Exclusive Right To Lease

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What is an Exclusive Right To Lease?

An exclusive right to lease is a contract between a landlord and agent or company that transfers the landlord's right to lease to the other party temporarily. This type of contract ensures that agents or rental companies don't have to compete with other entities to arrange for the leasing of a property. It also provides guarantee to the landlord that their property will be in the leasing catalog of another entity until the term of the contract ends. The contract includes details about the property, such as it's features and where it's located. It also denotes what the terms and conditions of the agreement are and how long it will last.

Common Sections in Exclusive Right To Leases

Below is a list of common sections included in Exclusive Right To Leases. These sections are linked to the below sample agreement for you to explore.

Exclusive Right To Lease Sample

EXCLUSIVE RIGHT TO LEASE AGREEMENT

GSFS INVESTMENTS I CORP

CLEAN COAL SOLUTIONS, LLC

TABLE OF CONTENTS

EXCLUSIVE RIGHT TO LEASE AGREEMENT

This Exclusive Right to Lease Agreement (“ Agreement ”) is made effective as of May 27, 2011 (“ Effective Date ”) by and between GSFS Investments I Corp., a Delaware corporation (“ GS ”), and Clean Coal Solutions, LLC, a Colorado limited liability company (“ Owner ”).

WHEREAS, Owner is the licensee of certain technology that is utilized for the purposes of producing Refined Coal from coal;

WHEREAS, Owner is in the business of building and operating refined coal facilities in order to produce Refined Coal for sale to Utilities for use in coal fired power generation plants;

WHEREAS, the parties hereto, or Affiliates thereof, have previously entered into arrangements pursuant to which GS RC leases from Affiliates of Owner two refined coal facilities and Owner’s Affiliate operates on behalf of GS RC certain aspects of such facilities on a day-to-day basis;

WHEREAS, contemporaneously with the execution of this Agreement, the parties hereto have executed the Purchase Agreement pursuant to which GS purchased certain interests in Owner;

WHEREAS, GS desires to obtain an exclusive right to lease from Owner certain refined coal facilities for the purpose producing Refined Coal for sale to Utilities; and

WHEREAS, Owner has agreed to grant such exclusive right to lease to GS under the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the Right Consideration and the mutual promises set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

Section 1 DEFINITIONS . Capitalized terms used in this Agreement but not defined in the body of this Agreement have the meanings ascribed to them in Exhibit A . Capitalized terms defined in the body of this Agreement are listed in Exhibit A with reference to the location of the definition of such term in this Agreement.

Section 2 GRANT OF EXCLUSIVE RIGHT . Owner hereby grants to GS, for the benefit of GS and its Affiliates, an exclusive right, but not the obligation (the “ Right ”), during the Term, to lease from Owner (or an Affiliate of Owner) certain Facilities under the terms and conditions set forth in this Agreement. If the Right is exercised, the Parties (or Affiliates thereof) will enter into the Lease Documents pursuant to Section 8(a). Subject to Waiver of such Right pursuant to Section 7, GS may exercise the Right at any time prior to the expiration of the Term on the terms set forth in this Agreement. In addition, GS may terminate the Right at any time prior to exercise of the Right or expiration of the Term by giving written notice to Owner of such termination. GS may designate from time to time any Affiliate and may grant the Right to such Affiliate, together with the right to enter into any transactions contemplated herein.

Section 3 EXCLUSIVITY . Neither Owner nor any of its Affiliates shall, through and including the Term: (i) initiate contact with, solicit, encourage or respond to any inquiries, discussions or proposals by, (ii) enter into any agreements or understandings with, (iii) continue, propose or enter into any discussions or negotiations with, (iv) disclose, directly or indirectly, any information to, or (v) afford any access to, any Person in connection with any transaction or potential transaction regarding any Facility unless and until GS, in its sole discretion, waives or is deemed to have waived the Right with respect to such Facility pursuant to Section 7(b) or otherwise waives the Right in writing with respect to such Facility.

Section 4 CONSIDERATION . In partial consideration of the grant of the Right herein, the Parties (or Affiliates thereof): (i) entered into an Amendment to Agreement to Lease, dated May 11, 2011, pursuant to which a right of first refusal granted to GS RC to participate in certain transactions similar to those that are the subject of this Agreement was terminated; and (ii) consummated the transactions set forth in, and any transactions contemplated by, the Purchase Agreement (collectively, the “ Right Consideration ”).

