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”).
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”).
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”).
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.
INFOSMART GROUP, INC. SECURED DEBENTURESecured Debenture • May 6th, 2008 • Infosmart Group, Inc. • Phonograph records & prerecorded audio tapes & disks • New York
FOR VALUE RECEIVED, the undersigned, Infosmart Group, Inc., a California corporation (referred to herein as the “Company”), with a business address at 5th Floor, QPL Industrial Building, 126-140 Texaco Road, Tsuen Wan, Hong Kong, hereby unconditionally promises to pay to the order of _____, its endorsees, successors and/or assigns (the “Lender”), in lawful money of the United States, at 1400 Old Country Road, Suite 206, Westbury, New York 11590, or such other address as the Lender may from time to time designate, the principal sum of _____ ($_____) (the “Issue Amount”). This Debenture shall mature and become due and payable in full on the one-year anniversary of the date of issue of this Debenture (the “Maturity Date”).
