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

Release and Covenant Not to ▇▇▇. a. Executive understands and agrees that with respect to this Section 5 the term “Company” refers to Company and its parents, subsidiaries and affiliates, and the officers, directors, shareholders, agents, predecessors, successors, assigns, and current and past employees and representatives of each and all of the foregoing. Executive, for Executive and, as applicable, Executive’s respective agents, attorneys, successors, and assigns, hereby fully, forever, irrevocably, and unconditionally releases Company from any and all claims, charges, complaints, liabilities, and obligations of any nature whatsoever, which Executive may have against Company, whether now known or unknown, and whether asserted or unasserted, arising from any event or omission occurring prior to execution of this Agreement. Without limiting the foregoing, this release includes any and all claims arising out of or which could arise out of the employment relationship between Executive and Company and the termination of that employment, including but not limited to: (i) any and all claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, Section 1981 of the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Equal Pay Act, the Family Medical Leave Act, ERISA, COBRA, the Worker Adjustment and Retraining Notification Act, the Arizona Civil Rights Act, state and local civil rights laws, Arizona wage payment laws and any similar laws in other states; (ii) any and all Executive Orders (governing fair employment practices) which may be applicable to Company; and (iii) any other provision or theory of law. This release may be pled as a complete bar and defense to any claim brought by Executive with respect to the matters released in this Agreement. This release does not waive claims that may arise after the date this Agreement is signed; however, Executive agrees that by signing, delivering and not revoking this Agreement and by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and given the foregoing releases at the Date of Termination. b. Executive acknowledges and agrees that the consideration Executive is receiving under this Amendment is sufficient consideration to support the release of all entities identified in this Section 5, and that there is consideration given in addition to anything of value to which Executive is already entitled. c. Executive acknowledges and agrees that Executive is not aware of any facts or circumstances that could be the basis for a valid claim or charge of discrimination or harassment against Company. Executive represents and warrants to Company that Executive has not filed, or caused to be filed, any claim or charge with any adjudicative body, regulatory body, or agency arising out of his employment. Executive agrees that by signing, delivering and not revoking this Amendment and by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and made the foregoing statements, representations, warranties and agreements at the Date of Termination.

Release and Covenant Not to ▇▇▇. a. Executive understands In exchange for the Severance Pay described above, to the fullest extent permitted by applicable law, Employee hereby fully and agrees that forever unconditionally releases and discharges Employer, all of its past, present and future parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with respect to this Section 5 the term “Company” refers to Company their divisions and its parents, subsidiaries and affiliatesdepartments, and the all past or present officers, directors, shareholdersemployees, agentsinsurers, predecessors, successors, assignsattorneys and agents of any of them (hereinafter referred to collectively as "Releasees"), and current and past employees and representatives of each and all of the foregoing. ExecutiveEmployee covenants not to ▇▇▇ or assert against Releasees in any forum, for Executive andany purpose, as applicable, Executive’s respective agents, attorneys, successors, and assigns, hereby fully, forever, irrevocably, and unconditionally releases Company from any and or all claims, charges, administrative complaints, liabilitiesdemands, actions and obligations causes of any action, of every kind and nature whatsoever, which Executive may have against Company, whether now known at law or unknownin equity, and whether asserted or unassertedboth negligent and intentional, arising from or in any event way related to Employee's employment or omission separation from Employer, based in whole or in part upon any act or omission, occurring prior to execution on or before the date of this Agreement. Without limiting general release, without regard to Employee's present actual knowledge of the foregoingact or omission, this release includes any and all claims arising out of which Employee may now have, or which could Employee, or any person acting on Employee's behalf may at any future time have or claim to have, including specifically, but not by way of limitation, matters which may arise out of the employment relationship between Executive and Company and the termination of that employmentat common law or under federal, state or local laws, including but not limited to: (i) any and all claims under to the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, Section 1981 of