WARRANTWarrant Agreement • April 21st, 1999 • World Wide Magic Net Inc • Services-computer programming, data processing, etc. • California
EXHIBIT 2.1 SECURITIES PURCHASE AGREEMENT BY AND AMONG KEATING REVERSE MERGER FUND, LLC ("BUYER"), CYBER MERCHANTS EXCHANGE, INC. ("COMPANY"), FRANK YUAN ("YUAN") DATED AS OF NOVEMBER 19, 2004 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE...Securities Purchase Agreement • November 22nd, 2004 • Cyber Merchants Exchange Inc • Services-computer programming, data processing, etc. • Colorado
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").
AND FRANK S. YUAN AS TENANTLease Agreement • April 30th, 1999 • World Wide Magic Net Inc • Services-computer programming, data processing, etc. • California
CYBER MERCHANTS EXCHANGE, INC. d.b.a. C-ME.com SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 4th, 1999 • World Wide Magic Net Inc • Services-computer programming, data processing, etc.
EMPLOYMENT CONTRACT FOR SENIOR EXECUTIVE THE WORLD WIDE MAGIC NET, INC., a California corporation, located at 320 S. Garfield Avenue, Alhambra, California 91803, hereinafter referred to as the Employer, and ALAN CHANG, 2704 Birch Street, Apt. B,...Employment Agreement • August 3rd, 1998 • World Wide Magic Net Inc
CIT Date: Oct 19, 2000 Cyber Merchants Exchange, Inc. 600 S. Lake Avenue, Suite 405 Pasadena, CA 91106 FACTORING AGREEMENT -------------------- Ladies and Gentlemen: We are pleased to confirm the terms and conditions that will govern our funds in use...Factoring Agreement • November 13th, 2000 • Cyber Merchants Exchange Inc • Services-computer programming, data processing, etc. • California
EXHIBIT 2.1 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT BY AND AMONG KI EQUITY PARTNERS II, LLC ("BUYER"), CYBER MERCHANTS EXCHANGE, INC. ("COMPANY"), AND FRANK YUAN ("YUAN") DATED AS OF AUGUST 25, 2005 AMENDED AND RESTATED SECURITIES PURCHASE...Securities Purchase Agreement • August 26th, 2005 • Cyber Merchants Exchange Inc • Services-business services, nec • Colorado
EMPLOYMENT AGREEMENT CYBER MERCHANTS EXCHANGE, INC., a California corporation, located at 320 S. Garfield Avenue, Alhambra, California 91803, hereinafter referred to as Employer, and DAVID RAU, 5831 Lancashire Avenue, Westminster, California 92683,...Employment Agreement • May 6th, 1999 • Cyber Merchants Exchange Inc • Services-computer programming, data processing, etc. • California
RECITALSParticipation Agreement • April 21st, 1999 • World Wide Magic Net Inc • 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 AGREEMENTBest Efforts Compensation Agreement • May 14th, 1999 • Cyber Merchants Exchange Inc • Services-computer programming, data processing, etc. • California
SHARE PURCHASE AGREEMENT [To purchase any of the shares, you must be a resident of one of the following states: California, Colorado, The District of Columbia, Florida, Illinois, Massachusetts, Nevada, New Jersey, New York, Texas, Citizens of other...Share Purchase Agreement • August 3rd, 1998 • World Wide Magic Net Inc
SECURITY AGREEMENTSecurity 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”).
RECITALSParticipation Agreement • May 6th, 1999 • Cyber Merchants Exchange Inc • Services-computer programming, data processing, etc. • California
Registration Rights AgreementRegistration 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 80111-2739Financial Advisory Agreement • August 24th, 2006 • Cyber Merchants Exchange Inc • 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 AGREEMENTAssignment 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”)
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • April 2nd, 2007 • Infosmart Group, Inc. • Phonograph records & prerecorded audio tapes & disks • Hong Kong
Tenancy AgreementTenancy Agreement • September 15th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec
PLACEMENT AGREEMENT July 7, 2006Placement Agreement • August 24th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec • California
English Translation] Tenancy AgreementTenancy Agreement • September 15th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec
SECURITIES PURCHASE AGREEMENTSecurities 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 AgreementTenancy Agreement • September 15th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec
English Translation] Tenancy AgreementTenancy Agreement • September 15th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec
FIRST AMENDMENT TO THE EXCHANGE AGREEMENTExchange 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, 2006Exchange 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 AGREEMENTEscrow 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 AGREEMENTVoting 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 AGREEMENTRegistration 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 AGREEMENTGuarantee 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 AGREEMENTCooperation 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.
AMENDED AND RESTATED GUARANTEE AND ASSUMPTION AGREEMENTGuarantee and Assumption Agreement • August 24th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec • California
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”).
ContractWarrant Agreement • August 24th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec • California
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
ContractWarrant Agreement • May 6th, 2008 • Infosmart Group, Inc. • Phonograph records & prerecorded audio tapes & disks • New York
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.
COOPERATION AGREEMENTCooperation Agreement • August 24th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec • Hong Kong
