Supplemental Agreement to Agreement and Plan of Merger among China Youth Media, Inc., China Youth Media Merger Sub, Inc., and Midwest Energy Emissions Corp.

Summary

This supplemental agreement, dated June 21, 2011, is between China Youth Media, Inc., its wholly owned subsidiary China Youth Media Merger Sub, Inc., and Midwest Energy Emissions Corp. It clarifies that all past and present directors and officers of China Youth Media, Inc. are entitled to rely on the representations, warranties, and covenants in the original merger agreement, especially those related to indemnification and directors and officers insurance. These individuals are recognized as third-party beneficiaries of the agreement, ensuring their rights and protections under its terms.

EX-10.2 3 chyu_ex102.htm SUPPLEMENTAL AGREEMENT TO THE AGREEMENT AND PLAN OF MERGER DATED JUNE 21, 2011 chyu_ex102.htm
EXHIBIT 10.2
 
SUPPLEMENTAL AGREEMENT
 
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.”
 
Notwithstanding anything to the contrary contained therein, the Parties hereby agree that all past and present directors and officers of CHYU are entitled to rely upon the representations, warranties and covenants of the Parties contained in the Agreement, including but not limited to the representations, warranties and covenants with respect to Indemnification and Directors and Officers Insurance, and the benefits conferred therein and thereby, and all such past and present directors and officers of CHYU shall be deemed third party beneficiaries of the Agreement.
 
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the 21st day of June, 2011.
 
 
 
CHINA YOUTH MEDIA, INC.,
A DELAWARE CORPORATION
 
       
  By:
/S/Jay Rifkin
 
  Name: 
Title: 
Jay Rifkin
Chief Executive Officer
 
 
 
CHINA YOUTH MEDIA MERGER SUB, INC.,
A DELAWARE CORPORATION
 
 
  By:
/S/Jay Rifkin
 
  Name: 
Title:
Jay Rifkin
Chief Executive Officer
 
       
 
MIDWEST ENERGY EMISSIONS CORP.,
A NORTH DAKOTA CORPORATION
 
 
  By: /S/Richard MacPherson  
  Name: 
Title:
Richard MacPherson
Chief Executive Officer