EXHIBIT 1
3,000,000 Shares
IPORUSSIA, INC.
Common Stock $.0001 par value
UNDERWRITING AGREEMENT
New York, New York
________________, 2004
▇▇▇▇▇▇▇ Securities, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
IPORUSSIA, INC., a Delaware corporation (the "Company"), hereby
confirms the agreement made with respect to the retention of ▇▇▇▇▇▇▇ Securities,
Inc. (the "Underwriter"), as the exclusive agent of the Company, to publicly
offer and sell, pursuant to the terms of this Underwriting Agreement (the
"Agreement"), an aggregate of 3,000,000 shares of Common Stock, $.0001 par value
(the "Shares" and such class of stock being herein called the "Common Stock"),
of the Company on a "best efforts, 600,000 share minimum and 3,000,000 share
maximum" basis (the "Offering").
The Company hereby severally confirms the agreements made by it with
respect to the sale of the Common Stock by the Company as follows:
1. Representations and Warranties.
(A) The Company represents and warrants to, and agrees with you, the
Underwriter, as of the date hereof, the Effective Date (as hereinafter defined)
and the Final Closing Date (as hereinafter defined) that:
(i) A registration statement (File No. 33-98247) on Form SB-2
relating to the public offering of the Shares, including a preliminary form of
prospectus, copies of which have heretofore been delivered to the Underwriter,
has been prepared by the Company in conformity with the requirements of the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
(the "Rules and Regulations") of the Securities and Exchange Commission (the
"Commission") thereunder, and has been filed with the Commission under the Act.
The Company has filed, prior to the effective date of such registration
statement (the "Effective Date"), an additional amendment or amendments to such
registration statement, copies of which
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shall be delivered to the Underwriter. "Preliminary Prospectus" shall mean each
prospectus filed pursuant to Rule 430 of the Rules and Regulations. The
registration statement (including all financial statements and exhibits) as
amended at the time it becomes effective and the final prospectus included
therein are respectively referred to as the "Registration Statement" and the
"Prospectus", except that (i) if the prospectus first filed by the Company
pursuant to Rule 424(b) of the Rules and Regulations shall differ from said
prospectus as then amended, the term "Prospectus" shall mean the prospectus
first filed pursuant to Rule 424(b), and (ii) if such registration statement or
prospectus is amended or such prospectus is supplemented after the Effective
Date and prior to the termination of the Offering, the terms "Registration
Statement" and "Prospectus" shall mean such registration statement and
prospectus as so amended, and the term "Prospectus" shall mean the prospectus as
so supplemented, or both, as the case may be.
(ii) The Commission has not issued any order preventing or
suspending the use of any Preliminary Prospectus. When the Registration
Statement becomes effective and at all times subsequent thereto up to the Final
Closing Date (a) the Registration Statement and Prospectus and any amendments or
supplements thereto will contain all statements which are required to be stated
therein in accordance with the Act and the Rules and Regulations, and will in
all respects conform to the requirements of the Act and the Rules and
Regulations; and (b) neither the Registration Statement nor the Prospectus will
include any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make statements therein not
misleading; provided, however, that the Company makes no representations,
warranties or agreements as to information contained in or omitted from the
Registration Statement or Prospectus in reliance upon, and in conformity with,
written information furnished to the Company by or on behalf of the Underwriter
specifically for use in the preparation thereof. It is understood that the
statements set forth in the Prospectus under the heading "Underwriting" and the
identity of counsel to the Underwriter under the heading "Legal Matters"
constitute the only information furnished in writing by or on behalf of the
Underwriter for inclusion in the Registration Statement and Prospectus, as the
case may be.
(iii) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of Delaware, with full
power and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus and is duly qualified to do business as
a foreign corporation and is in good standing in all other jurisdictions in
which the nature of its business or the character or location of its properties
requires such qualification, except where failure to so qualify will not
materially affect the business, properties or financial condition of the
Company.
(iv) The authorized, issued and outstanding capital stock of
the Company as of the date hereof is as set forth in the Prospectus under
"Capitalization"; the shares of issued and outstanding capital stock of the
Company set forth thereunder have been, or will be when issued as set forth in
the Prospectus, duly authorized, validly issued, fully paid and non-assessable;
no options, warrants or other rights to purchase, agreements or other
obligations to issue, or agreements or other rights to convert any obligation
into, any shares of capital stock of the
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Company have been granted or entered into by the Company; and the Common Stock
conforms to all statements relating thereto contained in the Registration
Statement and Prospectus.
(v) This Agreement has been duly and validly authorized,
executed and delivered by the Company, and assuming due execution of this
Agreement by the other parties hereto, constitutes the valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, except as rights to indemnity and contribution hereunder may be limited
by federal or state securities laws and except (A) as the enforceability hereof
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors' rights generally, and (B) that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
certain equitable defenses and to the discretion of the court before which any
proceedings may be brought. The Company has full power and lawful authority to
authorize, issue and sell the Shares on the terms and conditions set forth
herein, and no consent, approval, authorization or other order of any
governmental authority is required in connection with such authorization, issue
and sale except, such as may be required under the Act or state securities laws.
(vi) Except as described in the Prospectus, the Company is not
in violation, breach or default of or under, and consummation of the
transactions herein contemplated and the fulfillment of the terms of this
Agreement will not conflict with, or result in a breach of, any of the terms or
provisions of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the property or assets
of the Company pursuant to the terms of, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Company is a party
or by which the Company may be bound or to which any of the property or assets
of the Company is subject, nor will such action result in any violation of the
provisions of the certificate of incorporation or the by-laws of the Company, or
any statute or any order, rule or regulation applicable to the Company of any
court or of any regulatory authority or other governmental body having
jurisdiction over the Company.
