0001477932-22-008126 Sample Contracts

REPURCHASE OPTION AGREEMENT
Repurchase Option Agreement • November 2nd, 2022 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York

This REPURCHASE OPTION AGREEMENT (the “Agreement”), dated and effective as of October 28, 2022 (the “Effective Date”), is executed between Midwest Energy Emissions Corp., a Delaware corporation, (the “Company”), and AC Midwest Energy LLC, a Delaware limited liability company (the “Stockholder”). Each of the Company and the Stockholder may hereinafter be referred to, individually, as a “Party” and, collectively, as the “Parties”.

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TERMINATION AGREEMENT
Termination Agreement • November 2nd, 2022 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec

This TERMINATION AGREEMENT dated as of October 28, 2022, is being entered into by and among Midwest Energy Emissions Corp., a Delaware corporation, (the “Borrower”), MES, Inc., a North Dakota corporation and wholly owned subsidiary of the Borrower (“MES”), and AC Midwest Energy LLC, a Delaware limited liability company (the “Lender”). Each of Borrower, MES and the Lender may hereinafter be referred to, individually, as a “Party” and, collectively, as the “Parties.”

AMENDMENT NO. 4 TO AMENDED AND RESTATED FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY
Financing Agreement • November 2nd, 2022 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York

This AMENDMENT NO. 4 TO AMENDED AND RESTATED FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY, dated as of October 28, 2022 (this “Amendment No. 4”), 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”). Each of Borrower, MES and the Lender may hereinafter be referred to, individually, as a “Party” and, collectively, as the “Parties”.

AMENDMENT NO. 1 TO UNSECURED NOTE FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY
Unsecured Note Financing Agreement • November 2nd, 2022 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York

This AMENDMENT NO. 1 TO UNSECURED NOTE FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY, dated as of October 28, 2022 (the “Amendment”), is executed among Midwest Energy Emissions Corp., a Delaware corporation, (the “Borrower”), MES, Inc., a North Dakota corporation and wholly owned subsidiary of the Borrower (“MES” or “Guarantor”), and AC Midwest Energy LLC, a Delaware limited liability company (the “Lender”). Each of Borrower, MES and the Lender may hereinafter be referred to, individually, as a “Party” and, collectively, as the “Parties”.

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