JOHN J. BARRY III c/o Bonds.com Holdings, Inc.
Exhibit
10.6
XXXX
X.
XXXXX III
c/o
Xxxxx.xxx Holdings, Inc.
0000
Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000X
Xxxx
Xxxxx, Xxxxxxx 00000
December
21, 2007
IPORUSSIA,
Inc.
0000
Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxx
Xxxxx, Xxxxxxx 00000
Attention:
Chief Executive Officer
Ladies
and Gentlemen:
Reference
is made to the
Agreement and Plan of Merger and Reorganization (the “Merger
Agreement”),
dated
as of December 21, 2007, by and among IPORUSSIA, Inc., a Delaware corporation
(“Parent”),
Xxxxx.xxx Holdings Acquisition, Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent, and Xxxxx.xxx Holdings, Inc., a privately-held Delaware
corporation.
Capitalized terms used and not otherwise defined herein shall have the meanings
set forth for such terms in the Merger Agreement.
The
undersigned hereby agrees with Parent that the undersigned will not offer,
sell,
contract to sell, assign, transfer, hypothecate, pledge or grant a security
interest in, or otherwise dispose of, or enter into any transaction which is
designed to, or might reasonably be expected to, result in the disposition
of
(whether by actual disposition or effective economic disposition due to cash
settlement or otherwise by the Company or any affiliate of the Company or any
person in privity with the Company or any affiliate of the Company), directly
or
indirectly, any of the shares of common stock, par value $0.0001, of the Company
(the “Common
Stock”)
that
the undersigned presently owns or may acquire after the date hereof, except
in
accordance with the terms set forth herein, from the period (the “Period”)
commencing on the Closing Date and expiring on the date that is twelve (12)
months following the Closing Date; provided,
however,
that
the undersigned may transfer such shares of Common Stock to a family member,
one
or more trusts whose beneficiaries include only the undersigned and/or family
members of the undersigned, or an entity whose capital stock and voting stock
is
wholly owned by the undersigned and/or family members of the undersigned, upon
written notification to the Company, as long as the transferee signs an
agreement with the Company that is identical to this letter agreement;
provided,
further,
that
commencing on the date that is six (6) months following the Closing Date, during
every ninety (90) day period thereafter, the undersigned may sell, assign,
transfer, hypothecate, pledge or grant a security interest in, or otherwise
dispose of shares of Common Stock owned by the undersigned in an amount not
to
exceed one percent (1%) of the outstanding shares of Common Stock of the
Company, in the aggregate. Notwithstanding the foregoing, the undersigned may
transfer shares of Common Stock owned by the undersigned with the prior written
unanimous consent of the members of the board of directors of
Parent.
During
the Period, the undersigned shall retain all rights of ownership in the Common
Stock, including, without limitation, voting rights and the right to receive
any
dividends, if any, that may be declared in respect thereof.
This
letter agreement and the rights and obligations of the parties hereunder shall
be governed and construed in accordance with the laws of the State of New York,
without giving effect to principles governing conflicts of law.
This
letter agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which taken together shall constitute
one
and the same instrument. Delivery by fax or electronic image of an executed
counterpart of a signature page to this letter agreement shall be effective
as
delivery of an original executed counterpart of this letter
agreement.
| /s/ Xxxx X. Xxxxx III | ||
|
Xxxx X. Xxxxx III |
||
ACKNOWLEDGED
AND AGREED:
IPORUSSIA,
INC.
By:
/s/
Xxxxx
X. Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Title:
President and Director