Section 5 TERM . Owner shall, pursuant to the obligations and procedures set forth in Sections 6 and 7, lease to GS Facilities having a total throughput capacity of at least 12,000,000 Tons of Refined Coal per year, based upon each Utility’s stated anticipated use of Refined Coal to be produced by the Facility during the twelve month period immediately following the Closing related to such Facility (excluding those facilities the subject of the AEC Project Agreements), plus or minus ten per cent (10%) (the “ Target Tons ”). The term of the Right (as the same may from time to time be extended by the mutual agreement of the parties, the “Term”) will be from the Effective Date until the first date on which Owner has leased to GS Facilities representing the Target Tons pursuant to this Agreement.

Section 6 CERTIFICATION PROCESS . Owner anticipates offering to GS the Right to lease the Facilities that Owner intends to place at the sites listed on Exhibit C (which such list is provided for illustrative purposes only) together with any such other Facilities as may be required to be leased to GS in connection with the leasing to GS of the Target Tons. The parties shall comply with the following procedures and principles when considering the siting, testing, certification and placing into service of any Facility:

(a) Owner shall provide to GS, within thirty (30) days of the Effective Date, or if not then available as soon as practicable thereafter, to the extent such items are in Owner’s possession or control or otherwise available to Owner:

(i) in addition to the list set forth on Exhibit C , a list of any potential sites for each Facility;

(ii) copies of any construction, balance of plant, site use, demonstration, service or other material contracts affecting each Facility;

(iii) copies of any permits and licenses affecting each Facility or (to the extent available to Owner) the proposed site of any such Facility, including all occupancy or operating permits, permits to conduct business and permits and permit applications under Environmental Laws;

(iv) copies of any environmental site assessments and reports including groundwater, surface water, and soil sampling information in connection with any potential Facility site as well as any site investigation or remediation orders or information requests issued pursuant to any Environmental Law or with respect to the possible presence of toxic or hazardous substances on any such site;

(v) such other documents and information as are related to the foregoing as GS may reasonably request from time to time;

(b) GS shall be entitled to undertake due diligence with respect to any Facility, the potential site on which any such Facility may be placed and any Utility as GS, in its sole discretion, deems appropriate, and Owner agrees to comply with any reasonable request of GS associated therewith, and to assist GS in undertaking such diligence;

(c) subject to the accompaniment by a Representative of Owner, Owner shall permit, and shall use reasonable commercial efforts to cause each applicable Utility to permit, GS and GS’s employees, agents, contractors and consultants at any time during the Term, on the giving of reasonable prior notice, to enter upon any site or any potential site on which a Facility may be placed to make any inspections or conduct such tests on any Facility as GS may reasonably desire, so long as such inspections and tests do not damage the Facility, impair its operations, or otherwise interfere with the operations of the plant;

(d) Owner shall provide (i) written notice of any change in the date testing is expected to commence with respect to any Facility listed on Exhibit C (listed in the “Expected Demonstration Commencement Date” column) as soon as practicable, but in no event more than five (5) days, following Owner’s determination to make such change and (ii) fifteen (15) days written notice of its intent to commence testing on any other Facility placed at any site;

(e) upon commencement of testing on any Facility listed on Exhibit C or any other Facility which GS may have the Right to lease pursuant to this Agreement, GS’s employees, agents, contractors and consultants shall be entitled to observe such tests and to undertake any additional diligence with respect to such testing as GS in its sole discretion elects;

(f) any testing performed by or on behalf of Owner on any Facility shall be consistent with best industry practice and, to the extent relevant, in accordance with Section 45 of the Code and the IRS Guidance; and

(g) Owner shall provide to GS a written certification, in substantially the form of Exhibit D (the “ Certification ”), with respect to each Facility that GS has the Right to lease, within ten (10) days of the completion of all testing, once Owner believes that the Facility has passed all necessary tests and has been placed in service within the meaning of Section 45(d)(8) of the Code.

Section 7 DEPOSIT .

