Exhibit 10.8
STANDSTILL AGREEMENT
This Standstill Agreement ("Agreement"), dated as of March 23, 2005, is
entered into by and between INCENTRA SOLUTIONS, INC., a Nevada corporation (the
"Company"), LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), and
Xxxxx Fargo Bank, National Association ("WFB") The Company and Laurus are
parties to (i) a Securities Purchase Agreement, dated as of May 13, 2004, (as
amended, modified or supplemented from time to time, the "SPA") and (ii) a
Master Security Agreement, dated as of May 13, 2004, (as amended, modified or
supplemented from time to time, the "MSA"). Capitalized terms used herein
without definition shall have the meaning ascribed to such terms in the SPA or
MSA, as applicable.
WHEREAS, on or about March 24, 2005, the Company will acquire PWI
Technologies, Inc., a Washington corporation ("PWI"); and,
WHEREAS, the Company shall hold PWI as a wholly owned subsidiary; and
WHEREAS, Xxxxx Fargo Bank, National Association ("WFB") is providing
funding for the acquisition and a continuing credit facility for PWI after the
acquisition and is requiring a guaranty by the Company of the PWI indebtedness
to WFB (the "Guaranty");
NOW, THEREFORE, in consideration of the above, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. WFB hereby acknowledges that Laurus has a first priority security
interest in all of the assets of the Company.
2. WFB will be unsecured as to the obligations of the Company
pursuant to the Guaranty.
3. WFB hereby agrees that it will not take any action to enforce the
Guaranty against the Company or otherwise satisfy the obligations
of the Company pursuant to the Guaranty without the prior written
consent of Laurus for so long as Laurus is a secured creditor of
the Company.
4. This Agreement shall be binding upon the parties hereto and their
respective successors and permitted assigns and shall inure to the
benefit of and be enforceable by each of the parties hereto and
its successors and permitted assigns.
5. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of New York.
6. This Agreement may be executed in any number of counterparts, each
of which shall be an original, but all of which shall constitute
one instrument.
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IN WITNESS WHEREOF, each of the Company, Laurus and WFB has caused this
Agreement to be signed in its name effective as of this 23 day of
March, 2005.
INCENTRA SOLUTIONS, INC.
By: /s/ Xxxxxx X. Xxxxxxx III
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Name: Xxxxxx X. Xxxxxxx III
Title: Chief Executive Officer
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxx Grin
--------------------------------
Name: Xxxxx Grin
Title: Director
XXXXX FARGO BANK, NATIONAL
ASSOCIATION
By: /s/ XXXXXX XXXXX
--------------------------------
Name: Xxxxxx Xxxxx
Title: Relationship Manager
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