0001477932-16-008401 Sample Contracts

MIDWEST ENERGY EMISSIONS CORP. WARRANT TO PURCHASE COMMON STOCK
Warrant Agreement • February 3rd, 2016 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York

This Warrant has been issued pursuant to the terms of that certain Financing Agreement, dated as of August 14, 2014, as amended by Waiver and Amendment to Financing Agreement, dated as of March 16, 2015, Waiver and Amendment No. 2 to Financing Agreement, dated as of November 16, 2015 and Amendment No. 3 to Financing Agreement, dated as of the Original Issue Date set forth above (collectively, as so amended and as such may be further amended, restated, modified or supplemented from time to time, the "Financing Agreement"), by and among the Company, the Holder and the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Financing Agreement.

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AMENDMENT NO. 3 TO FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY
Financing Agreement • February 3rd, 2016 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York

This AMENDMENT NO. 3 TO FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY, dated as of January 28, 2016 (the "Amendment"), is executed among Midwest Energy Emissions Corp., a Delaware corporation, (the "Borrower"), MES, Inc., a North Dakota corporation ("MES" or "Guarantor"), and AC Midwest Energy LLC, a Delaware limited liability company (the "Lender").

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