Common use of Release and Covenant Not to Sue Clause in Contracts

Release and Covenant Not to Sue. In consideration of the Sexxxance Payment payable to (and the benefits provided to) Employee as set forth above, Employee hereby RELEASES and FOREVER DISCHARGES the Company and any parent, subsidiary, affiliated or related company or trust, including, but not limited to, its or their respective predecessors, past and present officers, directors, shareholders, agents, employees, legal representatives, successors, trustees, fiduciaries and assigns (individually and collectively the "Sunbeam Group"), of and from (and does hereby WAIVE), any and all rights, contracts, claims (including claims sounding in tort), damages, actions, causes of action, attorney fees, future employment or reinstatement and suits, whether or not presently known, suspected or claimed, which Employee ever had, now has or claims, or might hereafter have or claim against the Sunbeam Group (and any of them), relating to, directly or indirectly, any matter or thing occurring, in whole or in part, at any time, including, without limitation, any and all rights, claims, grievances, arbitrations, or causes of action which Employee has asserted, could assert, or which could be asserted on his behalf relating to his hiring, employment with the Company prior to the date of execution and delivery of this Agreement, his separation from such employment or post-employment benefits, and under any federal, state or local law, ordinance, regulation or rule, all of the foregoing as heretofore or hereafter amended, or under any court decree, heretofore or hereafter promulgated. Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in the United States that would limit the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, of and from any and all claims he might have against it, or any of them, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby expressly waives and releases any right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member of the Sunbeam Group relating to the subject matter hereof. Employee also COVENANTS NOT TO SUE the Sunbeam Group, or any ox xhem, for any of the matters covered by this Section 5. There is expressly excluded from the scope of the above release Employee's right to receive the benefits of this Agreement. There also is excepted from the scope of this Release and Covenant not to Sue, any and all claims which Exxxoyee may have for indemnification from the Company by reason of his service as a director or officer of the Company or any of its subsidiaries, pursuant to the Delaware General Corporation Law, the Certificate of Incorporation and Bylaws of the Company; provided that Employee shall cooperate fully with the Company in the defense of any and all such claims for which indemnification is provided to Employee by the Company. EMPLOYEE ACKNOWLEDGES THAT THE COMPANY HAS GIVEN HIM ADEQUATE TIME (UP TO 21 DAYS IF EMPLOYEE DESIRES) WITHIN WHICH TO CONSIDER THIS AGREEMENT AND HAS ADVISED HIM IN WRITING TO CONSULT WITH COUNSEL BEFORE SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS AND THAT HE HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY. THE PARTIES FURTHER ACKNOWLEDGE THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, EMPLOYEE MAY REVOKE THIS AGREEMENT. SUCH REVOCATION SHALL BE MADE IN WRITING AND DELIVERED TO THE GENERAL COUNSEL OF THE COMPANY BY THE CLOSE OF BUSINESS ON THE SEVENTH DAY FOLLOWING THE EXECUTION HEREOF BY EMPLOYEE. IF NOT REVOKED WITHIN SUCH SEVEN DAY PERIOD, THIS AGREEMENT SHALL THEREAFTER BE IRREVOCABLE.

Release and Covenant Not to Sue. In consideration (a) Effective as of the Sexxxance Payment payable Closing, each Contributor hereby fully and unconditionally releases, acquits and forever discharges the Company, Buyer and each of their Affiliates, and their respective past and present directors, managers, officers, equityholders, partners, stockholders, controlling persons, predecessors, employees, agents, successors and assigns (individually, a “releasee” and collectively, the “releasees”), in their capacity as such, from any and all Claims, hearings, Orders, liabilities, obligations, damages, costs, expenses, compensation or other relief whatsoever (“Released Claims”), whether known or unknown, suspected or unsuspected, contingent or otherwise, whether in Law or equity, of any kind, character or nature, which such Contributor now has or has ever had against the respective releasees, however arising and that relate in any way to such Contributor’s ownership of any equity interests issued by the Company. The scope of this release and discharge shall include, without limitation, all