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RELEASE AGREEMENT

Release Agreement

RELEASE AGREEMENT | Document Parties: IPOR Capital, LLC | IPORUSSIA, INC | KI Equity Partners VI, LLC You are currently viewing:
This Release Agreement involves

IPOR Capital, LLC | IPORUSSIA, INC | KI Equity Partners VI, LLC

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Title: RELEASE AGREEMENT
Governing Law: Delaware     Date: 3/26/2007

RELEASE AGREEMENT, Parties: ipor capital  llc , iporussia  inc , ki equity partners vi  llc
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RELEASE AGREEMENT

 

This Release Agreement (the “ Agreement ”) is entered into and dated effective as of March 22, 2007 (the “ Effective Date ”) by and among IPORUSSIA, INC., a Delaware corporation (the “ Company "), IPOR Capital, LLC, a Delaware limited liability company (“ IPOR Capital ”), and Richard Bernstein, an adult resident of the State of New York, U.S.A. (“ Bernstein ”).

 

Recitals

 

A.      Bernstein is currently a stockholder and a director of the Company.

 

B.      The Company and KI Equity Partners VI, LLC, a Delaware limited liability company (“ KI Equity ”) have entered into a certain securities purchase agreement dated March 8, 2007 (“ Purchase Agreement ”) under which the Company will issue 65,789,474 shares of common stock (“ Shares ”) to KI Equity, and KI Equity will purchase the Shares from the Company (“ Stock Issuance ”), for a purchase price of $625,000 (“ Purchase Price ”).

 

C.      All capitalized terms set forth in this Agreement (unless otherwise defined herein) shall have the meaning ascribed to them in the Purchase Agreement.

 

D.      As a condition to the Closing of the transactions contemplated under the Purchase Agreement (“ Closing ”), Bernstein has agreed to indemnify and hold the Company harmless from all liabilities and obligations related to the period prior to Closing, pursuant to the terms and conditions set forth in a certain indemnity agreement (“ Indemnity Agreement ”).

 

E.      As a condition to the Closing of the transactions contemplated under the Purchase Agreement, the Buyer has required Bernstein to terminate any and all agreements and contracts with the Company and irrevocably release the Company from any and all debts, liabilities and obligations, with the exception of the obligations under the Indemnity Agreement and certain obligations that are paid by the Company to Bernstein by the Escrow Agent at the Closing out of the proceeds of the funds held in the Escrow Account as specifically set forth on the Disbursement Schedule, a copy of which is attached hereto and incorporated by reference.

 

Agreements

 

Now, Therefore, in consideration of the above recitals, the following representations, warranties, covenants and conditions, and other good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows:

 

1.       Termination of Agreements . On the Effective Date, the Company and Bernstein, for himself and on behalf of his affiliates, family members, related persons, successors and predecessors, hereby: (i) mutually terminate and cancel any and all agreements and contracts (whether oral or written) between the Company, on the one hand, and Bernstein and his affiliates, family members, related persons, successors and predecessors, pertaining to any matters between such parties including, without limitation, matters in Bernstein’s capacity as an employee, consultant, officer and director of the Company, as the case may be (“ Company Agreements ”), including, without limitation, any employment, consulting and stock option agreements, and (ii) release each other from any further liability and obligations under the Company Agreements. The provisions of this Section 1 shall not apply to the obligations under the Indemnity Agreement and certain obligations that are paid by the Company to Bernstein at the Closing out of the proceeds of the funds held in the Escrow Account as specifically set forth on the attached Disbursement Schedule.

 

1


 

On the Effective Date, IPOR Capital and Bernstein, for himself and on behalf of his affiliates, family members, related persons, successors and predecessors, hereby: (i) mutually terminate and cancel any and all agreements and contracts (whether oral or written) between IPOR Capital, on the one hand, and Bernstein and his affiliates, family members, related persons, successors and predecessors, pertaining to any matters between such parties including, without limitation, matters in Bernstein’s capacity as an employee, consultant, officer and director of IPOR Capital, as the case may be (“ IPOR Capital Agreements ”), including, without limitation, any employment, consulting and stock option agreements, and (ii) release each other from any further liability and obligations under the IPOR Capital Agreements.

 

2.       Waiver and Release . Bernstein, for himself and on behalf of his affiliates, family members, related persons, successors and predecessors, hereby waives, and forever releases and discharges the Company and IPOR Capital and their respective successors and assigns, and their respective past and present officers and directors, employees, shareholders, members, consultants, attorneys, accountants, other professionals, insure


 
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