Cyber Merchants Exchange Inc Sample Contracts

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2,500,000 SHARES CYBER MERCHANTS EXCHANGE, INC. d.b.a. C-ME.com Common Stock BEST EFFORTS COMPENSATION AGREEMENT
World Wide Magic Net Inc • April 21st, 1999 • Services-computer programming, data processing, etc. • California
2,500,000 SHARES CYBER MERCHANTS EXCHANGE, INC. d.b.a. C-ME.com Common Stock BEST EFFORTS COMPENSATION AGREEMENT
Cyber Merchants Exchange Inc • May 14th, 1999 • Services-computer programming, data processing, etc. • California
THAT, CYBER MERCHANTS EXCHANGE, INC., a California corporation with offices at 600 South Lake Ave., Suite 405, Pasadena, CA 91106 (herein the "Undersigned"), in consideration of One ($1.00) Dollar paid to the Undersigned by BANK SINOPAC with address...
Assignment Agreement • February 14th, 2001 • Cyber Merchants Exchange Inc • Services-computer programming, data processing, etc. • California

This assignment and transfer is made to the Bank, its successors, endorsers or assigns, as collateral security for the payment of any all liabilities and obligations of the Undersigned to the Bank and any claims of the Bank against the Undersigned, whether now existing or hereafter incurred whether originally contracted with the Bank and/or with another and now or hereafter owing to or acquired by the Bank, whether contracted by the Undersigned alone or jointly and/or severally with another or others, and whether absolute or contingent, secured or unsecured, matured or unmatured (all of the foregoing being herein called "Obligations").

2,500,000 SHARES CYBER MERCHANTS EXCHANGE, INC. d.b.a. C-ME.com Common Stock BEST EFFORTS COMPENSATION AGREEMENT
Cyber Merchants Exchange Inc • May 14th, 1999 • Services-computer programming, data processing, etc. • California
AND FRANK S. YUAN AS TENANT
Lease Agreement • April 30th, 1999 • World Wide Magic Net Inc • Services-computer programming, data processing, etc. • California
WARRANT
Warrant And • April 21st, 1999 • World Wide Magic Net Inc • Services-computer programming, data processing, etc. • California
RECITALS
Participation Agreement • April 21st, 1999 • World Wide Magic Net Inc • Services-computer programming, data processing, etc. • California
RECITALS
Participation Agreement • May 6th, 1999 • Cyber Merchants Exchange Inc • Services-computer programming, data processing, etc. • California
SECURITY AGREEMENT
Security Agreement • May 6th, 2008 • Infosmart Group, Inc. • Phonograph records & prerecorded audio tapes & disks • New York

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”).

Registration Rights Agreement
Registration Rights Agreement • August 24th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec • California

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.

Keating Securities, LLC Greenwood Village, Colorado 80111-2739
Cyber Merchants Exchange Inc • August 24th, 2006 • Services-business services, nec • Colorado

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.

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • August 24th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec • California

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. d.b.a. C-ME.com SHARE PURCHASE AGREEMENT
World Wide Magic Net Inc • May 4th, 1999 • Services-computer programming, data processing, etc.
SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • April 2nd, 2007 • Infosmart Group, Inc. • Phonograph records & prerecorded audio tapes & disks • Hong Kong
Tenancy Agreement
Tenancy Agreement • September 15th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec
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PLACEMENT AGREEMENT July 7, 2006
Escrow Agreement • August 24th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec • California
English Translation] Tenancy Agreement
Tenancy Agreement • September 15th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 6th, 2008 • Infosmart Group, Inc. • Phonograph records & prerecorded audio tapes & disks • New York

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”).

English Translation] Tenancy Agreement
Tenancy Agreement • September 15th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec
English Translation] Tenancy Agreement
Tenancy Agreement • September 15th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec
CYBER MERCHANTS EXCHANGE, INC. d.b.a. C-ME.com SHARE PURCHASE AGREEMENT
World Wide Magic Net Inc • April 21st, 1999 • Services-computer programming, data processing, etc.
FIRST AMENDMENT TO THE EXCHANGE AGREEMENT
Exchange Agreement • August 24th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec • California

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

EXCHANGE AGREEMENT BY AND AMONG CYBER MERCHANTS EXCHANGE, INC., KI EQUITY PARTNERS II, LLC PRIME FORTUNE ENTERPRISES LIMITED AND EACH STOCKHOLDER OF PRIME FORTUNE ENTERPRISES LIMITED DATED AS OF JULY 7, 2006
Exchange Agreement • July 12th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec • California

THIS EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of July 7, 2006, 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 (the "Company"), and each of the persons listed under the caption "Shareholders" on the signature page hereof, together with each person becoming a Shareholder prior to the closing of the transactions contemplated hereunder who shall execute a counterpart signature of this Agreement, such persons being all of the shareholders of the Company. The Shareholders shall be referred to herein collectively as the "Shareholders" and individually as the "Shareholder".

ESCROW AGREEMENT
Escrow Agreement • August 24th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec • California

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.”

VOTING AGREEMENT
Voting Agreement • August 24th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec • California

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”.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 6th, 2008 • Infosmart Group, Inc. • Phonograph records & prerecorded audio tapes & disks • New York

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”).

GUARANTEE AND ASSUMPTION AGREEMENT
Guarantee and Assumption Agreement • July 12th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec • California

THIS GUARANTEE AND ASSUMPTION AGREEMENT ("Agreement") made as of July 7, 2006, by and among Cyber Merchants Exchange, Inc. a California corporation ("Cyber"), Infosmart Group, Limited, a company incorporated in the British Virgin Islands (“InfoSmart”), 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”).

COOPERATION AGREEMENT
Cooperation Agreement • August 24th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec • Hong Kong

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.

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