ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT
10.18
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”),
Xxxxxxx Securities, LLC, a Delaware limited liability company (“Xxxxxxx”),
and
Axiom Capital Management, Inc., a Delaware corporation (“Axiom”)
WHEREAS,
Infosmart, Xxxxxxx and Axiom have entered into that certain Placement Agreement,
dated as of July 7, 2006 (the “Placement
Agreement”),
pursuant to which Infosmart has engaged Xxxxxxx and Axiom to act as placement
agents in connection with the private placement of equity securities of Cyber;
WHEREAS,
Cyber, KI Equity Partners II, LLC, Prime Fortune Enterprises Limited, an
international business company incorporated in the British Virgin Islands
(“Prime
Fortune”),
the
shareholders of Prime Fortune, Infosmart, and the shareholders of Infosmart
are
parties to that certain Exchange Agreement, dated July 7, 2006, as amended
August 14, 2006 (as the same may be further amended from time to time) (the
“Exchange
Agreement”),
which
provides, upon the terms and subject to the conditions thereof, for the exchange
of all of the shares of Infosmart for Cyber’s shares of Series A Convertible
Preferred Stock (the “Exchange”);
WHEREAS,
as provided in the Placement Agreement, Cyber shall assume all of Infosmart’s
rights and obligations under the Placement Agreement.
NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged, Infosmart, Xxxxxxx, Axiom and Cyber hereby agree
as follows:
1. Assignment
and Assumption.
Infosmart hereby assigns, transfers and conveys unto Cyber, and Cyber hereby
assumes and agrees to perform all of the covenants, agreements and obligations
of Infosmart under the Placement Agreement, including, without limitation,
the
obligation to pay to Xxxxxxx and Axiom when due all amounts under the Placement
Agreement, whether now existing or arising after the Effective Date. Cyber
shall
hold harmless and indemnify and defend Infosmart from and against any and all
loss, cost, liability, expense, damage or claim arising out of or related to
the
Placement Agreement.
2. Consent
to Assignment and Assumption.
Xxxxxxx
and Axiom hereby consent to the assignment by Infosmart of its rights to Cyber,
and the assumption by Cyber of the obligations of Infosmart, under the Placement
Agreement, in full satisfaction of requirements of the Placement Agreement.
3. Miscellaneous.
This
Agreement shall be construed under and enforced in accordance with the laws
of
the State of California. This Agreement and all of its terms and provisions
shall be binding upon and inure to the benefit of Infosmart and its respective
successors and assigns, and Cyber and its successors and assigns. This Agreement
may be executed in a number of identical counterparts, each of which shall
be
deemed an original and all of which, collectively, shall constitute one
agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption
Agreement to be executed as of the date first above written.
INFOSMART
GROUP LIMITED
By:
/s/ Xxxx Xxx Ming
Name:
Xxxx Xxx Ming
Title:
Director
CYBER
MERCHANTS EXCHANGE, INC.
By:
/s/ Xxxx Xxxxx
Name:
Xxxx Xxxxx
Title:
President
and CEO
XXXXXXX
SECURITIES, LLC
By:
/s/ Xxxxxxx X. Xxxxxxx
Name:
Xxxxxxx X. Xxxxxxx
Title:
President
AXIOM
CAPITAL MANAGEMENT, INC.
By:
/s/ Xxxx X. Xxxxxxx
Name:
Xxxx
X.
Xxxxxxx
Title:
President
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