Preview | Registration Rights Agreement |

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of this 23rd day of March, 2007, by and among IPORUSSIA, INC., a Delaware corporation (the Company), and KI Equity Partners VI, LLC, a Delaware limited liability company (Holder).

NOW, THEREFORE, in consideration of the above premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Holder hereby agree as follows:

(a) Request for Demand Registration. If beginning on the sixtieth (60^th) day after the Company completes a business combination with a private company in a reverse merger, reverse take-over or similar transaction (Reverse Merger), a registration statement contemplated by Section 2 has not been filed, then, subject to the terms of this Agreement, the Holder may thereafter request registration under the Securities Act pursuant to Rule 415 of all or any portion of its Registrable Securities on Form S-1 or any similar appropriate long-form registration statement, including Form SB-2 (a Long-Form Registration) or, if available, on Form S-2 or S-3 or any similar short-form registration statement (a Short-Form Registration) (either of such registrations, a Demand Registration). The request for the Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. The Holder shall be entitled to request one (1) Demand Registration. The Demand Registration shall be a Short-Form Registration whenever the Company is eligible to use any applicable short form.

(b) Restrictions on Demand Registrations. If, at any time, the Holder is given the opportunity to participate in a Piggyback Registration pursuant to Section 2, then the rights granted to the Holder pursuant to this Section 1 shall terminate, and the Company shall not thereafter be required to effect any Demand Registration pursuant to this Agreement. The Company may postpone for up to thirty (30) days the filing or the effectiveness of a registration statement for the Demand Registration if the Company reasonably determines that such Demand Registration would have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction; provided, that in such event, the Holder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as a Demand Registration hereunder and the Company shall pay all Registration Expenses in connection with such registration. The Company may delay the Demand Registration hereunder only once in any twelve (12) month period.

(a) Right to Piggyback. Whenever the Company proposes to register any of its securities under the Securities Act (other than pursuant to a Demand Registration requested pursuant to Section 1 of this Agreement) pursuant to Rule 415 and the form of registration statement to be used may be used for the registration of Registrable Securities, the Company shall give prompt written notice (in any event within three (3) business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to the Holder of its intention to effect such a registration and shall include in such registration all of the Holders Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Companys notice (a Piggyback Registration).