Richard Macpherson

Midwest Energy Emissions Corp. (June 30th, 2017)

This letter confirms and restates the terms of your employment with Midwest Energy Emissions Corp. (the "Company") as our Vice President of Sales, or such other position as the Company may assign to you from time to time, reporting to the President and Chief Executive Officer of the Company, or to such other person as may be designated by the President and Chief Executive Officer of the Company from time to time, effective as of June 15, 2017 (the "Effective Date").

July 12, 2016 (July 15th, 2016)

Waiver and Amendment to Financing Agreement, and Reaffirmation of Guaranty (November 6th, 2015)

This WAIVER AND AMENDMENT TO FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY dated as of March 16, 2015 (the "Amendment"), is executed by and among Midwest Energy Emissions Corp., a Delaware corporation, (the "Borrower"), MES, Inc., a North Dakota corporation ("MES" or "Guarantor"), and AC Energy Midwest LLC, a Delaware limited liability company (the "Lender").

Waiver and Amendment to Financing Agreement, and Reaffirmation of Guaranty (March 20th, 2015)

This WAIVER AND AMENDMENT TO FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY dated as of March 16, 2015 (the "Amendment"), is executed by and among Midwest Energy Emissions Corp., a Delaware corporation, (the "Borrower"), MES, Inc., a North Dakota corporation ("MES" or "Guarantor"), and AC Energy Midwest LLC, a Delaware limited liability company (the "Lender").

Debt Conversion Agreement (June 19th, 2014)

THIS DEBT CONVERSION AGREEMENT (the "Agreement") is made as of this 16th day of June, 2014 by and among MIDWEST ENERGY EMISSIONS CORP., a Delaware corporation (the "Company"), RICHARD MACPHERSON, an individual ("MacPherson"), 3253517 NOVA SCOTIA LIMITED, a Nova Scotia corporation (the "Nova Scotia Company") and EASTERN EMISSIONS CONSULTANTS INCORPORATED, a Nova Scotia corporation ("Eastern Emissions").

Conversion Agreement (July 3rd, 2013)

THIS AGREEMENT is made as of June 27, 2013, by and among MIDWEST ENERGY EMISSIONS CORP., a Delaware corporation (the "Company"), RICHARD MACPHERSON, an individual ("MacPherson"), and 3253517 NOVA SCOTIA LIMITED, a Nova Scotia corporation (the "Nova Scotia Company").

Amended and Restated Employment Agreement (March 13th, 2013)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made and executed effective as of March 1, 2013 (the "Effective Date"), by and between Midwest Energy Emissions Corp., a Delaware corporation (the "Company"), and Marcus A. Sylvester ("Employee").

Employment Agreement (November 7th, 2011)

MIDWEST ENERGY EMISSIONS CORP., a corporation under the laws of the State of Delaware, (Hereinafter referred to as the "COMPANY")

Employment Agreement (October 14th, 2011)

CERTIFICATE OF DESIGNATION OF THE RIGHTS, PREFERENCES, PRIVILEGES, AND RESTRICTIONS, WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE SERIES C CONVERTIBLE PREFERRED STOCK OF CHINA YOUTH MEDIA, INC. (Pursuant to Section 151 of the General Corporation Law of Delaware) (September 19th, 2011)

WHEREAS, the Certificate of Incorporation of the Corporation authorizes a class of stock designated as Preferred Stock, with a par value of $0.001 per share (the "Preferred Class"), comprising Two Million (2,000,000) shares and provides that the Board of Directors of the Corporation may fix the terms, including any dividend rights, dividend rates, conversion rights, voting rights, rights and terms of any redemption, redemption, redemption price or prices, and liquidation preferences, if any, of the Preferred Class;

Voting Agreement (June 27th, 2011)

THIS VOTING AGREEMENT (this "Agreement") is entered into as of June 21, 2011, by and among Jay Rifkin ("Rifkin") and the stockholders of China Youth Media, Inc., a Delaware corporation (the "Company"), listed on the signature pages hereto (the "Stockholders").

Contract (June 27th, 2011)

Supplemental Agreement (June 27th, 2011)

Reference is hereby made to the Agreement and Plan of Merger, dated as of June 1, 2011 (the "Agreement"), among China Youth Media, Inc., a Delaware Corporation ("CHYU"), China Youth Media Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of CHYU ("Merger Sub"), and Midwest Energy Emissions Corp., a North Dakota corporation (the "Company"). CHYU, Merger Sub and the Company are collectively referred to herein as the "Parties."

CERTIFICATE OF MERGER MERGING China Youth Media Merger Sub, Inc. (A Delaware Corporation) ("China Youth") Into Midwest Energy Emissions Corp. (A North Dakota Corporation) ("Midwest") (The Surviving Corporation) (June 27th, 2011)

The undersigned, for the purpose of effecting a merger of a Delaware corporation with a North Dakota corporation pursuant to the laws of the State of North Dakota, do hereby declare and certify the facts stated herein are true:

Nomination Agreement (June 27th, 2011)

THIS NOMINATION AGREEMENT (this "Agreement") is entered into as of June 21, 2011, by and among Richard MacPherson ("MacPherson"), 3253517 Nova Scotia Limited, a corporation organized under the laws of the province of Nova Scotia (the "Stockholder"), and Jay Rifkin ("Rifkin").

AGREEMENT AND PLAN OF MERGER Among China Youth Media, Inc., China Youth Media Merger Sub, Inc., and Midwest Energy Emissions Corp. Dated as of June 1, 2011 (June 7th, 2011)

AGREEMENT AND PLAN OF MERGER, dated as of June 1, 2011 (the "Agreement"), among China Youth Media, Inc., a Delaware Corporation ("CHYU"), China Youth Media Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of CHYU ("Merger Sub"), and Midwest Energy Emissions Corp., a North Dakota corporation (the "Company"). CHYU, Merger Sub and the Company are collectively referred to herein as the "Parties." CHYU and Merger Sub are sometimes referred to herein collectively as the "CHYU Parties."