Cyber Merchants Exchange Inc Sample Contracts

Infosmart Group, Inc. – Infosmart Group, Inc. March 23, 2010 (April 1st, 2010)

Infosmart Group, Inc. (the “Company”), is pleased to offer you a Chief Executive Officer. The position is to oversee or direct the operational & management affairs of the Company.

Infosmart Group, Inc. – Infosmart Group, Inc. (December 31st, 2009)

Infosmart Group, Inc. (the “Company”), is pleased to offer you a director position on its Board of Directors (the “Board”). The Board’s purpose is to oversee or direct the property, affairs and business of the Company.

Infosmart Group, Inc. – Infosmart Group, Inc. December 1, 2009 (December 31st, 2009)

Infosmart Group, Inc. (the “Company”), is pleased to offer you a Chief Financial Officer. The position is to oversee or direct the financial affairs of the Company.

Infosmart Group, Inc. – REGISTRATION RIGHTS AGREEMENT (May 6th, 2008)

REGISTRATION RIGHTS AGREEMENT dated as of April 30, 2008 (this "Agreement") by and between INFOSMART GROUP, INC., a California Company (the "Company"), and PROFESSIONAL OFFSHORE OPPORTUNITY FUND, LTD. and PROFESSIONAL TRADERS FUND, LLC (the “Investor”).

Infosmart Group, Inc. – SECURITIES PURCHASE AGREEMENT (May 6th, 2008)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of April 30, 2008, by and among Infosmart Group, Inc., a California corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).

Infosmart Group, Inc. – Contract (May 6th, 2008)

THIS SECURED CONVERTIBLE DEBENTURE AND THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS SECURED CONVERTIBLE DEBENTURE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS, WHICH, IN THE OPINION OF COUNSEL FOR THE LENDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

Infosmart Group, Inc. – Contract (May 6th, 2008)

THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, UNLESS THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

Infosmart Group, Inc. – SECURITY AGREEMENT (May 6th, 2008)

SECURITY AGREEMENT, dated as of April 30, 2008 (this “Agreement”), between Infosmart Group, Inc., a California corporation (the “Company), and the lenders identified on the signature page hereto (the “Lenders”).

Infosmart Group, Inc. – INFOSMART GROUP, INC. SECURED DEBENTURE (May 6th, 2008)

FOR VALUE RECEIVED, the undersigned, Infosmart Group, Inc., a California corporation (referred to herein as the “Company”), with a business address at 5th Floor, QPL Industrial Building, 126-140 Texaco Road, Tsuen Wan, Hong Kong, hereby unconditionally promises to pay to the order of _____, its endorsees, successors and/or assigns (the “Lender”), in lawful money of the United States, at 1400 Old Country Road, Suite 206, Westbury, New York 11590, or such other address as the Lender may from time to time designate, the principal sum of _____ ($_____) (the “Issue Amount”). This Debenture shall mature and become due and payable in full on the one-year anniversary of the date of issue of this Debenture (the “Maturity Date”).

Infosmart Group, Inc. – SALE AND PURCHASE AGREEMENT (April 2nd, 2007)
Cyber Merchants Exchange Inc – [English Translation] Tenancy Agreement (September 15th, 2006)
Cyber Merchants Exchange Inc – [English Translation] Tenancy Agreement (September 15th, 2006)
Cyber Merchants Exchange Inc – Tenancy Agreement (September 15th, 2006)
Cyber Merchants Exchange Inc – [English Translation] Tenancy Agreement (September 15th, 2006)
Cyber Merchants Exchange Inc – [English Translation] Tenancy Agreement (September 15th, 2006)
Cyber Merchants Exchange Inc – CERTIFICATE OF DETERMINATION OF RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF CYBER MERCHANTS EXCHANGE, INC. (August 24th, 2006)
Cyber Merchants Exchange Inc – VOTING AGREEMENT (August 24th, 2006)

This VOTING AGREEMENT, dated as of this 16th day of August, 2006 (“Agreement”), is by and among KI Equity Partners II, LLC, a Delaware limited liability company (“KI Equity”) and each of the other persons whose signature appears under the caption “Shareholders” on the signature page hereof. For purposes of this Agreement, KI Equity and each person whose signature appears on the signature page hereof shall be referred to herein individually as “Shareholder” and collectively as the “Shareholders”.

