Common use of Mutual General Release Clause in Contracts

Mutual General Release. (a) Except as otherwise expressly provided herein, Director hereby releases and forever discharges PPBI, the Bank, and their officers, directors, agents, affiliates, successors and assigns, from any and all claims, debts, losses, covenants, agreements, contracts, liabilities, demands, obligations, accounts, expenses, actions, causes of action and suits, whether past, present or future, known or unknown, at law or in equity, of whatever kind or nature whatsoever (collectively, "Claims"), which Director now has, owns, or holds, or has at any time heretofore had, owned or held, or may at any time hereafter have, own or hold, by reason of any fact, matter, cause or thing whatsoever from the beginning of time to the date hereof, including, without limitation, any and all matters arising from or in connection with any agreement or alleged agreement between Director and PPBI or the Bank, whether written or oral. The foregoing release shall not extend to Director's rights to enforce the provisions of this Agreement. (b) Except as otherwise expressly provided herein, PPBI and the Bank hereby release and forever discharge Director and his heirs, personal representatives, successors and assigns, from any and all Claims, which PPBI now has, owns, or holds, or has at any time heretofore had, owned or held, or may at any time hereafter have, own or hold, by reason of any fact, matter, cause or thing whatsoever from the beginning of time to the date hereof, including, without limitation, any and all matters arising from or in connection with any agreement or alleged agreement between Director and PPBI or the Bank, whether written or oral. The foregoing release shall not extend to the rights of PPBI or the Bank to enforce the provisions of this Agreement. (c) Except as otherwise set forth herein, each party agrees that this Agreement shall be effective as a full and final accord and satisfaction and release of each and every matter hereinabove referred to. In furtherance of this intention, each party acknowledges that each party is familiar with Section 1542 of the California Civil Code, 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." Except as otherwise set forth herein, each party waives and relinquishes any rights and benefits which that party has or may have under Section 1542 of the California Civil Code, to the fullest extent permitted by law. In connection with such waiver and relinquishment, each party acknowledges that any party may hereafter discover claims or facts in addition to or different from those which each party now knows or believes to exist with respect to the subject matter of this Agreement, but that it is each party's intention hereby fully, finally and forever to settle and release any and all released matters, disputes and differences, known or unknown, suspected or unsuspected, which now exist, may exist, or heretofore have existed, as set forth herein. In furtherance of such intention, and except as otherwise expressly reserved herein, the releases herein given shall be and remain in effect as full and complete general releases, notwithstanding the discovery or existence of any such additional or different claims or facts. (d) Each party acknowledges and agrees that it has not assigned to any third party any Claim or any interest in any Claim that it has or at any time has had against any other party, and that it has the full power and authority to enter into this Agreement and the release of Claims included herein. (e) Anything provided in this Section 1 to the contrary notwithstanding, the Director shall not release PPBI and the Bank from, and the Director shall continue to have, to the same extent applicable to any continuing director of PPBI or the Bank, all rights to indemnification from PPBI and/or the Bank related to his services as a director of PPBI and/or the Bank, as such indemnification rights are provided for under applicable law, under any charter or by-law provision of PPBI or the Bank or pursuant to any existing indemnification agreement between the Director and PPBI and/or the Bank.