(vii) Subject to the qualifications stated in the Prospectus,
the Company has good and marketable title to its respective properties and
assets described in the Prospectus as owned by it, free and clear of all liens,
charges, encumbrances or restrictions, except such as are not materially
significant or important in relation to their respective businesses; all of the
material leases and subleases under which the Company is the lessor or sublessor
of properties or assets or under which the Company holds properties or assets as
lessee or sublessee as described in the Prospectus are in full force and effect,
and, except as described in the Prospectus, the Company is not in default in any
material respect with respect to any of the terms or provisions of any of such
leases or subleases, and no claim has been asserted by anyone adverse to rights
of the Company as lessor, sublessor, lessee or sublessee under any of the leases
or subleases mentioned above, or affecting or questioning the right of the
Company to continued possession of the leased or subleased premises or assets
under any such lease or sublease, except as described or referred to in the
Prospectus; and the Company owns or leases all such properties described in the
Prospectus as are necessary to their operations as now conducted and, except as
otherwise stated
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in the Prospectus, as proposed to be conducted as set forth in the Prospectus.
(viii) ▇▇▇▇▇ ▇▇▇▇▇ CPA, who has given his report on certain
financial statements filed and to be filed with the Commission as a part of the
Registration Statement, which are incorporated in the Prospectus, is an
independent public accountant with respect to the Company as required by the Act
and the Rules and Regulations.
(ix) The financial statements, together with related notes,
set forth in the Prospectus, present fairly the financial position and results
of operations and changes in financial position of the Company on the basis
stated in the Registration Statement, at the respective dates and for the
respective periods to which they apply. Said statements and related notes have
been prepared in accordance with accounting principles generally accepted in the
United States of America applied on a basis which is consistent during the
periods involved.
(x) Subsequent to the respective dates as of which information
is given in the Registration Statement and Prospectus, the Company has not
incurred any liabilities or obligations, direct or contingent, not in the
ordinary course of business (other than deferred offering costs related to the
Offering), nor has it entered into any transaction not in the ordinary course of
business, which is material to the business of the Company. There has not been
any change in the capital stock of, or any incurrence of long-term debt by, the
Company or any issuance of options, warrants or other rights to purchase the
capital stock of the Company or any adverse change or any development involving,
so far as the Company can now reasonably foresee, a prospective adverse change
in the condition (financial or other), net worth, results of operations,
business, key personnel or properties that would be material to the business or
financial condition of the Company. The Company has not become a party to, and
neither the business nor the property of the Company has become the subject of,
any material litigation whether or not in the ordinary course of business.
(xi) Except as set forth in the Prospectus, there is not now
pending or, to the knowledge of the Company, threatened, any action, suit or
proceeding to which the Company is a party before or by any court or
governmental agency or body, which might result in any material adverse change
in the condition (financial or other), business prospects, net worth, or
properties of the Company nor are there any actions, suits or proceedings
related to environmental matters or related to discrimination on the basis of
age, sex, religion or race; and no labor disputes involving the employees of the
Company exist or are imminent which might be expected to adversely affect the
conduct of the business, property or operations or the financial condition or
earnings of the Company.
(xii) Except as disclosed in the Prospectus, the Company has
filed all necessary federal, state and foreign income and franchise tax returns
and has paid all taxes shown as due thereon; and there is no tax deficiency
which has been or, to the knowledge of the Company, might be asserted against
the Company.
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(xiii) Except as described in the Prospectus, the Company has
sufficient licenses, permits and other governmental authorizations as are
required for the conduct of its business or the ownership of its properties as
described in the Prospectus and is, in all material respects, complying
therewith and owns or possesses adequate rights to use all material patents,
patent applications, trademarks, service marks, trade-names, trademark
registrations, service ▇▇▇▇ registrations, copyrights and licenses necessary for
the conduct of such business and has not received any notice of conflict with
the asserted rights of others in respect thereof. To the best knowledge of the
Company, none of the activities or business of the Company is in violation of,
or cause the Company to violate, any law, rule, regulation or order of the
United States, any state, county, locality, or other jurisdiction, including,
without limitation, Russia, or of any agency or body of the United States or of
any state, county, locality, or other jurisdiction, including, without
limitation, Russia, the violation of which would have a material adverse effect
upon the condition (financial or otherwise), business, property, prospective
results of operations, or net worth of the Company.
(xiv) The Company has not directly or indirectly, at any time
(i) made any contributions to any candidate for political office, or failed to
disclose fully any such contribution in violation of law or (ii) made any
payment to any state, federal or foreign governmental officer or official, or
other person charged with similar public or quasi-public duties, other than
payments or contributions required or allowed by applicable law. The Company's
internal accounting controls and procedures are sufficient to cause the Company
to comply in all material respects with the Foreign Corrupt Practices Act of
1977, as amended.
(xv) On each Closing Date (as hereinafter defined), all
transfer or other taxes that are required to be paid in connection with the sale
and transfer of the Common Stock will have been fully paid or provided for by
the Company and all laws imposing such taxes will have been fully complied with.
(xvi) All contracts and other documents of the Company that
are under the Rules and Regulations required to be filed as exhibits to the
Registration Statement have been so filed.
(xvii) As of the date hereof, the Company has no subsidiaries.
The Company intends to form a subsidiary to register as a broker-dealer
following its receipt of the minimum proceeds from the Offering.
(xiii) The Company has not entered into any agreement pursuant
to which any person is entitled, either directly or indirectly, to compensation
from the Company for services as a finder in connection with the Offering.
2. Appointment of Agent to Sell the Shares
(a) Subject to the terms and conditions of this Agreement, and
upon the basis of the representations, warranties, and agreements herein
contained, the Company hereby appoints
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the Underwriter as its exclusive agent for a period of 90 days from the
Effective Date, subject to an extension by mutual agreement of the Company and
the Underwriter, for an additional period not to exceed 90 days, to sell the
Shares, and the Underwriter, on the basis of the representations and warranties
of the Company herein, accepts such appointment and agree to use its best
efforts, on a 600,000 share minimum and 3,000,000 share maximum basis, to find
purchasers for the Shares. The price at which the Underwriter shall sell the
Shares to the public, as agent for the Company, shall be $1.00 per share, and
the Company shall pay a commission of $.10 per share in respect of such Shares
sold on behalf of the Company by the Underwriter.