Cyber Merchants Exchange Inc – TERMS AND CONDITIONS OF SUBSCRIPTION (August 24th, 2006)

The following sets forth the terms and conditions for the purchase by investors (each, an “Investor”) of shares of Series B Convertible Preferred Stock, no par value per share (each, a “Share” and collectively, the “Shares”) of Cyber Merchants Exchange, Inc., a California corporation (the “Company”), having the rights, privileges, powers and restrictions set forth in the Certificate of Determination of Rights, Preferences, Privileges and Restrictions (“Certificate of Determination”) attached as Exhibit F to the Confidential Private Placement Memorandum, dated July 10, 2006, as amended or supplemented from time to time (the “Memorandum”), and warrants to purchase common stock, no par value per share, of the Company (“Common Stock”), pursuant to a purchase warrant in substantially the form attached to the Memorandum as Exhibit H (“Warrants”). The Shares, the Warrants and the Common Stock issuable upon conversion or exercise thereof are collectively referred to herein as the “Securities.”

Cyber Merchants Exchange Inc – CERTIFICATE OF DETERMINATION OF RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF CYBER MERCHANTS EXCHANGE, INC. (August 24th, 2006)
Cyber Merchants Exchange Inc – INFOSMART GROUP LIMITED Unit A2, 18/F., Fortune Factory Building, 40 Lee Chung Street, Chai Wan, Hong Kong. Tel : (852) 2595 0911 Fax : (852) 2558 7316 (August 24th, 2006)

We refer to our recent discussions and now confirm the terms and conditions of your appointment with Infosmart Group Limited (the "Company"):

Cyber Merchants Exchange Inc – ESCROW AGREEMENT (August 24th, 2006)

This Escrow Agreement (this “Agreement”) is made as of August 16, 2006, by and among Cyber Merchants Exchange, Inc., a California corporation ("Cyber"), KI Equity Partners II, LLC, a Delaware limited liability company (“KI Equity”), which owns the majority of the outstanding shares of common stock of Cyber prior to Closing, Infosmart Group, Limited, a corporation organized in the British Virgin Islands ("Company"), the persons listed on the signature pages hereto as the holders of the shares of Series A Preferred Stock issued in connection with the Exchange Agreement (the “Shareholders”), and Richardson Patel LLP (the “Escrow Agent”). All of the aforementioned are also referred to individually herein as a “Party” and collectively herein as the “Parties.”

Cyber Merchants Exchange Inc – Registration Rights Agreement (August 24th, 2006)

This Registration Rights Agreement (this “Agreement”) sets forth certain registration rights of purchasers (each, a “Purchaser” and collectively, the “Purchasers”) of shares of Series B Convertible Preferred Stock (“Shares”) of Cyber Merchants Exchange, Inc., a California corporation (the “Company”) and warrants (the “Investor Warrants”) to purchase shares of the Company’s Common Stock (as defined herein) pursuant to Subscription Agreements to which this Agreement is a part (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”), and of Keating Securities, LLC (“Keating”) to which the Company has issued a warrant (the “Agent Warrant” and together with the Investor Warrants, the “Warrants”) to purchase shares of the Company’s Common Stock.

Cyber Merchants Exchange Inc – INFOSMART GROUP LIMITED Unit A2, 18/F., Fortune Factory Building, 40 Lee Chung Street, Chai Wan, Hong Kong. Tel : (852) 2595 0911 Fax : (852) 2558 7316 (August 24th, 2006)

We refer to our recent discussions and now confirm the terms and conditions of your appointment with Infosmart Group Limited (the "Company"):

Cyber Merchants Exchange Inc – COOPERATION AGREEMENT (August 24th, 2006)
Cyber Merchants Exchange Inc – COOPERATION AGREEMENT (August 24th, 2006)

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong and each of the Parties hereby irrevocably submits to the jurisdiction of the Hong Kong Courts.

Cyber Merchants Exchange Inc – INFOSMART GROUP LIMITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 Index to financial statements (August 24th, 2006)

We have reviewed the accompanying condensed consolidated balance sheet of Infosmart Group Limited as of June 30, 2006, and the related condensed consolidated statements of operations for the three and six months ended June 30, 2006 and 2005, and the statements of cash flows for the six months ended June 30, 2006 and 2005. These financial statements are the responsibility of the Company’s management.