Mutual General Release. (a) Except as otherwise expressly provided herein, Director Investor hereby releases and forever discharges PPBIBorrower, the Bank, and their officers, directors, agents, affiliates, successors and assigns, from any and all claims, debts, losses, covenants, agreements, contracts, liabilities, demands, obligations, accounts, expenses, actions, causes of action and suits, whether past, present or future, known or unknown, at law or in equity, of whatever kind or nature whatsoever (collectively, "Claims"), which Director Investor now has, owns, or holds, or has at any time heretofore had, owned or held, or may at any time hereafter have, own or hold, by reason of any fact, matter, cause or thing whatsoever from the beginning of time to the date hereof, including, without limitation, any and all matters arising from or in connection with the Note and Warrant Purchase Agreement and any other fact or matter arising out of or in connection with any agreement or alleged agreement between Director Investor and PPBI Borrower or the Bank, whether written or oral. The foregoing release shall not extend to DirectorInvestor's rights to enforce the provisions of this AgreementAgreement or the Warrants. (b) Except as otherwise expressly provided herein, PPBI Borrower and the Bank hereby release and forever discharge Director Investor and his heirsits members, personal representativesmanagers, officers, directors, agents, affiliates, successors and assigns, from any and all Claims, which PPBI Borrower or the Bank now has, owns, or holds, or has at any time heretofore had, owned or held, or may at any time hereafter have, own or hold, by reason of any fact, matter, cause or thing whatsoever from the beginning of time to the date hereof, including, without limitation, any and all matters arising from or in connection with the Note and Warrant Purchase Agreement and any other fact or matter arising out of or in connection with any agreement or alleged agreement between Director Investor and PPBI Borrower or the Bank, whether written or oral. The foregoing release shall not extend to the rights of PPBI Borrower or the Bank to enforce the provisions of this AgreementAgreement or the Warrants. (c) Except as otherwise set forth herein, each party agrees that this Agreement shall be effective as a full and final accord and satisfaction and release of each and every matter hereinabove referred to. In furtherance of this intention, each party acknowledges that each party is familiar with Section 1542 of the California Civil Code, 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." Except as otherwise set forth herein, each party waives and relinquishes any rights and benefits which that party has or may have under Section 1542 of the California Civil Code, to the fullest extent permitted by law. In connection with such waiver and relinquishment, each party acknowledges that any party may hereafter discover claims or facts in addition to or different from those which each party now knows or believes to exist with respect to the subject matter of this Agreement, but that it is each party's intention hereby fully, finally and forever to settle and release any and all released matters, disputes and differences, known or unknown, suspected or unsuspected, which now exist, may exist, or heretofore have existed, as set forth herein. In furtherance of such intention, and except as otherwise expressly reserved herein, the releases herein given shall be and remain in effect as full and complete general releasesrelease, notwithstanding the discovery or existence of any such additional or different claims or facts. (d) Each party acknowledges and agrees that it has not assigned to any third party any Claim or any interest in any Claim that it has or at any time has had against any other party, and that it has the full power and authority to enter into this Agreement and the release of Claims included herein. (e) Anything provided in this Section 1 to the contrary notwithstanding, the Director shall not release PPBI and the Bank from, and the Director shall continue to have, to the same extent applicable to any continuing director of PPBI or the Bank, all rights to indemnification from PPBI and/or the Bank related to his services as a director of PPBI and/or the Bank, as such indemnification rights are provided for under applicable law, under any charter or by-law provision of PPBI or the Bank or pursuant to any existing indemnification agreement between the Director and PPBI and/or the Bank.

Mutual General Release. (a) Except as otherwise expressly provided herein, Director The Parties hereby releases release and forever discharges PPBIdischarge the "Releasees" hereunder, the Bankconsisting of Holden and Biomass, and each of their officerspartners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, agentsofficers, affiliatesemployees, successors representatives, lawyers, insurers, and assignsall persons acting by, through, under or in concert with them, or any of them, of and from any and all claimsmanner of action or actions, cause or causes of action, in law or in equity, suits, debts, lossesliens, covenantscontracts, agreements, contractspromises, liabilitiesliability, claims, demands, obligationsdamages, accountslosses, costs, attorneys' fees or expenses, actions, causes of action and suits, whether past, present or futureany nature whatsoever, known or unknown, at law fixed or in equity, of whatever kind or nature whatsoever contingent (collectively, hereinafter called "Claims"), which Director the undersigned now has, ownshas or may hereafter have against the Releasees, or holds, or has at any time heretofore had, owned or held, or may at any time hereafter have, own or holdof them, by reason of any fact, matter, cause cause, or thing whatsoever from the beginning of time to the date hereof, including. The Claims released herein include, without limitationlimiting the generality of the foregoing, any and all matters Claims in any way arising from or in connection with any agreement or alleged agreement between Director and PPBI or the Bankout of, whether written or oral. The foregoing release shall not extend to Director's rights to enforce the provisions of this Agreement. (b) Except as otherwise expressly provided herein, PPBI and the Bank hereby release and forever discharge Director and his heirs, personal representatives, successors and assigns, from any and all Claims, which PPBI now has, ownsbased upon, or holdsrelated to the employment or termination of employment of the undersigned by the Releasees, or has at any time heretofore had, owned or held, or may at of them; any time hereafter have, own or hold, by reason alleged breach of any factexpress or implied contracts; any alleged torts or other alleged legal rights. