TERMINATION AGREEMENTTermination Agreement • June 27th, 2011 • China Youth Media, Inc. • Services-advertising agencies
The undersigned parties hereby agree that the Employment Agreement dated as of November 2, 2009 and effective as of July 1, 2009 (the “Employment Agreement”) by and between China Youth Media, Inc. (the “Company”) and Jay Rifkin (“Rifkin”) is hereby terminated with immediate effect and neither party shall have any further responsibility or liability thereunder, except as the parties have otherwise agreed pursuant to that certain Agreement and Plan of Merger dated as of June 1, 2011 among the Company, China Youth Media Merger Sub, Inc., and Midwest Energy Emissions Corp. (the “Merger Agreement”) and closing thereunder. The consideration Rifkin is receiving pursuant to the Merger Agreement and related documents is deemed to be in full payment for all amounts owed under the Employment Agreement.
ACCEPTANCE AND WAIVERAcceptance and Waiver • June 27th, 2011 • China Youth Media, Inc. • Services-advertising agencies
Reference is hereby made to that certain Agreement and Plan of Merger (the “Agreement”) dated as of June 1, 2011 among China Youth Media, Inc., China Youth Media Merger Sub, Inc., and Midwest Energy Emissions Corp. (the “Company”).
NOMINATION AGREEMENTNomination Agreement • June 27th, 2011 • China Youth Media, Inc. • Services-advertising agencies • Delaware
THIS NOMINATION AGREEMENT (this “Agreement”) is entered into as of June 21, 2011, by and among Richard MacPherson (“MacPherson”), 3253517 Nova Scotia Limited, a corporation organized under the laws of the province of Nova Scotia (the “Stockholder”), and Jay Rifkin (“Rifkin”).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • June 27th, 2011 • China Youth Media, Inc. • Services-advertising agencies
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.”
VOTING AGREEMENTVoting Agreement • June 27th, 2011 • China Youth Media, Inc. • Services-advertising agencies • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of June 21, 2011, by and among Jay Rifkin (“Rifkin”) and the stockholders of China Youth Media, Inc., a Delaware corporation (the “Company”), listed on the signature pages hereto (the “Stockholders”).
ContractEscrow Agreement • June 27th, 2011 • China Youth Media, Inc. • Services-advertising agencies • Delaware
