EXHIBIT 10.1 

Attn: Samir Patel

15 River Road, Suite 320

Wilton, Connecticut 06897

Dear Samir,

Reference is hereby made to the Amended and Restated Financing Agreement dated as of November 2016, as amended, and the Unsecured Note Financing Agreement dated as of February 25, 2019 (together, the “Financing Agreements”), in each case by and among Midwest Energy Emissions Corp., as Borrower, MES, Inc., as Guarantor, and AC Midwest Energy LLC, as Lender. 

The undersigned parties acknowledge that, pursuant to a letter dated August 22, 2022 and agreed to by AC Midwest Energy LLC on August 30, 2022, the maturity date for the payment of the outstanding principal balance of the Notes under each of the Financing Agreements was extended to September 30, 2022 (the “Maturity Date”).   The undersigned parties hereby agree that the Maturity Date is hereby further extended to October 31, 2022.

Except to the extent specifically modified herein, all other terms and provisions of each of the Financing Agreements are incorporated by reference herein, and in all respects, shall continue in full force and effect.

If the foregoing is acceptable, kindly execute below whereupon this letter shall be effective in accordance with its terms.