EXHIBIT 99.9
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MUTUAL GENERAL RELEASE
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, ON Technology
Corporation, a Delaware corporation (the "Company") and Marshall Capital
Management, Inc. ("Marshall"), for and in consideration of the mutual releases
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the Company and Marshall, do
hereby agree as follows:
The Company has remised, released and forever discharged and, by these
Presents, does, for itself and its successors and assigns, irrevocably and
unconditionally, remise, release and forever discharge Marshall and its owners,
subsidiaries, members, predecessors, successors, assigns, officers, directors,
agents, employees, representatives, attorneys, affiliates and all persons acting
by, through or in concert with them (collectively the "Marshall Released
Parties") of and from all manner of actions, cause, and causes of action, suits,
debts, sums of money, accounts, reckonings, bonds, bills, specialties,
covenants, controversies, agreements, promises, variances, trespasses, damages,
judgments, executions, claims and demands of any nature whatsoever, in law or in
equity, suspected or unsuspected, known or unknown, fixed or contingent,
(collectively, "Claims") which it now has against the Marshall Released Parties
relating to or arising out of Marshall's investments in and purchases and sales
of securities issued by the Company and any related transactions, provided that
the Company does not remise, release or discharge its rights to have Marshall
continue to perform all of Marshall's obligations under the Securities Purchase
Agreement dated as of December 29, 1999 by and among the Company, Marshall and
certain other "Purchasers" as defined therein (the "Securities Purchase
Agreement") and the "Warrants" and the "Registration Rights Agreement" as
defined therein (the "Transaction Documents"), and the Company does not remise,
release or discharge any Claims or rights with respect to the Exchange Agreement
between the Company and Marshall of even date herewith ("Exchange Agreement"),
or under the Stock Purchase Warrant or the Promissory Note issued pursuant to
the terms of the Exchange Agreement.
Marshall has remised, released and forever discharged and, by these
Presents, does, for itself and its successors and assigns, irrevocably and
unconditionally, remise, release and forever discharge the Company and its
owners, subsidiaries, members, predecessors, successors, assigns, officers,
directors, agents, employees, representatives, attorneys, affiliates and all
persons acting by, through or in concert with them (collectively the "Company
Released Parties") of and from all manner of Claims which it now has against the
Company Released Parties relating to or arising out of Marshall's investments in
and purchases and sales of securities issued by the Company and any related
transactions, provided that Marshall does not remise, release or discharge its
rights to have the Company continue to perform all of the Company's obligations
under the Securities Purchase Agreement and the Transaction Documents, and
Marshall does not remise, release or discharge any Claims or rights with respect
to the Exchange Agreement or under the Stock Purchase Warrant or the Promissory
Note issued pursuant to the terms of the Exchange Agreement.
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The undersigned have read and understand that this is a General
Release, have been advised by counsel as to the implications of granting a
General Release and intend to be legally bound by the same.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have executed and delivered this
Mutual General Release this __th day of December, 2000.
ON TECHNOLOGY CORPORATION
By:
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Its:
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MARSHALLL CAPITAL MANAGEMENT, INC.
By:
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Its:
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