0001477932-16-008769 Sample Contracts

Contract
Noteholder Modification Agreement • February 22nd, 2016 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • Ohio

THIS 2013 NOTEHOLDER MODIFICATION AGREEMENT (the "Agreement"), dated and effective as of February 16, 2016 (the "Effective Date") is by and between MIDWEST ENERGY EMISSIONS CORP., a Delaware corporation ("Company") and each of the investors listed on Exhibit A attached hereto and made a part hereof (each a "Holder" and with the secured promissory notes issued to all the Holders in 2013 being collectively, the "Notes" and each a "Note") pursuant to the 2013 offering of up to $6,000,000 of Notes by Company and pursuant to which RICHARD GALTERIO is serving as "Noteholder Agent" for the Holders of the Notes, with authority to enter into this Agreement on behalf of each of the Holders pursuant to the Noteholder Agency Appointment Agreement among the Holders of the Notes, Company and Noteholder Agent.

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