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STANDSTILL AGREEMENT PARTIES
This Standstill (the “Standstill Agreement”) is hereby entered into on this ____ day of March 2023, by and between Fufeng USA Incorporated (“Fufeng”) and the City of Grand Forks (“City” and together with Fufeng, the “Parties”).
RECITALS
WHEREAS, Fufeng and the City are parties to a Development Agreement, dated May 10, 2022 and First Amended Development Agreement, dated August 5, 2022, (collectively the “Agreement”) related to the development of a corn wetmill processing plant in Grand Forks, North Dakota; andWHEREAS, the City has indicated its intent to terminate the Agreement; and WHEREAS, the City and Fufeng mutually agree that it would be preferable at this time to attempt to resolve differences, disputes, concerns and claims pertaining to the Agreement through negotiation, and that it would be mutually beneficial to delay any proceedings with regard to any and all disputes and issues between them until such time as the Parties have made a good faith effort to amicably resolve this matter. NOW, THEREFORE, the Parties to this Standstill Agreement hereby agree as follows:
STANDSTILL PROVISIONS
1.The effective date of this Standstill Agreement is _____________.2.During the pendency of this Standstill Agreement, the Parties agree that they aswell as their respective Boards, Councilmembers, and if applicable, parents, affiliates and subsidiaries, officers, directors, and employees will abide by the following terms:
28th
March 28, 2023
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(a)The Parties will not commence or join any litigation against each other with respect to any claims, causes of action, differences or disputes of any kind arising out of or relating to the Agreement.(b)The Parties will not terminate the Agreement and agree that any deadline under the Agreement willbe tolled during the pendency of this Standstill Agreement. (c)The Parties will not take adverse actions against the rights or properties of the other during the pendency of this Standstill Agreement. (d)The Parties agree that the Letter of Credit under Section 1.46 of the Agreement issued to the City by MUFG Bank, Ltd shall be unaffected by this Standstill Agreement and will continue in full force and effect without change, amendment or modification and without a non-renewal notice by the issuer MUFG Bank, Ltd. 3.The intent of the preceding paragraph is to maintain the status quo during the pendency of this Standstill Agreement in the hope that differences and disputes between the Parties can be resolved through negotiation.4.The Parties agree that nothing in the Standstill Agreement is intended to change, alter or waive the Parties’ respective rights and obligations under the Agreement except as specifically provided herein.5.The Parties reserve all rightswith respect to any claims, causes of action, differences, or disputes of any kind arising out of or relating to the Agreement, and hereby consent that the Parties will not assert or contend in any litigation or proceeding that there has been any waiver of such rights specifically arising out of the Parties’ undertakings in and execution of this Standstill Agreement. 6.This Standstill Agreement shall remain in effect until the earlier of (a) June 13, 2023 or (b) the date the Parties mutually agreethat despite their good faith efforts thedifferences and disputes between the Parties will not be resolved through negotiation, provided, however, this Standstill Agreement shall immediately terminate and no longer be effective in the event the City
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receives a non-renewal notice fromthe MUFG Bank, Ltd under the Letter of Credit described in Section 1.46of the Agreement. The Parties further agree that the termination date of the Standstill Agreement described in this Paragraph 6 may be extended by mutual written agreement of the Parties.7.Nothing in this Standstill Agreement, including the fact of its execution by the Parties, shall be construed as an admission of liability to the other. Each party specifically denies any wrongdoing and undertakes that obligations described herein in an attempt to avoid the time, expense, uncertainty and risk associated with any litigation proceeding.8.This Standstill Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of the Standstill Agreement transmitted by the facsimile shall be deemed for all purposes the equivalent of a signed original.9.The undersigned warrants and represents that he/she is fully authorized and empowered to execute this Standstill Agreement on behalf of the Party indicated below the signature line. IN WITNESS WHEREOF, the Parties have executed this Standstill Agreement on the date written below.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]