental Authority or any other Person alleging any violation of any Environmental Laws with respect to
the ownership, operation or maintenance of the New Facility, except as is set forth on Schedule 3.1(i). The CCS Parties have obtained, maintained and complied in all material respects with the terms of Permits required in connection with
the ownership, operation and maintenance of the New Facility. No Hazardous Substances have been generated by, or released or discharged from, the New Facility at the Site where such release or discharge could reasonably be expected to result in a
Claim or Proceeding pursuant to Environmental Laws. Except as set forth in Schedule 3.1(i), there are no Hazardous Substances at the Site whose presence or existence is attributable to the New Facility or to the ownership, operation or
maintenance thereof, or that would adversely affect the continued operation of the New Facility at the Site. Any chemical additives in the New Facility as of the date hereof and any chemical additives currently proposed to be supplied under the
Chemical Additive Supply Agency Agreement do not contain Hazardous Substances in quantities that require special permits, handling or reporting. 
 (j) Taxes. Except as set forth in Schedule 3.1(j), all Tax Returns required to be filed by each CCS Party with respect to the New Facility have been duly and timely filed and all
information required to be included in each such Tax Return has been so included and all other information provided in each such Tax Return is true, correct, accurate and complete. All Taxes owed by each CCS Party shown on such Tax Returns and all
Taxes owed by CCS Party with respect to the New Facility have been paid in full and CCS Party covenants that it will continue to pay all Taxes imposed in respect of the New Facility for all periods ending on or prior to the Closing (and for those
periods that include the Closing but do not end on the Closing, Lessor will pay its pro rata share of such Taxes). No CCS Party has received any written notice of deficiency or assessment from any taxing authority with respect to liabilities for
Taxes relating to the New Facility, which have not been fully paid or finally settled. There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for or relating to the New Facility for any period. There
are no liens for Taxes on the New Facility, except for Taxes not yet due. To the extent required by local Law, the New Facility has been properly listed and described on the property Tax rolls for the taxing units in which the New Facility is
located and no portion of the New Facility constitutes omitted property for property Tax purposes. 

  
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 (k) Intellectual Property. Except as is set forth on Schedule 3.1(k), neither
the ownership or operation of the New Facility, nor the manufacture, use or sale (including offering for sale and other marketing activities) of the Refined Coal produced from the New Facility, infringes, misappropriates or violates any U.S. patent,
trademark, service mark, trade name or copyright, trade secret, obligation of confidence or other proprietary, contract or intellectual property right of any Person. 
 (l) Contracts. Schedule 3.1(l) sets forth all of the material contracts or material agreements (the “Material Contracts”) to which any CCS Party is a party relating to
the New Facility or to which the New Facility is bound at the time of the execution of this Agreement. Except as is set forth on Schedule 3.1(l), the CCS Parties have provided Lessee, including by way of access to an electronic dataroom,
a true, correct, accurate and complete copy of each Material Contract. No CCS Party is in default, or has been notified that it is in default, under any Material Contract, and to the CCS Parties’ knowledge, no other party is in default under
any Material Contract where either such default would result in a Material Adverse Effect. 
 (m) Employee Matters.
Except as set forth in Schedule 3.1(m): 
 (i) Lessor has no employees; 

(ii) Lessor is not a party to any collective bargaining agreement; 

(iii) Lessor has not agreed to recognize or bargain with any labor organization, union or other collective bargaining
representative; 
 (iv) No labor organization, union or other collective bargaining representative has been
certified as the exclusive bargaining representative of any employees in connection with the New Facility; 

(v) No labor organization, union or representative thereof claims to or is seeking to represent employees in connection
with the New Facility; 
 (vi) There is no labor strike or labor dispute, slowdown, work stoppage or lockout
pending or threatened against or affecting Lessor; and 
 (vii) Lessor has not experienced any labor strike or
labor dispute, slowdown, work stoppage or lockout in connection with the New Facility. 
 (n) Certification. As of the
Closing Date, the representations and warranties made by CCS to Lessee in the Certification shall be true and correct in all respects. 

  
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 (o) Due Diligence Materials. As of the Closing Date, the CCS Parties have provided
Lessee, including by way of access to an electronic dataroom, a true, correct, accurate and complete copy of all material responsive to the Due Diligence Request Lists in the possession or control of the CCS Parties or of which the CCS Parties are
aware (including responses provided by the CCS Parties in writing to Lessee in connection with the requests made pursuant to the Due Diligence Request Lists), but excluding any materials to which Lessee or any of its affiliates are a party or by
which they are bound (such materials, the “Due Diligence Materials”). 
 Section 3.2 Representations
and Warranties of Lessee. Lessee represents and warrants to each CCS Party as follows (with the understanding that each CCS Party is relying on such representations and warranties in entering into and performing this Agreement and each of the
other Transaction Documents): 
 (a) Organization; Good Standing; Etc. Lessee is a limited liability company duly formed,
validly existing and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

 (b) Authority. Lessee has all requisite limited liability company power and authority to enter into this Agreement and
each of the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Lessee of this Agreement and each of the other Transaction
Documents, the performance by it of its obligations hereunder and thereunder and the consummation by Lessee of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part
of Lessee. This Agreement has been duly executed and delivered by Lessee, and upon execution and delivery by Lessee of each of the other Transaction Documents, such Transaction Documents will be duly executed and delivered by Lessee. This Agreement
constitutes, and upon execution and delivery by Lessee of each of the other Transaction Documents, such other Transaction Documents will constitute, the valid and binding obligations of Lessee, enforceable against it in accordance with their terms,
subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting enforcement of creditors’ rights and remedies generally and to general principles of equity (regardless of whether
enforcement is sought in a proceeding at Law or in equity). 
 (c) No Conflict; Required Filings and Consents. The
execution and delivery by Lessee of this Agreement and each of the other Transaction Documents do not, and the performance by it of its obligations hereunder and thereunder and the consummation by Lessee of the transactions contemplated hereby and
thereby will not (i) violate, conflict with, or result in any breach of any provisions of its limited liability company agreement or other organizational documents, (ii) violate, conflict with or result in a violation or breach of or
constitute a default (with or without due notice or lapse of time or both) under, or permit the termination of, or result in the acceleration of, or entitle any Person to accelerate any obligation, or result in the loss of any benefit, or give any
Person the right to require any security to be repurchased, or give rise to the creation of any Lien upon any of its assets or affect any of its rights under, any of the terms, conditions or provisions of any loan or credit agreement, note, bond,
mortgage, indenture or deed 

  
 16 









 
of trust, or any license, lease, agreement or other instrument or obligation to which Lessee is a party or by which or to which it or any of its assets may be bound or subject, or
(iii) violate any applicable Law. No Consent of any Governmental Authority or other Person is necessary or required by or with respect to Lessee in connection with the execution and delivery by Lessee of this Agreement or any of the other
Transaction Documents, the performance by Lessee of its obligations hereunder and thereunder or the consummation by Lessee of the transactions contemplated hereby and thereby. 
 (d) Absence of Litigation. There are no Proceedings pending or, to the knowledge of Lessee, threatened against Lessee or any of its Affiliates that seeks to restrain, prohibit or otherwise enjoin
this Agreement or the consummation of the transactions contemplated hereby. Lessee is not the subject of any order, judgment, decree, injunction or stipulation of any Governmental Authority that would affect its ability to consummate the
transactions contemplated by this Agreement and the other Transaction Documents. 
 (e) Broker’s Fee. No agent,
broker, investment banker or other Person engaged by Lessee is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee payable by any CCS Party in connection with any of the transactions contemplated by
this Agreement or the other Transaction Documents. 
 (f) Taxes. Except as set forth in Schedule 3.2(f) , all
Tax Returns required to be filed by the Lessee with respect to the Existing Facility have been duly and timely filed and all information required to be included in each such Tax Return has been so included and all other information provided in each
such Tax Return is true, correct, accurate and complete. All Taxes owed by the Lessee shown on such Tax Returns and all Taxes owed by the Lessee y with respect to the Existing Facility have been paid in full and the Lessee covenants that it will
continue to pay all Taxes imposed in respect of the Existing Facility for all periods ending on or prior to the Closing (and for those periods that include the Closing but do not end on the Closing, Lessee will pay its pro rata share of such Taxes).
The Lessee has not received any written notice of deficiency or assessment from any taxing authority with respect to liabilities for Taxes relating to the Existing Facility, which have not been fully paid or finally settled. There are no outstanding
agreements or waivers extending the applicable statutory periods of limitation for or relating to the Existing Facility for any period. There are no liens for Taxes on the Existing Facility, except for Taxes not yet due. To the extent required by
local Law, the Existing Facility has been properly listed and described on the property Tax rolls for the taxing units in which the Existing Facility is located and no portion of the Existing Facility constitutes omitted property for property Tax
purposes. 
 Section 3.3 Survival of Representations and Warranties. 

(a) All representations and warranties made by a Party in this Agreement or in any Transaction Document, have been relied upon by the
other Parties and shall survive the Closing hereunder as set forth in this Section 3.3, and shall not merge in the performance of any obligation by any Party hereto. 

(b) All claims by a Lessee Indemnified Party for indemnification pursuant to Article VII resulting from breaches of
representations or warranties shall be forever barred 

  
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unless the CCS Parties are notified: (i) in the case of a claim based upon fraud or a breach of a representation or warranty set forth in Section 3.1(i), within thirty
(30) days after the expiration of the statutory period of limitations applicable to such claim, (ii) in the case of a claim based upon a breach of a representation or warranty in Sections 3.1(g), (j), (n) and
(o), within thirty (30) days after the expiration of the relevant statutory period of limitations, including extensions, applicable to the federal income tax obligations of Lessee; (iii) in the case of a claim based upon a breach of
a representation or warranty in Sections 3.1(a), (b) and (c) within three (3) years after the Closing Date; or (iv) in all other cases, within the Initial Term; provided, that, if written notice for a
claim of indemnification has been given by such Lessee Indemnified Party on or prior to the last day of the applicable period, then the obligation of the CCS Parties to indemnify such Lessee Indemnified Party pursuant to Article VII
shall survive with respect to such claim until such claim is finally resolved. 
 (c) All claims by a CCS Indemnified Party
for indemnification pursuant to Article VII resulting from breaches of representations or warranties shall be forever barred unless Lessee is notified: (i) in the case of claim based upon fraud, within thirty (30) days of the
expiration of the statutory period of limitations applicable to such claim; (ii) in the case of a claim based upon a breach of a representation or warranty in Sections 3.2(a), (b), and (c), within three (3) years after
the Closing Date or (iii) in all other cases within the Initial Term; provided, that, if written notice for a claim of indemnification has been given by such CCS Indemnified Party on or prior to the last day of the applicable period, then the
obligation of Lessee to indemnify such CCS Indemnified Party pursuant to Article VII shall survive with respect to such claim until such claim is finally resolved. 
 ARTICLE IV 
 TAX MATTERS 

Section 4.1 Tax Treatment of the Transaction. 
 (a) The Parties agree that for federal income Tax purposes, (i) the transactions described in the Existing Lease shall be considered as a taxable installment sale of the Existing Facility,
(b) the transactions described in this Agreement and in the New Equipment Lease shall be treated as a like-kind exchange under Section 1031 of the Code of the facility leased pursuant to the Existing Lease for the New Facility, and
(c) the Tax treatment of Contingent Rent Payments made by Lessee to Lessor under the terms of New Equipment Lease will be governed by the principles of Treasury Regulation section 1.1275-4(c). Each Party agrees to report the transaction
consistently with such characterization. Lessee will provide Lessor with an allocation of the fixed payments under the Initial Term of the New Equipment Lease between interest and principal components within ninety (90) days after the Closing
Date. Lessee will provide Lessor with an allocation of the fixed payments due under each Renewal Term of the New Equipment Lease between interest and principal components within ninety (90) days of the start of each Renewal Term. Lessee will
provide an allocation of each contingent payment under the New Equipment Lease between interest and principal components within forty-five (45) days after such payment is made. Lessor shall provide any objections to Lessee within thirty
(30) days after the receipt thereof. If Lessor raises objections, the Parties will apply the procedures set forth in Section 4.1(b) to resolve such objections. 

  
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 (b) All rent payments under the New Equipment Lease shall be allocated to the New Facility
in accordance with Section 1060 of the Code. Each CCS Party shall provide Lessee with any information reasonably requested and required to complete IRS Form 8594. Lessee shall complete Form 8594 and furnish each CCS Party with a copy (the
“Draft Allocation”) within one hundred twenty (120) days from the Closing Date. Each CCS Party shall review the Draft Allocation and provide any objections to Lessee within thirty (30) days after the receipt thereof. In
the event no CCS Party objects to Lessee’s Draft Allocation, such Draft Allocation shall be final (the “Final Allocation”) and the Parties shall report such Final Allocation for Tax purposes and file Tax Returns (including Form
8824 under Section 1031 of the Code and Form 8594 under Section 1060 of the Code) in a manner consistent with such mutually agreed Final Allocation. If any CCS Party raises objections to the Draft Allocation, the Parties will negotiate in
good faith to resolve such objection(s). If the Parties are unable to agree on the Draft Allocation within fourteen (14) days after such CCS Party raises such objections, the Parties shall refer such dispute to an independent nationally
recognized accounting firm (the “Independent Accountant”), which Independent Accountant shall make a final and binding determination as to all matters in dispute with respect to the Draft Allocation (and only such matters) within
thirty (30) days and promptly shall notify the Parties in writing of its resolution. Each Party shall bear and pay one-half of the fees and other costs charged by the Independent Accountant. 

(c) No Party shall have any liability or obligation to the other for any failure of the exchange of the Existing Facility and New
Facility hereunder to qualify as a like-kind exchange as to Lessee under Section 1031 of the Code. 
 Section 4.2
Transaction Taxes. Any real property transfer or gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax or other similar Tax, including any penalties, interest and additions to Tax, imposed by reason of any of the transactions
(including the rescission rights) contemplated by this Agreement shall be shared equally by Lessor and Lessee. 