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF RELEVANT LAW, matterWHICH PROVIDES GENERALLY 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 IME OF EXECUTING THE RELEASE, cause WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. THE UNDERSIGNED, BEING AWARE OF SAID LAW, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. THE UNDERSIGNED IS HEREBY ADVISED THAT HE OR IT HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE; The undersigned represents and warrants that there has been no assignment or thing whatsoever from the beginning other transfer of time to the date hereof, including, without limitation, any and all matters arising from or in connection with any agreement or alleged agreement between Director and PPBI or the Bank, whether written or oral. The foregoing release shall not extend to the rights of PPBI or the Bank to enforce the provisions of this Agreement. (c) Except as otherwise set forth herein, each party agrees that this Agreement shall be effective as a full and final accord and satisfaction and release of each and every matter hereinabove referred to. In furtherance of this intention, each party acknowledges that each party is familiar with Section 1542 of the California Civil Code, 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." Except as otherwise set forth herein, each party waives and relinquishes any rights and benefits which that party has or may have under Section 1542 of the California Civil Code, to the fullest extent permitted by law. In connection with such waiver and relinquishment, each party acknowledges that any party may hereafter discover claims or facts in addition to or different from those which each party now knows or believes to exist with respect to the subject matter of this Agreement, but that it is each party's intention hereby fully, finally and forever to settle and release any and all released matters, disputes and differences, known or unknown, suspected or unsuspected, which now exist, may exist, or heretofore have existed, as set forth herein. In furtherance of such intention, and except as otherwise expressly reserved herein, the releases herein given shall be and remain in effect as full and complete general releases, notwithstanding the discovery or existence of any such additional or different claims or facts. (d) Each party acknowledges and agrees that it has not assigned to any third party any Claim or any interest in any Claim that it has which he may have against Releasees, or at any time has had against any other party, and that it has the full power and authority to enter into this Agreement and the release of Claims included herein. (e) Anything provided in this Section 1 to the contrary notwithstanding, the Director shall not release PPBI and the Bank fromthem, and the Director undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys' fees incurred by Releasees, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the undersigned under this indemnity. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the undersigned agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys' fees incurred by Releasees in defending or otherwise responding to said suit or Claim. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall continue to haveconstitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to the same extent applicable to any continuing director of PPBI or the Bank, all rights to indemnification from PPBI and/or the Bank related to his services as a director of PPBI and/or the Bank, as such indemnification rights are provided for under applicable law, under any charter or by-law provision of PPBI or the Bank or pursuant to any existing indemnification agreement between the Director and PPBI and/or the Bankundersigned.

Mutual General Release. (a) Except as otherwise expressly provided hereinYou, Director hereby releases on behalf of yourself and forever discharges PPBI, the Bank, and their officers, directors, your agents, affiliatesheirs, executors, administrators, successors and assigns, hereby RELEASE AND FOREVER DISCHARGE the Company Entities, as well as any and all of their predecessors, successors and assigns and any and all of their respective past or present directors, officers, employees, investors, shareholders, partners, fiduciaries, agents, trustees, administrators, attorneys and insurers, whether acting as agents for the Company or in their individual capacities (collectively the “Released Parties”), from any and all claims, debtsdamages, lossescomplaints, covenantsgrievances, agreementscauses of action, contractssuits, liabilities, demandsdemands and expenses (including attorneys’ fees) of any nature whatsoever, obligations, accounts, expenses, actions, causes of action both at law and suitsin equity (except those expressly reserved herein), whether past, present or future, known or unknown, at law now existing or in equity, which may result from the existing state of whatever kind or nature whatsoever (collectively, "Claims")things, which Director you now has, owns, have or holds, or has at any time heretofore had, owned or held, or may at any time hereafter have, own or hold, by reason of any fact, matter, cause or thing whatsoever from ever had against the beginning of time Released Parties up to and including