the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, ERISA, COBRA, the Worker Adjustment Utah Labor Code and Retraining Notification Act, the Arizona Civil Rights Act, any other state and local civil rights or federal laws, Arizona wage payment laws excepting only any claim for worker's compensation, unemployment compensation, COBRA rights, and any similar laws in other states; (ii) vested rights under any and all Executive Orders (governing fair employment practices) which may be applicable to Company; and (iii) ERISA benefit plan. Employee does not waive or release any other provision or theory rights arising after the date of law. This release may be pled as a complete bar and defense to any claim brought by Executive with respect to the matters released in execution of this Agreement. This release does not waive claims that may arise after the date this Agreement is signed; however, Executive Employee further agrees that Employee will not in any manner encourage, counsel, participate in or otherwise assist any non-governmental third-party in the presentation or prosecution of any disputes, differences, grievances, claims, charges or complaints by signing, delivering any non-governmental third party against any of the Releasees unless Employee is legally required to participate in any such matter pursuant to an enforceable subpoena or other court order to do so. Employee also agrees to immediately notify in writing the Company (c/o Vice President of Legal Affairs) and not revoking this Agreement and by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and given the foregoing releases at the Date Company’s Board of Termination. b. Executive acknowledges and agrees that the consideration Executive is receiving under this Amendment is sufficient consideration to support the release Directors upon receipt of all entities identified in this Section 5any non-governmental subpoena or court order, and that there is consideration given in addition to anything furnish, within three (3) business days of value to which Executive is already entitledits receipt, a copy of such subpoena or other court order. c. Executive acknowledges and agrees that Executive is not aware of any facts or circumstances that could be the basis for a valid claim or charge of discrimination or harassment against Company. Executive represents and warrants to Company that Executive has not filed, or caused to be filed, any claim or charge with any adjudicative body, regulatory body, or agency arising out of his employment. Executive agrees that by signing, delivering and not revoking this Amendment and by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and made the foregoing statements, representations, warranties and agreements at the Date of Termination.

Release and Covenant Not to ▇▇▇. a. Executive understands (a) Employee, for the consideration set forth in this Agreement, hereby fully releases and agrees that with respect to this Section 5 the term “Company” refers to Company forever discharges JDA and its parents, subsidiaries and affiliatesaffiliated entities, and the employees, agents, representatives, attorneys, officers, directors, shareholderssuccessors and assigns of JDA and its affiliated entities (collectively, agents, predecessors, successors, assigns, and current and past employees and representatives of each and all of the foregoing. Executive, for Executive and, as applicable, Executive’s respective agents, attorneys, successors, and assigns, hereby fully, forever, irrevocably, and unconditionally releases Company “Release Parties”) from any and all claims, charges, complaints, claims or liabilities, and obligations of any nature whatsoever, which Executive may have against Company, whether now known or unknown, and whether asserted past or unassertedpresent, arising from suspected or unsuspected, of any event or omission occurring prior to execution of this Agreement. Without limiting the foregoing, this release includes any and all claims nature whatsoever arising out of or which could arise out of the relating to his/her employment relationship between Executive and Company and the termination of that employmentwith JDA, including including, but not limited to: (i) any and , all claims based upon alleged discrimination, breach of contract or tortious conduct, whether under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act (26 U.S.C. § 621 et seq.), the Older Workers Benefit Protection Act, the Americans with Disabilities Act, Section 1981 of the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Equal Pay Fair Labor Standards Act, the Family Medical Leave Act, ERISA, COBRA, the Worker Adjustment and Retraining Notification Act, the Arizona Civil Rights Actor any other federal law, state law, ordinance, common law or administrative regulation. Employee expressly waives Employee’s right to recovery of any type, including damages, in any administrative or court action, whether state or federal, and local civil rights laws, Arizona wage payment laws and any similar laws in other states; (ii) any and all Executive Orders (governing fair employment practices) which may be applicable to Company; and (iii) any other provision or theory of law. This release may be pled as a complete bar and defense to any claim whether brought by Executive with respect Employee or on Employee’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for