Section 4.3 Property Taxes. 
 (a) Any property Taxes imposed on or with respect to the New Facility for the taxable period (for purposes of this section, “taxable period” means the period beginning on the assessment
date for property Taxes through the day before the next assessment date for such Taxes) that contains the Closing Date shall be prorated based on the relative number of days prior to the Closing Date and on and after the Closing Date during the
taxable period, with Lessor being responsible for ad valorem property Taxes allocable to the taxable period ending prior to the Closing Date and Lessee being responsible for ad valorem property Taxes with respect to the New Facility allocable to the
taxable period beginning on the Closing Date. 
 (b) The amount of any refunds of property Taxes shall be equitably apportioned
between Lessor and Lessee. Each Party shall forward, and shall cause its Affiliates to forward, to the Party entitled to receive a refund of property Tax, the amount of such refund within thirty (30) days after such refund is received, net any
costs or expenses incurred by such Party in procuring such refund. 
 (c) Lessor shall file in a timely manner annual Missouri
personal property Tax returns with respect to the New Facility. 

  
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 Section 4.4 Tax Return Information and Tax Proceedings. 

(a) Lessor and Lessee shall cooperate fully as and to the extent reasonably requested by the other Party, in connection with the
preparation and filing of Tax Returns and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes imposed on or with respect to the New Facility; provided that Lessee will control the conduct
of any Tax Proceeding if Lessee will bear the liability for any additional Taxes imposed on or with respect to the New Facility as a result of such Tax Proceeding and Lessor will control the conduct of any Tax Proceeding if Lessor will bear the
liability for any additional Taxes imposed on or with respect to the New Facility as a result of such Tax Proceeding. Such cooperation shall include the retention and (upon the other Party’s request) the provision of Books and Records and
information which are reasonably relevant to any such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and consent to
attendance by the other Party in any third-party interview, deposition or other discovery process relating to such Taxes. For the avoidance of doubt, for purposes of this Section 4.4, Taxes imposed on or with respect to the New Facility
do not include Taxes imposed on income or Section 45 Credits arising from the production of Refined Coal by the New Facility. 
 (b) Lessor shall retain all Tax Returns and related work papers, and all Books and Records relevant to the business of, and Taxes and Tax Returns with respect to, the New Facility until a Final
Disposition has occurred with respect to all Tax periods for which Lessee claims Section 45 Credits with respect to Refined Coal produced by the New Facility. If Lessor wishes to dispose of Books and Records at any time, Lessor shall provide
written notice to Lessee describing the Books and Records to be disposed of ninety (90) days prior to taking such action. Lessee may arrange to take delivery of the Books and Records described in such notice at its own expense during such
ninety (90)-day period. 
 ARTICLE V 
 CLOSING CONDITIONS 
 Section 5.1 Lessee’s Conditions to
Closing. The obligations of Lessee to consummate the transactions provided for in this Agreement are subject to the satisfaction (or waiver by Lessee) on or prior to the Closing of each of the following conditions precedent (except for those
conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction of such conditions): 
 (a)
The representations and warranties of each CCS Party set forth in Section 3.1 shall be true and correct in all respects (other than any representations and warranties of each CCS Party that are qualified by a “Material Adverse
Effect”, which, to the extent so qualified, shall be true and correct in all respects) at and as of the Closing. 
 (b) CCS
shall provide to Lessee a written certification, substantially in the form of Exhibit F (the “Certification”), with respect to the New Facility once CCS believes the


  
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New Facility has passed all Tests and has been placed in service within the meaning of Section 45(d)(8) of the Code and Lessee shall have delivered to CCS its written acceptance of the
Certification (the “Acceptance”), which Lessee may withhold in its sole discretion. 
 (c) The CCS Parties
shall provide to Lessee the opportunity to conduct due diligence with respect to the New Facility as Lessee deems appropriate, and shall at a minimum provide Lessee with the Due Diligence Materials. 

(d) Each of the CCS Parties shall have performed or complied with in all material respects the obligations, agreements and covenants of
each CCS Party contained in this Agreement as to which performance or compliance by such CCS Party is required prior to or on the Closing Date. 
 (e) The CCS Parties shall have delivered to Lessee the CCS Deliverables. 

Section 5.2 CCS Parties’ Conditions to Closing. The obligations of the CCS Parties to consummate the transactions
provided for in this Agreement are subject to the satisfaction (or waiver by the CCS Parties) on or prior to the Closing of each of the following conditions precedent (except for those conditions that by their nature are to be satisfied at the
Closing, but subject to the satisfaction of such conditions): 
 (a) The representations and warranties of Lessee set forth in
Section 3.2 shall be true and correct in all respects at and as of the Closing. 
 (b) Lessee shall have performed
or complied with in all material respects the obligations, agreements and covenants of Lessee contained in this Agreement as to which performance or compliance by Lessee is required prior to or on the Closing Date. 

(c) Lessee shall have delivered to the CCS Parties the Lessee Deliverables. 

ARTICLE VI 
 CLOSING 
 Section 6.1 Closing. Subject to the satisfaction or
waiver of the conditions precedent set forth in Article V, the closing (the “Closing”) will take place at 4:00 p.m., eastern time on the Effective Date or such other time and date as may be agreed upon by the Parties
(the “Closing Date”). 
 Section 6.2 Closing Deliverables. 

(a) At the Closing, Lessee shall deliver, or cause to be delivered, to the CCS Parties the following (collectively, the “Lessee
Deliverables”): 
 (i) New Equipment Lease. A counterpart of the New Equipment Lease executed by
Lessee; 
 (ii) Omnibus Amendment. A counterpart of the Omnibus Amendment executed by Lessee; 


  
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 (iii) Technology Sub-License Amendment. A counterpart of the
Technology Sub-License Amendment executed by Lessee; and 
 (iv) Lessee Parent Guaranty. A counterpart of
the Lessee Parent Guaranty executed by GS. 
 (b) At the Closing, the CCS Parties shall deliver, or cause to be delivered, to
Lessee the following (collectively, the “CCS Deliverables”): 
 (i) New Equipment Lease.
A counterpart of the New Equipment Lease executed by Lessor; 
 (ii) Omnibus Amendment. A counterpart of
the Omnibus Amendment executed by CCSS; 
 (iii) Technology Sub-License Amendment. A counterpart of the
Technology Sub-License Amendment executed by ADA-ES and CCS; and 
 (iv) Lessor Parent Guaranties. A
counterpart of each of the Lessor Parent Guaranties executed by ADA-ES, NexGen LLC, NexGen and Republic, as applicable. 

ARTICLE VII 
 INDEMNIFICATION 
 Section 7.1 Indemnification of Lessee.

 (a) The CCS Parties jointly and severally shall indemnify, defend and hold harmless the Lessee Indemnified Parties from and
against any and all Lessee Indemnified Costs. 
 (b) The obligations of the CCS Parties under Section 7.1(a) shall
be subject to the following limitations: 
 (i) The CCS Parties shall not have any liability for Lessee
Indemnified Costs for any breach by the CCS Parties of any representations or warranties in Section 3.1 unless and until the aggregate of all Lessee Indemnified Costs relating thereto for which the CCS Parties would, but for this
clause (i), be required to indemnify Lessee exceeds on a cumulative basis an amount (the “CCS Basket Amount”) equal to $500,000, in which case, subject to clause (ii) of this subsection (b), the
CCS Parties shall be liable for the Lessee Indemnified Costs incurred by the Lessee Indemnified Parties but only to the extent such Lessee Indemnified Costs exceed the CCS Basket Amount; 

(ii) Except with respect to the matter disclosed on Schedule 3.1(d) (the disclosure on such Schedule 3.1(d)
and Lessee’s actual knowledge of which the Parties acknowledge and agree shall not affect the CCS Parties’ liability to the Lessee Indemnified Parties for any Lessee Indemnified Costs associated therewith or the ability of any such Lessee
Indemnified Costs to be aggregated for the purposes of Section 7.1(b)(i)), the CCS Parties shall not have any liability for Lessee Indemnified 

  
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Costs for any breach by the CCS Parties of any representation and warranty in Section 3.1 if Lessee had actual knowledge that such representation and warranty was not true and correct
in any material respect at the time of the Closing, and no Lessee Indemnified Costs related thereto shall be aggregated for the purpose of Section 7.1(b)(i); 

(iii) The CCS Parties shall not have any liability for Lessee Indemnified Costs for breach of representations and
warranties in excess of the amounts specified in Section 7.1(c); 
 (iv) The obligations to indemnify
and hold Lessee harmless pursuant to Section 7.1(a) with respect to breaches of representations and warranties shall be subject to the limitations in Section 3.3; and 

(v) The liability of the CCS Parties for Lessee Indemnified Costs arising from Losses that are assessed against Lessee
arising out of any failure of the CCS Parties to obtain or file any Permit that was required to be obtained or filed by the CCS Parties prior to the Closing either to conduct the business of the CCS Parties in Missouri or to own or operate the New
Facility in Missouri shall not be limited to that portion of such Loss attributable to the time period prior to Closing. 
 (c)
The obligations of the CCS Parties under Section 7.1(a) shall be subject to the following limitations: 
 (i) The CCS Parties shall not have any liability for lost or disallowed Section 45 Credits relating to Refined Coal actually produced at the New Facility except for and to the extent that breaches of
the representations and warranties in Sections 3.1(a), (b), (c), (e), (g), (j), (n) and (o) give rise to such lost or disallowed credits; 

(ii) Except as otherwise provided in Section 7.1(c)(iii), the CCS Parties shall not have any liability for
Lessee Indemnified Costs for breaches of the representations and warranties in Sections 3.1(a), (b), (c), (e), (g), (j), (n) and (o) to the extent the aggregate amount of such
Losses exceeds the sum of three million dollars ($3,000,000) plus the Initial Term Fixed Rent Payments, Renewal Term Fixed Rent Payments and Contingent Rent Payments (as such terms are defined in the New Equipment Lease) paid under the New Equipment
Lease as of the relevant time of determination (the “CCS First Cap Amount”); 
 (iii) Except as
otherwise provided in Section 7.1(c)(iv), the CCS Parties shall not have any liability for Lessee Indemnified Costs for breaches of the representations and warranties in this Agreement (other than those in Sections 3.1(a),
(b), (c), (e), (g), (j), (n) and (o) of this Agreement) to the extent the aggregate amount of such Losses exceed three million dollars ($3,000,000) (the “CCS Second Cap
Amount”); and 
 (iv) The limitations of the CCS First Cap Amount and the CCS Second Cap Amount shall
not apply to Lessee Indemnified Costs resulting from (A) a breach of any representation or warranty contained in Section 3.1(i), (B) or any gross negligence, fraud or willful misconduct of any CCS Party or (C) any Third
Party Claim. 

  
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 Section 7.2 Indemnification of CCS Parties. 

(a) Lessee shall indemnify, defend and hold harmless the CCS Indemnified Parties from and against any and all CCS Indemnified Costs.

 (b) Lessee’s obligations under Section 7.2(a) shall be subject to the following limitations: 

(i) Lessee shall not have any liability for CCS Indemnified Costs for any breach by Lessee of any representations or
warranties in Section 3.2 unless and until the aggregate of all CCS Indemnified Costs relating thereto for which Lessee would, but for this clause (i), be required to indemnify the CCS Indemnified Parties exceeds on a
cumulative basis an amount (the “Lessee Basket Amount”) equal to $500,000, in which case, subject to clause (ii) of this subsection (b), Lessee shall be liable for the CCS Indemnified Costs incurred by the
CCS Indemnified Parties, but only to the extent such CCS Indemnified Costs exceed the Lessee Basket Amount; 

(ii) Lessee shall not have any liability for CCS Indemnified Costs for any breach of any representation and warranty in
Section 3.2 if any CCS Party had actual knowledge that such representation and warranty was not true and correct in any material respect at the time of the Closing and no CCS Indemnified Costs related thereto shall be aggregated for the
purpose of Section 7.2(b)(i); 
 (iii) Lessee shall not have any liability for CCS Indemnified Costs
for any breach of any representations and warranties to the extent the aggregate amount of all CCS Indemnified Costs for breaches of representations and warranties for which Lessee would otherwise be liable exceeds three million dollars ($3,000,000)
(the “Lessee Cap Amount”); provided, however, that the limitation of the Lessee Cap Amount shall not apply to any CCS Indemnified Costs resulting from (A) any gross negligence, fraud or willful misconduct of Lessee or
(B) any Third Party Claim; and 
 (iv) The obligations to indemnify and hold the CCS Indemnified Parties
harmless pursuant to Section 7.2(a) with respect to breaches of representations and warranties shall be subject to the limitations in Section 3.3. 
 Section 7.3 Notification of Claims. In the event that any Third Party Claim is hereafter asserted against an Indemnified Party as to which such Indemnified Party may be entitled to
indemnification hereunder, such Indemnified Party shall notify the Indemnifying Party promptly and in writing after (a) receipt of notice of commencement of any third-party litigation against such Indemnified Party, (b) receipt by such
Indemnified Party of written notice of any Third-Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (c) such Indemnified Party becomes aware of the existence of any other event in respect of
which Indemnification may be sought from the Indemnifying Party (such a notice, being a “Claims Notice”). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, shall include a copy
of the notice referred to in (a) and (b), above, and shall indicate the amount, if known, or an estimate, if possible, of Losses that have been or may be incurred or suffered. 

  
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 Section 7.4 Defense of Third-Party Claims. If an Indemnified Party’s claim
for indemnification under Section 7.1 or Section 7.2 is based on a Claim brought by a Third Party (a “Third Party Claim”), the Indemnifying Party shall have the right, at its sole cost and expense, to defend
such Third Party Claim in the name or on behalf of the Indemnified Party. Notwithstanding the foregoing, an Indemnified Party shall have the right (following notice to the Indemnifying Party) to retain its own counsel and control its defense of any
such Third Party Claim, with the reasonable fees and expenses to be paid by the Indemnifying Party if (a) representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate because of actual or
potential differing interests between such Indemnified Party and the Indemnifying Party; (b) the Indemnifying Party shall have failed to employ counsel to defend such Proceeding or otherwise failed to prosecute such defense with reasonable
diligence; or (c) the Indemnified Party shall have been advised by counsel chosen by it that there may be one or more legal defenses or counterclaims available to such Indemnified Party that are different from or additional to those available
to the Indemnifying Party in such Proceeding. If the immediately-preceding sentence is inapplicable (or if the Indemnified Party waives its right hereunder to defend such Third Party Claim), the Indemnified Party shall have the right to employ
separate counsel at its own cost and expense in the Proceeding and, in such event, shall and shall have the right to, consult with the Indemnifying Party regarding the defense thereof; provided that, except as otherwise provided herein, the
Indemnifying Party shall at all times control such defense of such Proceeding. If the Indemnifying Party assumes the defense of any such Third Party Claim, the Indemnifying Party may not settle or compromise the claim without the prior written
consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless the settlement or compromise includes a full release of all of the Indemnified Parties. The Indemnifying Party shall pay to or for
the benefit of the Indemnified Parties in cash the amount for which such Indemnified Parties are entitled to be indemnified within thirty (30) days after the settlement or compromise of such Third Party Claim or the final non-appealable
judgment of a court of competent jurisdiction. An Indemnifying Party shall not be liable for any settlement or compromise of any Third Party Claim without its consent. 
 Section 7.5 Other Claims. Any Indemnified Party that seeks indemnification under Section 7.1 or Section 7.2 for Losses that are not attributable to a Third Party Claim
shall notify the Indemnifying Party, stating the nature and basis of the Losses and, to the extent known, the actual or estimated amount thereof. The Indemnifying Party shall pay the amount of such Losses, as specified in such notice, in the manner
described in Section 7.6. 
 Section 7.6 Payment. Upon a determination that an Indemnifying Party is
liable for indemnification under Section 7.1 or Section 7.2 (by admission of the Indemnifying Party, agreement of the Indemnifying Party and Indemnified Party, or final determination by a court of competent jurisdiction not
subject to appeal), the Indemnifying Party shall pay to the Indemnified Party, within thirty (30) days after such determination, the amount of the Loss indemnified thereby. Upon the payment in full of any such Loss, the Indemnifying Party
making such payment shall be subrogated to the rights of the Indemnified Party against any other Person with respect to the subject matter of such Loss and of any claim or Proceeding relating thereto. 

