0001477932-24-001001 Sample Contracts

UNSECURED REPLACEMENT NOTE
Midwest Energy Emissions Corp. • March 4th, 2024 • Measuring & controlling devices, nec

FOR VALUE RECEIVED, Midwest Energy Emissions Corp., a Delaware corporation (the “Borrower”) hereby promises to pay to the order of AC Midwest Energy LLC, a Delaware limited liability company or its registered assigns (the “Lender”) the amount set out above as the Principal pursuant to the terms of that certain Unsecured Debt Restructuring Agreement dated as of February 27, 2024, by and among the Borrower, MES, Inc., a North Dakota corporation (“MES”) and the Lender (together with all exhibits and schedules thereto and as may be amended, restated, modified and supplemented from time to time the “Debt Restructuring Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Debt Restructuring Agreement.

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UNSECURED DEBT RESTRUCTURING AGREEMENT
Financing Agreement • March 4th, 2024 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York

This UNSECURED DEBT RESTRUCTURING AGREEMENT (as may be amended, restated or modified from time to time, this “Agreement”), dated as of February 27, 2024, 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” 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”.

SATISFACTION AND DISCHARGE OF SECURED DEBT
Satisfaction and Discharge of Secured Debt • March 4th, 2024 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York

This SATISFACTION AND DISCHARGE OF SECURED DEBT (the “Satisfaction and Discharge”), dated as of February 27, 2024, 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” 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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