any challenge to the validity of Employee’s release of claims under the Age Discrimination in Employment Act, as set forth in this Agreement. Further, nothing in this Section 3(a) shall release any of the Released Parties’ obligations, covenants, and agreements under this Agreement. This release does not waive apply to claims that which may arise after the date when Employee signs this Agreement. (b) Employee declares and represents that Employee intends this Agreement is signed; however, Executive agrees that by signing, delivering to be complete and not revoking this Agreement subject to any claim of mistake, and by accepting that the compensation release herein expresses a full and benefits stated in Sections 2 complete release and 3, above, respectively, Executive will Employee intends the release herein to be deemed to have repeated final and given the foregoing releases at the Date of Terminationcomplete. b. Executive (c) Employee represents that, as of the date of this Agreement, he has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against Employer or any of the other Released Parties in any court or with any governmental agency. (d) Employee acknowledges and agrees that the consideration Executive is receiving under this Amendment is sufficient consideration to support the general release of all entities identified and waiver clause in this Section 5Agreement is an essential and material term of the Agreement, and that there is consideration given in addition to anything of value to which Executive is already entitledwithout such clause, no agreement would have been reached by the Parties. c. Executive (e) Employee acknowledges that he has been paid all wages, commissions, incentive payments, and agrees that Executive is not aware of any facts or circumstances that could be the basis for a valid claim or charge of discrimination or harassment against Company. Executive represents and warrants bonuses owed to Company that Executive has not filedhim by Employer, or caused to be filed, any claim or charge with any adjudicative body, regulatory body, or agency arising out of his employment. Executive agrees that by signing, delivering and not revoking this Amendment and by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and made the foregoing statements, representations, warranties and agreements at the Date of Termination.date

Release and Covenant Not to ▇▇▇. a. Executive understands Each party hereby forever releases, discharges, cancels, waives, and agrees that with respect to this Section 5 acquits the term “Company” refers to Company other party and its parentsor Employee’s representatives (which shall include, subsidiaries and affiliatesas applicable, and the officersspouse, directorsheirs, shareholdersexecutors, agents, predecessorsadministrators, successors, assigns, and current and past employees and representatives of each and all of the foregoing. Executiveaffiliates, for Executive andsubsidiaries, as applicablecorporate parents, Executive’s respective agents, directors, employees, owners, attorneys, successors, ) of and assigns, hereby fully, forever, irrevocably, and unconditionally releases Company from any and all rights, claims, chargesdemands, complaintscauses of action, liabilitiesobligations, damages, penalties, fees, costs, expenses, and obligations liability of any nature whatsoever, whether in law or equity, which Executive a party has, had or may hereafter have against Companyit or Employee arising out of, whether now known or unknownby reason of, and whether asserted any cause or unassertedmatter, arising from any event or omission occurring prior to existing as of the date of execution of this Agreement. Without limiting the foregoing, WHETHER KNOWN TO THE PARTY AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, other than for breach of this release includes Agreement. (a) This FULL WAIVER OF ALL CLAIMS includes, without limitation, attorney’s fees, any and all claims claims, demands, or causes of action arising out of of, or which could arise out relating in any manner whatsoever to, the employment and/or termination of the employment relationship between Executive and Company and of Employee by the termination of that employmentCompany, including but not limited to: (i) such as, BUT NOT LIMITED TO, any and all claims charge, claim, lawsuit or other proceeding arising under Title VII of the Civil Rights Act of 1866, 1964, 1991, Title VII as amended by the Civil Rights Act of 1991, the Americans with Disabilities Act, Section 1981 of the Civil Rights Act of 1866, the Age Discrimination in Employment Act (ADEA), as amended by the Older Worker Protection Act, the Labor Management Relations Act (LMRA), the Employee Retirement Income Security Act (ERISA), the Consolidated Omnibus Budget Reconciliation Act, the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Rehabilitation Act of 1973, and the Family and Medical Leave ActAct of 1993, ERISA, COBRA, the Worker Adjustment and Retraining Notification Act, the Arizona Civil Rights Act, state and local civil rights worker’s compensation laws, Arizona wage payment laws or any other federal, state, or local statute, or any contract, agreement, plan or policy. (b) Each party further covenants and agrees not to institute, nor cause to be instituted, any similar laws legal