X0306 4 2019-06-18 0 0000355379 MIDWEST HOLDING INC. MDWT 0001746023 Vespoint LLC 1075 OLD POST ROAD BEDFORD NY 10506 0 0 1 0 0001743137 Xenith Holdings LLC 1075 OLD POST ROAD BEDFORD NY 10506 0 0 1 0 Common Stock 2019-06-18 4 C 0 72854474 A 72854474 I By: Xenith Holdings LLC Common Stock 2019-06-18 4 C 0 24284825 A 97139299 I By: Xenith Holdings LLC Common Stock 2019-06-18 4 C 0 4856965 A 101996264 I By: Xenith Holdings LLC Common Stock 2019-06-18 4 C 0 48569650 A 150565914 I By: Xenith Holdings LLC Common Stock 2019-06-18 4 C 0 849968875 A 1000534789 I By: Xenith Holdings LLC Series C Preferred Stock 2019-06-18 4 C 0 1500000 D Common Stock 72854474 0 I By: Xenith Holdings LLC Senior Secured Convertible Promissory Note 2019-06-18 4 C 0 500000.00 D Common Stock 24284825 0 I By: Xenith Holdings LLC Senior Secured Convertible Promissory Note 2019-06-18 4 C 0 100000.00 D Common Stock 4856965 0 I By: Xenith Holdings LLC Senior Secured Convertible Promissory Note 2019-06-18 4 C 0 1000000.00 D Common Stock 48569650 0 I By: Xenith Holdings LLC Senior Secured Convertible Promissory Note 2019-06-18 4 C 0 17500000.00 D Common Stock 849968875 0 I By: Xenith Holdings LLC The shares of Series C Preferred Stock (the "Preferred Stock") were issued for $1.00 per share and are convertible at any time into shares of Common Stock of the Issuer on a 48.569649333 for 1 basis. There is no expiration date for the Preferred Stock. Each of the Senior Secured Convertible Notes (the "Notes" and each a "Note") is convertible at any time prior to its maturity date on April 20, 2028 into shares of Common Stock of the Issuer on a basis of 48.569649333 shares of Common Stock for $1.00 of outstanding principal amount of Notes. This report is filed jointly by Vespoint, LLC ("Vespoint"), Xenith Holdings LLC ("Xenith"), A. Michael Salem ("Salem") and Michael W. Minnich ("Minnich"), all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. Vespoint as managing member of Xenith may be deemed to have shared voting, investment and dispositive power over the shares held by Xenith. Salem and Minnich are each Co-Chief Executive Officers of Vespoint and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by Reporting Persons. Each of Vespoint, Salem and Minnich disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. Salem is a Director and Chief Executive Officer of the Issuer and Minnich is a Director and Executive Chairman of the Issuer. VESPOINT LLC, By: /s/ Michael W. Minnich, Name: Michael W. Minnich, Title: Co-Chief Executive Officer 2019-06-18 XENITH HOLDINGS LLC, By: Vespoint LLC, its Managing Member, By: /s/ Michael W. Minnich, Name: Michael W. Minnich, Title: Co-Chief Executive Officer 2019-06-18