the date hereof. In particular, without limitation of the foregoing, the Released Parties are specifically released from and held harmless from any and all claims arising out of or related to your employment relationship with the Company Entities, including, without limitation, your separation from such employment. It is your intention that this Section 4 constitute a full and final general release of all such claims and that this release be as broad as possible. This Section 4 does not release or waive any and all matters arising from rights or in connection with any agreement or alleged agreement between Director and PPBI or claims that may arise after the Bank, whether written or oraldate hereof. The foregoing release shall not extend to Director's rights to enforce the provisions of By signing this Agreement. (b) Except as otherwise expressly provided herein, PPBI and the Bank Company hereby release releases and forever discharge Director discharges you with respect to and his heirs, personal representatives, successors and assigns, from any and all Claimscommitments, responsibilities, obligations, claims, damages, complaints, grievances, causes of action, suits, liabilities, demands and expenses (including attorneys’ fees) of any nature whatsoever, both at law and in equity (except those expressly reserved herein), whether known or unknown, now existing or which may result from the existing state of things, which PPBI the Company now has, owns, has or holds, or has at any time heretofore had, owned or held, or may at any time hereafter have, own or hold, by reason of any fact, matter, cause or thing whatsoever from the beginning of time ever had against you up to and including the date hereof, including, without limitation, any and all matters arising from or in connection with any agreement or alleged agreement between Director and PPBI or except that the Bank, whether written or oral. The foregoing release shall not extend to the rights of PPBI or the Bank to enforce the provisions of this Agreement. (c) Except as otherwise set forth herein, each party agrees that this Agreement shall be effective as a full and final accord and satisfaction and release of each and every matter hereinabove referred to. In furtherance of this intention, each party acknowledges that each party is familiar with Section 1542 of the California Civil Code, which provides as follows: "A general release Company does not extend release, discharge, or waive claims against you relating to claims criminal behavior or other intentional misconduct or gross negligence of which the creditor does Company is 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 debtorcurrently aware." Except as otherwise set forth herein, each party waives and relinquishes any rights and benefits which that party has or may have under Section 1542 of the California Civil Code, to the fullest extent permitted by law. In connection with such waiver and relinquishment, each party acknowledges that any party may hereafter discover claims or facts in addition to or different from those which each party now knows or believes to exist with respect to the subject matter of this Agreement, but that it is each party's intention hereby fully, finally and forever to settle and release any and all released matters, disputes and differences, known or unknown, suspected or unsuspected, which now exist, may exist, or heretofore have existed, as set forth herein. In furtherance of such intention, and except as otherwise expressly reserved herein, the releases herein given shall be and remain in effect as full and complete general releases, notwithstanding the discovery or existence of any such additional or different claims or facts. (d) Each party acknowledges and agrees that it has not assigned to any third party any Claim or any interest in any Claim that it has or at any time has had against any other party, and that it has the full power and authority to enter into this Agreement and the release of Claims included herein. (e) Anything provided in this Section 1 to the contrary notwithstanding, the Director shall not release PPBI and the Bank from, and the Director shall continue to have, to the same extent applicable to any continuing director of PPBI or the Bank, all rights to indemnification from PPBI and/or the Bank related to his services as a director of PPBI and/or the Bank, as such indemnification rights are provided for under applicable law, under any charter or by-law provision of PPBI or the Bank or pursuant to any existing indemnification agreement between the Director and PPBI and/or the Bank.

Mutual General Release. For valuable consideration stated herein and above, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree to mutually release one another with respect to the Action, as set forth herein below; PROVIDED HOWEVER, that no provision of this Mutual Release and Settlement Agreement shall, or be otherwise interpreted to, extend to the terms of this Agreement and/or of the Note. (a1) Except as otherwise expressly provided hereinPlaintiff PMP, Director on behalf itself, its agents, employees, partners and attorneys of record in the Action hereby fully and forever, generally and specifically, releases and forever discharges PPBI, the BankVERTICAL, and their its respective past and present agents, employees, officers, directors, agents, affiliates, successors shareholders and assigns, attorneys (the "Vertical Releasees") from any and all claims, debtsdemands, lossesactions, covenantsrights, agreements, contracts, liabilities, demandscauses of action, obligations, accountsliens, expensesdamages, actionsjudgments, causes indemnities, subrogations, duties, controversies or any liability or claim of action and suitsany nature, character or description, whether past, present or future, known or unknown, at law or in equity, of whatever kind whether or nature whatsoever (collectivelynot now known, "Claims")suspected or claimed, which Director that PMP has ever had or now has, owns, have or holds, or has at any time