proceeding, including filing any claim or complaint with any government agency alleging any violation of law or public policy or seeking worker’s compensation, against the Company (or any of its representatives), premised upon any legal theory or claim whatsoever, including without limitation, contract, tort, wrongful discharge, personal injury, interference with contract, breach of contract, defamation, negligence, infliction of emotional distress, fraud, or deceit, except to enforce the terms of this Agreement. (c) Each party acknowledges that the considerations afforded the party under this Agreement are in other states; (ii) full and complete satisfaction of any and all Executive Orders (governing fair employment practices) which claims a party may be applicable to Company; and (iii) any other provision have or theory of law. This release may be pled as a complete bar and defense to any claim brought by Executive with respect had to the matters released in this Agreement. This release does not waive claims that may arise after the date this Agreement is signed; howeverhereof, Executive agrees that by signing, delivering and not revoking this Agreement and by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and given the foregoing releases at the Date of Termination. b. Executive acknowledges and agrees that the consideration Executive is receiving under this Amendment is sufficient consideration to support the release of all entities identified in this Section 5, and that there is consideration given in addition to anything of value to which Executive is already entitled. c. Executive acknowledges and agrees that Executive is not aware of including any facts or circumstances that could be the basis for a valid claim or charge of discrimination or harassment against Company. Executive represents and warrants to Company that Executive has not filed, or caused to be filed, any claim or charge with any adjudicative body, regulatory body, or agency arising out of his employmentEmployee’s employment with the Company or the termination thereof. Executive agrees The foregoing provisions of this Section 3 shall not apply to any conduct that by signingconstituted fraud, delivering involved an intentional or reckless misstatement or omission, or a criminal act, or was not performed in good faith and in (or at least not revoking this Amendment and by accepting opposed to) the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and made best interests of the foregoing statements, representations, warranties and agreements at the Date of TerminationCompany.

Release and Covenant Not to ▇▇▇. a. Executive understands Employee, with the intention of binding himself and agrees that with respect to this Section 5 all of his heirs, executors, administrators and assigns, waives, releases and forever discharges the term “Company” refers to Company , the Bank, Target and its parents, subsidiaries all of their past and affiliates, and the present officers, directors, shareholdersstockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns, partners and current and past employees and representatives of each and all of attorneys (collectively, the foregoing. Executive, for Executive and, as applicable, Executive’s respective agents, attorneys, successors, and assigns, hereby fully, forever, irrevocably, and unconditionally releases Company “Releasees”) from any and all claims, charges, complaints, liabilities, and obligations of any nature whatsoever, which Executive may have against Company, whether now known or unknown, and whether asserted or unasserted, arising from any event or omission occurring prior to execution of this Agreement. Without limiting the foregoing, this release includes any and all claims arising out of on or before the Merger Effective Date, in law or in equity, whether known or unknown, suspected or unsuspected, which could arise out of Employee, now has, owns or holds or has at any time heretofore ever had, owned or held against the employment relationship between Executive and Company and the termination of that employmentReleasees. This Release includes, including but is not limited to: (i) , claims arising under federal, state or local laws prohibiting employment discrimination; claims arising under severance plans and contracts; and claims growing out of any legal restrictions on the Releasees’ rights to terminate their employees or to take any other employment action, whether statutory, contractual or arising under common law or case law. Employee specifically acknowledges and agrees that he is releasing any and all claims rights under federal, state and local employment laws including without limitation the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans with With Disabilities Act, Section 1981 of the Civil Rights Act of 1866(“ADA”), the Age Discrimination in Employment ActFamily and Medical Leave Act (“FMLA”), the Genetic Information Nondiscrimination Act (“▇▇▇▇”), the Employee Retirement Income Security Act (“ERISA”), the Equal Pay ActAct (“EPA”), the Family Medical Leave ActOccupational Safety and Health Act (“OSHA”), ERISA, COBRA, the Worker Adjustment and Retraining Notification Act, the Arizona Civil Rights Act, state and local civil rights laws, Arizona wage payment laws and any and all other local, state, and federal law claims arising under statute or common