(a) For each Facility the subject of a Certification, within five (5) business days following the date of the delivery of the Certification to GS, if GS accepts such

Certification, GS will pay Owner a deposit in an amount equal to $* for each 1,000,000 Tons of projected annual Refined Coal production from each Facility (the “ Deposit ”). For the purposes of the calculation of the Deposit, the projected annual Refined Coal production shall be based upon the relevant Utility’s stated anticipated annual use of Refined Coal produced by the Facility for electricity generation (the “ Facility Tons ”). The acceptance of any Certification and the payment of any Deposit is not a binding obligation on GS to execute the Lease Documents or any Utility Agreements.

(b) If GS does not accept any Certification, it shall notify Owner of the same in writing within * of the delivery of the Certification. With respect to any Certification for which GS does not provide written notice to Owner within the * period specified in the immediately preceding sentence, Owner shall re-send such Certification to GS and GS shall have a further * period in which to accept or reject such Certification. If GS accepts such Certification (whether within the initial or the subsequent * period), it shall pay the Deposit in accordance with Section 7(a). GS agrees to respond to Owner by the end of the * periods referred to above, but if GS does not accept any Certification within the aforementioned time periods, or if GS notifies Owner in writing that it does not accept any Certification pursuant to the first sentence of this paragraph, the Right, solely with respect to the Facility at the site that is the subject of the Certification, shall be waived * (a “ Waiver ”).

(c) GS acknowledges and agrees that, following a Waiver with respect to any Facility, GS will have no further rights with respect to such Facility or the Tons of Refined Coal produced by such Facility, and Owner shall be entitled to offer the Right with respect to such Facility to any other Person, without restriction, as Owner deems necessary or desirable.

(e) In addition to the circumstances identified in Section 8(d), the Deposit will be promptly refunded to GS at any time after * of the date of the payment of the Deposit if Closing with respect to such Facility has not occurred and GS notifies Owner that it requests a return of the Deposit. If a Deposit is refunded pursuant to Section 7(c), GS will be deemed to have made a Waiver with respect to the Facility to which the refunded Deposit relates, and such Facility will be subject to the provisions of Section 7(c).

(f) In the event Owner becomes obligated to refund a Deposit pursuant to this Agreement, any such refund shall be made within thirty (30) days of the end of the calendar quarter in which the request for such refund is made; provided, however, that from the date that GS notifies Owner that it wishes the Deposit to be refunded, interest on the Deposit (which shall be payable in full on the return of the Deposit) shall accrue at a rate equal to * per annum, compounded semi-annually, but in no event shall such interest exceed the maximum rate permitted by Law.

(g) Any Right Waived pursuant to this Agreement shall be waived only in respect of the applicable Facility at the site that is the subject of the Certification and shall in no way waive or impact GS’ Right to lease Facilities equal to the Target Tons.

Section 8 LEASE AND OTHER DOCUMENTS .

(a) With respect to the exercise of the Right relating to any Facility, the following agreements are referred to herein as the “ Lease Documents ”: (i) an equipment lease and an agreement to lease (in each case with Owner or an Affiliate of Owner as lessor and GS or an Affiliate of GS as lessee); (ii) an operating and maintenance agreement with respect to each leased Facility (with Owner or an Affiliate of Owner as operator and GS or an Affiliate of GS as lessee); (iii) a technology sub-license (with Owner or an Affiliate of Owner as sublicensor, GS or an Affiliate of GS as sublicensee and ADA as licensor); and (iv) guarantees from each of ADA, NexGen Refined Coal, LLC, NexGen Investments LLLP and Republic Financial Corporation, each the same in substance and form as those in the AEC Project Agreements (provided that, with respect to the guarantees given by NexGen Investments LLLP and Republic Financial Corporation, the Guaranty Cap (as defined in the AEC Project Agreements) shall apply in aggregate to the AEC Project Agreements and each new monetization transaction the subject of the Lease Documents). Once a Deposit has been paid in connection with a Facility, GS shall prepare Lease Documents based on the business terms and conditions set forth in Exhibit B and, to the extent not covered by Exhibit B , the terms set forth in the AEC Project Agreements, together with such modifications as may be appropriate to take into account differences in the location, size and nature of any Facility. GS shall provide drafts of the Lease Documents to Owner within fifteen (15) days of the payment of the Deposit.