heretofore had, owned or held, or may at any time hereafter might in the future have, own or hold, against the Vertical Releasees by reason of any factact, matterfailure to act, cause cause, matter or thing whatsoever from the beginning of time to the date hereofevent arising out of, including, without limitation, any and all matters arising from or in connection with any agreement or alleged agreement between Director and PPBI or the Bank, whether written or oral. The foregoing release shall not extend to Director's rights to enforce the provisions of this Agreement. (b) Except as otherwise expressly provided herein, PPBI and the Bank hereby release and forever discharge Director and his heirs, personal representatives, successors and assigns, from any and all Claims, which PPBI now has, owns, or holds, or has at any time heretofore had, owned or held, or may at any time hereafter have, own or hold, by reason of any fact, matter, cause or thing whatsoever from the beginning of time to the date hereof, including, without limitation, any and all matters arising from or in connection with any agreement or alleged agreement between Director and PPBI or the Bank, whether written or oral. The foregoing release shall not extend to the rights of PPBI or the Bank to enforce the provisions of this Agreement. (c) Except as otherwise set forth herein, each party agrees that this Agreement shall be effective as a full and final accord and satisfaction and release of each and every matter hereinabove referred to. In furtherance of this intention, each party acknowledges that each party is familiar with Section 1542 of the California Civil Code, 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." Except as otherwise set forth herein, each party waives and relinquishes any rights and benefits which that party has or may have under Section 1542 of the California Civil Code, to the fullest extent permitted by law. In connection with such waiver and relinquishment, each party acknowledges that any party may hereafter discover claims or facts in addition to or different from those which each party now knows or believes to exist with respect way relating to the subject matter of this Agreement, but that it is each party's intention hereby fully, finally and/or the facts and forever to settle and release transactions alleged in the Action or any and all released mattersother damages or injury of any nature whatsoever, disputes past, present and differencesfuture, known in any way related to the Action; MUTUAL RELEASE AND SETTLEMENT AGREEMENT PMP v. Vertical - 1 of 7 - (2) The Vertical Releasees, hereby fully and forever, generally and specifically, release and discharge PMP and its respective past and present agents, employees, partners, and attorneys of record in the Action (the "PMP Releasees") from any and all claims, demands, actions, rights, causes of action, obligations, liens, damages, judgments, indemnities, duties, controversies or unknownany liability or claim of any nature, character or description, whether at law or in equity, whether or not now known, suspected or unsuspectedclaimed, which that have ever had or now existhave or might in the future have, may existagainst the PMP Releasees by reason of any act, failure to act, cause, matter or event arising out of, or heretofore have existed, as set forth herein. In furtherance in any way relating to the subject matter of such intention, and/or the facts and except as otherwise expressly reserved herein, transactions alleged in the releases herein given shall be Action or any and remain in effect as full and complete general releases, notwithstanding the discovery all other damages or existence injury of any such additional or different claims or facts. (d) Each party acknowledges nature whatsoever, past, present and agrees that it has not assigned to any third party any Claim or any interest future, in any Claim that it has or at any time has had against any other party, and that it has the full power and authority to enter into this Agreement and the release of Claims included herein. (e) Anything provided in this Section 1 way related to the contrary notwithstanding, the Director shall not release PPBI and the Bank from, and the Director shall continue to have, to the same extent applicable to any continuing director of PPBI or the Bank, all rights to indemnification from PPBI and/or the Bank related to his services as a director of PPBI and/or the Bank, as such indemnification rights are provided for under applicable law, under any charter or by-law provision of PPBI or the Bank or pursuant to any existing indemnification agreement between the Director and PPBI and/or the BankAction.

Mutual General Release. In consideration of the promises and payments set forth herein, and as a material inducement for Brand New Start and Plaintiffs to enter into this Agreement, Plaintiffs and Brand New Start agree as follows (the “Release”): (a) Except as otherwise expressly provided hereinPlaintiffs, Director on behalf of themselves individually and all of their respective heirs, executors, assigns, agents, representatives, and attorneys (the “Plaintiff Releasors”) hereby releases completely and unconditionally release, acquit, and forever discharges PPBIdischarge Brand New Start and all of their parents, the Banksubsidiaries, and their officersaffiliates, predecessors, successors, assigns, members, owners, shareholders, general or limited partners, joint venturers, directors, officers, employees, former employees, agents, affiliatesrepresentatives, and attorneys, and any persons acting by, through, under, or in concert with any of them, and all successors and assignsassigns thereof (collectively, the “Brand New Start Releasees”), from any and all claims, debtscharges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, entitlements, costs, losses, covenantsdebts, agreementsand expenses (including attorneys’ fees and legal expenses), contractsof any nature whatsoever, liabilitiesknown or unknown, that any Plaintiff now has, had, or may