law. Except as expressly set forth below, Employee further hereby AGREES NOT TO FILE A LAWSUIT or other legal claim or charge to assert against any of the Releasees any claim released by this Agreement. It is agreed that this is a general release and it is to be broadly construed as a release of all claims, except those that cannot be released by law. By signing this Agreement, Employee acknowledges that he is doing so knowingly and voluntarily, that he understands that he may be releasing claims he may not know about, and that he is waiving all rights he may have had under any law that is intended to protect him from waiving unknown claims. This Agreement shall not in any way be construed as an admission by any of the Releasees of wrongdoing or liability or that Employee has any rights against any of the Releasees. Notwithstanding anything contained in this Agreement to the contrary, this Agreement does not constitute a release nor a waiver of any of the following claims: (i) claims pursuant to the terms and conditions of the federal law known as COBRA or similar laws in other statesstate law; (ii) claims for indemnity under any and all Executive Orders (governing fair employment practices) which may be indemnification agreement with the Company or under its organizational documents, as provided by applicable state law or under any applicable insurance policy with respect to Companythe Employee’s liability as an employee, director or officer of the Company or its affiliates; and (iii) any other provision or theory of law. This release claims the Employee may be pled have as a complete bar and defense to any claim brought by Executive with respect to an employee participating in the matters released in this Agreement. This release does not waive claims that may arise after the date this Agreement is signed; however, Executive agrees that by signing, delivering and not revoking this Agreement and by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and given the foregoing releases at the Date of TerminationCompany’s 401(k) plan. b. Executive acknowledges and agrees that the consideration Executive is receiving under this Amendment is sufficient consideration to support the release of all entities identified in this Section 5, and that there is consideration given in addition to anything of value to which Executive is already entitled. c. Executive acknowledges and agrees that Executive is not aware of any facts or circumstances that could be the basis for a valid claim or charge of discrimination or harassment against Company. Executive represents and warrants to Company that Executive has not filed, or caused to be filed, any claim or charge with any adjudicative body, regulatory body, or agency arising out of his employment. Executive agrees that by signing, delivering and not revoking this Amendment and by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and made the foregoing statements, representations, warranties and agreements at the Date of Termination.

Release and Covenant Not to ▇▇▇. a. ▇. Executive, for herself and her family, heirs, assigns, executors, administrators, and agents, past and present (collectively, the “Affiliates”), hereby fully and without limitation releases, covenants not to ▇▇▇, and forever discharges the Company, AF Services, PC Mall Canada, Inc., PC Mall, Sales, Inc., PC Mall Gov, Inc., Sarcom, Inc. and their respective parents, subsidiaries, affiliated entities, partners, directors, officers, shareholders, insurers, agents, Executives, and predecessors and successors, past and present (collectively, the “Releasees”), both individually and collectively, from any and all rights, claims, demands, liabilities, actions, causes of action, suits, damages, losses, debts, attorney’s fees, costs, and expenses, of whatever nature whatsoever, known or unknown, fixed or contingent, suspected or unsuspected, that Executive or Affiliates now have, or may ever have, against any of the Releases arising out of, or related in any way to any of the following: (i) Executive’s employment with the Company, including the termination thereof; and (ii) any act, omission, or transaction occurring on or before the Effective Date of this Agreement (“Claims”). b. Without limiting the foregoing, Executive understands and agrees that with respect to this Section 5 the term “Company” refers to Company foregoing release provisions waive and its parents, subsidiaries and affiliates, and the officers, directors, shareholders, agents, predecessors, successors, assigns, and current and past employees and representatives of each and all of the foregoing. Executive, for Executive and, as applicable, Executive’s respective agents, attorneys, successors, and assigns, hereby fully, forever, irrevocably, and unconditionally releases Company from any and all claims, charges, complaints, liabilities, and obligations release Claims alleging violations of any nature whatsoever, which Executive may have against Company, whether now known federal or unknown, and whether asserted or unasserted, arising from any event or omission occurring prior to execution of this Agreement. Without limiting the foregoing, this release includes any and all claims arising out of or which could arise out of the state employment relationship between Executive and Company and the termination of that employmentdiscrimination