MUTUAL GENERAL RELEASERelease Agreement |
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EXHIBIT
1.1
MUTUAL
GENERAL RELEASE
This
Mutual General Release
(this
“Release”) is made and entered into on July 19, 2007, between SBE,
Inc. (“SBE”),
on the one hand, and Andre
Hedrick (“Hedrick”),
on the other hand.
Recitals
A. A
dispute
has arisen between SBE, on the one hand, and Hedrick, on the other hand,
pertaining to their respective rights and obligations arising out of or related
to SBE’s acquisition of PyX Technologies, Inc. and SBE’s employment of
Hedrick.
B. Without
admitting the merits of either party’s assertions, SBE desires to finally
compromise, settle and discharge all claims, controversies, demands, actions
or
causes of action that SBE may have or claim to have against Hedrick, and Hedrick
desires to compromise, settle and discharge all claims, controversies, demands,
actions or causes of action that either of them may have or claim to have
against SBE.
C. In
connection with this Release, SBE has agreed to release all of Hedrick’s shares
of SBE stock from the escrow entered into by SBE and Hedrick in connection
with
the acquisition of PyX Technologies, Inc. (the “Escrow”) promptly upon execution
of this Release.
Agreement
In
consideration of the promises and mutual covenants and agreements contained
in
this Release, the parties hereto covenant and agree as follows:
1. Hedrick
hereby forever generally and completely releases and discharges SBE and its
agents, directors, officers and employees, and all others, of and from any
and
all claims and demands of every kind and nature, in law, equity or otherwise,
known and unknown, suspected and unsuspected, disclosed and undisclosed, and
in
particular of and from all claims and demands of every kind and nature, known
and unknown, suspected and unsuspected, disclosed and undisclosed, for damages
actual and consequential, past, present and future, arising out of or in any
way
related to SBE’s obligations, activities and/or dealings with Hedrick or any
third party at any time prior to the date hereof, including (without limitation)
all such claims and demands arising out or in any way related to the aforesaid
circumstances and dispute.
2. SBE
hereby forever generally and completely releases and discharges Hedrick of
and
from any and all claims and demands of every kind and nature, in law, equity
or
otherwise, known and unknown, suspected and unsuspected, disclosed and
undisclosed, and in particular of and from all claims and demands of every
kind
and nature, known and unknown, suspected and unsuspected, disclosed and
undisclosed, for damages actual and consequential, past, present and future,
arising out of or in any way related to Hedrick’s obligations, activities and/or
dealings with SBE or any third party at any time prior to the date hereof,
including (without limitation) all such claims and demands arising out or in
any
way related to the aforesaid circumstances and dispute.
1
3. It
is
understood and agreed that this is a full, complete and final general release
of
any and all claims described as aforesaid, and each party agrees that it shall
apply to all unknown, unanticipated, unsuspected and undisclosed claims,
demands, liabilities, actions or causes of action, in law, equity or otherwise,
as well as those that are now known, anticipated, suspected or
disclosed.
4. It
is
understood and agreed that this is a compromise settlement of disputed claims
and that the promises in consideration of this Release shall not be construed
to
be an admission of any liability or obligation whatsoever by either party to
the
other party or to any other person whomsoever.
5. Each
party has been fully advised by his or its respective attorney of the contents
of Section 1542 of the Civil Code of the State of California, and that section
and the benefits thereof are hereby expressly waived. Section 1542 reads as
follows:
“Section
1542. (General
Release - Claims Extinguished.)
A
general release does not ex
