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 Mark R. Suroff,
an adult resident of the State of New York, U.S.A., (“
Mark R. Suroff ”).
Recitals
A. Mark R.
Suroff is currently an executive officer 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 ”), Mark R. Suroff
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 Mark R. Suroff 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 Mark R. Suroff 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 Mark R. Suroff, 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 Mark R. Suroff and his affiliates,
family members, related persons, successors and predecessors,
pertaining to any matters between such parties including, without
limitation, matters in Mark R. Suroff’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 Mark R. Suroff at the Closing out of the proceeds of the
funds held in the Escrow Account as specifically set forth on the
attached Disbursement Schedule.
On the Effective Date, IPOR Capital and Mark R.
Suroff, 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 Mark R. Suroff and his affiliates, family members, related
persons, successors and predecessors, pertaining to any matters
between such parties including, without limitation, matters in Mark
R. Suroff’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 . Mark R. Suroff, 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 p
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