law, including but not limited to: (i) any without limitation the California Fair Employment and all claims under Housing Act; Title VII of the Civil Rights Act of 1964, ; the Americans with Disabilities Act, Section 1981 of the Civil Rights Act of 1866, the Age Discrimination in Employment Act, ; the Equal Pay Act, ; the Family Medical Leave Act, ERISA, COBRA, Executive Retirement Income Security Act of 1974; as well as Claims arising out of or related to violations of any provision of the Worker Adjustment and Retraining Notification Act, the Arizona Civil Rights Act, California Labor Code; state and local civil rights federal wage and hour laws; as well as all common law and statutory claims, Arizona wage payment laws including without limitation, breach of contract; fraud; violation of public policy; unfair competition and business practices; defamation; infliction of emotional distress; invasion of privacy; wrongful termination; and any similar laws other state or federal law, rule, or regulation. c. This Agreement, and the release contained herein, are subject to the terms of the Older Workers Benefit Protection Act of 1990 (the “OWBPA”). The OWBPA provides that an individual cannot waive a right or claim under the ADEA unless the waiver is knowing and voluntary. In compliance with OWBPA, Executive hereby acknowledges and agrees that she has executed this Agreement voluntarily, and with full knowledge of its consequences. In addition, Executive hereby acknowledges and agrees as follows: (i) this Agreement has been written in other statesa manner that is calculated to be understood, and is understood, by Executive; (ii) the release provisions of this Agreement apply to any rights Executive may have under the ADEA, including the right to file a lawsuit in state or federal court for age discrimination in violation of the ADEA; (iii) the release provisions of this Agreement do not apply to any rights or claims Executive may have under the ADEA that arise after the Effective Date of this Agreement; (iv) the Company does not have a preexisting duty to pay Executive the Severance Payment identified in this Agreement; (v) Executive has been advised and all Executive Orders (governing fair employment practices) which may be applicable given the opportunity to Companyconsult with an attorney, and has consulted with an attorney to the extent she wished to do so, prior to executing this Agreement; and (iiivi) Executive is being provided a period of at least twenty-one days to consider this Agreement prior to its effectiveness upon the Termination Date and to terminate and revoke the Agreement for any other provision or theory no reason prior to such Termination Date if she so desires by providing the Company with written notice of such termination prior to the Termination Date. d. Executive represents that she has not suffered any work-related injuries while employed by the Company and accordingly, she has not filed and does not intend to file any claim for workers’ compensation benefits of any type against the Company. Executive acknowledges that the Company has relied upon these representations, and that the Company would not have entered into this Agreement but for these representations. As a result, Executive agrees, covenants, and represents that the Company may, but is not obligated to, submit this Agreement to the Workers’ Compensation Appeals Board for approval as a full compromise and release as to any workers’ compensation claims in the event that Executive files such a claim. e. Executive understands that by signing this Agreement and agreeing to the release of Claims, or she is not waiving any right or claim that cannot be waived as a matter of law. This release may be pled as a complete bar and defense to any claim brought by Executive with respect to the matters released in this Agreement. This release does not waive claims further understands that may arise after the date this Agreement is signed; however, Executive agrees that by signing, delivering and not revoking this Agreement and by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and given the foregoing releases at the Date of Termination. b. Executive acknowledges and agrees that the consideration Executive is receiving under this Amendment is sufficient consideration to support the release of all entities identified Claims does not prevent Executive from filing a charge with or participating in this Section 5an investigation by a governmental administrative agency; provided, and that there is consideration given in addition to anything of value to which Executive is already entitled. c. Executive acknowledges and agrees however, that Executive is not aware of hereby waives any facts right to receive any monetary award resulting from such a charge or circumstances that could be the basis for a valid claim or charge of discrimination or harassment against Company. Executive represents and warrants to Company that Executive has not filed, or caused to be filed, any claim or charge with any adjudicative body, regulatory body, or agency arising out of his employment. Executive agrees that by signing, delivering and not revoking this Amendment and by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and made the foregoing statements, representations, warranties and agreements at the Date of Terminationinvestigation.