Section 7.7 No Duplication. Any liability for indemnification under this Article VII shall be determined without
duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. 

  
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 Section 7.8 Sole Remedy. Except with respect to the remedies permitted under the
other Transaction Documents, the Parties agree that the sole and exclusive remedy of any Party hereto with respect to this Agreement, or any other claims relating to the New Facility or the events giving rise to this Agreement and the transactions
provided for herein or contemplated hereby, shall be limited to (a) the right to seek injunctive relief, rescission (only in the case of fraud or otherwise as provided herein), or specific performance of or as to any obligations under this
Agreement, and (b) the indemnification provisions set forth in this Article VII and, in furtherance of the foregoing, each Party hereby waives and releases the other Party from, to the fullest extent permitted under any applicable
Law, any and all rights, claims and causes of action it may have against the other Party except as provided in this Section 7.8; provided that no Party shall be entitled to receive a duplicate amount for any claim submitted both
under this Agreement and under any other Transaction Document. 
 Section 7.9 General Limitation of Damages. IN NO
EVENT SHALL ANY PARTY BE LIABLE UNDER ANY PROVISION OF THIS AGREEMENT FOR ANY LOST BUSINESS OPPORTUNITIES OR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES INCURRED OR SUFFERED BY AN INDEMNIFIED PERSON; provided, however, that this
Section 7.9 shall not limit an Indemnified Person’s right to indemnification pursuant to Section 7.1 or Section 7.2 for any such Losses (a) that the Indemnified Person is legally required to pay to
another Person as a result of a Claim or Proceeding (including Losses resulting from Third Party Claims), or (b) that constitute lost Section 45 Credits, but only to the extent provided by and subject to the limitations of this Agreement.

 Section 7.10 After-Tax Basis. All indemnification payments made pursuant to this Article VII shall be
treated as an adjustment to the price paid under the taxable installment sale, unless an independent tax counsel selected jointly by the Parties advises that such treatment is more likely than not incorrect. In such a case, all indemnification
payments made pursuant to this Article VII will be calculated and paid on an After-Tax Basis. 
 Section 7.11
No Double Recovery. Notwithstanding anything contained in this Agreement, the Agreement to Lease, the Existing Lease, the Operation and Maintenance Agreement, the Chemical Additive Supply Agency Agreement, the Technology Sublicense, the
Existing Guaranties or any other Transaction Document to the contrary, no Lessee Indemnified Party or CCS Indemnified Party shall be entitled to indemnification or reimbursement under this Agreement for any amounts (including Losses) if such Lessee
Indemnified Party or CCS Indemnified Party, as applicable, has made a claim for indemnification or reimbursement under the Agreement to Lease, the Existing Equipment Lease, the Operation and Maintenance Agreement, the Chemical Additive Supply Agency
Agreement, the Technology Sublicense, the Existing Guaranties or any other Transaction Document (other than this Agreement) with respect to the same subject matter or breach giving rise to such claim, whether such claim resulted from an obligation
to indemnify or an obligation to pay damages (including any liquidated damages). For the avoidance of doubt, any amounts received by a Lessee Indemnified Party or CCS Indemnified Party, as applicable, from a party under the Agreement to Lease, the
Existing Lease, 

  
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the Operation and Maintenance Agreement, the Chemical Additive Supply Agency Agreement, the Technology Sublicense, the Existing Guaranties or any other Transaction Document (other than this
Agreement) that a Party is obligated to pay under this Agreement, shall be deducted from amounts owed to such Lessee Indemnified Party or CCS Indemnified Party, as applicable, pursuant to this Agreement to the extent such amount relates to a claim
that arose from the same subject matter or breach giving rise to such claim. 
 ARTICLE VIII 

TERMINATION; EFFECT OF TERMINATION 
 Section 8.1 Termination. This Agreement may be terminated prior to the Closing only as follows: 
 (a) by mutual written consent of the Parties; or 
 (b) by either Party by
delivering written notice to the other Party: 
 (i) if (A) any Law shall make the consummation of the
transactions contemplated hereby illegal or otherwise prohibited; or (B) a court of competent jurisdiction or other Governmental Authority shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the
Parties shall use their reasonable efforts to lift or vacate), in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and the other Transaction Documents, and such order, decree,
ruling or other action shall have become final and non-appealable; 
 (ii) if a Section 45 Change occurs;
or 
 (iii) if all conditions precedent to the Closing under Article V shall not have been satisfied
(or waived by the applicable Party) by 5:00 p.m., local Houston, Texas time, on December 31, 2011; provided, however, that the right to terminate this Agreement under this clause (iii) shall not be available to any Party that
(A) proximately contributed to the occurrence of the failure to satisfy such conditions precedent by such date and time, or (B) failed to use all reasonable efforts to satisfy such conditions precedent; provided further, however,
that Lessee’s refusal to deliver the Acceptance in accordance with Section 2.1(c) shall not affect Lessee’s right to terminate this Agreement. 
 The right of any Party to terminate this Agreement pursuant to this Section 8.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any
Party hereto, any Person controlling any such Party or any of their Representatives whether prior to or after the execution of this Agreement. Notwithstanding anything in this Section 8.1 to the contrary, no Party that is in material
breach of this Agreement shall be entitled to terminate this Agreement except with the written consent of the other Party. 

  
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 Section 8.2 Effect of Termination. In the event of termination of this Agreement
pursuant to Section 8.1: 
 (a) This Agreement shall become null and void and of no further effect and there shall be
no liability or obligation hereunder on the part of the CCS Parties or Lessee, except (i) any Party nevertheless shall be entitled to seek any remedy to which it may be entitled at Law or in equity for the violation or breach by any other Party
of any agreement or covenant (but not any representation or warranty) contained in this Agreement that occurs prior to the termination; (ii) the provisions of this Section 8.2, Article VII and Article IX (and
all associated defined terms) shall survive any such termination; and (iii) each Party shall within five (5) days after such termination redeliver all documents, work papers and other materials of the other Parties relating to the
transactions contemplated hereby, whether so obtained before or after the execution hereof, to the Party furnishing the same; 

(b) If the New Facility has been installed at the Site prior to termination of this Agreement pursuant to Section 8.1, the
CCS Parties shall cause the New Facility to be removed from the Site and shall cause the Existing Facility to be re-installed at the Site in the same configuration as it existed immediately prior to its removal from the Site; 

(c) Unless otherwise terminated pursuant to its terms, the Existing Equipment Lease shall continue in its full force and effect; and

 (d) The CCS Parties shall be entitled to use, operate, sell, lease, transfer or otherwise dispose of the New Facility, at
such other location as the CCS Parties may determine, all in their sole and absolute discretion. 
 ARTICLE IX

 GENERAL PROVISIONS 
 Section 9.1 Confidentiality. 
 (a) Each Party shall maintain the terms
of this Agreement in confidence and shall not disclose any information concerning the terms, performance or administration of this Agreement to any other Person; provided that a Party may disclose such information: (i) to any of such
Party’s Group, (ii) to any prospective member of such Party’s Group, (iii) to any actual or prospective purchaser of all or a portion of such Party’s interest in the New Facility and (iv) to any Person providing or
evaluating a proposal to provide financing to the recipient Party or any direct or indirect owner of such Party; provided in each case that the recipient Party shall provide to each Person to which disclosure is made a copy of this
Section 9.1 and direct such Person to treat such information confidentially, and the recipient Party shall be liable for any breach of the terms of this Section 9.1 by such Persons to which it makes any such disclosure. The
foregoing restrictions will not apply (A) to information that is or becomes generally available to the public otherwise than as a result of disclosure by the recipient Party, (B) to information that is already in, or subsequently comes
into, the recipient Party’s possession, provided that the source of such information was not, to the recipient Party’s knowledge, obligated to keep such information confidential, (C) to information that is required to be
disclosed pursuant to Law or stock exchange rules and regulations or is otherwise subject to legal, judicial, regulatory or self-regulatory requests for information or documents or (D) subject to Section 9.1(b) below, to the Tax
structure or Tax treatment of the transactions under this Agreement. 

  
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 (b) Each Party may disclose to any and all Persons, without limitation of any kind, the Tax
treatment and Tax structure of the transactions under this Agreement; provided, however, that any such information is required to be kept confidential to the extent necessary to comply with any applicable securities laws. The Tax structure
and Tax treatment of the transaction includes only those facts that may be relevant to understanding the purported or claimed U.S. federal and state income Tax treatment or Tax structure of the transactions under this Agreement and, to eliminate any
doubt, therefore specifically does not include information that either reveals or standing alone or in the aggregate with other information so disclosed tends of itself to reveal or allow the recipient of the information to ascertain the identity of
any parties involved in any of the Transactions contemplated by this Agreement or the other Transaction Documents. 
 (c) If any
Party is required to disclose any information required by this Section 9.1 to be maintained as confidential in a judicial, administrative or governmental proceeding, such Party shall give the other Party at least ten (10) days’
prior written notice (unless less time is permitted by the applicable proceeding) before disclosing any such information in any said proceeding and, in making such disclosure, the Party required to disclose the information shall disclose only that
portion thereof required to be disclosed and shall cooperate with the other Party in the other Party’s attempts to seek to preserve the confidentiality thereof, including if such Party seeks to obtain protective orders and/or any intervention.

 Section 9.2 Further Actions. After the Closing Date, each of the Parties shall execute and deliver such other
certificates, agreements, conveyances and other documents, and take such other action, as may be reasonably requested by the other Party in order to (a) transfer and assign to, and vest in, Lessee a valid leasehold interest in the New Facility
pursuant to the terms of this Agreement or (b) otherwise carry out the intent and purpose of this Agreement and the other Transaction Documents. 
 Section 9.3 Amendment, Modification and Waiver. This Agreement may not be amended or modified except by an instrument in writing signed by each of the Parties. Any failure of a Party to comply
with any obligation, covenant, agreement or condition of such Party contained herein may be waived only if set forth in an instrument in writing signed by the Party to be bound thereby, but such waiver or failure to insist upon strict compliance
with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any other failure. 
 Section 9.4 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of applicable Law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein are not affected in any manner materially adverse to either Party. Upon
such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a
mutually acceptable manner in order that the transactions contemplated herein are consummated as originally contemplated to the fullest extent possible. 

  
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 Section 9.5 Expenses and Obligations. Except as otherwise expressly provided in
this Agreement, all costs and expenses incurred by the Parties in connection with this Agreement and the consummation of the transactions contemplated hereby shall be borne solely and entirely by the Party which has incurred such expenses.

 Section 9.6 Binding Effect; Third Parties. This Agreement shall be binding upon and, except as provided below,
inure solely to the benefit of each Party and its successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other Person (other than the Lessee Indemnified Parties and CCS Indemnified Parties
as provided in Article VII) any rights or remedies of any nature whatsoever under or by reason of this Agreement). 

Section 9.7 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if
delivered personally, by a nationally recognized overnight courier, by facsimile or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other address for a Party as shall be
specified by like notice): 
 If to Lessee, to: 
 GS RC Investments LLC 
 c/o Goldman Sachs & Co. 

200 West Street 

New York, New York 10282 
 Attention: Michael Feldman 
 Fax: (212) 428-3868 

Email: michael.feldman@gs.com 
 With a copy (which shall not constitute notice) to: 
 Vinson & Elkins
L.L.P. 
 1001 Fannin Street, Suite 2500 
 Houston, Texas 77002-6760 
 Attention: F. B Cochran III 

Fax: (713) 615-5368 
 Email: fcochran@velaw.com 

  
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 If to the CCS Parties, to: 

Clean Coal Solutions, LLC 
 Woods Mill Point, Suite 250 
 425 S. Woods Mill Road 

Town and Country, MO 63017 
 Attention: Jerry Daseler 
 Fax: (636) 681-1884 

Email: jdaseler@sbcglobal.net 
 With copies to (which shall not constitute notice): 
 Hogan Lovells US LLP

 1200 Seventeenth Street, Suite 1500 
 Denver, CO 80202 
 Attention: Tyler Harvey 

Fax: (303) 899-7333 
 Email: tyler.harvey@hoganlovells.com 
 and 

Clean Coal Solutions, LLC 
 3300 South Parker Road, Suite 310 
 Aurora, CO 80014 

Attention: Brian Humphrey 
 Fax: (303) 751-9210 
 Email: bhumphrey@nexgen-group.com 

All notices and other communications given in accordance herewith shall be deemed given (a) on the date of delivery, if hand delivered, (b) on
the date of receipt, if faxed (provided a hard copy of such transmission is dispatched by first class mail within forty-eight (48) hours), (c) three (3) Business Days after the date of mailing, if mailed by registered or certified
mail, return receipt requested, and (d) one (1) Business Day after the date of sending, if sent by a nationally recognized overnight courier; provided, however, that a notice given in accordance with this
Section 9.7 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed given on the next Business Day in that place. 

Section 9.8 Knowledge. The term “knowledge” when used in the phrases “to the knowledge of the CCS Parties” or
“the CCS Parties have no knowledge” or words of similar import shall mean, and shall be limited to, the actual knowledge of the individuals listed on Schedule 9.8 after reasonable investigation and due inquiry. 