(b) The Company agrees to pay the Underwriter a
non-accountable expense allowance (the "Allowance") of three percent (3%) of
such gross proceeds and will issue warrants to purchase shares of the Company's
common stock equal to 10% of the Shares sold in the Offering at an exercise
price of $1.32 per share (the "Warrants"). The parties hereto acknowledge that
prior to the execution of this Agreement, the Company has paid the Underwriter
an advance of $17,500 against the Allowance. If this Agreement is terminated and
no initial closing has occurred, then the Underwriter will remit to the Company
the amount by which $17,500 exceeds the Underwriter's reasonable out-of-pocket
expenses (evidenced by invoices for such expenses).
(c) Except as otherwise provided herein, whether or not the
Offering is successfully completed, the Company hereby agrees to bear all of the
expenses in connection with the Offering including, but not limited to the
following: filing fees, printing and duplicating costs, advertisements, postage
and mailing expenses with respect to the transmission of Offering material,
registrar and transfer agent fees, escrow agent fees and expenses, fees of the
Company's counsel and accountants, issue and transfer taxes, if any, and "Blue
Sky" counsel fees and expenses. It is agreed that the Company's counsel shall
perform the required Blue Sky legal services.
(d) It is a condition of this Agreement that the Underwriter
shall use its best efforts to sell the Shares on behalf of the Company, that any
and all funds received from such sale, without any deduction therefrom
whatsoever, including, but not limited to, any underwriting commission or any
dealer concession or otherwise, shall be forthwith deposited in an escrow
account at North Fork Bank, as Escrow Agent, pursuant to the terms of an Escrow
Agreement entered into by and among the Company, the Underwriter and the Escrow
Agent. In the event a minimum of 600,000 Shares is not sold within 90 days after
the Effective Date (or such later date up to 180 days as may be agreed in
writing by the Company and the Underwriter pursuant to Section 2(a) hereof), all
funds will be promptly refunded to the subscribers in full, without deduction
therefrom but with the interest earned thereon. Certificates will be issued to
purchasers only if the proceeds from the sale of at least 600,000 Shares are
released from escrow to the Company. Until such time as the funds have been
released and the certificates delivered to the purchasers thereof, such
purchasers, if any, will be deemed subscribers and not stockholders. The funds
in escrow will be held for the benefit of those subscribers until released to
the Company and will not be subject to creditors of the Company or for the
expenses of this Offering.
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(e) If subscriptions for at least 600,000 Shares (the "Minimum
Offering") have been received in escrow and accepted by the Company prior to the
expiration of the Offering, a closing (the "Initial Closing") shall be held at
the offices of the Underwriter, or such other place as the parties may agree, as
soon as practicable (but not later than 10 business days) following the date
when the parties hereto confirm in writing that subscriptions for the Minimum
Offering have been accepted. After 600,000 Shares have been sold, the Offering
will continue on a "best efforts" basis. At any time prior to the expiration of
the Offering following the Initial Closing and after receipt in escrow and
acceptance by the Company of subscriptions of additional Shares of Common Stock
in increments of at least 500,000 Shares (the "Interim Closing Amount"), one or
more closings (each, an "Interim Closing") shall take place in the manner herein
set forth with respect the Initial Closing; provided, however that the
Underwriter may close with respect to fewer Shares than the Interim Closing
Amount subject to the Company's consent, which shall not be unreasonably
withheld. In the event that the Offering expires prior to receipt in escrow and
acceptance by the Company of an Interim Closing Amount, a final closing shall be
held at such time regardless of the amount then held in escrow (the "Final
Closing"). No Shares will be sold in this Offering after the termination of the
Offering. The Initial Closing, Interim Closing and Final Closing shall each be
referred to herein as a "Closing" and each such Closing shall occur on a
"Closing Date."
(f) In the event of the sale of at least 600,000 Shares, such
concessions from the public offering price may be allowed to selected dealers
and members of the National Association of Securities Dealers, Inc. ("NASD") as
the Underwriter determines and the Underwriter shall furnish the Company with
such information about the proposed distribution arrangements as may be
necessary for inclusion in the Registration Statement.
3. Offering the Shares on Behalf of the Company.
It is understood that the Underwriter proposes to offer the Shares to
the public, solely as agent for the Company, upon the terms and conditions set
forth in the Registration Statement. The Underwriter shall commence making such
offers as agent for the Company on the Effective Date or as soon thereafter as
the Underwriter deems advisable.
4. Selected Dealers.
The Underwriter may offer and sell the Shares for the Company's
accounts through selected dealers registered with the NASD, as selected by the
Underwriter pursuant to a form of Selected Dealer Agreement, pursuant to which
the Underwriter may allow a concession (out of the underwriting commission in
the event of the sale of at least 600,000 Shares) within the limits to be set
forth in the Prospectus, but all such sales by Selected Dealers shall be made by
the Company, acting through the Underwriter as agent, and not for the account of
the Underwriter.
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5. Covenants of the Company. The Company covenants and agrees with the
Underwriter that:
(a) The Company will use its best efforts to cause the
Registration Statement to become effective and, upon notification from the
Commission that the Registration Statement has become effective, will so advise
the Underwriter and will not at any time, whether before or after the Effective
Date, file any amendment to the Registration Statement or supplement to the
Prospectus of which the Underwriter shall not previously have been advised and
furnished with a copy or to which the Underwriter or the Underwriter's counsel
shall have objected in writing or which is not in compliance with the Act and
the Rules and Regulations.