Release and Covenant Not to ▇▇▇. a. Executive understands In exchange for Employer's agreement to provide the above-referenced severance payment, Employee releases and agrees that with respect to this Section 5 the term “Company” refers to Company and its parents, subsidiaries and affiliates, and the officers, directors, shareholders, agents, predecessors, successors, assigns, and current and past employees and representatives of each and all of the foregoing. Executive, for Executive and, as applicable, Executive’s respective agents, attorneys, successors, and assigns, hereby fully, forever, irrevocably, and unconditionally releases Company discharges Employer from any and all claims, charges, complaints, liabilitiesdemands, and obligations of any nature whatsoever, which Executive liabilities that Employee has ever had or now may have against CompanyEmployer or Employer's officers, whether now directors, or employees, both known or and unknown, and whether asserted or unassertedincluding, arising from any event or omission occurring prior to execution of this Agreement. Without limiting the foregoingbut not limited to, this release includes any and all claims claims, demands, and liabilities based on Employee's employment with Employer or the termination of the employment relationship. Employee acknowledges that, as a result of his termination of employment, he has forfeited in their entirety the 10,000 shares of restricted stock issued to him by the Employer on June 18, 2015 under the Yadkin Financial Corporation 2013 Equity Incentive Plan. Further, Employee promises not to file or permit to be filed any lawsuit, complaint, or action against Employer, or Employer's officers, directors, or employees arising out of or which could arise out of the in any way related to his employment relationship between Executive and Company and with Employer or the termination of that employmentsaid employment with Employer. This release and covenant not to ▇▇▇ includes, including but is not limited to, a release of any and all rights or claims Employee may have under any federal, state, or local laws, ordinances, or regulations including, but not limited to: (i) any and all claims of age discrimination under the Age Discrimination in Employment Act; claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, ; Section 1981 of the Civil Rights Act of 1866; the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act, Civil Rights Act of 1991; the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act (ERISA); the Consolidated Budget Reconciliation Act (COBRA); the Equal Pay Act of 1963; the Pregnancy Discrimination Act, the Family Medical Leave Act, ERISA, COBRA, the Worker Adjustment and Retraining Notification Act, the Arizona Civil Rights Act, state and local civil rights laws, Arizona wage payment laws and any similar laws in other states; (ii) any and all Executive Orders (governing fair employment practices) which may be applicable to Companystate laws addressing the rights of employees and the payment of wages; and (iii) any other provision or theory of lawall amendments to these Acts. This release may be pled also includes a release of any claims for wrongful termination, breach of express or implied contract, intentional or negligent infliction of emotional distress, libel, slander, as well as any other claims, whether in tort, contract or equity, under state or federal statutory or common law. Employee further agrees that in the event that any person or entity should file a complete bar lawsuit, complaint, or action on Employee's behalf, Employee hereby waives and defense forfeits any right to any claim brought by Executive with respect recovery under such claims and will exercise every good faith effort to the matters released in have such claims dismissed. By entering into this Agreement. This release , Employee does not waive any rights or claims that may might arise as a result of any conduct that occurs after the date this Agreement is signed; howeversigned by the parties, Executive agrees that by signing, delivering and not revoking nor shall this Agreement and by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed interpreted to have repeated and given the foregoing releases at the Date of Terminationprovide that Employee has entered into any covenant or promise that would be invalid under applicable federal or state law. b. Executive acknowledges and agrees that the consideration Executive is receiving under this Amendment is sufficient consideration to support the release of all entities identified in this Section 5, and that there is consideration given in addition to anything of value to which Executive is already entitled. c. Executive acknowledges and agrees that Executive is not aware of any facts or circumstances that could be the basis for a valid claim or charge of discrimination or harassment against Company. Executive represents and warrants to Company that Executive has not filed, or caused to be filed, any claim or charge with any adjudicative body, regulatory body, or agency arising out of his employment. Executive agrees that by signing, delivering and not revoking this Amendment and by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and made the foregoing statements, representations, warranties and agreements at the Date of Termination.