Section 9.9 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more
counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need
not sign the same counterpart. 

  
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 Section 9.10 Entire Agreement. This Agreement, the Agreement to Lease, the
Operation and Maintenance Agreement, the Chemical Additive Supply Agency Agreement, the Technology Sublicense and the other Transaction Documents shall constitute the entire agreement between the Parties hereto relating to the subject matter hereof
and in this Agreement, the Agreement to Lease, the Operation and Maintenance Agreement, the Chemical Additive Supply Agency Agreement, the Technology Sublicense and the other Transaction Documents. No modification of this Agreement or waiver of any
provision hereof shall be binding unless the modification or waiver shall be in writing and signed by the Parties hereto. 

Section 9.11 Governing Law; Choice of Forum; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF, INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION
OF ANY STATE OR FEDERAL COURT IN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND CONSENT TO THE SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW. EACH PARTY
HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO A DISPUTE AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO. 

Section 9.12 Private Letter Ruling. If Lessee or any of its Affiliates decides to pursue a request for a PLR, determination
letter, Pre-Filing Agreement or other written guidance from the IRS (the “IRS Guidance”) with respect to any aspect of the transactions contemplated by this Agreement or any of the other Transaction Documents or in relation to the
New Facility, the Parties shall consider in good faith and make such amendments to this Agreement as may be necessary to permit Lessee to obtain the IRS Guidance. Neither Party shall be required to agree to any such amendment that it reasonably
determines, in good faith, is adverse to such Party in any material respect; provided that Lessor shall not withhold its agreement to any such amendment if Lessee has agreed to fully compensate Lessor for any adverse economic effect on Lessor
resulting from such amendment and such amendment would not cause any material adverse effect on Lessor for which it cannot adequately be compensated by Lessee; and provided further, that if Lessee requests a PLR from the IRS with respect to
the New Facility before the date that is ninety (90) days after the Closing Date and Lessee thereafter receives a PLR from the IRS with respect to the Existing Facility but is unable to obtain a PLR from the IRS with respect to the New
Facility, the New Facility will be exchanged for the Existing Facility, the provisions of Section 8.2 shall apply, the Existing Equipment Lease shall be reinstated and the Parties shall execute and deliver all other agreements and
documents necessary or desirable to effectuate re-installation, operation and use of the Existing Facility in accordance with the terms of the Existing Equipment Lease. 
 Section 9.13 Publicity. Lessor agrees that it will not, without the prior written consent of Lessee, (a) use in advertising, publicity or otherwise the name of GS, or any Affiliate
thereof (including Lessee), or any partner or employee of GS, or any Affiliate thereof (including Lessee), or any trade name, trademark, trade device, service mark, symbol or any abbreviation,


  
 32 









 
contraction or simulation thereof owned by GS, or any Affiliate thereof (including Lessee), or (b) represent, directly or indirectly, that any product or any service provided by Lessor has
been approved or endorsed by GS, or any Affiliate thereof (including Lessee). No public announcement of any kind regarding the existence or terms of this Agreement shall be made without the prior written consent of the Parties. For the avoidance of
doubt, nothing in this Section 9.13 shall limit Lessor’s obligation to disclose information pursuant to Section 9.1. 
 Section 9.14 Assignment. No Party shall assign or otherwise transfer this Agreement or any of its rights hereunder without the prior written consent of the other Parties, and any purported
Assignment made without such prior written consent shall be void. Notwithstanding the foregoing: 
 (a) Any Party may, without
the need for consent from the other Parties, make an assignment of this Agreement to an Affiliate of such Party; provided that such Affiliate assumes all of the obligations of the Party making the Assignment and the Lessor Parent Guaranties
or the Lessee Parent Guaranty remain in effect, as applicable, with respect to the obligations of such Affiliate, and in such event the assigning Party shall be released from its obligations under this Agreement, except for those obligations that
arose prior to such assignment; 
 (b) Lessee may, without the need for consent from either of the CCS Parties, make an
Assignment of this Agreement to any Person (i) succeeding to all or substantially all of its assets, provided such Person has, or its obligations under this Agreement are guaranteed by a Person who has, an Investment Grade rating, or
(ii) after December 31, 2019 if the Section 45 Credit for Refined Coal produced by the New Facility has been extended beyond such date; and 
 (c) Lessor may, with the prior written consent of Lessee, make an assignment of this Agreement to any Person succeeding to all or substantially all of its assets; provided that (i) the
acquiring Person assumes all obligations of Lessor hereunder, and (ii) either (A) the Lessor Parent Guaranties remain in full force and effect with respect to the Person succeeding to all or substantially all of Lessor’s assets, or
(B) the Lessor Parent Guaranties are replaced by a new guaranty or guaranties on the same terms as the Lessor Parent Guaranties covering such assumed obligations from a Person having an Investment Grade rating, and in such event Lessor shall be
released from its obligations under this Agreement, except for those obligations that arose prior to such assignment. 

Section 9.15 Appendices, Schedules and Exhibits. All Appendices, Schedules and Exhibits hereto which are referred to herein
are hereby made a part hereof and incorporated herein by such reference. 
 [Signature page follows.] 

  
 33 









 IN WITNESS WHEREOF, each Party has caused this Agreement to be executed on its behalf as of
on the day and year first above written. 
  

			
	CLEAN COAL SOLUTIONS, LLC
		
	By:	 	/s/ Clayt M. Reynolds
	Name:	 	Clayt M. Reynolds
	Title:	 	Authorized Signatory
	
	AEC-TH, LLC
		
	By:	 	 Clean Coal Solutions, LLC,
 its managing member

		
	By:	 	/s/ Clayt M. Reynolds
	Name:	 	Clayt M. Reynolds
	Title:	 	Authorized Signatory
	
	GS RC INVESTMENTS LLC
		
	By:	 	/s/ Michael Feldman
	Name:	 	Michael Feldman
	Title:	 	Authorized Signatory


 Signature Page to 
 Exchange Agreement (Thomas Hill) 







 EXHIBIT A 
 DESCRIPTION OF THE EXISTING FACILITY 
 All fixtures, equipment, machinery,
parts and software and other property constituting the refined coal production facility, consisting specifically of the following components: a CyClean A hopper feeder system; a CyClean B liquid tote, chemical pumps and heated transfer hoses; bucket
elevators; weigh belt conveyors; motor control center; programmable logic control system; and all associated valves, fittings, control systems and related components, and located at the Thomas Hill Energy Center owned by Associated Electric
Cooperative, Inc. and located at 5693 Highway F, Clifton Hill, Missouri 65244 including, without limitation, the equipment, parts, and other materials set forth below. 
 AEC-TH, LLC 
 Refined Coal Production Facility 

 

									
	 TAG NUMBER
	  	DESCRIPTION	  	LOCATION	  	MANUFACTURER	  	MODEL NUMBER
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	NA
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	NA
	 *
	  	*	  	*	  		  	
	 *
	  	*	  	*	  	*	  	NA
	 *
	  	*	  	*	  		  	
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	NA
	 *
	  	*	  	*	  	*	  	NA
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	NA
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  		  	
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  	*	  	*
	 *
	  	*	  	*	  		  	
	 *
	  	*	  	*	  	*	  	*
		  	*	  		  	*	  	N/A
	 N/A
	  	*	  	*	  	N/A	  	N/A
	 N/A
	  	*	  	*	  	*	  	*
	 N/A
	  	*	  	*	  	*	  	*
	 N/A
	  	*	  		  	*	  	*

 Exhibit A 







 EXHIBIT B 
 DESCRIPTION OF THE NEW FACILITY 
 All fixtures, equipment, machinery, parts and software,
and other property constituting the refined coal production facility, consisting of the following components: a CyClean A granular material feed hopper system including weigh belt conveyors; the CyClean A equipment support and enclosure; a CyClean B
liquid tote and containment; chemical pumps and associated chemical delivery system plumbing; motor control center; programmable logic control system; and all associated valves, fittings, equipment; located at the Thomas Hill Energy Center owned by
Associated Electric Cooperative, Inc. and located at 5693 Highway F, Clifton Hill, Missouri 65244 including, without limitation, the equipment, parts, and other materials set forth below: 

 

							
	TAG NO.	  	EQUIPMENT NAME	  	Manufacturer	  	Model Number
	 *
	  	*	  	*	  	N/A
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	N/A
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	N/A
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	N/A
	 *
	  	*	  	*	  	N/A
	 *
	  	*	  	*	  	N/A
	 *
	  	*	  	*	  	N/A
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	N/A
	 *
	  	*	  	*	  	*
	 *
	  	*	  	*	  	N/A
	 *
	  	*	  	*	  	N/A

 Exhibit B 







 EXHIBIT C 
 FORM OF NEW EQUIPMENT LEASE 
 Filed as Exhibit 10.48 to this Report on Form
10-K 







 EXHIBIT D 
 FORM OF OMNIBUS AMENDMENT 
 OMNIBUS AMENDMENT #3 

TO TRANSACTION DOCUMENTS 
 THIS OMNIBUS AMENDMENT #3 (this “Amendment”) is dated as of December 14, 2011 (the “Effective Date”) and made by and between Clean Coal Solutions Services,
LLC, a Colorado limited liability company (“Clean Coal”), and GS RC Investments LLC (“GS RC”), a Delaware limited liability company. 
 RECITALS: 
 WHEREAS, GS RC and Clean Coal have previously entered
into each of the following agreements: (i) that certain Operating and Maintenance Agreement for the Thomas Hill facility dated as of June 29, 2010 (the “Thomas Hill O&M Agreement”), and (ii) that certain Chemical
Additives Supply Agency Agreement for the Thomas Hill facility, dated as of June 29, 2010 (the “TH Chemical Supply Agreement,” and together with the Thomas Hill O&M Agreement, collectively, the “Transaction
Documents”). 
 WHEREAS, GS RC and AEC-TH, LLC (“AEC-TH”) have previously entered into that
certain Equipment Lease dated as of June 29, 2010 (the “Existing TH Equipment Lease”) whereby AEC-TH leased to GS RC a refined coal production facility (the “Existing TH Facility”). 

WHEREAS, simultaneously with the execution of this Amendment, GS RC and AEC-TH are entering into an agreement for the lease of a
redesigned refined coal production facility, newly constructed and owned by AEC-TH (the “New TH Facility”) and the termination of the Existing TH Equipment Lease. 

WHEREAS, GS RC and Clean Coal desire to amend each of the Transaction Documents as set forth herein. 

NOW, THEREFORE, in consideration of the foregoing recitals, the promises and agreements set forth in this Amendment, and other
good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), GS RC and Clean Coal agree as follows: 
 ARTICLE I 
 AMENDMENTS TO TRANSACTION DOCUMENTS 

Section 1.1 Amendments to Thomas Hill O&M Agreement. 

(a) The following new definitions are added to Annex I of the Thomas Hill O&M Agreement: 







 “Placed-in-Service Date” means the “placed-in-service” date of
the Refined Coal Plant within the meaning of the Refined Coal Guidance. 
 “Equipment Lease” means the
Equipment Lease, dated as of December 14, 2011, between Lessor and Lessee. 
 (b) Section 3.1 shall be deleted in its
entirety and replaced with the following provision: 
 “3.1 Term. Unless sooner terminated pursuant to the
terms of this Agreement, (a) the initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date and shall end on December 31, 2012, or any earlier date on which the Section 45 Credit expires,
and (b) this Agreement shall automatically renew at the end of the Initial Term for successive annual terms until the date that is ten years after the Placed-in-Service Date, and (c) provided that if the Section 45 Credit for Refined
Coal produced at the Refined Coal Plant has been extended beyond ten years from the Placed-in-Service Date, Lessee shall be entitled in its sole discretion to terminate this Agreement. If Lessee does not elect to exercise its termination right, this
Agreement shall continue to renew automatically annually until the Section 45 Credit expires with respect to Refined Coal produced in the Refined Coal Plant.” 
 (c) Exhibit B to the Thomas Hill O&M Agreement is hereby deleted in its entirety and replaced with Exhibit A, attached hereto. 
 (d) Exhibit A to Exhibit E of the Thomas Hill O&M Agreement is hereby deleted in its entirety and replaced with Exhibit B attached hereto. 

(e) Section A.1. of Exhibit G to the Thomas Hill O&M Agreement is hereby deleted in its entirety and replaced with the following:

 “All Risks Property Damage Insurance. All Risks Property Damage Insurance in an amount sufficient to cover 100%
of the replacement cost of the Refined Coal Plant and, at Lessee’s election and cost, Business Interruption Coverage. Such insurance shall include coverage for physical loss and/or damage to Lessee’s coal, while in stockpiles and/or on the
premises of the Refined Coal Plant, up to the full market value, at specific maximum per location limits to be mutually agreed to in writing no less than annually.” 
 Section 1.3 Amendments to TH Chemical Supply Agreement 
 (a) The
following new definitions are added to Annex I of the TH Chemical Supply Agreement: 
 “Placed-in-Service Date”
means the “placed-in-service” date of the Refined Coal Plant within the meaning of the Refined Coal Guidance. 







 “Equipment Lease” means the Equipment Lease, dated as of December 14,
2011, between Lessor and Lessee. 
 (b) Section 3.1(a) of the TH Chemical Supply Agreement shall be deleted in its entirety
and replaced with the following provision: 
 (a) Base Term. Unless sooner terminated pursuant to the terms of this
Agreement, (a) the initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date and shall end on December 31, 2012, or any earlier date on which the Section 45 Credit expires, and
(b) this Agreement shall automatically renew at the end of the Initial Term for successive annual terms until the date that is ten years after the Placed-in-Service Date, and (c) provided that if the Section 45 Credit for Refined Coal
produced at the Refined Coal Plant has been extended beyond ten years from the Placed-in-Service Date, Lessee shall be entitled in its sole discretion to terminate this Agreement. If Lessee does not elect to exercise its termination right, this
Agreement shall continue to renew automatically annually until the Section 45 Credit expires with respect to Refined Coal produced in the Refined Coal Plant.” 
 ARTICLE II 
 GENERAL PROVISIONS 

Section 2.1 Effectiveness and Ratification. All of the provisions of this Amendment shall be effective as of the
Effective Date. Except as specifically provided for in this Amendment, the terms of each of the Transaction Documents shall remain in full force and effect. In the event of any conflict or inconsistency between the terms of this Amendment and the
Transaction Documents, the terms of this Amendment shall prevail and govern. 
 Section 2.2 Entire Agreement.
This document contains the entire agreement between the parties hereto with respect to the subject matter hereof. There are no oral agreements between the parties hereto with respect to the subject matter hereof. 