Released Claims (i) relating to a breach of any fiduciary duty owed by the releasees to such Contributor and arising from any such equity interest or (ii) relating to any breach of the benefits provided toCompany’s Charter Documents, as such may be amended; provided, that the foregoing release and discharge shall not release (x) Employee as set forth abovethe Company, Employee hereby RELEASES and FOREVER DISCHARGES Buyer or any other releasee of their respective obligations or liabilities, if any, to such Contributor pursuant to this Agreement, (y) the Company of any indemnification obligations of the Company, as applicable, to such Contributor who is a current or former officer, manager, or employee of the Company, or (z) any obligations for employee benefits under any Benefit Plans of the Company disclosed to Buyer prior to the date of this Agreement. Each such Contributor understands and any parent, subsidiary, affiliated or related company or trustagrees that it is expressly waiving all claims against the releasees covered by this Agreement, including, but not limited to, its those Released Claims that it may not know of or their respective predecessorssuspect to exist which, past and present officers, directors, shareholders, agents, employees, legal representatives, successors, trustees, fiduciaries and assigns (individually and collectively the "Sunbeam Group"), of and from (and does hereby WAIVE), any and all rights, contracts, claims (including claims sounding in tort), damages, actions, causes of action, attorney fees, future employment or reinstatement and suits, whether or not presently if known, suspected or claimed, which Employee ever had, now has or claims, or might hereafter may have or claim against materially affected the Sunbeam Group (and any of them), relating to, directly or indirectly, any matter or thing occurring, in whole or in part, at any time, including, without limitation, any and all rights, claims, grievances, arbitrations, or causes of action which Employee has asserted, could assert, or which could be asserted on his behalf relating decision to his hiring, employment with the Company prior to the date of execution and delivery of provide this Agreement, his separation from and such employment or post-employment benefits, and under any federal, state or local law, ordinance, regulation or rule, all of the foregoing as heretofore or hereafter amended, or under any court decree, heretofore or hereafter promulgated. Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in the United States that would limit the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, of and from any and all claims he might have against it, or any of them, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby Contributor expressly waives and releases any rights under applicable Law that provide to the contrary. Notwithstanding anything contained herein to the contrary, nothing in this Section 8.17(a) shall be read to limit any Contributor’s right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member of the Sunbeam Group relating to the subject matter hereof. Employee also COVENANTS NOT TO SUE the Sunbeam Group, or any ox xhem, for any of the matters covered by this Section 5. There is expressly excluded from the scope of the above release Employee's right to receive the benefits of this Agreement. There also is excepted from the scope of this Release and Covenant not to Sue, any and all bring claims which Exxxoyee may have for indemnification from the Company by reason of his service as a director or officer of the Company or any of its subsidiaries, pursuant to the Delaware General Corporation Law, the Certificate of Incorporation and Bylaws of the Company; provided that Employee shall cooperate fully with the Company in the defense of any and all this Agreement to enforce such claims for which indemnification is provided to Employee by the Company. EMPLOYEE ACKNOWLEDGES THAT THE COMPANY HAS GIVEN HIM ADEQUATE TIME (UP TO 21 DAYS IF EMPLOYEE DESIRES) WITHIN WHICH TO CONSIDER THIS AGREEMENT AND HAS ADVISED HIM IN WRITING TO CONSULT WITH COUNSEL BEFORE SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS AND THAT HE HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY. THE PARTIES FURTHER ACKNOWLEDGE THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, EMPLOYEE MAY REVOKE THIS AGREEMENT. SUCH REVOCATION SHALL BE MADE IN WRITING AND DELIVERED TO THE GENERAL COUNSEL OF THE COMPANY BY THE CLOSE OF BUSINESS ON THE SEVENTH DAY FOLLOWING THE EXECUTION HEREOF BY EMPLOYEE. IF NOT REVOKED WITHIN SUCH SEVEN DAY PERIOD, THIS AGREEMENT SHALL THEREAFTER BE IRREVOCABLEContributor’s rights thereunder.

