0001144204-06-035553 Sample Contracts

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.

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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.

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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”)

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PLACEMENT AGREEMENT July 7, 2006
Escrow Agreement • August 24th, 2006 • Cyber Merchants Exchange Inc • Services-business services, nec • California
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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

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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.”

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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”.

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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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AMENDED AND RESTATED GUARANTEE AND ASSUMPTION AGREEMENT
Guarantee 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”).

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Contract
Warrant • 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

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

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:

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