Section 2.3 Governing Law. This Amendment shall be governed by and construed in accordance with the law of the State
of New York, without regard to the conflicts of law principles of such state. 
 Section 2.4 Counterparts.
This Amendment may be signed in two counterparts, each of which taken together shall constitute one instrument, and each of the parties hereto may execute this Amendment by signing either such counterpart. This Amendment shall become effective upon
execution by both of the parties hereto. A facsimile copy will be deemed an original. 
 [Signature page follows.] 







 IN WITNESS WHEREOF, Clean Coal and GS RC have caused this Amendment to be executed
and delivered as of the Effective Date. 
  

			
	CLEAN COAL SOLUTIONS SERVICES, LLC
		
	By:	 	 
	Name:	 	 
	Title:	 	 
	
	GS RC INVESTMENTS LLC
		
	By:	 	 
	Name:	 	 
	Title:	 	 









 EXHIBIT A 

EXHIBIT B 
 OPERATOR PERMITS 
 Thomas Hill Energy Center—Power Division 

 

															
	 	  	 	  	
Authority for lean Process
	  	 	  	 	  	 	  	 
	 Media
	  	 Regulatory

Program
	  	 Existing Permit
	  	 New
Permit
	  	 No Permit
	  	Permit ID	  	 Issuer
	  	 Determination Factors

	 Air
	  	NSR/PSD	  		  	X	  		  	122009-002	  	MDNR	  	Missouri Rule 10 CSR 10-6.060 requires facilities that are major emitters to obtain construction permits under the federally approved state implementation plan.
								
	 Air
	  	NSR/PSD	  		  	X	  		  	122010-011	  	MDNR	  	Missouri Rule 10 CSR 10-6.060 requires facilities that are major emitters to obtain construction permits under the federally approved state implementation plan. This permit
addresses the option under 1.F.2) of construction permit 122009-002 (above) and r
								
	 Air
	  	Tide V	  		  	X	  		  	OP1999169	  	MDNR	  	 This permit replaces the former Title V permit (0P1999169) and includes the conditions of NSR permit 122009-002. This permit will be
amended to replace the conditions of 122009-001 with those of 122010-012 according to an application dated May
 20 2011

								
	 Water
	  	NPDES	  	X	  		  		  	MO-007675	  	MDNR	  	Activity is allowed under provision of the existing permit. GS has taken the necessary actions to prevent any violations. AECI will monitor to insure compliance.
								
	 Waste
	  	Solid Waste	  	X	  		  		  	717502	  	MDNR	  	Activity is allowed under provision of the existing permit. GS has taken the necessary actions to prevent any violations. AECI will monitor to insure compliance.
								
	 Spill 
Protection
	  	SPCC	  		  		  	X	  	NIA	  	NIA	  	Thomas Hill has an approved SPCC plan. GS has supplied a SPCC plan for the CyClean B liquid additive. This plan has been incorporated into the plant SPCC plan.
								
	 Land
	  	Land 
Disturbance	  		  		  	X	  		  	MDNR	  	Area of concern is less than one acre. No permit required.
								
	 Zoning
	  	County or 
Local Zoning 
Requirement	  		  		  	X	  	NIA	  	NIA	  	No permit is required from a county or local entity.
								
	 Building Permits
	  	 Permits
 Required by
 local/county

statute
	  		  		  	X	  	NIA	  	NIA	  	No permit is required from a county or local entity.








 EXHIBIT B 

Filed as Exhibit B to this Exhibit 10.47 to this Report on Form 10-K 







 EXHIBIT E 
 FORM OF TECHNOLOGY SUB-LICENSE AMENDMENT 
 Filed as Exhibit 10.49 to this
Report on Form 10-K 







 EXHIBIT F 
 CERTIFICATION 
 [CCS letterhead] 

[DATE] 
 GSFS Investments I Corp. 

c/o Goldman Sachs & Co. 
 200 West
Street 
 New York, New York 10282 
  

	Re:	Certificate of Completion of Refined Coal Facility Testing 

 Dear Sirs: 
 Reference is made to that certain Exchange Agreement (the
“Agreement”), dated as of December 14, 2011, by and between GS RC Investments LLC, a Delaware limited liability company (“GS RC”), Clean Coal Solutions, LLC, a Colorado limited liability company (the
“Company”), and AEC-TH, a Colorado limited liability company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. 

Pursuant to the terms of the Agreement, we hereby certify, represent and warrant as follows: 

 

	1.	The testing of the refined coal production facility owned by the Company or one of its subsidiaries, identified by serial numbers
[            ] (the “Facility”) presently located at the Thomas Hill Energy Center near Clifton Hill, Missouri, owned and operated by Associated Electric
Cooperative, Inc. (the “Utility”), pursuant to the terms of that certain Demonstration Agreement, dated as of             , 201__, by and between the Utility and the
Company, was completed on [            , 201__] (the “Testing Completion Date”). 


 

	2.	No grants described in Section 45(b)(3)(A)(i) of the Code have been provided by the United States, a state, or a political subdivision of a state for use in
connection with all or part of the Facility within the meaning of such section. 

  

	3.	No proceeds of any issue of a state or local government obligation described in Section 45(b)(3)(A)(ii) of the Code have or will be used to provide financing for
all or part of the Facility within the meaning of such section. 

  

	4.	No subsidized energy financing (within the meaning of Section 45(b)(3)(A)(iii) of the Code) has been or will be provided in connection with all or part of the
Facility within the meaning of such section. 









	5.	No other federal tax credit has been or is allowed or allowable with respect to all or part of the Facility within the meaning of Section 45(b)(3)(iv) of the Code.


  

	6.	On or prior to the Testing Completion Date: 

  

	 	a.	the Company (or an Affiliate thereof) completed all testing of the Facility necessary, in the reasonable judgment of Company, to establish that the Facility was
operational; 

  

	 	b.	the Company obtained, or third parties obtained for the benefit of the Company, all permits necessary to operate the Facility; 


 

	 	c.	the Facility was being operated and controlled by the Company or an Affiliate thereof; 


 

	 	d.	the Company or an Affiliate thereof had legal ownership of the Facility; and 


 

	 	e.	the Facility was operational and producing Refined Coal in the quantities described in Exhibit A hereto. A copy of a verification statement verifying the output
of Refined Coal is attached hereto as Exhibit B. 

  

	7.	The owner of the Facility has conducted all necessary pre-operational testing, including emissions testing conducted using CEMS field testing (as defined in
Section 6.03(1) of the Internal Revenue Service Notice 2010-54) or such other testing method as agreed between Company and GS, and the results have been verified in accordance with section 6.03(1)(c) of Notice 2010-54. A copy of such
verification is attached hereto as Exhibit C. 

  

	8.	The owner of the Facility intends to claim the Section 45 Credit on its federal income Tax Return for the 2011 taxable year with respect to all Refined Coal
produced from the Facility that the owner of the Facility has sold to Unrelated Persons. The members of the owner of the Facility intend to claim on their federal income Tax Returns for the 2011 taxable year their allocable shares of all
Section 45 Credits claimed by the owner of the Facility to the extent permitted by Section 45 of the Code. 

  

	9.	Neither the owner of the Facility, nor any member of the owner of the Facility nor any Affiliate of any member thereof, intends to or has (A) taken any position in
any federal, state or local income Tax Return or filing that is inconsistent with any of the statements in this Certification; (B) filed Form 8275, Form 8275-R or any similar form described in Treasury Regulation §§ 1.6662-3(c) or
1.6662-4(f) in connection with the Section 45 Credit claimed by the owner of the Facility, any member of the owner of the Facility or any Affiliate of any owner of the Facility or any member of any owner of the Facility with respect to Refined
Coal produced from the Facility that the owner of the Facility sold to Unrelated Persons; or (C) filed Form 8886 or similar form described in Treasury Regulation § 1.6011-4(c)(6) or participated in a “reportable transaction” as
defined in Treasury Regulation § 1.6011-4 involving the Facility. 









	10.	Attached to this certificate as Exhibit D are all capital expenditures made with respect to the Facility, (A) on or before the Testing Completion Date, and
(B) after the Testing Completion Date (if any). 

  

	11.	Attached to this certificate as Exhibit E are the original cost and fair market value, as of the date of this Certificate, of any used equipment incorporated
into the Facility. 

 This certificate is executed and delivered on behalf of the Company by a duly authorized signatory of the
Company as of the date first above written. 
  

			
	CLEAN COAL SOLUTIONS, LLC
		
	By:	 	
	Name:	 	
	Title:	 	








 Exhibit A 
 To Certification 
 Refined Coal Production 

 

			
	 Date
	 	 Refined Coal Production (Tons)

		
		 	
	  
	 	  

		
		 	
		
	  
	 	  

		
		 	
		
	  
	 	  

		
		 	
		
	  
	 	  

		
		 	
		
	  
	 	  

		
		 	
		
	  
	 	  



  
 Exhibit A to
Exhibit F 








 Exhibit B 
 To Certification 
 Certificate of Refined Coal Production 

[CCS letterhead] 
 [DATE]

 GSFS Investments I Corp. 
 c/o
Goldman Sachs & Co. 
 200 West Street 
 New York, New York 10282 
  

	Re:	Verification of Refined Coal Production 

 Dear
Sirs: 
 Reference is made to that certain Certificate of Completion of Refined Coal Facility Testing (the
“Certificate”) dated as of December 14, 2011, given by Clean Coal Solutions, LLC, a Colorado limited liability company (the “Company”) to GS RC Investments, LLC, a Delaware corporation (“GS
RC”). 
 In accordance with the Certificate, we hereby verify the refined coal production on Exhibit A to the
Certificate. 
 This Certificate is executed and delivered on behalf of the Company by a duly authorized signatory of the
Company as of the date first above written. 
  

			
	CLEAN COAL SOLUTIONS, LLC
		
	By:	 	
	Name:	 	
	Title:	 	


  
 Exhibit B to
Exhibit F 








 Exhibit C 
 To Certification 
 Verification of Emissions Testing Results 

This letter provides verification of the testing witnessed by [VERIFIER] (“Verifier”) for Clean Coal Solutions, LLC
(“CCS”) as an independent professional engineering service regarding the refined coal production facility installed at [SITE] located at [ADDRESS] owned by Associated Electric Cooperative, Inc. (the “Utility”). The
tests were conducted during the period from [DATE] to [DATE] (“Testing Period”). This verification is in accordance with IRS Notice 2010-54. 
 At the time of the testing the Facility was operated on a contract basis by Clean Coal Solutions Services, LLC, a Colorado limited liability company (“CCSS”) on behalf of CCS and [AEC-TH,
LLC or AEC-NM, LLC]. 
 During the Testing Period, the Owner, by itself and through its contractors, operated the Facility on a daily,
continuous basis for purposes of producing “refined coal” meeting the requirements of Section 45(c)(7) of the Internal Revenue Code of 1986, as amended (the “Code”), and meeting the requirements and specifications set forth
in this certificate, in part, through the application of CyCleanTM, which consists of a solid additive (“CyCleanTM A”) and a liquid additive (“CyCleanTM B”), to coal feedstock consisting of Powder River
Basin sub-bituminous coal (the “Feedstock Coal”). 
 During the operating period, the Owner and its contractors were in charge
of emissions testing performed in accordance with an established operating process. Verifier observed the testing as an independent professional engineer to witness the results. The Owner and its contractors were responsible for establishing plant
operating conditions with Feedstock Coal and Refined Coal (defined below) and verifying nitrogen oxide (“NOx”) and mercury emission reductions achieved during the Testing Period as a result of burning the Refined Coal. 

Verifier was physically present at the site from [DATE] to [DATE] and ensured that the reported data is representative of the data observed during the
tests. During this time, CCSS staff worked with the Utility to establish baseline NOx and mercury emissions on [DATE] and to establish similar conditions to measure NOx and mercury emissions while burning CyCleanTM refined coal during the Test
Period on [DATE]. Boiler performance and operability were monitored carefully during the emissions test to assure that the emission reductions did not cause other system problems. 
 Based upon the foregoing, Verifier hereby certifies the following during the Testing Period: 
  

	1.	The Facility produced a solid fuel from the Feedstock Coal (the “Refined Coal”). 


 

  
 Exhibit C to
Exhibit F 









	2.	The Refined Coal demonstrated a reduction of greater than 20 percent of the emissions of NOx and greater than 40 percent reduction of the emissions of mercury
(collectively, the “Emission Reductions”) released when burning the Refined Coal (excluding any dilution caused by materials combined or added during the production process), as compared to the emissions released when burning the
Feedstock Coal. Actual emission reductions for NOx were measured at approximately [__] percent below the baseline. Actual emissions of mercury were measured at [__] percent below the baseline measurements. 


 

	3.	The Emission Reductions were determined by comparing the emissions that resulted when the Feedstock Coal and the Refined Coal were used to produce the same amounts of
useful thermal energy. The CyCleanTM A and CyCleanTM B additives do not contain organic material, and therefore, the CyClean additives do not increase the thermal energy of the Feedstock Coal. 


 

	4.	The Emission Reductions were determined in accordance with the provisions of Sections 6.01 and 6.02 of Notice 2010-54 during field testing using a continuous emission
monitoring system (“CEMS”), meeting the requirements of Section 6.03(1)(a)(i) through (iv) and (b) of Notice 2010-54, specifically to the following requirements: 


 

	 	(a)	the boiler used to conduct the emissions testing was coal-fired and steam-producing and is of a size ([__] MW) and type commonly used in commercial electric power
generation operations; 

  

	 	(b)	emissions were measured using mercury and NOx CEMS; 

  

	 	(c)	the CEMS conformed to applicable United States Environmental Protection Agency (“EPA”) standards; 


 

	 	(d)	Other than operating conditions that are directly attributable to changing from feedstock coal to refined coal such as adjustments to primary and secondary air, that
are consistent with good pollution control practices, emissions from the boiler using both the Feedstock Coal and the Refined Coal were measured at the same operating conditions and over a period of at least 3 hours during which the boiler was
operating at a steady state and at least 90 percent of full load; 

  

	 	(e)	emissions of mercury were measured upstream of any SO2 scrubber or mercury control device, or, if mercury emissions were measured downstream of any SO2 scrubber, then
the SO2 scrubber was operated under the same operating conditions throughout the Testing Period, and downstream of the electrostatic precipitator, which was operated under the same operating conditions throughout the Testing Period (see operating
data attached as Exhibit A to this verification statement showing continuous secondary voltage and current and number of fields in operation); and 

  

	 	(f)	emissions of NOx were measured upstream of post-combustion NOx controls. 

