Exhibit 10.3


 


General RELEASE
agreement


 


This General
Release Agreement (this “Agreement”), dated as of April 17, 2015, is entered into by and among
Content Checked Holdings, Inc., a Nevada corporation formerly known as Vesta International, Corp. (“Seller”),
Vesta International Split Off Corp., a Nevada corporation (“Split-Off Subsidiary”), and Mr. Yan Wang
(“Buyer”).


 


NOW, THEREFORE,
in consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the
parties hereto hereby agree as follows:


 


1. Split-Off
Agreement. This Agreement is executed and delivered by Split-Off Subsidiary pursuant to the requirements of Section
8.3 of that certain Split-Off Agreement (the “Split-Off Agreement”) by and among Seller, Split-Off
Subsidiary and the Buyer, as a condition to the closing of the purchase and sale transaction contemplated thereby and a s
condition of the merger and the other transactions contemplated under the Merger Agreement (as defined below) (collectively,
the “Transaction”).


 


2. Release and
Waiver by Split-Off Subsidiary. For and in consideration of the covenants and promises contained herein and in the
Split-Off Agreement, the receipt and sufficiency of which are hereby acknowledged, Split-Off Subsidiary, on behalf of itself
and its assigns, representatives and agents, if any, hereby covenants not to sue and fully, finally and forever completely
releases Seller and Content Checked Inc., a Wyoming corporation (“PrivateCo”), along with their
respective present, future and former officers, directors, stockholders, members, employees, agents, attorneys and
representatives (collectively, the “Seller Released Parties”), of and from any and all claims,
actions, obligations, liabilities, demands and/or causes of action, of whatever kind or character, whether now known or
unknown, which Split-Off Subsidiary has or might claim to have against the Seller Released Parties for any and all injuries,
harm, damages (actual and punitive), costs, losses, expenses, attorneys’ fees and/or liability or other detriment, if
any, whenever incurred or suffered by Split-Off Subsidiary arising from, relating to, or in any way connected with, any fact,
event, transaction, action or omission that occurred or failed to occur at or prior to the closing of the Transaction.


 


3. Release and
Waiver by Buyer. For and in consideration of the covenants and promises contained herein and in the Split-Off Agreement,
the receipt and sufficiency of which are hereby acknowledged, the Buyer on behalf of itself and its assigns, representatives and
agents, if any, hereby covenants not to sue and fully, finally and forever completely releases the Seller Released Parties of and
from any and all claims, actions, obligations, liabilities, demands and/or causes of action, of whatever kind or character, whether
now known or unknown, which the Buyer has or might claim to have against the Seller Released Parties for any and all injuries,
harm, damages (actual and punitive), costs, losses, expenses, attorneys’ fees and/or liability or other detriment, if any,
whenever incurred or suffered by the Buyer arising from, relating to, or in any way connected with, any fact, event, transaction,
action or omission that occurred or failed to occur on or prior to the date of the Closing.


 


4. Additional
Covenants and Agreements.


 


(a) Each of
Split-Off Subsidiary and the Buyer, on the one hand, and Seller, on the other hand, waives and releases the other from any
claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not
binding.


 


(b) Each of the
parties hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto
may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the
Split-Off Agreement.


 


(c) Notwithstanding
anything contained herein to the contrary, this Agreement shall not release or waive, or in any manner affect or void, any
party’s rights and obligations under the following:


 


(i) the Split-Off
Agreement; and


 




    	 



    	 



    






(ii) the
Agreement and Plan of Merger and Reorganization among Seller, PrivateCo, Content Checked Acquisition Corp., a Wyoming corporation
and a wholly owned subsidiary of Seller (the “Merger Agreement”), and the other parties thereto, and
the other the Transaction Documentation.


 


5. Modification. This
Agreement cannot be modified orally and can only be modified through a written document signed by all parties and
PrivateCo.


 


6. Severability. If
any provision contained in this Agreement is determined to be void, illegal or unenforceable, in whole or in part, then the
other provisions contained herein shall remain in full force and effect as if the provision that was determined to be
void, illegal or unenforceable had not been contained herein.


 


7. Expenses. The
parties hereto agree that each party shall pay its respective costs, including attorneys’ fees, if any, associated with
this Agreement.


 


8. Further Acts
and Assurances. Split-Off Subsidiary and the Buyer agrees that it will act in a manner supporting compliance,
including compliance by its Affiliates, with all of its obligations under this Agreement and, from time to time, shall, at
the request of Seller or PrivateCo, and without further consideration, cause the execution and delivery of such other
instruments of release or waiver and take such other action or execute such other documents as such party may reasonably
request in order to confirm or effect the releases, waivers and covenants contained herein, and, in the case of any claims,
actions, obligations, liabilities, demands and/or causes of action that cannot be effectively released or waived without the
consent or approval of other Persons that is unobtainable, to use its best reasonable efforts to ensure that the Seller
Released Parties receive the benefits thereof to the maximum extent permissible in accordance with applicable law or other
applicable restrictions, and shall perform such other acts which may be reasonably necessary to effectuate the purposes of
this Agreement.


 


9. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without
giving effect to principles of conflicts or choice of laws thereof.


 


10. Third-Party
Beneficiary. Each of Seller, Buyers and Split-Off Subsidiary acknowledges and agrees that this Agreement is entered into
for the express benefit of PrivateCo, and that PrivateCo is relying hereon and on the consummation of the transactions contemplated
by this Agreement in entering into and performing its obligations under the Merger Agreement, and that PrivateCo shall be in all
respects entitled to the benefit hereof and to enforce this Agreement as a result of any breach hereof.


 


11. Specific Performance;
Remedies. Each of Seller, Buyer and Split-Off Subsidiary acknowledges and agrees that PrivateCo would be damaged irreparably
if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly,
each of Seller, Buyer and Split-Off Subsidiary agrees that PrivateCo will be entitled to seek an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its terms and provisions in
any action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter,
subject to Section 9, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly
provided herein, the rights, obligations and remedies created by this Agreement are cumulative and are in addition to any other
rights, obligations or remedies otherwise available at law or in equity, and nothing herein will be considered an election of
remedies.


 


12. Entire
Agreement. This Agreement constitutes the entire understanding and agreement of Seller, Split-Off Subsidiary and
Buyer and supersedes prior understandings and agreements, if any, among or between Seller, Split-Off Subsidiary and Buyer
with respect to the subject matter of this Agreement, other than as specifically referenced herein. This Agreement does not,
however, operate to supersede or extinguish any confidentiality, non-solicitation, non-disclosure or non-competition
obligations owed by Split-Off Subsidiary to Seller under any prior agreement.


 


13. Definitions.
Capitalized terms used herein without definition have the meanings ascribed to them in the Merger Agreement.


 


[Signature page follows
this page.]


 




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IN WITNESS WHEREOF,
the undersigned have executed this General Release Agreement as of the day and year first above written.


 


	 	CONTENT CHECKED HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Yan Wang
	 	Name:	Yan Wang
	 	Title:	CEO
	 	 	 
	 	VESTA INTERNATIONAL SPLIT OFF CORP.
	 	 	 
	 	By:	/s/ Yan Wang
	 	Name:	Yan Wang
	 	Title	President



 


	 	BUYER
	 	 
	 	/s/ Yan Wang
	 	Yan Wang