As soon as the Company is advised thereof, the Company will
advise the Underwriter, and confirm the advice in writing, of the receipt of any
comments of the Commission, of the effectiveness of any post-effective amendment
to the Registration Statement, of the filing of any supplement to the Prospectus
or any amended Prospectus, of any request made by the Commission for amendment
of the Registration Statement or for supplementing of the Prospectus or for
additional information with respect thereto, of the issuance by the Commission
or any state or regulatory body of any stop order or other order suspending the
effectiveness of the Registration Statement or any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the
qualification of the Common Stock for offering in any jurisdiction, or of the
institution of any proceedings for any of such purposes, and will use its best
efforts to prevent, the issuance of any such order, and, if issued, to obtain as
soon as possible the lifting thereof.
The Company has caused to be delivered to the Underwriter
copies of each Preliminary Prospectus, and the Company has consented and hereby
consents to the use of such copies for the purposes permitted by the Act. The
Company authorizes the Underwriter and dealers to use the Prospectus in
connection with the sale of the Shares for such period as in the opinion of
counsel to the Underwriter the use thereof is required to comply with the
applicable provisions of the Act and the Rules and Regulations. If, at any time
within such period as a Prospectus is required to be delivered under the Act,
the Company has knowledge of an event or circumstance which materially affects
the Company or the securities of the Company, or which, in the opinion of
counsel for the Company or counsel for the Underwriter, should be set forth in
an amendment of the Registration Statement or a supplement to the Prospectus in
order to make the statements therein not then misleading, in light of the
circumstances existing at the time the Prospectus is required to be delivered to
a purchaser of the Shares or in case it shall be necessary to amend or
supplement the Prospectus to comply with law or with the Rules and Regulations,
the Company will notify the Underwriter promptly and forthwith prepare and file
with the Commission and furnish to the Underwriter copies of such amended
Prospectus or of such supplement to be attached to the Prospectus, in such
quantities as the Underwriter may reasonably request, in order that the
Prospectus, as so amended or supplemented, will not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to
8
make the statements in the Prospectus, in the light of the circumstances under
which they are made, not misleading. The preparation and furnishing of any such
amendment or supplement to the Registration Statement or amended Prospectus or
supplement to be attached to the Prospectus shall be without expense to the
Underwriter, except that in case the Underwriter is required, in connection with
the sale of the Shares, to deliver a Prospectus nine months or more after the
effective date of the Registration Statement, the Company will, upon request of
and at the expense of the Underwriter, amend or supplement the Registration
Statement and Prospectus and furnish the Underwriter with reasonable quantities
of prospectuses complying with Section l0(a)(3) of the Act.
The Company will comply with the Act and the Rules and
Regulations in connection with the Offering and issuance of the Shares.
(b) The Company will use its best efforts to qualify to
register the Shares for sale under the securities or "Blue Sky" laws of such
jurisdictions as the Underwriter may designate and will make such applications
and furnish such information as may be required for that purpose and to comply
with such laws, except in any jurisdiction where the Company would be required
to (A) except in New York, register as a securities dealer, (B) qualify
generally to do business as a foreign corporation, (C) subject itself to
taxation or (D) take any action which would subject it to general service of
process. The Company will, from time to time, prepare and file such statements
and reports as are or may be required to continue such qualification in effect
until the completion of the Offering. Underwriter's counsel shall receive copies
of all blue sky filings and a Preliminary and Final Blue Sky Memorandum from
Company's counsel, which Blue Sky Memorandum shall be subject to the reasonable
approval of Underwriter's counsel. Copies of the Memoranda will also be supplied
to the Underwriter. In addition, the Company shall make such application with
Standard & Poors or Mergent (each, a "Rating Agency") as shall be necessary to
enable holders of the Company's Common Stock to trade such Common Stock in the
maximum number of states possible without further registration or qualification
thereof by the Company and shall use its best efforts to cause such Rating
Agency to approve such application.
(c) If the sale of the Common Stock provided for herein is not
consummated for any reason, the Company shall pay all costs and expenses
incident to the performance of the Company's obligations hereunder, including,
but not limited to, all of the expenses itemized in Section 2(c), including the
Accountable Expenses of the Underwriter and the Underwriter's reasonable legal
fees.
(d) For a period of at least five (5) years from the Final
Closing Date and thereafter as required by Rule 14a-3 under the Securities
Exchange Act of 1934, the Company, at its expense, will furnish to its
stockholders an annual report (including financial statements audited by
independent public accountants), in reasonable detail, and at its expense, will
furnish to the Underwriter during the period ending five (5) years from the
Final Closing Date, (i) as soon as practicable after the end of each fiscal
year, a balance sheet of the Company and any of
9
its subsidiaries as at the end of such fiscal year, together with statements of
income and cash flows of the Company and any subsidiaries for such fiscal year,
all in reasonable detail and accompanied by a copy of the certificate or report
thereon of independent accountants; (ii) as soon as they are available, a copy
of all reports (financial or other) mailed to stockholders; (iii) as soon as
they are available, a copy of all non-confidential reports and financial
statements furnished to or filed with the Commission; and (iv) such other
information as the Underwriter may from time to time reasonably request.
(e) In the event the Company has an active subsidiary or
subsidiaries, such financial statements referred to in subsection (d) above will
be on a consolidated basis to the extent the accounts of the Company and its
subsidiary or subsidiaries are consolidated in reports furnished to its
stockholders generally.
(f) The Company will deliver to the Underwriter at or before
the Initial Closing Date, two signed copies of the Registration Statement,
including all financial statements and exhibits filed therewith, and of all
amendments thereto, and will deliver to the Underwriter such number of copies of
the Registration Statement, including such financial statements but without
exhibits, and of all amendments thereto, as the Underwriter may reasonably
request. The Company will deliver to or upon the order of the Underwriter, from
time to time until the Effective Date as many copies of any Preliminary
Prospectus filed with the Commission prior to the Effective Date as the
Underwriter may reasonably request. The Company will deliver to the Underwriter
on the Effective Date and thereafter for so long as a Prospectus is required to
be delivered under the Act, from time to time, as many copies of the Prospectus,
in final form, or as thereafter amended or supplemented, as the Underwriter may
from time to time reasonably request.
