X0306 4 2016-11-29 0 0000728385 Midwest Energy Emissions Corp. MEEC 0001565778 Alterna Core Capital Assets Fund II, L.P. C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON CT 06987 0 0 1 0 0001619571 Alterna Capital Partners LLC C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON CT 06897 0 0 1 0 0001619585 Alterna General Partner II LLC C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON CT 06897 0 0 1 0 0001619570 AC Midwest Energy LLC C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON CT 06897 0 0 1 0 0001617820 Toll Harry V. C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON CT 06897 0 0 1 0 0001619289 Press Eric M. C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON CT 06897 0 0 1 0 0001618838 Goldin Earle C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON CT 06897 0 0 1 0 0001619288 Miller Roger P. C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON CT 06897 0 0 1 0 Common Stock, par value $.0001 2016-11-29 4 X 0 8248299 0.5 A 11700000 I By AC Midwest Energy LLC Common Stock, par value $0.0001 2016-11-29 4 X 0 4251701 1.47 D 11700000 I By AC Midwest Energy LLC Common Stock, par value $0.0001 2016-11-29 4 X 0 1751701 0.35 A 11700000 I By AC Midwest Energy LLC Common Stock, par value $0.0001 2016-11-29 4 X 0 902939 1.47 D 11700000 I By AC Midwest Energy LLC 12% Senior Secured Convertible Note 0.5 2016-11-29 4 D 0 9646686 D Common Stock, par value $.0001 9646686 11700000 I By AC Midwest Energy LLC Warrant to Purchase Common Stock 0.5 2016-11-29 4 X 0 12500000 D 2019-08-14 Common Stock, par value $.0001 12500000 11700000 I By AC Midwest Energy LLC Warrant to Purchase Common Stock 0.5 2016-11-29 4 D 0 8133181 D 2019-08-14 Common Stock, par value $.0001 8133181 11700000 I By AC Midwest Energy LLC Warrant to Purchase Common Stock 0.35 2016-11-29 4 X 0 2654639 D 2020-11-16 Common Stock, par value $.0001 2654639 11700000 I By AC Midwest Energy LLC Warrant to Purchase Common Stock 0.35 2016-11-29 4 D 0 6887716 D 2020-11-16 Common Stock, par value $.0001 6887716 11700000 I By AC Midwest Energy LLC Warrant to Purchase Common Stock 0.35 2016-11-29 4 D 0 11903927 D 2021-01-28 Common Stock, par value $.0001 11903927 11700000 I By AC Midwest Energy LLC Represents shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") acquired by AC Midwest Energy LLC ("AC Midwest") through the net cashless exercise of a warrant to acquire up 12,5000,000 shares of Common Stock (the "First Warrant"), pursuant to which 8,248,299 shares were issued to AC Midwest and 4,251,701 shares were withheld by the Issuer to pay the exercise price. This statement is jointly filed by and on behalf of each of Alterna Core Capital Assets Fund II, L.P. ("Fund II"), Alterna Capital Partners LLC ("Alterna"), Alterna General Partner II LLC ("Fund II General Partner"), AC Midwest, Harry V. Toll, Eric M. Press, Roger P. Miller and Earle Goldin. AC Midwest is the record and direct beneficial owner of the securities covered by this statement. Fund II owns all of the outstanding equity interests of AC Midwest and may be deemed to beneficially own securities held by AC Midwest. Alterna, in its capacity as investment adviser to Fund II, has the ability to direct the investment decisions of the Fund II, including the power to vote and dispose of securities held by AC Midwest and may be deemed to beneficially own securities held by AC Midwest. Fund II General Partner, in its capacity as the general partner of Fund II, has the ability to direct the management of Fund II's business, including the power to direct the decisions of Fund II regarding the vote and disposition of securities held by AC Midwest and may be deemed to beneficially own securities held by AC Midwest. Each of Messrs. Toll, Press and Miller, by virtue of their role as managing members of Alterna, and Mr. Goldin, by virtue of his role as a member of Alterna, may be deemed to have shared power regarding the vote and disposition of securities held by AC Midwest and may be deemed to beneficially own securities held by AC Midwest. The price reflects the closing sale price of one share of the Issuer's Common Stock on the trading day immediately preceding the date of exercise. Represents shares of the Issuer's Common Stock acquired by AC Midwest through the net cashless exercise of a warrant to acquire up 3,600,000 shares of Common Stock (the "Second Warrant"), pursuant to which 1,751,701 shares were issued to AC Midwest and 902,939 shares were withheld by the Issuer to pay the exercise price. In accordance with the terms of that certain Amended and Restated Financing Agreement, dated November 1, 2016 (the "Restated Financing Agreement"), by and among the Issuer, the Issuer's wholly-owned subsidiary and AC Midwest, the 12% Senior Secured Convertible Note was surrendered for cancellation at the closing of the transaction contemplated therein. Immediately convertible or exercisable. The maturity date of the note was the earlier of (i) July 31, 2018, or (ii) the date on which the unpaid balance became due and payable pursuant to the terms thereof. The First Warrant was subject to percentage based anti-dilution protection requiring that the aggregate number of shares of Common Stock purchasable upon its initial exercise not be less than an amount equal to 15% of the Issuer's then outstanding shares of capital stock on a fully diluted basis. In accordance with the terms of the Restated Financing Agreement the First Warrant was surrendered for cancellation at the closing of the transaction contemplated therein. The Second Warrant was subject to percentage based anti-dilution protection requiring that the aggregate number of shares of Common Stock purchasable upon its initial exercise not be less than an amount equal to 4.3% of the Issuer's then outstanding shares of capital stock on a fully diluted basis. In accordance with the terms of the Restated Financing Agreement the Second Warrant was surrendered for cancellation at the closing of the transaction contemplated therein. AC Midwest also held a third warrant to acquire up 2,0000,000 shares of Common Stock (the "Third Warrant"). The Third Warrant was subject to percentage based anti-dilution protection requiring that the aggregate number of shares of Common Stock purchasable upon its initial exercise not be less than an amount equal to 7.2% of the Issuer's then outstanding shares of capital stock on a fully diluted basis. In accordance with the terms of the Restated Financing Agreement the Third Warrant was surrendered for cancellation at the closing of the transaction contemplated therein. Thomas X. Fritsch, Attorney-In-Fact 2016-12-02