hereafter claim to have had against Brand New Start and/or the other Brand New Start Releasees, individually or collectively, by reason of any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to the date of this Agreement, provided that nothing herein shall prevent Plaintiffs from seeking access to the Court for entry of the Consent Judgment or bringing suit to enforce the terms of this Agreement. (b) Specifically included without limitation in this Release is a knowing and voluntary waiver and release of all claims Plaintiffs now have, or had, or may hereafter claim to have against the Brand New Start Releasees under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq.; 42 U.S.C. § 1981; the Americans with ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.; the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974; the Consolidated Omnibus Budget Reconciliation Act; the Occupational Safety and Health Act of 1970 Act; the Georgia Equal Employment for Persons with Disabilities Code, the Georgia Equal Pay for Equal Work Act and the Common Day of Rest Act; any and all claims based on “public policy”; any and all claims under any federal, state, or local laws pertaining to employment, employment compensation, or employment benefits; personal injury; injury to reputation; injury to property; intentional torts; negligence; wrongful termination; constructive discharge; retaliation; discrimination; harassment; breach of contract; and any and all claims for recovery of lost wages or other compensation, liquidated damages, front pay, compensatory and/or punitive damages, attorneys’ fees, injunctive or equitable relief, or any other form of relief, and any and all other claims of any kind based on any federal, state, or local constitution, statute, law, rule, regulation, judicial doctrine, contract, or common law, or other theory arising out of any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to the date of this Agreement. (c) Plaintiffs further acknowledge that this Release extends also to claims that they do not know or suspect to exist in their favor at the time of executing this Agreement, which if known might have materially affected their respective decisions to execute this Agreement. Each Plaintiff hereby knowingly and voluntarily waives and relinquishes all rights and benefits that Plaintiff has or may have under applicable law with respect to such claims. Other than the Lawsuit, each Plaintiff represents and warrants that Plaintiff has not filed or caused to be filed any demand for arbitration, lawsuit, complaint, or charge with respect to any claim this Release purports to waive. The Parties mutually waive all appeal rights with regard to any claims in the Lawsuit. Each Plaintiff further agrees not to reinstate any claims in the Lawsuit, or initiate or pursue any other claims, complaints, or proceedings for damages or other relief against Brand New Start or the Brand New Start Releasees in any local, state, or federal court or agency, based upon, arising from, or in any way related to any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to the date of this Agreement, including but not limited to, any matters related to Plaintiff’s employment with Brand New Start or the Brand New Start Releasees; provided, however, that this covenant not to sue does not apply to administrative charges or complaints filed with any government agency. (d) The Release does not waive: claims for vested benefits under ERISA-covered employee benefit plans; claims that may arise after Plaintiffs each sign this Agreement; and claims that cannot be released by private agreement. Nothing in this Agreement shall be construed to prevent any Plaintiff from filing a charge or complaint with or from participating in an investigation or proceeding conducted by any federal, state or local agency charged with enforcement of employment laws. Each Plaintiff understands and acknowledges that Plaintiff has waived and released Plaintiff’s right to recover damages or to be awarded any other individual relief in any such administrative proceeding, as well as Plaintiff’s right to recover in any action brought on Plaintiff’s behalf by any other party, including, but not limited to, any federal, state, or local agency. Nothing herein shall prevent any Plaintiff from bringing suit to enforce the terms of this Agreement, and nothing in this Section waives or limits Plaintiff’s right to apply for or recover a whistleblower award under Section 21F of the Securities Exchange Act of 1934, 15 U.S.C. § 78u- 6, or to participate in any Securities Exchange Commission investigation. (e) Brand New Start, on behalf of its parents, subsidiaries, affiliates, predecessors, successors, assigns, owners, shareholders, general or limited partners, joint venturers, directors, officers, employees, former employees, agents, representatives, and attorneys, and any persons acting by, through, under, or in concert with any of them, and all successors and assigns thereof (collectively, the “Brand New Start Releasors”), completely and unconditionally release and forever discharge each Plaintiff, including his/her respective attorneys, agents, servants, representatives, predecessors and successors in interest, and assigns (collectively the “Plaintiff Releasees”), from any and all claims, demands, obligations, accounts, expenses, actions, causes of action action, rights, damages, costs, expenses and suitscompensation of any nature whatsoever, whether pastbased on a tort, present contract or futureother theory of recovery, whether for compensatory or punitive damages, and whether known or unknown, at law that the Brand New Start Releasors now have or in equity, of whatever kind that may hereafter accrue or nature whatsoever (collectively, "Claims"), which Director now has, owns, or holds, or has at otherwise be acquired against any time heretofore had, owned or held, or may at any time hereafter have, own or hold, Plaintiff Releasees by reason of any fact, matter, cause cause, or thing whatsoever whatsoever, from the beginning