(g) The Company will make generally available to its
Stockholders and deliver to the Underwriter as soon as it is practicable to do
so, an earnings statement (which need not be audited) covering a period of at
least twelve consecutive months beginning after the Effective Date, which shall
satisfy the requirements of Section 11(a) of the Act (which may be in a manner
complying with Rule 158 under the Act).
(h) The Company will apply the net proceeds from the sale of
the Common Stock for the purposes set forth under "Use of Proceeds" in the
Prospectus, and will file such reports with the Commission with respect to the
sale of the Common Stock and the application of the proceeds therefrom as may be
required pursuant to Rule 463 under the Act.
(i) The Company will, promptly upon the Underwriter's request,
prepare and file with the Commission any amendments or supplements to the
Registration Statement, Preliminary Prospectus or Prospectus and take any other
action which in the reasonable opinion of Snow ▇▇▇▇▇▇ ▇▇▇▇▇▇ P.C., counsel to
the Underwriter ("Counsel to the Underwriter"), may be reasonably necessary or
advisable in connection with the distribution of the Common Stock, and will use
its best efforts to cause the same to become effective as promptly as possible.
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(j) Concurrently with the effectiveness of the Registration
Statement, the Company will register its Common Stock under the Securities
Exchange Act of 1934 and will effect and maintain such registration for at least
five (5) years from the Final Closing Date.
(k) The Company and each of ▇▇▇▇▇▇▇▇ Kuznetzov, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the principal stockholders of the Company,
represent that it or he has not taken and agrees that it or he will not take,
directly or indirectly, any action designed to or which has constituted or which
might reasonably be expected to cause or result in the stabilization or
manipulation of the price of the Common Stock or to facilitate the sale or
resale of the Common Stock.
(l) During the 90 day period commencing on the Final Closing
Date, the Company will not, without the prior written consent of the Underwriter
grant options to purchase shares of Common Stock at a price less than the
initial public offering price.
(m) The Company shall not file an application to list its
Common Stock on the Nasdaq Over-the-Counter Bulletin Board, the Nasdaq Stock
Market, or any securities exchange until the earlier of the Final Closing Date
or the termination of the Offering.
6. Conditions of Underwriter's Obligation.
The obligations of the Underwriter to act as agent for the Company are
subject to the accuracy (as of the date hereof, and as of each Closing Date) of
and compliance with the representations and warranties of the Company herein, to
the accuracy of statements of officers of the Company made pursuant to the
provisions hereof, to the performance by the Company of its obligations to be
performed hereunder at or prior to each Closing Date, and to the following
conditions:
(a) Prior to the Initial Closing Date, the Registration
Statement shall have become effective, the Company shall have registered its
Common Stock under the Exchange Act, or a Rating Agency shall have approved the
Company's application as contemplated by Section 5(b); and prior to each Closing
Date, the Registration Statement shall remain effective and no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that or similar purpose shall have been instituted
or shall be pending or, to the Underwriter's knowledge or to the knowledge of
the Company, shall be contemplated by the Commission; any request on the part of
the Commission for additional information shall have been complied with to the
reasonable satisfaction of Counsel to the Underwriter; and no stop order shall
be in effect denying or suspending effectiveness of such qualification nor shall
any stop order proceedings with respect thereto be instituted or pending or
threatened under such law.
(b) The Underwriter shall not have advised the Company that
the Registration
11
Statement, the Prospectus, or any amendment or supplement thereto contains any
untrue statement of fact which, in the reasonable opinion of Counsel for the
Underwriter, is material or omits to state a fact which, in the opinion of such
Counsel, is material and is required to be stated therein or necessary to make
the statements therein not misleading.
(c) At each Closing, the Underwriter shall have received the
opinion, dated as of the Closing Date, of Jenkens & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP,
counsel for the Company, in form and substance reasonably satisfactory to
Counsel to the Underwriter, to the effect that:
(i) the Company and, to the extent that the Company
has any subsidiaries on such Closing Date, each subsidiary has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation with full corporate power and
authority to own its property and conduct its business as described in the
Registration Statement and Prospectus and is duly qualified or licensed to do
business as a foreign corporation and is in good standing in each other
jurisdiction in the United States in which the ownership or leasing of its
property or conduct of its business as described in the Prospectus requires such
qualification, except to the extent the failure to so qualify or be in good
standing would not have a material adverse effect on the Company.
