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".
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”).