  

	5.	I have no direct or indirect ownership interest in CCS or CCSS. 


  
 Exhibit C to
Exhibit F 









	6.	[NAME] witnessed the emissions testing on site. I have reviewed the emissions test data and verified with [NAME] the results as reported. 


 

	7.	I am a licensed professional engineer, registered in the State of [STATE]. 


 

	8.	I have extensive experience in combustion and environmental engineering and I have the qualifications required by Section 6.03(1) of Notice 2010-54 to perform this
verification. 

 I understand and agree that this Verification of Emission Testing Results for the Facility located at [POWER
PLANT] may be relied upon by CCS, the Owner and their respective members, managers, successors, and assigns. 
 Under penalties of perjury, I
declare that I have examined this verification statement and, to the best of my knowledge and belief, it is true, correct and complete. 

Dated: [DATE] 
 [NOTARIZED SIGNATURE]


  
 Exhibit C to
Exhibit F 








 Exhibit D 
 To Certification 
 Capital Expenditures 

  
 Exhibit D to
Exhibit F 








 Exhibit E 
 To Certification 
 Used Equipment Incorporated into the Facility 


  
 Exhibit E to
Exhibit F 








 EXHIBIT G 
 DUE DILIGENCE REQUEST LISTS 
 Due Diligence Request List for Refined
Coal Projects 
 Purpose: 
 The purpose of this document is to describe the key areas of due diligence and the items requested for review of Clean Coal Solutions, LLC (“Clean Coal Solutions”)
and its affiliates in connection with two refined coal projects (Thomas Hill and New Madrid) (the “projects”) and the entities associated therewith. The checklist is divided into various disciplines. Please provide the
names of key contact persons from Clean Coal Solutions for each discipline.  
 Section 1. Financial Materials:

  

	1.	Audited Financial Statements—Provide all income statements and balance sheets (quarterly and annual statements) for the project entities, if any.


  

	2.	Project Financials—Provide each project’s income statement and balance sheet, if any. 


 

	 	a.	Revenue breakdown 

  

	 	b.	Expenses breakdown—O&M, major maintenance / capex expenses, license fees, etc. 


 

	 	c.	Other expenses—Royalties, property tax, , insurance, other expenses 

  

	3.	Budgets—Provide copies of all construction, maintenance, capital expenditure, operating and other budgets for the projects. 


 

	4.	Guaranties—Provide copies of all guaranties, keep wells and other agreements evidencing support for any debt. 


 

	5.	Pro Forma—Copy of full pro forma financial models for the projects. 

 Section 2. Project Documents: 
  

	1.	Latest drafts of all agreements with Associated Electric Cooperative, Inc. or its affiliates (collectively, “AECI”) — this includes the
Demonstration Agreement and any related correspondence. 

  

	2.	Leases—Provide copies of all equipment or land leases and easements. 

  


	3.	O&M and Services Agreements—Provide copies of all operation and maintenance agreements, if any. 


 

	4.	Construction/Procurement—Provide all contracts and subcontracts related to the construction of the projects and any related procurement, engineering or services
agreements. Please confirm that all construction-related agreements are set forth in data room. 

  

	5.	Other Project Agreements—Provide copies of all other material project agreements for the projects. Please provide or confirm that all other material project
agreements have been received. 

  

	6.	Assignment of all equipment warranties/obligation to submit warranty claims with respect to both facilities. 


 

	7.	The purchase orders with contractors for each of the projects, including any Lien Release and Waiver forms that are not executed. 


  
 Exhibit G









 Section 3. Energy Regulation: 

 

	1.	Regulatory Approvals – Provide a list of all current and pending energy regulatory permits, licenses and other approvals for the projects, and copies of all such
approvals, including approvals related to the projects’ status. 

  

	2.	Disputes – Provide a description of all previous, current and pending disputes with governmental agencies or others related to energy regulatory matters with
respect to the projects, and copies of all associated documentation. 

 Section 4. Environmental Matters:

  

	1.	Regulatory Agencies – Provide a list of all environmental regulatory agencies and other entities that currently regulate the projects with respect to environmental
matters. 


	2.	NOVs – Provide copies of all notices of violation, requests for information and similar notices received from governmental agencies or others alleging violation of
or potential non-compliance with environmental laws or regulations by the projects. 


	3.	Project site – Provide copies of documents identifying environmental conditions affecting the project sites, including any subsurface contamination or
environmental problems at the host facility that could affect the project sites. 


	4.	Correspondence – Provide copies of all material correspondence with, notices and reports received from or provided to, filings with and other materials received
from or provided to environmental regulatory agencies related to the projects. 


	5.	Hazardous Materials – Provide a description of all “hazardous materials” (as defined in applicable environmental laws) used in connection with the
operation of the projects. 


	6.	Wastes – Provide information on all wastes generated by the projects and a description regarding how such wastes are handled, including a description of any waste
recycling or disposal arrangements. 


	7.	Reports – Provide copies of all environmental reports prepared for the projects or addressing environmental conditions relating to the project sites.



	8.	Other Materials – Provide copies of any other material documents related to environmental matters for the projects, including air quality, water withdrawal,
wastewater, solid waste disposal and other permits, as well as any agreements with the host facility or other parties that may impose environmental obligations with respect to the projects. 


	9.	Provide Material Safety Data Sheets (MSDS) for CyClean A and CyClean B. 


	10.	Provide copies of the permit applications for and material correspondence with the applicable regulatory agency related to the Permits to Construct authorizing
construction of and air emissions from the projects. 


	11.	Provide copies of the NPDES Permits for each of the projects. 


	12.	Provide copies of the Title V Operating Permits for each of the projects. 

 Section 5. Insurance: 
  

	1.	Policies – Provide copies of all policies, binders and certificates evidencing the insurance coverage for the projects. 


 

	2.	Claims – Provide a description of all claims made under the insurance policies for the projects, and provide copies of all associated documentation.


  

	3.	Reports – Provide copies of all insurance consultants’ reports and other reports analyzing the insurance coverage for the projects. 


 

	4.	Insurer Agreements – Provide copies of all agreements entered into with the projects’ insurance providers. 


  
 Exhibit G









 Section 7. Title 

 

	1.	Provide mortgages, security agreements, financing statements and other documents creating liens or security interests that burden the projects.


  

	2.	Provide documents granting an option, right of first refusal, preferential purchase right, right of first offer or other preferential right to purchase (or offer to
purchase) the projects. 


	3.	Provide information regarding adverse title claims to the projects or defects in the title. 

 Section 9. Project Facility Startup and Emission Testing 
  

	1.	Items Listed in Right to Lease Agreement 

  

	 	a.	All contracts for materials and services relating to construction of facility 


 

	 	b.	Demonstration and site use agreements 

  

	 	c.	Purchase orders (with terms and conditions) and any change orders for the facility 


 

	 	d.	All permits and licenses, including 

  

	 	1.	Environmental permits 

  

	 	2.	Permits to conduct business 

  

	 	3.	Occupancy or operating permits 

  

	 	e.	Environmental permit applications 

  

	2.	Other Items 

  

	 	f.	Test plans Placed-in-service certificates 

  

	 	1.	Certificates of work completion from construction contractors 

  

	 	2.	Environmental permit certificate 

  

	 	3.	Certificate of independent engineer 

  

	 	4.	Certificate of CCSS 

  

	 	5.	Emission testing report and certificate 

  

	 	6.	Videotape(s) of facility operation 

  

	 	7.	Complete set of facility drawings 

  

	 	8.	Process flow diagram 

  

	 	9.	Equipment list (including serial numbers, where applicable) 

  

	 	g.	Complete set of facility drawings 

  

	 	h.	Process flow diagram 

  

	 	i.	Equipment list (including serial numbers, where applicable) 

  

	 	j.	Calibration records for scales used to determine rate of Cyclean addition 

  


	 	k.	Demonstration Plan 

 Section 10.
Other Matters: 
  

	1.	Litigation – Provide a description of all current and pending litigation, arbitration, investigations and other proceedings related to or affecting the projects,
and copies of all associated documentation. 

  

	2.	Judgments – Provide a description of any outstanding judgments, consent decrees, settlement agreements or orders related to or affecting the projects, and copies
of all associated documentation. 

  

	3.	Threatened Litigation and Unasserted Claims – Provide a description of all threatened litigation, unasserted claims and other disputes related to or affecting the
projects, and copies of all associated documentation. 


  
 Exhibit G









 CLEAN COAL SOLUTIONS, LLC 

AEC-TH, LLC 

DISCLOSURE SCHEDULE’ 
 delivered in connection with the 
 Exchange Agreement 

(the “Agreement”) 
 dated as of 
 December 15, 2011 

among 
 Clean Coal
Solutions, LLC, 
 AEC-TH, LLC, 
 and 
 GS RC INVESTMENTS LLC 

Capitalized terms used herein shall have the respective meanings ascribed thereto in the Agreement unless otherwise defined herein. This Disclosure
Schedule and all attachments hereto subject to the Agreement, including without limitation Section 9.15 of the Agreement. The information disclosed herein is disclosed subject to the terms of the Confidentiality Agreement, dated as of
July 13, 2009, between Clean Coal Solutions, LLC and Goldman Sachs & Co. and should not be used for any purpose other than those contemplated by the Agreement. 
 The disclosure or inclusion of information herein shall not be deemed as an acknowledgement or admission that any such matter or item is required to be disclosed or is material for purposes of the
representations, warranties or covenants set forth in the Agreement or that the subject matter of such disclosure may have a Material Adverse Effect on Lessee. 

  
 Disclosure
Schedules, page 1 








 Conflicts and Consents 

Schedule 3.1(c) 
 Pursuant
to the terms of the Credit Agreement, dated as of March 31, 2011, and amended and reaffirmed on September 8, 2011 (the “CoBiz Credit Facility”) by and between CCS and CoBiz Bank, a bank doing business in the State of
Colorado as Colorado Business Bank (“CoBiz”) and related agreements and instruments, CCS has pledged to CoBiz the membership interests in AEC-TH, LLC, among other entities, to secure CCS’s obligations under the CoBiz Credit
Facility and CCS is required by the terms of the CoBiz Credit Facility to make repayments of the funds loaned thereunder, in part, from the revenues generated from the Facility. 
 The disclosures set forth in Schedule 3.1(g) hereof are hereby incorporated herein in their entirety by this reference. 

  
 Disclosure
Schedules, page 2 








 Schedule 3.1(d) 

Litigation 

* 

  
 Disclosure
Schedules, page 3 








 * 

  
 Disclosure
Schedules, page 4 








 Schedule 3.1(e) 

Compliance with Applicable Laws; Permits 
 The CCS Parties are required to file annual reports with the Secretary of State of the State of Colorado. 
 AEC-TH, LLC is required to obtain and maintain a Certificate of Registration Foreign Limited Liability Company in the State of Missouri. 
 AEC-TH, LLC has obtained a Randolph County Merchant’s License in order to do business in Randolph County, MO. 
 A summary of applicable permits for the Facility is given in the tables below: 
 Thomas Hill
Energy Center—Power Division 
  

															
	 	  	 	  	
Authority for lean Process
	  	 	  	 	  	 	  	 
	 Media
	  	 Regulatory
Program
	  	 Existing Permit
	  	 New
Permit
	  	 No Permit
	  	 Permit ID
	  	 Issuer
	  	 Determination Factors

	Air	  	NSR/PSD	  		  	X	  		  	122009-002	  	MDNR	  	Missouri Rule 10 CSR 10-6.060 requires facilities that are major emitters to obtain construction permits under the federally approved state implementation plan.
								
	Air	  	NSR/PSD	  		  	X	  		  	122010-011	  	MDNR	  	Missouri Rule 10 CSR 10-6.060 requires facilities that are major emitters to obtain construction permits under the federally approved state implementation plan. This permit
addresses the option under 1.F.2) of construction permit 122009- 002 (above) and r
								
	Air	  	Tide V	  		  	X	  		  	OP1999169	  	MDNR	  	This permit replaces the former Title V permit (0P1999169) and includes the conditions of NSR permit 122009-002. This permit will be amended to replace the conditions of 122009-001
with those of 122010-012 according to an application dated May 20 2011
								
	Water	  	NPDES	  	X	  		  		  	MO-007675	  	MDNR	  	Activity is allowed under provision of the existing permit. GS has taken the necessary actions to prevent any violations. AECI will monitor to insure compliance.
								
	Waste	  	Solid Waste	  	X	  		  		  	717502	  	MDNR	  	Activity is allowed under provision of the existing permit. GS has taken the necessary actions to prevent any violations. AECI will monitor to insure compliance.
								
	Spill Protection	  	SPCC	  		  		  	X	  	NIA	  	NIA	  	Thomas Hill has an approved SPCC plan. GS has supplied a SPCC plan for the CyClean B liquid additive. This plan has been incorporated into the plant SPCC plan.
								
	Land	  	Land Disturbance	  		  		  	X	  		  	MDNR	  	Area of concern is less than one acre. No permit required.
								
	Zoning	  	 County
 or Local Zoning Requirement
	  		  		  	X	  	NIA	  	NIA	  	No permit is required from a county or local entity.
								
	Building Permits	  	 Permits
 Required by local/county statute
	  		  		  	X	  	NIA	  	NIA	  	No permit is required from a county or local entity.


  
 Disclosure
Schedules, page 5 








 Schedule 3.1(f) 

Insurance 
  

															
	 	  	 	  	 	  	 	  	 	  	 	  	Additional	  	 
	 	  	 	  	 	  	 	  	Policy	  	Policy	  	Insureds/Loss	  	Named
	 Coverage
	  	 Policy Limit
	  	 Deductible
	  	 Carrier
	  	 Number
	  	 Term
	  	 Payees
	  	 Insureds

	Property (Pkg)	  	$15MM+ Blkt Bldgs, Equipment, Personal Property, Inventory, Computer Equipment. Coal Stock Piles at TH & NM each at $12MM.	  	Property $10k; Coal Stock Pile: 5%- $10kmin/ $50k max	  	Chubb (Federal)	  		  		  	GS RC Investments, LLC (a)	  	See (c) below.
								