(ii) to the best knowledge of such counsel, except as
described in the Prospectus, (a) the Company has obtained, or is in the process
of obtaining, all United States licenses, United States permits and other United
States governmental authorizations necessary to the conduct of its business as
described in the Prospectus, (b) such licenses, permits and other governmental
authorizations obtained are in full force and effect, and (c) the Company is in
all material respects complying therewith;
(iii) as of March 31, 2004, the authorized capital
stock of the Company is as set forth under "Capitalization" in the Prospectus,
and the outstanding shares of the Company's Common Stock as reflected in the
Prospectus have been duly authorized are validly issued, fully paid and
non-assessable and conform to the description thereof contained in the
Prospectus. Under the Company's certificate of incorporation and by-laws and
under the Delaware General Corporation Law (the "DGCL"), the outstanding shares
of Common Stock of the Company have not been issued in violation of the
preemptive rights of any stockholder and the stockholders of the Company and do
not have any preemptive rights or other rights to subscribe for or to purchase
any of the Common Stock. Except as provided under the DGCL and the Act, there
are no restrictions upon the voting or transfer of any of the outstanding shares
of Common Stock of the Company nor will there be any restrictions upon the
voting or transfer of any of the Shares. The Common Stock conforms to the
description thereof contained in the Prospectus. The Shares have been duly
authorized and, when issued and delivered pursuant to this Agreement and the
Registration Statement will be validly issued, fully paid, non-assessable, free
of preemptive rights under the Company's certificate of incorporation and under
the DGCL and no personal liability will attach to the ownership thereof. To the
best of such counsel's knowledge, neither the filing of the Registration
Statement nor the offering or sale of the
12
Common Stock as contemplated by this Agreement gives rise to any registration
rights or similar rights;
(iv) this Agreement has been duly and validly
authorized, executed and delivered by the Company, and assuming due execution
and delivery of this Agreement by the Underwriter, is the valid and legally
binding obligation of the Company, except as rights to indemnity and
contribution hereunder may be limited by federal or state securities laws and
except (A) as the enforceability hereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally, and (B) that the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to certain equitable defenses
and to the discretion of the court before which any proceedings may be brought;
(v) the certificates evidencing the Shares are in due
and proper form;
(vi) such counsel knows of no pending or threatened
legal or governmental proceedings to which the Company is a party which could
materially adversely affect the business, property, financial condition or
operations of the Company or which question the validity of the Common Stock of
the Company, this Agreement, or any action taken or to be taken by the Company
pursuant to this Agreement, and no such proceedings are known to such counsel to
be contemplated against the Company. There are no United States governmental
proceedings of which such counsel has knowledge or United States regulations
required to be described or referred to in the Registration Statement which are
not so described or referred to;
(vii) to such counsel's knowledge, the Company is not
in violation of or default under, nor will the execution and delivery of this
Agreement, or the incurrence of the obligations herein set forth and the
consummation of the transactions herein, result in a violation of, or constitute
a default under, (A) the certificate of incorporation or by-laws of the Company,
(B) any material obligations, agreements, covenants or conditions contained in
any bond, debenture, note or other evidence of indebtedness or in any contract,
indenture, mortgage, loan agreement, lease, joint venture or other agreement or
instrument of which such counsel has knowledge, to which the Company is a party
or by which it may be bound or (C) any material order, rule, regulation, writ,
injunction, or decree of any government, governmental instrumentality or court,
domestic or foreign, of which such counsel has knowledge;
(viii) the Registration Statement has become
effective under the Act and, to the best of such counsel's knowledge, no stop
order suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for that purpose have been instituted or are pending before,
or threatened by, the Commission; and the Registration Statement and the
Prospectus (except for the financial statements and other financial and
statistical data contained therein, or omitted therefrom, as to which such
counsel need express no opinion) comply as to form in all material respects with
the applicable requirements of the Act and the Rules and
13
Regulations;
(ix) such counsel is familiar with all contracts and
other documents referred to in the Registration Statement and the Prospectus and
any such amendment or supplement or filed as exhibits to the Registration
Statement and all descriptions in the Registration Statement and the Prospectus,
and any amendment or supplement thereto, of contracts and other documents are
accurate and fairly present the information required to be shown, and such
counsel does not know of any contracts or documents of a character required to
be summarized or described therein or to be filed as exhibits thereto which are
not so summarized, described or filed;
(x) no authorization, approval, consent, or license
of any governmental or regulatory authority or agency is necessary in connection
with the authorization, issuance, transfer, sale or delivery of the Shares by
the Company, in connection with the execution, delivery and performance of this
Agreement by the Company, or in connection with the taking of any action
contemplated herein, other than (A) registration under the Act and (B)
registrations or qualifications of the Shares under applicable state or foreign
securities or Blue Sky laws; and
(xi) the statements in the Registration Statement
under the captions "Business", "Management", and "Description of Common Stock"
have been reviewed by such counsel and insofar as they refer to descriptions of
agreements, statements of law, descriptions of statutes, licenses, rules or
regulations or legal conclusions as to United States law, are correct in all
material respects.
Such opinion shall also cover such matters incident to the
transactions contemplated hereby as the Underwriter or Counsel to the
Underwriter shall reasonably request. In rendering such opinion, such counsel
may rely upon certificates of any officer of the Company, or public officials as
to matters of fact, and may rely as to all matters of law other than the law of
the United States, the State of New York or the DGCL upon opinions of counsel
satisfactory to the Underwriter, in which case the opinion shall state that such
counsel has no reason to believe that the Underwriter and they are not entitled
to so rely.
In addition, such counsel shall state that it has participated
in the preparation of the Registration Statement and the Prospectus and nothing
has come to the attention of such counsel to cause such counsel to have reason
to believe that the Registration Statement or any amendment thereto, at the time
it became effective, contained any untrue statement of a material fact required
to be stated therein or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading or that the
Prospectus or any supplement thereto contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make statements
therein, in light of the circumstances under which they were made, not
misleading (except, in the case of both the Registration Statement and any
amendment thereto and the Prospectus and any supplement thereto, for the
financial statements, notes thereto and other financial information and
statistical data contained therein, as to which such counsel need express no
opinion).
14
(d) All corporate proceedings and other legal matters relating
to this Agreement, the Registration Statement, the Prospectus and other related
matters shall be satisfactory to or approved by Counsel to the Underwriter, and
the Underwriter shall have received from such counsel a signed opinion, dated as
of the Initial Closing Date, with respect to the validity of the issuance of the
Common Stock, the form of the Registration Statement and Prospectus (other than
the financial statements and other financial data contained therein), the
execution of this Agreement and other related matters as the Underwriter may
reasonably require. The Company shall have furnished to counsel to the
Underwriter such documents as they may reasonably request for the purpose of
enabling them to render such opinion.
(e) The Underwriter shall have received letters prior to the
Effective Date and on and as of the Initial Closing Date and each subsequent
Closing Date from ▇▇▇▇▇ ▇▇▇▇▇ CPA, independent public accountant for the
Company, substantially in the form approved by the Underwriter.
