Common use of Capacity; No Conflicts Clause in Contracts

Capacity; No Conflicts. Mr. Webster represents and wa▇▇▇▇▇▇ ▇▇ ▇he Company that: (a) he has full power, authority and capacity to execute and deliver this Agreement, and to perform his obligations hereunder, (b) such execution, delivery and performance will not (and with the giving of notice or lapse of time, or both, would not) result in the breach of any agreement or other obligation to which he is a party or is otherwise bound, and (c) this Agreement is his valid and binding obligation, enforceable in accordance with its terms. Agreed to and executed on this 26th day of February, 2015. By: /s/ Frank T. “Chip” Webster ▇▇▇eed to and ▇▇▇▇▇▇▇d on this 26th day of February, 2015. Adams Resources & Energy, Inc. By: /s/ Richard B. Abshire Richard B. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇in▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EXHIBIT A RELEASE AGREEMENT This Release Agreement (“Release Agreement”) is made by and between Frank T. “Chip” Webster (“Mr. ▇▇▇▇▇▇▇”) and A▇▇▇▇ ▇▇sou▇▇▇▇ & ▇▇▇▇gy, Inc., ▇ Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the Retirement and Transition Agreement dated February 26, 2015 (the “Retirement Agreement”).

Capacity; No Conflicts. Mr. Webster represents and wa▇▇. ▇▇▇▇▇▇▇ ▇▇ ▇he represents and warrants to the Company that: (a) he has full power, authority and capacity to execute and deliver this Agreement, and to perform his obligations hereunder, (b) such execution, delivery and performance will not (and with the giving of notice or lapse of time, or both, would not) result in the breach of any agreement or other obligation to which he is a party or is otherwise bound, and (c) this Agreement is his valid and binding obligation, enforceable in accordance with its terms. Agreed to and executed on this 26th day of February, 2015. By: /s/ Frank T. “Chip” Webster ▇▇▇eed to and ▇▇▇▇▇ ▇▇▇d on this 26th day of February, 2015. Adams Resources & Energy, Inc. By: /s/ Richard B. Abshire Richard B. “Chip” ▇▇▇▇▇▇▇ ▇▇▇▇▇ T. “Chip” ▇in▇▇▇▇▇▇ Agreed to and executed on this 26th day of February, 2015. ▇▇▇▇▇ Resources & Energy, Inc. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EXHIBIT A RELEASE AGREEMENT ▇. ▇▇▇▇▇▇▇ Chief Financial Officer This Release Agreement (“Release Agreement”) is made by and between Frank T. ▇▇▇▇▇ ▇. “Chip” Webster ▇▇▇▇▇▇▇ (“Mr. ▇▇. ▇▇▇▇▇▇▇”) and A▇▇▇▇▇ ▇▇sou▇▇▇▇ Resources & ▇▇▇▇gyEnergy, Inc., ▇ a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the Retirement and Transition Agreement dated February 26, 2015 (the “Retirement Agreement”).