Exhibit 10.9 Standstill Agreement
STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT (this "Agreement"), dated as of November 30,
2000, is entered into by and among Orbit Technologies, Inc., a Delaware
corporation, (the "Company") and the Creditors whose names are set forth on the
signature page of this Agreement (the "Creditors"). The Creditors and the
Company will be collectively referred to in this Agreement as the "Parties."
WITNESSETH:
WHEREAS, the undersigned Creditors mentioned in the attached financial
statement and the Company wish to induce outside parties to invest.
WHEREAS, it is in the best interest of the Parties to agree to suspend
payment and forbear collection of any and all debts for one year from the date
of this Agreement.
WHEREAS, nothing in this Agreement shall act as an acknowledgment of debt
owed, and this Agreement does not preclude the Creditors from later suing for
sums in excess of the amounts in the attached financial statements.
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency thereof which is hereby acknowledged, the Parties agree as follows:
A. The Creditors hereby agree that for a period of one year from the date
of this Agreement, the Creditors shall not, directly or indirectly,
nor will it cause any person or entity controlled by it to take action
to collect on such debt, if any, for a period of twelve (12) months
from the date of this Agreement.
B. This Agreement shall be binding upon your successors and assigns and
shall inure to the benefit of, and be enforceable by, our successors
and assigns.
C. The provisions of this Agreement shall be severable in the event that
any of the provisions hereof are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, and the
remaining provisions shall remain enforceable to the fullest extent
permitted by law. Further, the terms held to be invalid may be
construed as narrowly as possible to give them their intended effect
and validity or enforceability under the law.
D. This Agreement shall be construed (both as to validity and
performance) and enforced in accordance with, and governed by, the
laws of the State of Delaware, application to agreements made and to
be performed wholly within such jurisdiction.
E. This Agreement may be waived, amended or modified only by an
instrument in writing signed by the party against which such waiver,
amendment or modification is sought to be enforced, and such written
instrument shall set forth specifically the provisions of this
Agreement that are to be so waived, amended or modified.
F. The Parties hereby expressly waive any and all right any of them may
have to a jury trial in any action or proceeding arising under this
Agreement.
G. This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed an original, and
all such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above written.
ORBIT TECHNOLOGIES, INC.
By:/s/ Xxxxx Xxxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxxx
Title: Chief Operating Officer
By:/s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: An Individual
By:/s/ Xxxxx Xxxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxxx
Title: An Individual
By:/s/ Xxxx X. Xxxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxxx
Title: An Individual
By:/s/ Xxx Xxxxxxx
--------------------------------
Name: Xxx Xxxxxxx
Title: An Individual
By:/s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: An Individual
By:/s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: An Individual