(f) At each Closing Date, (i) the representations and
warranties of the Company contained in this Agreement shall be true and correct
with the same effect as if made on and as of such Closing Date and the Company
shall have performed all of its obligations hereunder and satisfied all
conditions to be satisfied at or prior to such Closing Date, (ii) the
Registration Statement and the Prospectus and any amendments or supplements
thereto shall contain all statements which are required to be stated therein in
accordance with the Act and the Rules and Regulations, and in all material
respects conform to the requirements thereof, and neither the Registration
Statement nor the Prospectus nor any amendment or supplement thereto shall
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, (iii) there shall have been, since the respective dates as of
which information is given, no material adverse change in the business,
properties or condition (financial or otherwise), results of operations, capital
stock, long-term or short-term debt or general affairs of the Company from that
set forth in the Registration Statement and the Prospectus, except changes which
the Registration Statement and Prospectus indicate might occur after the
Effective Date, and the Company shall not have incurred any material liabilities
or agreement not in the ordinary course of business other than as contemplated
in the Registration Statement and Prospectus; and (iv) except as set forth in
the Prospectus, no action, suit or proceeding at law or in equity shall be
pending or threatened against the Company which would be required to be set
forth in the Registration Statement and no proceedings shall be pending or
threatened against the Company before or by any commission, board or
administrative agency in the United States or elsewhere, wherein an unfavorable
decision, ruling or finding would materially and adversely affect the business,
property, condition (financial or otherwise), results of operations or general
affairs of the Company, and (v) the Underwriter shall have received, at each
Closing Date, a certificate signed by each of the President or Executive Vice
President and the principal financial or accounting officer of the Company,
dated as of each Closing Date, evidencing compliance with the provisions of this
subsection (f).
15
(g) If any of the conditions herein provided for in this
Section shall not have been fulfilled as of the date indicated, this Agreement
and all obligations of the Underwriter under this Agreement as to any
prospective Closing may be cancelled at, or at any time prior to, such Closing
by the Underwriter notifying the Company of such cancellation in writing or by
telecopier at or prior to the Closing Date for such Closing. Any such
cancellation shall be without liability of the Underwriter to the Company.
7. Indemnification.
(a) The Company agrees to indemnify and hold harmless the
Underwriter and each person, if any, who controls the Underwriter within the
meaning of the Act against any losses, claims, damages or liabilities, joint or
several (which shall, for all purposes of this Agreement, include, but not be
limited to, all reasonable costs of defense and investigation and all attorneys'
fees), to which the Underwriter or such controlling person may become subject
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, any Preliminary Prospectus, the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state in the Registration Statement, any Preliminary
Prospectus, Prospectus, or any amendment or supplement thereto, a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that the Company will not be liable in any such
case to the extent, but only to the extent, that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
the Underwriter specifically for use in the preparation of the Registration
Statement or any such amendment or supplement thereof or any such Preliminary
Prospectus or the Prospectus or any such amendment or supplement thereto. This
indemnity will be in addition to any liability which the Company may otherwise
have.
(b) The Underwriter will indemnify and hold harmless the
Company, each of its directors, each of its officers who has signed the
Registration Statement, and each other person, if any, who controls the Company
within the meaning of the Act, against any losses, claims, damages or
liabilities (which shall, for all purposes of this Agreement, include, but not
be limited to, all costs of defense and investigation and all attorneys' fees)
to which the Company or any such director, officer, or controlling person may
become subject under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, any Preliminary Prospectus, the
Prospectus, or any amendment or supplement thereto, or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such loss,
claim, damage or
16
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by the Underwriter
specifically for use in the preparation of the Registration Statement, any
Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto.
This indemnity agreement will be in addition to any liability which the
Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify in writing the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise under
this Section except to the extent that such failure shall have prejudiced the
defense of such action. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate in, and, to the
extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, subject to the provisions herein
stated, with counsel reasonably satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election to so assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. The indemnified
party shall have the right to employ separate counsel in any such action and to
participate in the defense thereof, but the fees and expenses of such counsel
shall not be at the expense of the indemnifying party if the indemnifying party
has assumed the defense of the action with counsel reasonably satisfactory to
the indemnified party; provided that if the indemnified party is the Underwriter
or a person who controls the Underwriter within the meaning of the Act, the fees
and expenses of such counsel shall be at the expense of the indemnifying party
if (i) the employment of such counsel has been specifically authorized in
writing by the indemnifying party, (ii) the indemnifying party shall have failed
to assume the defense of such action or to employ counsel reasonably
satisfactory to the indemnified party or to pay all expenses relating thereto,
or (iii) the named parties to any such action (including any impleaded parties)
include both the Underwriter or such controlling person and the indemnifying
party and in the judgment of the Underwriter, it is advisable for the
Underwriter or controlling persons to be represented by separate counsel (in
which case the indemnifying party shall not have the right to assume the defense
of such action on behalf of the Underwriter or such controlling person, it being
understood, however, that the indemnifying party shall not, in connection with
any one such action or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys for all indemnified parties, which firm shall be
designated in writing by the Underwriter). No settlement of any action against
an indemnified party shall be made without the consent of the indemnified party,
which shall not be unreasonably withheld in light of all factors of importance
to such indemnified party.