Cyber Merchants Exchange Inc – AMENDMENT AGREEMENT (August 24th, 2006)

For and on behalf of Mega Century Limited /s/ Cheung Suen Kuen Name: For and on behalf of Infosmart Technology Limited /s/ Kwok Chung Name:

Cyber Merchants Exchange Inc – INFOSMART GROUP LIMITED (FORMERLY SINO EXCELLENCE GROUP LIMITED) CONSOLIDATED FINANCIAL STATEMENTS December 31, 2005 and 2004 Index to Consolidated Financial Statements (August 24th, 2006)

We have audited the accompanying consolidated balance sheets of Infosmart Group Limited (the “Company”) and its subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Cyber Merchants Exchange Inc – FIRST AMENDMENT TO THE EXCHANGE AGREEMENT (August 24th, 2006)

THIS FIRST AMENDMENT TO THE EXCHANGE AGREEMENT, dated as of August 14, 2006 (this "Amendment") is entered into by and among Cyber Merchants Exchange, Inc., a California corporation ("Cyber"), KI Equity Partners II, LLC, a Delaware limited liability company (“KI Equity”), Prime Fortune Enterprises Limited, an international business company incorporated in the British Virgin Islands ("Prime"), Prime shareholders Prime Corporate Developments Limited (“Prime Corporate”), Kwok Chung and Lui Sau Wan (the “Prime Shareholders”), Infosmart Group Limited, an international business company incorporated in the British Virgin Islands (“Infosmart”), the Infosmart Shareholders (as defined below) and Hamptons Investment Group Ltd. (“HIG”), to amend the Exchange Agreement (the "Exchange Agreement"), dated as of July 7, 2006 and entered into by and among Cyber, KI Equity, Prime, the Prime Shareholders and HIG. Capitalized terms used in this Amendment without definition shall have the respective meanings

Cyber Merchants Exchange Inc – AMENDED AND RESTATED GUARANTEE AND ASSUMPTION AGREEMENT (August 24th, 2006)

THIS AMENDED AND RESTATED GUARANTEE AND ASSUMPTION AGREEMENT (the "Restated Guarantee Agreement") made as of August 14, 2006, by and among Cyber Merchants Exchange, Inc. a California corporation ("Cyber"), Info Smart International Enterprises Limited, a company incorporated under the laws of Hong Kong (“IS International”), Info Smart Technology Limited, a company incorporated under the laws of Hong Kong (“IS Technology”), and Infoscience Media Limited, a company incorporated under the laws of Hong Kong (“IS Media”).

Cyber Merchants Exchange Inc – INFOSMART GROUP LIMITED Unit A2, 18/F., Fortune Factory Building, 40 Lee Chung Street, Chai Wan, Hong Kong. Tel : (852) 2595 0911 Fax : (852) 2558 7316 (August 24th, 2006)

We refer to our recent discussions and now confirm the terms and conditions of your appointment with Infosmart Group Limited (the “Company”):

Cyber Merchants Exchange Inc – ASSIGNMENT AND ASSUMPTION AGREEMENT (August 24th, 2006)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of August 16, 2006 (the “Effective Date”), by and among Infosmart Group Limited, a company incorporated in the British Virgin Islands (“Infosmart”), Cyber Merchants Exchange, Inc., a California corporation (“Cyber”), Keating Securities, LLC, a Delaware limited liability company (“Keating”), and Axiom Capital Management, Inc., a Delaware corporation (“Axiom”)

Cyber Merchants Exchange Inc – Keating Securities, LLC 5251 DTC Parkway, Suite 1090 Greenwood Village, Colorado 80111-2739 (August 24th, 2006)

This letter will confirm our agreement (“Agreement”) that Keating Securities, LLC (“Keating”) is authorized to represent Cyber Merchants Exchange, Inc. and its current and future subsidiaries (collectively, the "Company”) and to assist the Company as its financial advisor on the terms and conditions set forth herein. This Agreement shall become effective upon the execution hereof by both Keating and the Company.

Cyber Merchants Exchange Inc – Contract (August 24th, 2006)

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT (“WARRANT SHARES”) MAY NOT BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, PLEDGEE, TRANSFEREE OR ENDORSEE HEREOF OR THEREOF BE RECOGNIZED BY THE ISSUER AS HAVING ACQUIRED THE WARRANT OR ANY WARRANT SHARES FOR ANY PURPOSE, UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SECURITIES SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION SHALL BE AVAILABLE UNDER THE SECURITIES ACT AND SUCH LAWS, SUPPORTED BY AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED, WHICH OPINION AND COUNSEL ARE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT AND THE

Cyber Merchants Exchange Inc – PLACEMENT AGREEMENT July 7, 2006 (August 24th, 2006)