	Mobile Equipment (Pkg)	  	Scheduled;	  	Equipment: 5%,min of $5k, max of $25k;	  		  	35907527	  	5/4/11-12	  	 GS RC
 Investments, LLC
(a)
	  	See (c) below.
								
	GL (Pkg)	  	 $2M/agg;
 $1M/occ, Prod/Complet
Ops,
 Personal/Adv In]; $1M Premises;

$10k Med
	  	na	  		  		  		  	GS RC Investments, LLC (a)	  	See (c) below.
								
	Transit Coverage	  	$650k per occ	  	$5k per occ	  	Chubb (Federal)	  	6686231	  	9/28/11- 9/28/12	  	GS RC Investments, LLC (a)	  	See (c) below.
								
	Umbrella (underlying are GL & Auto)	  	$15M / $15M	  	N/A	  	Chubb (Federal)	  	79870295	  	5/4/11-12	  	GS RC Investments, LLC	  	See (c) below.
								
	Auto	  	$1M Liability; $1M Ul/UNI; $5k Med	  	$1000/500k Comp/Coll Ded for Scheduled Autos; $1k/$1k Comp/Coll Ded for Hired Autos	  	Chubb (Federal)	  	73559593	  	5/4/11-12	  	(a) GS RC Investments, LLC (a)	  	See (c) below.
								
	Workers’ Compensation (All States except Monopolistic) (14	  	Statutory limits; $1M Employers Liability	  	N/A	  	Berkshire Hathaway Homestead Ins. Co.	  	MOW001357	  	11/1/11-12	  	GS RC Investments, LLC (a)	  	Clean Coal Solutions Services, LLC
								
	D&O/EPLJFID/Crime (incl Erisa) 6/8/10 Retro date	  	$5M/$1M/$1M/$500k	  	$25k/$5k/$0/$5k	  	Arch	  	PCD0039338. 01	  	6/8/11-12	  		  	See (c) below, plus GS RC Investments, LLC
								
	D&O Excess $5M xs of $5M	  	$5M excess of $5M	  	nil	  	Hartford	  	00PE0270089. 11	  	6/8/11-12	  		  	See ( ) below, plus GS RC Investments, LLC
								
	Pollution Liability	  	$10M	  	$25K	  	Chartis	  	21362591	  	 6/28/10-13
	  	 each Utility if
 required by
contract
	  	See (c) below, plus GS RC Investments, LLC
								
	XS Liability	  	$25M xs of $15M layer	  	na	  	Travelers	  	QI08300465	  	6/28/11- 5/4/12	  	GS RC Investments, LLC (a)	  	See (c) below.
								
	XS Liability	  	$10M xs of $40M layers	  	na	  	RSUI Indemnity	  	NHA056907	  	6/28/11- 5/4/12	  	 GS RC
 Investments, LLC
(a)
	  	See (c) below.
	
	(a) and each Utility but only if required by contract.
	
	(b) monopolistic states of ND, OH, WA and WY- coverage can only be obtained thru the State.
	
	(c ) named insureds on policy include the following plus any new formed entitities (“CCS Parties)”:
								
		  	Clean Coal Solutions LLC	  	AEC-NM, LLC	  	TVA-A2, LLC	  	KCP-La, LLC	  	MWG-J, LLC	  		  	
								
		  	Clean Coal Solutions Services	  	AEC-TH, LLC	  	Con-C, LLC	  	KCP-LR,LLC	  	MWG-P, LLC	  		  	
								
		  	401K Plan	  		  		  		  		  		  	
								
		  	Clean Coal Solutions Services,	  	AEP-TC, LLC	  	Dom-K, LLC	  	KCP-S, LLC	  	MWG-WC,	  		  	
								
		  	LLC	  		  		  		  	LLC	  		  	
								
		  		  	Am-C, LLC	  	Dy-B, LLC	  	Minn-MRY, LLC	  	NIP-MC, LLC	  		  	
								
		  		  	Am-S, LLC	  	GDFS-RH, LLC	  	MPW-M, LLC	  	NIP-RMS, LLC	  		  	
								
	Dom-K, LLC	  		  		  		  		  	TVA-A, LLC	  		  	
	
	There is no claim by any CCS Party pending under any such policies or bonds as to which coverage has been questioned, denied, or disputed by the underwriters of such
policies or bonds


  
 Disclosure
Schedules, page 6 








 Schedule 3.1(g) 

Title 
 No
exceptions. 

  
 Disclosure
Schedules, page 7 








 Schedule 3.1(i) 

Environmental 
 The
following “Hazardous Substances” are at the Site: 
  

					
	 Substance
	  	 Approxima
 te Quantity
	  	 Notes

	 Diesel Fuel
	  	540 gallons	  	500 gallon storage tank
			
	 Gear Oil
	  	15 gallons	  	Includes lubricants in gear boxes, grease cartridges and mobile equipment.
			
	 Paint
	  	5 gallons	  	Not lead-based
			
	 Hydraulic Oil
	  	60 gallons	  	Both in Facility and some on shelf for “topping off”
			
	 Antifreeze
	  	20 gallons	  	Both in Facility and some on shelf for “topping off”
			
	 Engine Oil
	  	15 gallons	  	Both in Facility and some on shelf for “topping off”

 Additionally, at the Site there will be a refrigerant (R410A) used in each of the three air conditioning units located in
the MCC building, the pump room and the office trailer. 
 Approved specifications for CyClean A includes 0.5% maximum oil/grease. 

The Material Safety Data Sheets for CyClean A and CyClean B are as follows: 

  
 Disclosure
Schedules, page 8 








 MATERIAL SAFETY DATA SHEET 
 CyCleanTM Coal Additive A 
 1. CHEMICAL PRODUCT AND COMPANY IDENTIFICATION 

ADA Environmental Solutions. Inc. 
 8100
SouthPark Way, Unit B 
 Littleton, Colorado 80120 
 Tel: 303-734-1727 Fax: 303-734-0330 
 Product Name: CyCleanTM A 

Issue Date: 6/15/2011 
 Revision: 4
(supersedes all previous) 
 Product Description: Proprietary chemical additive to reduce mercury & NOx emissions from
cyclone boilers. 
 Emergency Telephone Number: For emergency assistance involving chemicals please 

     call CHEMTREC 800-424-930a 
 2. COMPOSITION / INFORMATION ON INGREDIENTS (dry basis) 
  

					
	 Component
	  	 % wt (typical)
	  	 CAS No.,

	 *
	  	*	  	*
	 *
	  	*	  	*
	 *
	  	*	  	*
	 *
	  	*	  	*
	 *
	  	*	  	*
	 *
	  	*	  	*
	 *
	  	*	  	*

 3. HAZARDS IDENTIFICATION 
  

			
	 Routes of Entry:
	  	Skin contact, eye, ingestion, inhalation
		
	 Health Effects:
	  	
		
	 ACUTE:
	  	


			
		
	 Eyes:
	  	May cause irritation and/or conjunctivitis.
		
	 Skin:
	  	May cause irritation to the contacted tissue(s)
		
	 Ingestion:
	  	Not expected to be acutely toxic via ingestion. Extremely large oral doses may produce gastrointestinal disturbances_
		
	 Inhalation:
	  	May cause irritation to the respiratory tract.


			
		
	 Page 1
	  	CyCleanTM A


  
 Disclosure
Schedules, page 10 









					
	 CHRONIC:
	  	Chronic inhalation of dust may cause shortness of breath and nervous system effects.
		
	 HMIS Rating:    Health=2     Fire=0    
Physical=0
	  	
		  	NFPA
	 Rating:     Health=2     Fire=0
    Reactivity=0
	  	

 4. FIRST AID MEASURES 
 Emergency and First Aid Procedure 
  

			
	 Eyes:
	  	Flush eyes with large amounts of water. Seek medical attention if irritation develops or persists or if visual changes occur.
		
	 Skin:
	  	Remove contaminated clothing and shoes; scrub affected areas with soap and water. Seek medical attention if irritation develops or persists_
		
	 Inhalation:
	  	Move to fresh air if symptoms of respiratory distress occurs. Obtain medical assistance it breathing difficulty persists.
		
	 Ingestion:
	  	If appreciable quantities are ingested, seek medical attention. Wash hands and face before consuming food products_

 5. FIRE-FIGHTING MEASURES 
  

			
	 Flash Point:
	  	Not applicable
		
	 Explosive Limit:
	  	Not explosive_
		
	 Flammable Limits:
	  	Not applicable
		
	 Extinguishing Media:
	  	Use media appropriate for surrounding material.

 Hazardous Products of Combustion: Will not support combustion_ 

Special Firefighters Procedure: Use self-contained breathing apparatus for protection against the degradation products of surrounding
materials. 
 6. ACCIDENTAL RELEASE MEASURES 
 Steps to be taken in case material is released: Clean up spill in a manner that does not disperse dust into the air. Wear protective clothing as described in Section 8 and avoid unnecessary
exposure_ If possible, recover spilled product for reuse_ 
 Waste disposal method: Collect material in appropriate
container for recycling or disposal. Disposal should be done in accordance with federal, state, and local regulations. 

Precautions to be taken in handling and storing: Use procedures to minimize contact and to prevent material from becoming
airborne_ 
  

			
	 Page 2
	  	CyCleanTM A


  
 Disclosure
Schedules, page 10 








 7. HANDLING AND STORAGE 
 Store in a cool, dry and well-ventilated area preferably above freezing temperature. Do not store near strong oxidizers. Follow good handling procedures to minimize spills, airborne dust and accumulation
of dusts on exposed surfaces. 
 8. EXPOSURE CONTROLS AND PRESONAL PROTECTIVE MEASURES 

 

			
	 Exposure Limits:
	  	OSHA PEL (TWA) — 15 mg/m3 total dust, 5 mg/m3 respirable fraction ACGIH TLV (TWA) — 10 mg/m3total dust; 5 mg/m3 *
		
	 Respiratory Protection:
	  	Normally not required. Use MSHA/NIOSH approved respiratory protection if atmospheric levels of dust will exceed prescribed limits_
		
	 Eye Protection:
	  	Persons working with this product should wear safety glasses.
		
	 Skin:
	  	Persons handling this product should wear long sleeves and cloth gloves. Avoid skin contact
		
	 Ventilation:
	  	Exhaust, handling, ventilation, or containment systems may be required if atmospheric levels of contaminants exceed prescribed limits.

 9. PHYSICAL DATA 
  

			
	 Appearance
	  	*
		
	 Odor
	  	Odorless
		
	 Solubility
	  	Not soluble in water
		
	 Moisture Content
	  	3 — 8% by wt.
		
	 Density, lbs/ft3
	  	*
		
	 % Volatile by Volume    
	  	less than 1%
		
	 Vapor Pressure
	  	N/A
		
	 Vapor Density
	  	N/A
		
	 Freezing Point
	  	N/A
		
	 Boiling Point
	  	N/A
		
	 Melting Point
	  	N/A

 10. STABILITY AND REACTIVITY 
  

			
	 Stability:
	  	Stable under normal handling and storage conditions_
		
	 Hazardous Polymerization:
	  	None.
		
	 Incompatibility:
	  	Strong adds, bases and oxidizers. Reacts with strong acids to form hydrogen gas.
		
	 Hazardous Decomposition Products:
	  	None
		
	 Conditions to Avoid:
	  	No information.

  

			
	 Page 3
	  	CyCleanTM A


  
 Disclosure
Schedules, page 11 








 11. TOXICOLOGICAL INFORMATION 
 No product specific toxicity test data found. 
 The primary component of this material is * in the
form of various *. Penetration of * particulates in the skin or eye may cause an exogenous or ocular siderosis. Ingestion overexposures to * may affect the gastrointestinal, nervous and hematopoietic system and the liver. Chronic inhalation of dust
may cause pneumoconiosis. 
 Chronic inhalation of * can cause a nervous system disorder known as *. Symptoms of * may include disorientation,
impairment of memory and judgment, anxiety and compulsive behavior_ 
 12. ECOLOGICAL INFORMATION 

No product specific information found. Do not release to surface waters. 
 13. DISPOPSAL CONSIDERATIONS 
 This material is not considered a hazardous waste under RCRA
40 CFR 261. Collect material in appropriate container for recycling or disposal. Any spilled material that cannot be saved for recovery or recycling may be disposed of as an industrial waste in a facility permitted for non-hazardous wastes. Disposal
should be done in accordance with federal, state, and local regulations. 
 14. TRANSPORTATION INFORMATION 

 

			
	 DOT Class: Not regulated for transportation

		
	 Shipping Name:
	  	Not required
		
	 Hazard Class:
	  	N/A
		
	 Packaging Group:
	  	N/A
		
	 Reportable Quantity (RO):
	  	N/A
		
	 Labels Required:
	  	None
		
	 Placard:
	  	None

 15. REGULATORY INFORMATION 
  

			
		
	 CERCLA Hazardous Substance (40 CFR 302.4):
	  	NA
		
	 RCRA Hazardous Waste (40 CFR 261.33):
	  	NA
		
	 TSCA Status:
	  	Component materials are listed in the TSCA inventory
		
	 SARA Section 3021355:
	  	NA
		
	 SARA Section 313 Toxic Chemical List:
	  	*
		
	 SARA Hazard Categories:
	  	Acute, Chronic

  

			
	 Page 4
	  	CyCleanTM A


  
 Disclosure
Schedules, page 12 








 16. OTHER INFORMATION 
 For Industrial Use Only 
  

			
	Emergency Assistance:	  	For Emergency Assistance Involving Chemicals Call CH EMTREC 800-424-9300.

 NOTICE 
 The information contained herein is the best available to CCS and ADA-ES as of this date. To the best of GCS’s and ADA-ES’ knowledge the information contained herein is reliable and accurate as
of this date, however accuracy, suitability or completeness is not guaranteed. Users are responsible to verify this data for their own particular use and they assume all risks of their reliance upon information contained herein. This information
relates only to the product designated herein and does not relate to its use in combination with any other material or in any other process_ Neither CCS nor ADA-ES, Inc. shall under any circumstances be liable for incidental or consequential damages
as a result of reliance upon information contained herein. 
 NO WARRANTY: NEITHER CCS NOR ADA-ES MAKES ANY WARRANTY OF MERCHANTABILITY OR OF
ANY OTHER KIND WITH RESPECT TO INFORMATION CONTAINED HEREIN, EITHER EXPRESS OR IMPLIED. NEITHER CCS NOR ADA-ES ASSUMES ANY LIABILITY WITH RESPECT TO THE USE OF INFORMATION CONTAINED HEREIN. 
 LIMIT OF LIABILITY: Neither GCS nor ADA-ES shall be liable for, and Buyer assumes responsibility for personal injury and property damage resulting from the handling, possession, use, storage or resale of
the product. whether used alone or in combination. 