Release and Covenant Not to Sue. In consideration Each of the Sexxxance Payment payable Borrower Parties, on behalf of itself and all of itx xespective heirs, successors and assigns, hereby remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the Effective Date, including, without limitation, matters arising out of or relating to (and a) the benefits provided to) Employee as set forth above, Employee hereby RELEASES and FOREVER DISCHARGES the Company and any parent, subsidiary, affiliated or related company or trustLoan, including, but not limited to, its administration or their funding, (b) the Loan Documents, (c) the Debt and the Obligations and as otherwise described in the Loan Documents, (d) the Indebtedness described in Section 1.3 hereof, (e) the Project or its development, financing and operation and (f) the Collateral. Each of the Borrower Parties, for itself and all of its respective predecessorsheirs, past successors and present officersassigns, directorscovenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, shareholdersclaims or causes of action arising during the period from the beginning of the world to the Effective Date. As further consideration for the agreements herein contained, agentsBorrower Parties hereby agree, employeesrepresent and warrant that the matters released in this Agreement are not limited to matters which are known or disclosed, legal representatives, successors, trustees, fiduciaries and assigns (individually and collectively the "Sunbeam Group"), of and from (and does Borrower Parties hereby WAIVE), waive any and all rightsrights and benefits with respect to any matters arising out of or relating to any matter, contractscause or thing, claims from the beginning of the world to and including the Effective Date, including without limitation matters arising out of or relating to (including claims sounding i) the Loan, including, but not limited to, its administration or funding, (ii) the Loan Documents, (iii) the "Indebtedness" and the "Obligations" described in tort)the Loan Documents, damages(iv) the Project or its development, actionsfinancing and operation which Borrower Parties now have, or in the future may have, and (v) the Collateral, conferred upon Borrower Parties by virtue of the provisions of Section 1542 of the Civil Code of the State of California which provides as follows: In this connection, Borrower Parties hereby agree, represent, and warrant that they realize and acknowledge that factual matters now unknown to one or more of the Borrower Parties may have given or may hereafter give rise to causes of action, attorney fees, future employment or reinstatement and suits, whether or not presently known, suspected or claimed, which Employee ever had, now has or claims, or might hereafter have or claim against the Sunbeam Group (demands, debts, controversies, damages, costs, losses and any of them)expenses which are presently unknown, relating to, directly or indirectly, any matter or thing occurring, in whole or in part, at any time, including, without limitation, any unanticipated and all rights, claims, grievances, arbitrations, or causes of action which Employee has asserted, could assert, or which could be asserted on his behalf relating to his hiring, employment with the Company prior to the date of execution and delivery of this Agreement, his separation from such employment or post-employment benefitsunsuspected, and under any federalBorrower Parties further agree, state or local lawrepresent and warrant that the release herein contained has been negotiated and agreed upon in light of that realization and that Borrower Parties nevertheless hereby intend to release, ordinance, regulation or rule, discharge and acquit all of the foregoing as heretofore or hereafter amended, or under any court decree, heretofore or hereafter promulgated. Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in the United States that would limit the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, of and parties so released from any and all claims he might have against it, or any of them, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby expressly waives and releases any right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member of the Sunbeam Group relating to the subject matter hereof. Employee also COVENANTS NOT TO SUE the Sunbeam Group, or any ox xhem, for any of the matters covered by this Section 5. There is expressly excluded from the scope of the above release Employee's right to receive the benefits of this Agreement. There also is excepted from the scope of this Release and Covenant not to Sue, any and all claims which Exxxoyee may have for indemnification from the Company by reason of his service as a director or officer of the Company or any of its subsidiaries, pursuant to the Delaware General Corporation Law, the Certificate of Incorporation and Bylaws of the Company; provided that Employee shall cooperate fully with the Company in the defense of any and all such claims for which indemnification is provided to Employee by the Company. EMPLOYEE ACKNOWLEDGES THAT THE COMPANY HAS GIVEN HIM ADEQUATE TIME (UP TO 21 DAYS IF EMPLOYEE DESIRES) WITHIN WHICH TO CONSIDER THIS AGREEMENT AND HAS ADVISED HIM IN WRITING TO CONSULT WITH COUNSEL BEFORE SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS AND THAT HE HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY. THE PARTIES FURTHER ACKNOWLEDGE THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, EMPLOYEE MAY REVOKE THIS AGREEMENT. SUCH REVOCATION SHALL BE MADE IN WRITING AND DELIVERED TO THE GENERAL COUNSEL OF THE COMPANY BY THE CLOSE OF BUSINESS ON THE SEVENTH DAY FOLLOWING THE EXECUTION HEREOF BY EMPLOYEE. IF NOT REVOKED WITHIN SUCH SEVEN DAY PERIOD, THIS AGREEMENT SHALL THEREAFTER BE IRREVOCABLEunknown claims.