(b) The execution of the Lease Documents is subject to GS (or its applicable Affiliate) agreeing with the applicable Utility and coal supplier to certain agreements in connection with the purchase of coal, the sale of Refined Coal, coal handling and site license/lease arrangements in respect of such Facility (the “ Utility Agreements ”).

(c) Simultaneously with the execution of the Utility Agreements, the parties (or Affiliates thereof) shall enter into the Lease Documents and the closing of any such transaction (the “ Closing ”) shall take place in accordance with Section 9.

(d) In the event that GS has reached agreement with the applicable Utility with respect to the Utility Agreements, and both GS and the applicable Utility have a binding commitment (or have agreed on the forms of agreements such that they are ready) to execute and deliver the Utility Agreements, and Owner fails to execute the Lease Documents, such failure shall amount to a breach by Owner of this Agreement, Owner shall promptly refund the Deposit and GS shall be entitled to all remedies available at law or equity, including specific performance.

Section 9 CLOSING .

9.1 At any Closing, GS will deliver, or cause its applicable Affiliate to deliver, to Owner:

(a) An original of each of the Lease Documents, duly executed by GS (or its applicable Affiliate), and with all signatures acknowledged;

(b) Any other deliverables consistent with those provided by the lessees under the AEC Project Agreements; and

(c) By wire transfer of immediately available funds to the account designated by Owner on or before the third day prior to Closing, an amount equal to the Facility Tons times $*, less the amount of any Deposit previously paid by GS with respect to the Facility included in the Closing.

9.2 At any Closing, Owner will deliver, or cause its applicable Affiliate to deliver, to GS:

(a) An original of each of the Lease Documents, duly executed by Owner (or its applicable Affiliate), and with all signatures acknowledged; and

(b) Any other deliverables consistent with those provided by the lessors under the AEC Project Agreements.

Section 10 REPRESENTATIONS AND WARRANTIES .

10.1 Each party hereto hereby represents and warrants to the other party that, as of the date of this Agreement:

(a) Such party is duly formed, validly existing and in good standing under the laws of the state of its formation, and has all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its business as being conducted on the date hereof. Such 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 party or the nature of the activities conducted by such party in operating its business make such qualification necessary under applicable Laws;

(b) Such party has all requisite corporate or similar power and authority to enter into the Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery by such party of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of such party. Upon the execution and delivery by such party of this Agreement, the Agreement will be duly executed and delivered by such party. This Agreement constitutes a valid and binding obligation of such party, enforceable against such party in accordance with its 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) The execution and delivery by such party of this Agreement do not, and the performance by it of its obligations hereunder will not (i) violate, conflict with, or result in any breach of any provision of its 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 (iii) violate any applicable Law;

(d) There are no proceedings pending or, to the knowledge of such party, threatened against such party or relating to such party’s execution, delivery or performance of Agreement. Such party has not received any written claim or notification that may give rise to or notice of any such proceedings which could reasonably be expected to have a material adverse effect on such party or the transactions contemplated by this Agreement. Such party has no knowledge that there is a valid basis for any such claims or proceedings. Such party is not, to such party’s knowledge, 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

(e) No agent, broker, investment banker, or other Person engaged by such party is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee payable by the other party in connection with any of the transactions contemplated by this Agreement.

Section 11 CONFIDENTIALITY .

11.1 Each party hereto 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 a 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 11 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 11 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 11.2 below, to the tax structure or tax treatment of the transaction.

11.2 Each party may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transaction, 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 transaction 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 documents to be delivered in connection herewith.

11.3 If any party is required to disclose any information required by this Section 11 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.

11.4 The parties hereto agree that irreparable damage would occur in the event that this Section 11 was breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Section 11 and to enforce specifically the terms and provisions of this Section 11.

Section 12 AMENDMENT, MODIFICATION AND WAIVER . This Agreement may not be amended or modified except by an instrument in writing signed by each of the parties hereto. Any failure of any party to comply with any obligation, covenant, agreement, or condition contained herein may be waived only if set forth in an instrument in writing signed by the party or parties 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 13 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 any 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.

Section 14 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 15 LIMITATION ON LIABILITY . IN NO EVENT SHALL EITHER PARTY OR SUCH PARTY’S AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE BY REASON OF THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE OR GOODWILL, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 16 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 any rights or remedies of any nature whatsoever under or by reason of this Agreement.

Section 17 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 electronic mail, 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):