Release and Covenant Not to ▇▇▇. a. Executive understands In exchange for the severance benefits set forth in Section 2 above, to the fullest extent permitted by applicable law, Employee hereby fully and agrees that forever unconditionally releases and discharges Employer, all of its past, present and future parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with respect to this Section 5 the term “Company” refers to Company their divisions and its parents, subsidiaries and affiliatesdepartments, and the all past or present officers, directors, shareholdersemployees, agentsinsurers, predecessors, successors, assignsattorneys and agents of any of them (hereinafter referred to collectively as "Releasees"), and current and past employees and representatives of each and all of the foregoing. ExecutiveEmployee covenants not to ▇▇▇ or assert against Releasees in any forum, for Executive andany purpose, as applicable, Executive’s respective agents, attorneys, successors, and assigns, hereby fully, forever, irrevocably, and unconditionally releases Company from any and or all claims, charges, administrative complaints, liabilitiesdemands, actions and obligations causes of any action, of every kind and nature whatsoever, which Executive may have against Company, whether now known at law or unknownin equity, and whether asserted or unasserted, arising from any event or omission occurring prior to execution of this Agreement. Without limiting the foregoing, this release includes any both negligent and all claims arising out of or which could arise out of the employment relationship between Executive and Company and the termination of that employmentintentional, including but not limited to: (i) to any and all claims arising from or in any way related to Employee's employment or separation from Employer, based in whole or in part upon any act or omission, occurring on or before the date of this general release, without regard to Employee's present actual knowledge of the act or omission, which Employee may now have, or which he, or any person acting on Employee's behalf may at any future time have or claim to have, including specifically, but not by way of limitation, matters which may arise at common law or under federal, state or local laws, including but not limited to the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, Section 1981 of the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, ERISA, COBRA, the Worker Adjustment Utah Labor Code and Retraining Notification Act, the Arizona Civil Rights Act, any other state and local civil rights or federal laws, Arizona wage payment laws excepting only any claim for worker's compensation, unemployment compensation, COBRA rights, and any similar laws in other states; (ii) vested rights under any and all Executive Orders (governing fair employment practices) which may be applicable to Company; and (iii) ERISA benefit plan. Employee does not waive or release any other provision or theory rights arising after the date of law. This release may be pled as a complete bar and defense to any claim brought by Executive with respect to the matters released in execution of this Agreement. This release does not waive claims that may arise after the date this Agreement is signed; however, Executive Employee further agrees that he will not in any manner encourage, counsel, participate in or otherwise assist any other party in the presentation or prosecution of any disputes, differences, grievances, claims, charges or complaints by signingany third party against any of the Releasees, delivering and not revoking this Agreement and by accepting unless Employee is legally required to participate in any such matter pursuant to an enforceable subpoena or other court order to do so. Employee also agrees both to immediately notify the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and given the foregoing releases at the Date Employer’s Board of Termination. b. Executive acknowledges and agrees that the consideration Executive is receiving under this Amendment is sufficient consideration to support the release Directors upon receipt of all entities identified in this Section 5any such subpoena or court order, and that there is consideration given to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order to the Employer’s Board of Directors. If approached by anyone for counsel or assistance in addition to anything of value to which Executive is already entitled. c. Executive acknowledges and agrees that Executive is not aware the presentation or prosecution of any facts or circumstances that could be the basis for a valid claim or charge of discrimination or harassment against Company. Executive represents and warrants to Company that Executive has not fileddisputes, differences, grievances, claims, charges, or caused to be filedcomplaints against any of the Releasees, Employee shall state no more than that Employee cannot provide any claim counsel or charge with any adjudicative body, regulatory body, or agency arising out of his employment. Executive agrees that by signing, delivering and not revoking this Amendment and by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and made the foregoing statements, representations, warranties and agreements at the Date of Terminationassistance.