Release and Covenant Not to Sue. In consideration Excepting only (a) Executive's rights and the Company's obligations under this Agreement, (b) any stock options and rights Executive may have as a stockholder of the Sexxxance Payment payable Company, (c) any claims related to any obligations of the Company or its subsidiaries which Executive has guaranteed, and (d) any indemnification rights Executive may have as a director of the Company, Executive hereby releases and the benefits provided to) Employee as set forth above, Employee hereby RELEASES and FOREVER DISCHARGES discharges the Company and any parent, subsidiary, affiliated each of its current or related company or trust, including, but not limited to, its or their former respective predecessors, past and present officers, directors, shareholdersaffiliates, agents, employees, legal representativesstockholders, successors, trustees, fiduciaries successors and assigns (individually and collectively the collectively, "Sunbeam GroupReleased Parties"), of and ) from (and does hereby WAIVE), any and all rights, contracts, claims (including claims sounding in tort), damages, actions, causes of action, attorney fees, future employment or reinstatement and suits, whether or not presently known, suspected or claimed, which Employee ever had, now has or claims, demands, damages, costs and expenses (including attorneys' fees and costs actually incurred) which may have arisen or might which may hereafter have or claim against the Sunbeam Group (and any arise on account of them), relating to, directly or indirectly, any matter or thing occurring, in whole or in part, at any timeconnection with Executive's employment with the Company through the date hereof, including, without limitation, any claim of discrimination on any basis whatsoever (including any claim under the Age Discrimination in Employment Act), any matter relating to Executive's employment with the Company from the beginning of his employment until the date hereof, and further agrees that he will indemnify and hold harmless each of the Released Parties from and against any and all rightscosts, expenses, losses or damages, including, without limitation, costs of defense and legal fees, incurred as a result of any such claims, grievancescharges, arbitrationscomplaints, actions or causes of action which Employee made or brought by or on behalf of Executive based upon any claim released herein. Executive represents that he has assertednot filed, could assertnor assigned to others the right to file, nor are there pending, any complaints, charges or which could be asserted on his behalf relating to his hiring, employment lawsuits by Executive against the Released Parties with the Company prior to the date of execution and delivery of this Agreement, his separation from such employment or post-employment benefits, and under any federal, state or local law, ordinance, regulation or rule, all of the foregoing as heretofore or hereafter amended, or under any court decree, heretofore or hereafter promulgated. Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in the United States that would limit the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, of and from any and all claims he might have against it, governmental agency or any of themcourt. In addition, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby expressly waives and releases any right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member of the Sunbeam Group relating to the subject matter hereof. Employee also COVENANTS NOT TO SUE the Sunbeam Group, or any ox xhem, for any of the matters covered by this Section 5. There Executive is expressly excluded prohibited from and agrees not to initiate actions designed to persuade or convince others to raise claims against the scope of the above release Employee's right to receive the benefits Released Parties. For purposes of this Agreement. There also is excepted from paragraph and the scope definition of this Release and Covenant not "Released Parties" set forth above, references to Sue, any and all claims which Exxxoyee may have for indemnification from the Company by reason of his service as a director or officer of the Company or any of "Company" shall be deemed to include its subsidiaries, pursuant to the Delaware General Corporation Law, the Certificate of Incorporation affiliates and Bylaws of the Company; provided that Employee shall cooperate fully with the Company in the defense of any and all such claims for which indemnification is provided to Employee by the Company. EMPLOYEE ACKNOWLEDGES THAT THE COMPANY HAS GIVEN HIM ADEQUATE TIME (UP TO 21 DAYS IF EMPLOYEE DESIRES) WITHIN WHICH TO CONSIDER THIS AGREEMENT AND HAS ADVISED HIM IN WRITING TO CONSULT WITH COUNSEL BEFORE SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS AND THAT HE HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY. THE PARTIES FURTHER ACKNOWLEDGE THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, EMPLOYEE MAY REVOKE THIS AGREEMENT. SUCH REVOCATION SHALL BE MADE IN WRITING AND DELIVERED TO THE GENERAL COUNSEL OF THE COMPANY BY THE CLOSE OF BUSINESS ON THE SEVENTH DAY FOLLOWING THE EXECUTION HEREOF BY EMPLOYEE. IF NOT REVOKED WITHIN SUCH SEVEN DAY PERIOD, THIS AGREEMENT SHALL THEREAFTER BE IRREVOCABLEpredecessors.

Release and Covenant Not to Sue. a. In consideration of the Sexxxance Payment payable to (and the benefits provided to) Employee obligations of Sulzer as set forth aboveforxx xx xxx Settlement Agreement, Employee hereby RELEASES I, the undersigned Class Member, individually and FOREVER DISCHARGES the Company and any parentfor my heirs, subsidiary, affiliated or related company or trust, including, but not limited to, its or their respective predecessors, past and present officers, directors, shareholdersbeneficiaries, agents, employeesestate, legal executors, administrators, personal representatives, successorssuccessors and assignees, trusteesand/or, fiduciaries and assigns (individually and collectively if my claim is that of a representative of a person who was implanted with an Affected Product or of the "Sunbeam Group")person who has a Derivative Claim arising out of the implantation of the Affected Product, of and from (and does in that capacity, whether as heir, beneficiary, agent, estate, executor, administrator, personal representative, successor, assignee, guardian, or otherwise, hereby WAIVE), any expressly RELEASE AND FOREVER DISCHARGE AND AGREE NOT TO SUE Sulzer and all rights, contracts, other Released Parties as to all Settled Cxxxxx. X xnderstand that certain principles of law provide that a release may not extend to claims (including that I do not know or suspect to exist. I am aware that I may discover claims sounding presently unknown or unsuspected or facts in tort), damages, actions, causes of action, attorney fees, future employment addition to or reinstatement and suits, whether or not presently known, suspected or claimed, different from those which Employee ever had, I now has or claims, or might hereafter have or claim against the Sunbeam Group (and any of them), relating to, directly or indirectly, any matter or thing occurring, in whole or in part, at any time, including, without limitation, any and all rights, claims, grievances, arbitrations, or causes of action which Employee has asserted, could assert, or which could believe to be asserted on his behalf relating to his hiring, employment ORANGE FORM - 9 true with the Company prior respect to the date matters released herein which may be applicable to this Settlement. Despite such principles of execution and delivery of this Agreement, his separation from such employment or post-employment benefits, and under any federal, state or local law, ordinanceI HEREBY KNOWINGLY AND VOLUNTARILY RELINQUISH THE PROTECTIONS OF ALL SUCH FEDERAL OR STATE LAWS, regulation or ruleRIGHTS, all of the foregoing as heretofore or hereafter amendedRULES OR LEGAL PRINCIPLES THAT MAY BE APPLICABLE AS FOLLOWS: I FULLY, or under any court decreeFINALLY, heretofore or hereafter promulgated. Employee also WAIVES AND FOREVER SETTLE AND RELEASE ANY AND ALL RIGHTS under SETTLED CLAIMS, including assigned claims, whether known or unknown, asserted or unasserted, regardless of the laws of any jurisdictions legal theory, existing now or arising in the United States that would limit the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, future out of and from any and all claims he might have against it, or any of them, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby expressly waives and releases any right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member of the Sunbeam Group relating to the subject matter hereof. Employee also COVENANTS NOT TO SUE the Sunbeam Grouppurchase, or any ox xhemuse, for any manufacture, sale, distribution, promotion, marketing, clinical investigation, administration, regulatory approval, and labeling of the matters covered by this Section 5. There is expressly excluded from the scope of the above release Employee's right to receive the benefits of this Agreement. There also is excepted from the scope of this Release and Covenant not to Sue, any and all claims which Exxxoyee may have for indemnification from the Company by reason of his service as a director or officer of the Company or any of its subsidiaries, pursuant to the Delaware General Corporation Law, the Certificate of Incorporation and Bylaws of the Company; provided that Employee shall cooperate fully with the Company in the defense of any and all such claims for which indemnification is provided to Employee by the Company. EMPLOYEE ACKNOWLEDGES an Affected Product THAT THE COMPANY HAS GIVEN HIM ADEQUATE TIME (UP TO 21 DAYS IF EMPLOYEE DESIRES) WITHIN WHICH TO CONSIDER THIS AGREEMENT AND HAS ADVISED HIM IN WRITING TO CONSULT WITH COUNSEL BEFORE SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS AND THAT HE HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY. THE PARTIES FURTHER ACKNOWLEDGE THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, EMPLOYEE I MAY REVOKE THIS AGREEMENT. SUCH REVOCATION SHALL BE MADE IN WRITING AND DELIVERED TO THE GENERAL COUNSEL OF THE COMPANY BY THE CLOSE OF BUSINESS ON THE SEVENTH DAY FOLLOWING THE EXECUTION HEREOF BY EMPLOYEE. IF NOT REVOKED WITHIN SUCH SEVEN DAY PERIOD, THIS AGREEMENT SHALL THEREAFTER BE IRREVOCABLEHAVE AGAINST ANY RELEASED PARTY.

Release and Covenant Not to Sue. In consideration (a) Subject to Section 6.3, Section 6.9(b) and Section 6.9(c), each of the Sexxxance Payment payable to parties hereto acknowledge and agree that the rights and obligations under the LLC Agreement shall remain in full force and effect until the Closing Date. (b) Seller, on behalf of itself and the benefits provided to) Employee as set forth above, Employee hereby RELEASES its Affiliates and FOREVER DISCHARGES the Company its and any parent, subsidiary, affiliated or related company or trust, including, but not limited to, its or their respective predecessors, past and present officers, directors, shareholders, agents, employeesheirs, legal representatives, successorspredecessors and successors (including those by merger) and assigns, trusteeshereby releases, fiduciaries acquits and assigns forever discharges, to the fullest extent permitted by law, the Company and its Affiliates (individually including, for the avoidance of doubt, Buyer and collectively the "Sunbeam Group")Issuer) and each of their respective past, of present or future directors, officers, employees, incorporators, members, managers, partners, stockholders, Affiliates, agents, attorneys or representatives or any successor or assign thereof (each, a “Releasee”) of, from and from (and does hereby WAIVE), against any and all rights, contracts, claims (including claims sounding in tort), damages, actions, causes of action, attorney feesclaims, future employment demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever (each, a “Claim”) which Seller or reinstatement its Affiliates or any of their respective heirs, legal representatives, predecessors and suits, whether successors (including those by merger) or not presently known, suspected assigns ever had or claimed, which Employee ever had, now has about which Seller knows or claims, reasonably should have known on or might hereafter have or claim against prior to the Sunbeam Group Agreement Date (and any of them), relating to, directly or indirectly, any matter or thing occurring, in whole or in part, at any time, including, without limitation, any after taking into account matters disclosed and all rightsmade reasonably apparent to the board of directors of Trilogy Investors, claims, grievances, arbitrations, LLC) arising out of or causes of action which Employee has asserted, could assert, or which could be asserted on his behalf relating to his hiring, employment with the Company prior and its Subsidiaries (including, without limitation, arising out of or relating to Seller’s ownership thereof or the actions or inactions of any member therein or manager thereof) (collectively, the 26 “Released Claims”). Xxxxxx further agrees not to, and agrees to cause its Affiliates not to, assert any Released Claims against any Releasee. (c) In addition to and not in lieu of the release of Released Claims pursuant to Section 6.9(b), Seller, on behalf of itself and its Affiliates and its and their heirs, legal representatives, predecessors and successors (including those by merger) and assigns, hereby agrees not to assert any Claim against any Releasee arising out of or relating to the date Company’s obligations to distribute Available Cash under Article Four of execution and delivery the LLC Agreement during the term of this Agreement; provided that such distributions are in accordance with past practice and Buyer in good faith believes such distributions are in accordance with the LLC Agreement, his separation from such employment including but not limited to the Approved Business Plan. In addition, if between the Agreement Date and the Closing Date the Manager calls for an Additional Capital Contribution in accordance with Section 3.03 or post-employment benefits, and under any federal, state or local law, ordinance, regulation or rule, all Section 3.04 of the foregoing LLC Agreement, the Buyer (in its capacity as heretofore or hereafter amendedManager of the Company) shall cause Available Cash to be funded to the members of the Company in an amount sufficient to fund such Additional Capital Contribution, or under any court decreeif Seller directs Manager in writing that it has elected to fund such Additional Capital Contribution and desires the Available Cash to do so. Furthermore, heretofore or hereafter promulgated. Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in the United States event that would limit Manager elects to fund acquisitions (other than purchase options in accordance with the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, of and from any and all claims he might have against it, or any of them, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby expressly waives and releases any right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member terms of the Sunbeam Group relating to the subject matter hereof. Employee also COVENANTS NOT TO SUE the Sunbeam Group, existing lease or any ox xhem, for any of the matters covered by this Section 5. There is expressly excluded from the scope of the above release Employee's right to receive the benefits of this Agreement. There also is excepted from the scope of this Release and Covenant not to Sue, any and all claims which Exxxoyee may have for indemnification from the Company by reason of his service as a director or officer of development joint ventures) at the Company or any of its subsidiariessubsidiaries with equity during the term of this Agreement, pursuant then the amount of equity so funded shall reduce amounts available to the Delaware General Corporation Law, the Certificate of Incorporation and Bylaws be called in accordance with Section 3.03(i) of the Company; provided that Employee LLC Agreement for “Identified Initiatives” as set forth in the Approved Business Plan (but not to less than zero). For the avoidance of doubt, nothing in this Section 6.9(c) shall cooperate fully with in any way modify the rights and the obligations of the members of the Company in during the defense term of this Agreement, including but not limited to under Section 3.03 or Section 3.04 of the LLC Agreement or Article Four of the LLC Agreement, and Seller’s agreement not to assert any Claims during the term of this Agreement arising out of or relating to distributions of Available Cash under Article Four of the LLC Agreement herein shall not be deemed a waiver of any Claims thereunder. (d) Xxxxxx understands and all such claims for agrees that the Released Claims include known and may also include unknown claims. Seller has read and understands Section 1542 of the California Civil Code, which indemnification is provided to Employee by the Company. EMPLOYEE ACKNOWLEDGES reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE COMPANY HAS GIVEN CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECTS TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM ADEQUATE TIME (UP TO 21 DAYS IF EMPLOYEE DESIRES) WITHIN WHICH TO CONSIDER THIS AGREEMENT AND HAS ADVISED HIM IN WRITING TO CONSULT OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH COUNSEL BEFORE SIGNING THIS AGREEMENTTHE DEBTOR OR RELEASED PARTY.” Seller hereby expressly waives all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS AND THAT HE HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY. THE PARTIES FURTHER ACKNOWLEDGE THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, EMPLOYEE MAY REVOKE THIS AGREEMENT. SUCH REVOCATION SHALL BE MADE IN WRITING AND DELIVERED TO THE GENERAL COUNSEL OF THE COMPANY BY THE CLOSE OF BUSINESS ON THE SEVENTH DAY FOLLOWING THE EXECUTION HEREOF BY EMPLOYEE. IF NOT REVOKED WITHIN SUCH SEVEN DAY PERIOD, THIS AGREEMENT SHALL THEREAFTER BE IRREVOCABLE.Section 6.10

Release and Covenant Not to Sue. In consideration Each of the Sexxxance Payment payable Borrower Parties, on behalf of itself and all of its xxspective heirs, successors and assigns, hereby remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the Effective Date, including, without limitation, matters arising out of or relating to (and a) the benefits provided to) Employee as set forth above, Employee hereby RELEASES and FOREVER DISCHARGES the Company and any parent, subsidiary, affiliated or related company or trustLoan, including, but not limited to, its administration or their funding, (b) the Loan Documents, (c) the Debt and the Obligations and as otherwise described in the Loan Documents, (d) the Indebtedness described in Section 1.3 hereof, and (e) the Project or its development, financing and operation. Each of the Borrower Parties, for itself and all of its respective predecessorsheirs, past successors and present officersassigns, directorscovenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, shareholdersclaims or causes of action arising during the period from the beginning of the world to the Effective Date. As further consideration for the agreements herein contained, agentsBorrower Parties hereby agree, employeesrepresent and warrant that the matters released in this Agreement are not limited to matters which are known or disclosed, legal representatives, successors, trustees, fiduciaries and assigns (individually and collectively the "Sunbeam Group"), of and from (and does Borrower Parties hereby WAIVE), waive any and all rightsrights and benefits with respect to any matters arising out of or relating to any matter, contractscause or thing, claims from the beginning of the world to and including the Effective Date, including without limitation matters arising out of or relating to (including claims sounding i) the Loan, including, but not limited to, its administration or funding, (ii) the Loan Documents, (iii) the "Indebtedness" and the "Obligations" described in tort)the Loan Documents, damagesand (d) the Project or its development, actionsfinancing and operation which Borrower Parties now have, or in the future may have, conferred upon Borrower Parties by virtue of the provisions of Section 1542 of the Civil Code of the State of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. In this connection, Borrower Parties hereby agree, represent, and warrant that they realize and acknowledge that factual matters now unknown to one or more of the Borrower Parties may have given or may hereafter give rise to causes of action, attorney fees, future employment or reinstatement and suits, whether or not presently known, suspected or claimed, which Employee ever had, now has or claims, or might hereafter have or claim against the Sunbeam Group (demands, debts, controversies, damages, costs, losses and any of them)expenses which are presently unknown, relating to, directly or indirectly, any matter or thing occurring, in whole or in part, at any time, including, without limitation, any unanticipated and all rights, claims, grievances, arbitrations, or causes of action which Employee has asserted, could assert, or which could be asserted on his behalf relating to his hiring, employment with the Company prior to the date of execution and delivery of this Agreement, his separation from such employment or post-employment benefitsunsuspected, and under any federalBorrower Parties further agree, state or local lawrepresent and warrant that the release herein contained has been negotiated and agreed upon in light of that realization and that Borrower Parties nevertheless hereby intend to release, ordinance, regulation or rule, discharge and acquit all of the foregoing as heretofore or hereafter amended, or under any court decree, heretofore or hereafter promulgated. Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in the United States that would limit the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, of and parties so released from any and all claims he might have against it, or any of them, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby expressly waives and releases any right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member of the Sunbeam Group relating to the subject matter hereof. Employee also COVENANTS NOT TO SUE the Sunbeam Group, or any ox xhem, for any of the matters covered by this Section 5. There is expressly excluded from the scope of the above release Employee's right to receive the benefits of this Agreement. There also is excepted from the scope of this Release and Covenant not to Sue, any and all claims which Exxxoyee may have for indemnification from the Company by reason of his service as a director or officer of the Company or any of its subsidiaries, pursuant to the Delaware General Corporation Law, the Certificate of Incorporation and Bylaws of the Company; provided that Employee shall cooperate fully with the Company in the defense of any and all such claims for which indemnification is provided to Employee by the Company. EMPLOYEE ACKNOWLEDGES THAT THE COMPANY HAS GIVEN HIM ADEQUATE TIME (UP TO 21 DAYS IF EMPLOYEE DESIRES) WITHIN WHICH TO CONSIDER THIS AGREEMENT AND HAS ADVISED HIM IN WRITING TO CONSULT WITH COUNSEL BEFORE SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS AND THAT HE HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY. THE PARTIES FURTHER ACKNOWLEDGE THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, EMPLOYEE MAY REVOKE THIS AGREEMENT. SUCH REVOCATION SHALL BE MADE IN WRITING AND DELIVERED TO THE GENERAL COUNSEL OF THE COMPANY BY THE CLOSE OF BUSINESS ON THE SEVENTH DAY FOLLOWING THE EXECUTION HEREOF BY EMPLOYEE. IF NOT REVOKED WITHIN SUCH SEVEN DAY PERIOD, THIS AGREEMENT SHALL THEREAFTER BE IRREVOCABLEunknown claims.

Release and Covenant Not to Sue. In consideration of the Sexxxance Payment payable to (and the benefits provided to) Employee as set forth above, Employee hereby RELEASES and FOREVER DISCHARGES the Company and any parent, subsidiary, affiliated or related company or trust, including, but not limited to, its or their respective predecessors, past and present officers, directors, shareholders, agents, employees, legal representatives, successors, trustees, fiduciaries and assigns (individually and collectively the "Sunbeam Group"), of and from (and does hereby WAIVE), any and all rights, contracts, claims (including claims sounding in tort), damages, actions, causes of action, attorney fees, future employment or reinstatement and suits, whether or not presently known, suspected or claimed, which Employee ever had, now has or claims, or might hereafter have or claim against the Sunbeam Group (and any of them), relating to, directly or indirectly, any matter or thing occurring, in whole or in part, at any time, including, without limitation, any and all rights, claims, grievances, arbitrations, or causes of action which Employee has asserted, could assert, or which could be asserted on his behalf relating to his hiring, employment with the Company prior to the date of execution and delivery of this Agreement, his separation from such employment or post-employment benefits, and under any federal, state or local law, ordinance, regulation or rule, all of the foregoing as heretofore or hereafter amended, or under any court decree, heretofore or hereafter promulgated. Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in the United States that would limit the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, of and from any and all claims he might have against it, or any of them, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby expressly waives and releases any right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member of the Sunbeam Group relating to the subject matter hereof. Employee also COVENANTS NOT TO SUE the Sunbeam Group, or any ox xhem, for any of the matters covered by this Section 5. There is expressly excluded from the scope of the above release Employee's right to receive the benefits of this Agreement. There also is excepted from the scope of this Release and Covenant not to Sue, any and all claims which Exxxoyee may have for indemnification from the Company by reason of his service as a director or officer of the Company or any of its subsidiaries, pursuant to the Delaware General Corporation Law, the Certificate of Incorporation and Bylaws of the Company; provided that Employee shall cooperate fully with the Company in the defense of any and all such claims for which indemnification is provided to Employee by the Company. EMPLOYEE ACKNOWLEDGES THAT THE COMPANY HAS GIVEN HIM ADEQUATE TIME (UP TO 21 45 DAYS FROM THE DATE HEREOF AND FROM THE DATE OF HIS EXECUTION OF THE REAFFIRMATION AGREEMENT SET FORTH BELOW, IF EMPLOYEE DESIRES) WITHIN WHICH TO CONSIDER THIS AGREEMENT AND HAS ADVISED HIM IN WRITING TO CONSULT WITH COUNSEL BEFORE SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS AND THAT HE HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY. THE PARTIES FURTHER ACKNOWLEDGE THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENTAGREEMENT AND FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THE REAFFIRMATION AGREEMENT SET FORTH BELOW, EMPLOYEE MAY REVOKE THIS AGREEMENT. SUCH REVOCATION SHALL BE MADE IN WRITING AND DELIVERED TO THE GENERAL COUNSEL OF THE COMPANY BY THE CLOSE OF BUSINESS ON THE SEVENTH DAY FOLLOWING THE EXECUTION HEREOF BY EMPLOYEE. IF NOT REVOKED WITHIN SUCH SEVEN DAY PERIOD, THIS AGREEMENT SHALL THEREAFTER BE IRREVOCABLE.