Midwest Energy Emissions Corp. - FORM 8-K - EX-10.3 - ACCEPTANCE AND WAIVER TO THE AGREEMENT AND PLAN OF MERGER DATED JUNE 21, 2011 - June 27, 2011

Attached files

file filename
8-K - FORM 8-K - Midwest Energy Emissions Corp.chyu_8k.htm
EX-3.1 - CERTIFICATE OF DESIGNATION OF THE SERIES B CONVERTIBLE PREFERRED STOCK - Midwest Energy Emissions Corp.chyu_ex31.htm
EX-10.4 - ESCROW AGREEMENT DATED JUNE 21, 1011 - Midwest Energy Emissions Corp.chyu_ex104.htm
EX-10.6 - VOTING AGREEMENT DATED JUNE 21, 2011 - Midwest Energy Emissions Corp.chyu_ex106.htm
EX-10.7 - NOMINATION AGREEMENT DATED JUNE 21, 2011 - Midwest Energy Emissions Corp.chyu_ex107.htm
EX-10.8 - TERMINATION AGREEMENT DATED JUNE 21, 2011 - Midwest Energy Emissions Corp.chyu_ex108.htm
EX-99.1 - MIDWEST ENERGY EMISSIONS CORP. AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND THE CUMULATIVE PERIOD FROM INCEPTION (DECEMBER 17, 2008) TO DECEMBER 31, 2010 - Midwest Energy Emissions Corp.chyu_ex991.htm
EX-10.5 - CERTIFICATE OF MERGER DATED JUNE 21, 1011 - Midwest Energy Emissions Corp.chyu_ex105.htm
EX-10.2 - SUPPLEMENTAL AGREEMENT TO THE AGREEMENT AND PLAN OF MERGER DATED JUNE 21, 2011 - Midwest Energy Emissions Corp.chyu_ex102.htm
EX-99.2 - MIDWEST ENERGY EMISSIONS CORP. UNAUDITED FINANCIAL STATEMENTS FOR THE PERIODS ENDED MARCH 31, 2011 AND DECEMBER 31, 2010 AND FOR THE PERIOD FROM INCEPTION (DECEMBER 17, 2008) TO MARCH 31, 2011 - Midwest Energy Emissions Corp.chyu_ex992.htm
EXHIBIT 10.3
 
ACCEPTANCE AND WAIVER

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”).

The undersigned hereby accepts the delivery of (a) the audited balance sheets of the Company as of December 31, 2009 and 2010 and the related audited statements of income, statements of cash flows and changes in stockholders’ equity for the years then ended, and the notes relating thereto, and (b) the unaudited balance sheets of the Company as of April 30, 2011, and the related unaudited statements of income, statements of cash flows and changes in stockholders’ equity for the four month periods ended April 30, 2011 and 2010, and the notes relating thereto, in full compliance of the requirements set forth in Section 7.8 of the Agreement, and hereby waives any other condition in the Agreement contrary thereto.

Dated as of June 21, 2011   
 
 
CHINA YOUTH MEDIA, INC.,
  
       
  By:
/S/Jay Rifkin
  
  Name: 
Title: 
Jay Rifkin
Chief Executive Officer
 
  
 
CHINA YOUTH MEDIA MERGER SUB, INC.,
  
  By:
/S/Jay Rifkin
  
  Name: 
Title:
Jay Rifkin
Chief Executive Officer
  
       
 

Midwest Energy Emissions Corp. Reports

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