X0306 4 2016-08-31 0 0000728385 Midwest Energy Emissions Corp. MEEC 0001524386 MacPherson Richard 34 CEDARBANK TERRACE HALIFAX A5 B3P 2TR NOVA SCOTIA, CANADA 1 1 1 0 President and CEO Stock Option (Right to Buy) 1.2 2016-08-31 4 A 0 750000 0 A 2021-08-31 Common Stock 750000 750000 D The stock option shall vest and become exercisable on a cumulative basis as to the number of shares of common stock subject to the option in accordance with the following schedule: (i) 250,000 shares at such time that the closing price of the Issuer's common stock is equal to or in excess of $2.00 per share for any consecutive 30 day trading period following the grant date, (ii) 250,000 shares at such time that the closing price of the Issuer's common stock is equal to or in excess of $3.00 per share for any consecutive 30 day trading period following the grant date, and (iii) 250,000 shares at such time that the Issuer's common stock is uplisted for trading on either the NASDAQ Stock Market or the New York Stock Exchange (including NYSE-MKT). /s/ Richard MacPherson 2016-09-02