  
 Disclosure
Schedules, page 13 








 MATERIAL SAFETY DATA SHEET 
 CyCleanTM
 Coal Additive B 
 1. CHEMICAL PRODUCT AND COGWANY IDEPITIACATION 

ADA Environmental Solutions, Inc. 

8100 SouthPark Way, Unit El 

Littleton, Colorado 80120 
 Tel:
303-734-1727 Fax: 303-734-0330 
 Product Name: CyCleanT11B 

Issue Date: 6-115e2011 
 Revision: 4
{supersedes all previous) 
 Product Description: Proprietary chemical additive to reduce mercury NOx emissions from cyclone bailers.

 Emergency Telephone Number: For emergency assistance Involving chemicals please call CHEMTREC 800-424-9300. 

2. COMPOSITION / INFORMATION ON INGREDIENTS (dry basis) 
 * 
 3. HAZARDS IDENTIFICATION 

 

			
	 Routes of Entry:
	  	Eye or skin contact, ingestion (swallowing).
		
	 Health Effects:
	  	
		
	 ACUTE:
	  	


			
		
	 Eyes:
	  	May cause irritation, redness and pain.
		
	 Skin:
	  	May cause skin irritation, redness and pain_
		
	 Inhalation:
	  	May cause irritation to the respiratory tract. Symptoms may include coughing and shortness of breath.
		
		  	May cause irritation to the gastrointestinal tract, nausea, vomiting and abdominal pain. Symptoms may include headaches. blurred vision, fatigue, drowsiness and nervous system
depression.


			
		
	 CHRONIC:
	  	 Repeated or prolonged exposure may cause skin rasa and irritation of mucous

membranes. Repeated ingestion may cause central nervous system depression,
 irritability and headache.


  

			
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	  	CyCleanTM B


  
 Disclosure
Schedules, page 14 









			
	 Medical Conditions Aggravated by Exposure:

		
		  	Persons suffering from depression: alcoholism: neurological or psychological disorders may be more susceptible to the effects of the substance_
		
	 NFPA Rating:
	  	Health = 2: Flammability = 0: Instability = 0
		
	 11FPA Rating:
	  	Health = 2: Flammability = 0: Instability = 0
		  	(Rating is for dry material, no information on blended solution).

 4. FIRST AID MEASURES 
 Emergency and First Aid Procedure 
  

			
	 Eyes:
	  	Immediately flush eyes with plenty of water for at least 15 minutes, lifting lower and upper eyelids occasionally. Get medical attention_
		
	 Skin:
	  	Wash exposed areas with water for at least 15 minutes. Remove contaminated clothing. Wash clothing before reuse_
		
	 Inhalation:
	  	Remove to fresh air. If not breathing, give artificial respiration. If breathing is difficult give oxygen. Get medical attention.
		
	 Ingestion:
	  	Induce vomiting immediately as directed by medical personnel_ Never give anything by mouth to an unconscious person.

 5. FIRE FIGHTING MEASURES 
  

			
	 Fire:
	  	Not considered to be a fire hazard_
		
	 Flash Point:
	  	Non-flammable
		
	 Explosive Limit:
	  	Not considered to be an explosion hazard.
		
	 Flammable limits:
	  	Not applicable
		
	 Extinguishing Media:
	  	Use media appropriate for surrounding material.

 Hazardous Products of Combustion: Will not support combustion. However, if involved in a fire may decompose to *.

 Special Firefighters Procedure: Use NIOSH approved self-contained breathing apparatus with full face piece operated in the pressure
demand mode. 
 6. ACCIDENTAL RELEASE MEASURES 
 Ventilate area of leak or spill. keep unnecessary and unprotected people away turn area of spill. Wear protective clothing. as described in Section 8. Contain spill with dike to prevent entry.,
into sewers and waterways. Recover liquid for reuse if possible_ 
  

			
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	  	CyCleanTM B


  
 Disclosure
Schedules, page 14 








 To the best knowledge of ADA-ES. this material is not regulated by CERCLA/RCRA.. Therefore, it may be
disposed of as an industrial waste. Disposal should be done in accordance with federal, state, and local regulations. 
 7. HANDLING AND
STORAGE 
 Keep in a lightly closed container and store in a cool, dry and well-ventilated area. Maintain product temperature above
10°C {50 F}. Do not allow contact with concentrated acids. or strong oxidizers. 
 8. EXPOSURE CONTROLS AND PERSONAL PROTECTIVE
MEASURES 
  

			
	 Exposure Limits:
	  	ACGIH TLV — Not established
		  	OSHA PEL— Not established
		
	 Respiratory Protection:
	  	None required under normal conditions.
		
	 Eye/Face Protection:
	  	Use tight-fitting chemical safety goggles to protect the eyes when handling or during spill cleanup_
		
	 Protective Gloves:
	  	Resistant to chemical penetration.
		
	 Other Protective Equipment:
	  	Wear impervious protective clothing. when solution is handled. Wash contaminated clothing and dry before reuse. Eyewash station in work area is
recommended.
		
	 Ventilation System:
	  	Not required.

 9. PHYSICAL DATA 
  

			
	 Freezing Point ( °C/ °F)
	  	Not available
	 Boiling Point (°C/°F, 760 mm Hg)
	  	>100°C/212°F

	 Specific Gravity @ 20°C
	  	*
	 Density, lbs/gallon @ 20°C
	  	11.5 — 12.8
	 Solubility in Water, ‘% by wt.
	  	100%
	 Evaporation Rate (Butyl Acetate=1)
	  	N/A
	 Vapor Density
	  	>1.0
	 Percent Volatile
	  	Not volatile
	 Vapor Pressure
	  	Water vapor pressure only.
	 pH
	  	7 - 9

 10. STABILITY AND REACTIVITY 
  

			
	 Stability
	  	Stable under normal handling and storage conditions
		
	 Hazardous polymerization:
	  	Will not occur
		
	 Incompatibility:
	  	*

  

			
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3
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 Disclosure
Schedules, page 14 








 Hazardous. combustion products:     * fumes may evolve. Thermal 

decomposition temp.:
                                * 

Conditions to avoid when stored:         Heat. incompatibles. 

11. TOXICOLOGICAL INFORMATION. 

Toxicological Data: 
  

			
	 Carcinogenicity
	  	Not listed by ACGIH. IARC, NTP, or CA Prop 65.
		
	 Epidemiology:
	  	No information available
		
	 Teratogenicity
	  	Components of this product have been investigated as a mutagen, reproductive effector
		
	 Reproductive Effects:
	  	Adverse reproductive effects have occurred in experimental animals.
		
	 Mutagenicity:
	  	No information available
		
	 Neurotoxicily:
	  	No information available

 12. ECOLOGICAL INFORMATION 
 Some of the components of this product may be environmentally toxic in concentrated form. Do not release to surface waters. 
 13. DISPOSAL CONSIDERATIONS 
 Collect material in appropriate container for recycling or
disposal. Processing, use or contamination of the product may change the waste management options. Disposal should be done in accordance with federal, state, and local regulations. 
 14. TRANSPORTATION INFORMATION 
 DOT Class.: Not regulated for transportation 

 

			
	 Shipping Name:
	  	Not required
		
	 Hazard Class:
	  	N/A
		
	 Packaging Group:
	  	N/A
		
	 Reportable Quantity (RQ):
	  	N/A
		
	 Labels Required:
	  	None
		
	 Placard:
	  	None

 15. REGULATORY INFORMATION 
  

			
	 TSCA Inventory
	  	Component chemicals are listed on the TSCA inventory.
		
	 CERCLA
	  	None of the chemicals in this material have an RQ.
		
	 SARA Section 302
	  	None of the chemicals in this product have a TPQ.

  

			
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	  	CyCleanTM B


  
 Disclosure
Schedules, page 14 









							
	 SARA Section 311/312 Hazard Categories
	  			
	 Health
	  	Immediate (acute)	  	 	Yes	  
	 Health
	  	Delayed (chronic)	  	 	Yes	  
	 Physical
	  	Fire	  	 	No	  
	 Physical
	  	Sudden Release of Pressure	  	 	No	  
	 Physical
	  	Reactive Nuisance Mist/Dust Only	  	 	No	  
	 SARA Section 313
	  	No chemicals reportable under Section 313.	  			

 16. OTHER INFORMATION 
 For Industrial Use Only 
  

			
	 Emergency Assistance:
	  	For Emergency Assistance Involving Chemicals Call CHEMTREC 800- 424-9300.

 NOTICE 
 The information contained herein is the best available to CCS and ADA-ES as of this date. To the best of CCS’s and ADA-ES’ knowledge the information contained herein is reliable and accurate
as of this date, however accuracy. suitability or completeness is not guaranteed. Users are responsible to verify this data for their own particular use and they assume all risks of their reliance upon information contained herein. This information
relates only to the product designated herein and does not relate to its use in combination with any other material or in any other process. Neither CCS nor ADA-ES, Inc. shall under any circumstances be liable for incidental or consequential damages
as a result of reliance upon information contained herein. 
 NO ‘WARRANTY: NEITHER CCS NOR ADA-ES MAKES ANY WARRANTY OF
MERCHANTABILITY OR OF ANY OTHER KIND WITH RESPECT TO INFORMATION CONTAINED HEREIN, EITHER EXPRESS OR IMPLIED. NEITHER CCS NOR ADA-ES ASSUMES ANY LIABILITY WITH RESPECT TO THE USE OF INFORMATION CONTAINED HEREIN. 

LIMIT OF LIABILITY: Neither CCS nor ADA-ES shall be liable for, and Buyer assumes responsibility for personal injury and property damage resulting
from the handling, possession, use, storage or resale of the product, whether used alone or in combination. 

  
 Disclosure
Schedules, page 18 








 Schedule 3.1(j) 

Taxes 
 No exceptions.


  
 Disclosure
Schedules, page 19 








 Schedule 3.1 (k)

Intellectual Property 
 No
exceptions. 

  
 Disclosure
Schedules, page 20 








 Schedule 3.1(1) 

Material Contracts 
 All
of the Transaction Documents 
 Equipment Agreement, dated as of February 11, 2011, by and between CCS and * 

Master Services Agreement, dated as of May 20, 2011, by and between CCS and * 
 Equipment Agreement, dated as of May 20, 2011, by and between CCS and * 
 Contribution
Agreement, dated as of October 28, 2011, by and between Clean Coal Solutions, LLC and AEC-TH, LLC 
 Bill of Sale, dated as of
October 28, 2011, by and between Clean Coal Solutions, LLC and AEC-TH, LLC 
 Assignment of Warranties, dated as of October 28, 2011,
by and between Clean Coal Solutions, LLC and AEC-TH, LLC 
 Amended and Restated Operating Agreement of AEC-TH, LLC, effective as of
July 31, 2011 
 Contribution Agreement, dated as of September 8, 2011, by and among ADA-ES, Inc., NexGen Refined Coal, LLC, GSFS
Investments I Corp., and Clean Coal Solutions, LLC 
 Amended and Restated License Agreement, effective as of October 30, 2009, by and
between ADA-ES, Inc. and CCS 
 First Amendment to Amended and Restated License Agreement, effective August 4, 2010, by and among ADA-ES,
Inc. and CCS 
 Second Amended and Restated Operating Agreement, dated as of May 27, 2011, of Clean Coal Solutions, LLC, as amended on
September 8, 2011 
 Credit Agreement, dated as of March 30, 2011, and amended and reaffirmed on September 8, 2011 by and between
CCS and CoBiz Bank, a bank doing business in the State of Colorado as Colorado Business Bank, and related agreements and instruments. 

Exclusive Agent Agreement, dated as of February 12, 2010, by and among Elcan Partners, LLC, CCS, NexGen Refined Coal, LLC and ADA-ES, Inc.

 Confidentiality Agreement, dated October 19, 2009, by and between CCS and Associated Electric Cooperative, Inc. 

  
 Disclosure
Schedules, page 21 








 The following purchase orders related to the Facility: 

 

					
	 DATE
	  	 P.O.
	  	 VENDOR

	 5/23/2011
	  	CCS11-11.01	  	*
			
	 7/26/2011
	  	CCS11-16.02	  	*
			
	 9/6/2011
	  	CCS11-16.04	  	*
			
	 9/12/2011
	  	CCS11-16.04 Rev 1	  	*
			
	 7/6/2011
	  	CCS11-16.05	  	ADA-ES. Inc.
			
	 8/17/2011
	  	CCS11-16.05 Rev 1	  	ADA-ES. Inc.
			
	 9/26/2011
	  	CCS11-16.07	  	*
			
	 10/7/2011
	  	CCS11-16.08	  	*
			
	 10/21/2011
	  	CCS11-16.09	  	ADA-ES. Inc.
			
	 10/28/2011
	  	CCS11-16.10	  	*
			
	 10/31/2011
	  	CCS11-16.11	  	*
			
	 11/1/2011
	  	CCS11-16.12	  	Clean Coal Solutions Services, LLC
			
	 11/9/2011
	  	CCS11-16.13	  	*
			
	 11/8/2011
	  	CCS11-16.14	  	*

 Installment Sale Contract (Security Agreement), dated as of June 9, 2010, by and between Clean Coal Solutions
Services, LLC and *, and related terms and conditions, and Guaranty of Payment — Installment Sale Contract (Security Agreement), dated as of June 9, 2010, given by Clean Coal Solutions, LLC to * 

Installment Sale Contract (Security Agreement), dated as of June 9, 2010, by and between Clean Coal Solutions Services, LLC and * 

Installment Sale Contract (Security Agreement), dated as of June 9, 2010, by and between Clean Coal Solutions Services, LLC and * 

  
 Disclosure
Schedules, page 22 








 Schedule 3.1 (m)

Employee Matters 
 The
IBEW union represents collectively bargained employees of Clean Coal Solutions Services, LLC on the Site. 

  
 Disclosure
Schedules, page 23 








 Schedule 9.8 
 Knowledge of CSS Parties 
 Dr. Nina B. French 

Charles S. McNeil 
 Brian C. Humphrey 

Dr. Mike Durham 
 Thomas McCarthy


  
 Disclosure
Schedules, page 22