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