of time to the date hereofof this Agreement, includingincluding but not limited to any claims for costs, without limitation, any and all matters arising from expenses or attorneys’ fees in connection with any agreement or alleged agreement between Director and PPBI or the Bankthis matter, whether written or oral. The foregoing release provided that nothing herein shall not extend to Director's rights prevent Brand New Start from bringing suit to enforce the provisions terms of this Agreement. (bf) Except as otherwise expressly provided herein, PPBI and the Bank hereby release and forever discharge Director and his heirs, personal representatives, successors and assigns, from any and all Claims, which PPBI now has, owns, or holds, or has at any time heretofore had, owned or held, or may at any time hereafter have, own or hold, by reason of any fact, matter, cause or thing whatsoever from the beginning of time to the date hereof, including, without limitation, any and all matters arising from or in connection with any agreement or alleged agreement between Director and PPBI or the Bank, whether written or oral. The foregoing release shall not extend to the rights of PPBI or the Bank to enforce the provisions of this Agreement. (c) Except as otherwise set forth herein, each party agrees that this Agreement shall be effective as a full and final accord and satisfaction and release of each and every matter hereinabove referred to. In furtherance of this intention, each party acknowledges that each party is familiar with Section 1542 Each of the California Civil Code, 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." Except as otherwise set forth herein, each party waives Parties represents and relinquishes any rights and benefits which that party has or may have under Section 1542 of the California Civil Code, to the fullest extent permitted by law. In connection with such waiver and relinquishment, each party acknowledges that any party may hereafter discover claims or facts in addition to or different from those which each party now knows or believes to exist with respect to the subject matter of this Agreement, but that it is each party's intention hereby fully, finally and forever to settle and release any and all released matters, disputes and differences, known or unknown, suspected or unsuspected, which now exist, may exist, or heretofore have existed, as set forth herein. In furtherance of such intention, and except as otherwise expressly reserved herein, the releases herein given shall be and remain in effect as full and complete general releases, notwithstanding the discovery or existence of any such additional or different claims or facts. (d) Each party acknowledges and agrees warrants that it has not assigned assigned, sold, or otherwise transferred any of the claims released above to any third party any Claim other person or any interest in any Claim that it has or at any time has had against entity, and agrees to indemnify and hold harmless the other Parties and any other party, adversely affected releasee for any breach of this representation and that it has the full power and authority to enter into this Agreement and the release of Claims included hereinwarranty. (e) Anything provided in this Section 1 to the contrary notwithstanding, the Director shall not release PPBI and the Bank from, and the Director shall continue to have, to the same extent applicable to any continuing director of PPBI or the Bank, all rights to indemnification from PPBI and/or the Bank related to his services as a director of PPBI and/or the Bank, as such indemnification rights are provided for under applicable law, under any charter or by-law provision of PPBI or the Bank or pursuant to any existing indemnification agreement between the Director and PPBI and/or the Bank.

Mutual General Release. (a) Except as otherwise expressly provided hereinSubject to the terms and conditions of this Agreement, Director each Subscriber agrees to and does hereby releases release and forever discharges PPBIdischarge Company and its agents, the Bank, and their officers, directors, agentsshareholders, employees, affiliates, successors and insurers, assigns, and other successors in interest of and from any and all claims, debtsdemands, losses, covenants, agreements, contractsrights, liabilities, demands, obligations, accounts, expenses, actions, and causes of action and suitsaction, whether past, present or future, known or unknown, at law or in equity, of whatever kind or nature whatsoever (collectively, "Claims"), which Director now has, owns, or holds, or has at any time heretofore had, owned or held, or may at any time hereafter have, own or hold, by reason of any fact, matter, cause or thing whatsoever from the beginning of time to the date hereof, including, without limitation, any and all matters arising from or in connection with any agreement or alleged agreement between Director and PPBI or the Bank, whether written or oral. The foregoing release shall not extend to Director's rights to enforce the provisions of this Agreement. (b) Except as otherwise expressly provided herein, PPBI and the Bank hereby release and forever discharge Director and his heirs, personal representatives, successors and assigns, from any and all Claims, which PPBI now has, owns, or holds, or has at any time heretofore had, owned or held, or may at any time hereafter have, own or hold, by reason of any fact, matter, cause or thing whatsoever from the beginning of time to the date hereof, including, without limitation, any and all matters arising from or in connection with any agreement or alleged agreement between Director and PPBI or the Bank, whether written or oral. The foregoing release shall not extend to the rights of PPBI or the Bank to enforce the provisions of this Agreement. (c) Except as otherwise set forth herein, each party agrees that this Agreement shall be effective as a full and final accord and satisfaction and release of each and every matter hereinabove referred to. In furtherance of this