17
8. Contribution.
In order to provide for just and equitable contribution under
the Act in any case in which (i) the Underwriter make a claim for
indemnification pursuant to Section 7 hereof but it is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case, notwithstanding the fact
that the express provisions of Section 7 provide for indemnification in such
case, or (ii) contribution under the Act may be required on the part of the
Underwriter, then the Company and each person who controls the Company, and the
Underwriter shall contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (which shall, for all purposes of this
Agreement, include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys' fees) in either such case (after
contribution from others) in such proportions that the Underwriter are
responsible for that portion of such losses, claims, damages or liabilities
represented by the percentage that the underwriting discount per share appearing
on the cover page of the Prospectus bears to the public offering price appearing
thereon, and the Company shall be responsible for the remaining portion;
provided, however, that (a) if such allocation is not permitted by applicable
law then the relative fault of the Company and the Underwriter and controlling
persons, in the aggregate, in connection with the statements or omissions which
resulted in such damages and other relevant equitable considerations shall also
be considered. The relative fault shall be determined by reference to, among
other things, whether in the case of an untrue statement of a material fact or
the omission to state a material fact, such statement or omission relates to
information supplied by the Company or the Underwriter and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The Company and the Underwriter agree that it
would not be just and equitable if the respective obligations of the Company and
the Underwriter to contribute pursuant to this Section 8 were to be determined
by pro rata or per capita allocation of the aggregate damages or by any other
method of allocation that does not take account of the equitable considerations
referred to in the first sentence of this Section 8. No person guilty of a
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation. As used in this paragraph, the term "Underwriter"
includes any officer, director, or other person who controls the Underwriter
within the meaning of Section 15 of the Act and, the word "Company" includes any
officer, director, or person who controls the Company within the meaning of
Section 15 of the Act. If the full amount of the contribution specified in this
paragraph is not permitted by law, then the Underwriter and each person who
controls the Underwriter shall be entitled to contribution from the Company, its
officers, directors and controlling persons to the full extent permitted by law.
The foregoing contribution agreement shall in no way affect the contribution
liabilities of any persons having liability under Section 11 of the Act other
than the Company and the Underwriter. No contribution shall be requested with
regard to the settlement of any matter from any party who did not consent to the
settlement; provided, however, that such consent shall not be unreasonably
withheld in light of
18
all factors of importance to such party.
9. Termination.
(a) This Agreement, except for Sections 5(c), 7, 8, 10, 11, 12
and 13 hereof, may be terminated at any time prior to the termination of the
Offering, by the Underwriter if in the Underwriter's judgment it is
impracticable to offer for sale or to enforce contracts made by the Underwriter
for the sale of the Common Stock by reason of (i) the Company having sustained a
material loss, whether or not insured, by reason of fire, earthquake, flood,
accident or other calamity, or from any labor dispute or court or government
action, order or decree, (ii) trading in securities on the New York Stock
Exchange or the American Stock Exchange having been suspended or limited for a
period of more than four (4) consecutive business days, (iii) material
governmental restrictions having been imposed on trading in securities generally
(not in force and effect on the date hereof), (iv) a banking moratorium having
been declared by federal or New York state authorities, (v) an outbreak of major
international hostilities or other national or international calamity having
occurred, (vi) the passage by the Congress of the United States or by any state
legislative body of similar impact, of any act or measure, or the adoption of
any orders, rules or regulations by any governmental body or any authoritative
accounting institute or board, or any governmental executive, which is
reasonably believed likely by the Underwriter to have a material impact on the
business, financial condition or financial statements of the Company or the
market for the securities offered hereby, (vii) any adverse change in the
financial or securities markets in the United States in particular, the
over-the-counter markets, having occurred since the date of this Agreement,
(viii) any material adverse change having occurred, since the respective dates
of which information is given in the Registration Statement and Prospectus, in
the earnings, business prospects or general condition of the Company, financial
or otherwise, whether or not arising in the ordinary course of business, or (ix)
the Company shall not have complied with any term, condition, or provision on
their part to be performed, complied with or fulfilled (including, but not
limited to, those set forth in Sections 1, 6 and, to the extent applicable, 5
herein) within the respective times therein provided.
(b) If the Underwriter elects to terminate this Agreement as
provided in this Section 9, the Company shall be promptly notified by the
Underwriter, by telephone or telecopier, confirmed by letter.
10. Representations, Warranties and Agreements to Survive Delivery.
The respective indemnities, agreements, representations,
warranties and other statements of the Company and the Underwriter set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Underwriter, the
Company or any of their officers or directors or any controlling person thereof
and will survive delivery of and payment for the Shares and the termination of
this Agreement.
11. Notice.
19
All communications or notices required under this Agreement shall be
deemed to have been given on the date when delivered personally or by telecopy,
on the scheduled business day for delivery when sent by recognized national
overnight courier for next business day delivery or on the third business day
after deposited in the United States mail, postage prepaid by certified or
registered mail, return receipt requested), in any such case with delivery
charges prepaid, addressed as follows (unless and until any of such parties
advises the other in writing of a change in such address):
a. If to the Company:
IPORUSSIA, Inc. ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Jenkens & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
b. If to the Underwriter:
▇▇▇▇▇▇▇ Securities, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Executive Officer
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
With a Copy to:
Snow ▇▇▇▇▇▇ ▇▇▇▇▇▇ P.C.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
12. Parties in Interest.
The Agreement herein set forth is made solely for the benefit
of the Underwriter, the Company and, to the extent expressed, any persons
controlling the Company or the
20
Underwriter, and directors of the Company, its officers who have signed the
Registration Statement, and their respective executors, administrators,
successors, assigns, and no other person shall acquire or have any right under
or by virtue of this Agreement.
13. Applicable Law.
This Agreement will be governed by, and construed in
accordance with, the laws of the State of New York applicable to agreements made
and to be entirely performed within New York without regard to principles of
conflict of laws that would defer to the laws of another jurisdiction.
[Signature Page Follows]
21
If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return this agreement, whereupon it will become a
binding agreement between the Company and the Underwriter in accordance with its
terms.
Very truly yours,
IPORUSSIA, Inc.
By:
----------------------------------------
▇▇▇▇▇▇▇▇ ▇. Kuznetzov, President
The foregoing Underwriting Agreement is hereby confirmed and
accepted as of the date first above written.
▇▇▇▇▇▇▇ SECURITIES, INC.
By:
----------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Executive Officer
The undersigned hereby confirm and accept the representations and covenants made
in Section 5(k) of the foregoing Underwriting Agreement.
------------------------
▇▇▇▇▇▇▇▇ ▇. Kuznetzov
------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇
