FINANCING AGREEMENT Dated as of August 14, 2014 by and among MIDWEST ENERGY EMISSIONS CORP., a Delaware corporation as Borrower, MES, INC., a North Dakota corporation as Guarantor and AC MIDWEST ENERGY LLC, a Delaware limited liability company, as...Financing Agreement • August 15th, 2014 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 15th, 2014 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York
THIS INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into as of August 14, 2014, by and among Richard Galterio (“Agent”) as agent for the Investors (as defined in that certain Noteholder Agency Appointment Agreement by and between the Investors and Agent, the “Agency Agreement”)) (each a “Subordinated Creditor” and collectively the "Subordinated Creditors"), Midwest Energy Emissions Corp., a Delaware corporation (“Borrower”) and MES, Inc., a North Dakota corporation (the “Guarantor”) (Borrower and Guarantor shall be referred to herein as the “Credit Parties”) and AC Midwest Energy LLC, a Delaware limited liability company (“Senior Lender”).
SECURITY AGREEMENTSecurity Agreement • August 15th, 2014 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York
THIS SECURITY AGREEMENT (the “Agreement”) is made as of August 14, 2014, by and among Midwest Energy Emissions Corp., a Delaware corporation (“MEEC”), MES, Inc., a North Dakota corporation (“MES”, and collectively with MEEC, the “Debtors”) and AC Midwest Energy LLC, a Delaware limited liability company (the “Lender”).
INVESTOR/REGISTRATION RIGHTS AGREEMENTInvestor/Registration Rights Agreement • August 15th, 2014 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York
This Investor/Registration Rights Agreement (the “Agreement”) is made and entered into as of the 14th day of August, 2014, by and Midwest Energy Emissions Corp., a Delaware corporation (the “Company”) and AC Midwest Energy LLC, a Delaware limited liability company (the “Holder”).
AMENDMENT NO. 5Exclusive Patent and Know-How License Agreement • August 15th, 2014 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec
This Amendment No. 5 (“Amendment No. 5”) to that certain “EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENT INCLUDING TRANSFER OF OWNERSHIP”, dated January 15, 2009 and entered into by and between RLP Energy, Inc. (as predecessor in interest to MES (as defined below) and Licensor (as defined below)) (as amended prior to this Amendment No. 5, the “LICENSE AGREEMENT”), is made to be effective as of the date this Amendment No. 5 is last executed by the Parties below (the “EFFECTIVE DATE”) and is made by and among (each, a “Party” together the “Parties”):