intention, each party acknowledges that each party is familiar with Section 1542 of the California Civil Code, 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." Except as otherwise set forth herein, each party waives and relinquishes any rights and benefits which that party has or may have under Section 1542 of the California Civil Code, to the fullest extent permitted by law. In connection with such waiver and relinquishment, each party acknowledges that any party may hereafter discover claims or facts in addition to or different from those which each party now knows or believes to exist with respect to the subject matter of this Agreement, but that it is each party's intention hereby fully, finally and forever to settle and release any and all released matters, disputes and differences, presently known or unknown, suspected or unsuspected, which such Subscriber may now existhave, may existhas ever had, or heretofore may hereafter have existedagainst Company arising from or related to (i) the transactions described in the First Subscription Agreement, as set forth herein(ii) the issuance of the First Common Stock and First Warrants, (iii) the litigation (and its underlying allegations and circumstances) pending in Manicopa County Superior Court titled, Goldspring, Inc. v. Parent, et al. In furtherance of such intentionNo. CV2004-021755, and except as (iv) any omissions, acts, or facts which have occurred up until the Closing, including, but not limited to, any claims in connection with such Subscriber’s original (Subscription Agreement) purchase of the First Common Stock and First Warrants, or any rights to indemnification or reimbursement from Company, whether pursuant to its organizational documents, contracts, or otherwise expressly reserved hereinand whether or not relating to the foregoing, pending on, or asserted after the Closing Date. (b) Subject to the terms and conditions of this Agreement, Company agrees to and does hereby release and forever discharge each Subscriber, and such Subscriber’s personal representatives, estates, spouses, agents, assigns, heirs, administrators, officers, directors, shareholders, employees, affiliates, insurers and other successors in interest (collectively “Subscriber Releasees”) of and from any and all claims, demands, rights, liabilities, and causes of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, which Company may now have, has ever had, or may hereafter have against such Subscriber Releasees arising from the transactions described in the First Subscription Agreement, the releases herein given shall be issuance of the First Common Stock and remain in effect as full and complete general releases, notwithstanding the discovery First Warrants or existence arising out of any omissions, acts, or facts which have occurred up until the Closing, including, but not limited to, any claims in connection with such additional Subscriber’s original purchase of the First Common Stock and First Warrants, or different any rights to indemnification or reimbursement from Subscriber Releasees, whether pursuant to its organizational documents, contracts, or otherwise and whether or not relating to claims pending on the Closing Date. (c) Each party irrevocably covenants to refrain from, directly or factsindirectly asserting any claim or demand, or commencing, instituting, or causing to be commenced, any proceeding of any kind against any party hereto, based upon any matter purported to be released pursuant to this Section 13. (d) Each The foregoing notwithstanding, the Company and Subscriber shall indemnify and hold harmless the other from and against all loss, liability, claim, damage (including incidental and consequential damages), or expense (including costs of investigation and defense and reasonably attorney’s fees) involving third party acknowledges and agrees that it has not assigned to claims, arising directly or indirectly from or in connection with the assertion by or on behalf of any third party of any Claim claim or any interest in any Claim that it has or at any time has had against any other party, and that it has the full power and authority matter purported to enter into be released pursuant to this Agreement and the release of Claims included hereinSection 13. (e) Anything provided in this Section 1 to the contrary notwithstandingEach Subscriber and Company understand that future claims, the Director shall not release PPBI and the Bank fromdemands, rights, liabilities, and causes of action released under Sections 13(a) and (b) above, which presently are unknown, unforeseen, or not yet in existence may occur and consciously intend to release all such claims. (f) Each Subscriber and Company represent and warrant that they have made no assignment, transfer, conveyance, pledge, or other disposition of any of the Director shall continue claims, demands, causes of action, obligations, damages, or liabilities released under Sections 13(a) and (b) above, and that they are fully entitled to havegive their full and complete release of all such claims and demands. (g) Each Subscriber and Company agree and understand that once this Agreement becomes effective it may not be revoked, and no party may proceed against any other party hereto on account of any of the claims released herein. Each Subscriber and Company further agree and understand that any party defending an action or claim commenced, maintained, or prosecuted in violation of this Agreement will be entitled to recover from the same extent applicable to party or parties bringing the action or claim any continuing director of PPBI damages or costs, including reasonable attorney fees and costs, incurred in defending the Bank, all rights to indemnification from PPBI and/or the Bank related to his services as a director of PPBI and/or the Bank, as such indemnification rights are provided for under applicable law, under any charter action or by-law provision of PPBI or the Bank or pursuant to any existing indemnification agreement between the Director and PPBI and/or the Bankclaim.