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 Toby Suroff, on
behalf of the Estate of Leonard W. Suroff, deceased, as the duly
authorized personal representative designated in the Will of
Leonard W. Suroff, (“ Suroff ”).
Recitals
A. From
inception of the Company until his death, Leonard W. Suroff was a
stockholder, executive officer and 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, the Buyer has required 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 certain obligations that are
paid by the Company to 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 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 Suroff and his affiliates, family members, related
persons, successors and predecessors, pertaining to any matters
between such parties including, without limitation, matters in
Leonard W. 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 certain obligations that are paid by the Company to 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 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 Suroff
and his affiliates, family members, related persons, successors and
predecessors, pertaining to any matters between such parties
including, without limitation, matters in Leonard W. 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 . 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 professionals, insurers, agents and
all other related entities, including, but not limited to, assigns,
predecessors, successors, controlling corporations, subsidiaries or
other affiliates (jointly, the “ Related Parties
”) from all liabilities and obligation
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