Common use of Settlement Payment Clause in Contracts

Settlement Payment. a. METROBANK shall, during the term and subject to the terms and conditions of this Agreement, pay to the MERCHANT at such time/s determined by METROBANK from time to time in accordance with the prevailing practice at the relevant time, the total amount of the Credit Card transactions effected with the MERCHANT which have been so submitted less: (i) the aggregate Discount Rate on all such Credit Card transactions; (ii) the government taxes; (iii) the aggregate refunds or rebates granted to Cardholders, if applicable; and (iv) all other amounts payable or due to METROBANK under this Agreement or otherwise. b. As applicable, all payments made to the MERCHANT shall be made available to the MERCHANT by check, drawn in favor of the MERCHANT, or credited to the MERCHANT’s account with any branch of the Metropolitan Bank & Trust Company (“MBTC”) or with other banks, subject to METROBANK’s right at its discretion at any time to change the mode of such payment to the MERCHANT. For crediting to the MERCHANT’s account with other banks, the relevant transfer fees and other related charges shall be borne by the MERCHANT. c. All approval codes given to the MERCHANT does not guarantee outright payment. There may be instance/s of fraud and/or disputes that may preclude such payment. If the MERCHANT does not raise any objection to the amount of payment by METROBANK within thirty (30) days after the date METROBANK issues the check or credits the MERCHANT’s account, the MERCHANT shall be deemed to have accepted such amount as correct; Provided that nothing in this Section shall preclude METROBANK from correcting any error or discrepancy in such amount paid. d. Subject to the submission of proof to the contrary, any payment by METROBANK under this Agreement, whether or not the MERCHANT has complied with all its obligations under this Agreement, shall be made without prejudice to any claims, rights or remedies that METROBANK may have against the MERCHANT, and shall not constitute any admission or acknowledgment by METROBANK that the MERCHANT has duly performed its obligations under this Agreement or of the correctness of the amount so paid.

Settlement Payment. a. METROBANK shall, during On the term and subject DELETED day following the Off-Sale Date of such issue of each Publication DISTRIBUTOR shall pay PUBLISHER an amount equal to the terms and conditions of this AgreementNet B▇▇▇▇▇▇▇ with respect to such issue, pay to less the MERCHANT at such time/s determined by METROBANK from time to time in accordance with the prevailing practice at the relevant time, the total aggregate amount of the Credit Card transactions effected following: all advance payments made by DISTRIBUTOR to PUBLISHER or for its account, and all charges, allowances, discounts and other credits or reimbursements incurred or accrued to which DISTRIBUTOR shall be entitled for such issue or which hove been incurred or accrued by DISTRIBUTOR for other issues and which were not previously deducted, and any reserve DISTRIBUTOR, in its sole reasonable judgment, estimates is needed for Return Credits for Returns and RDA claims and yet to be received. The calculation of the Settlement Payment shall be set forth on a "PUBLISHER Statement" prepared by the DISTRIBUTOR and sent at the time of the Settlement Payment to PUBLISHER together with the MERCHANT which have been so submitted less: (i) the aggregate Discount Rate on all such Credit Card transactions; (ii) the government taxes; (iii) the aggregate refunds or rebates granted to Cardholdersamount shown due, if applicable; and any. In the event that the PUBLISHER Statement indicates on Overpayment or other amount due DISTRIBUTOR, then DISTRIBUTOR may deduct such Overpayment from any monies due or thereafter due PUBLISHER, and/or require PUBLISHER to pay DISTRIBUTOR for such Overpayment within five (iv5) all other amounts payable business days after request for same. Any Returns received and/or charges or due credits incurred or accrued by DISTRIBUTOR with respect to METROBANK under this Agreement or otherwise. b. As applicable, all payments made any issue of PUBLISHER'S Publication(s) subsequent to the MERCHANT preparation of the PUBLISHER Statement with respect to such issue of the Publications) shall be made available included as a credit to the MERCHANT by check, drawn in favor of the MERCHANTDISTRIBUTOR on any subsequent PUBLISHER Statement and deducted from any monies thereafter payable to PUBLISHER, or credited to the MERCHANT’s account with any branch of the Metropolitan Bank & Trust Company (“MBTC”) or with other banks, subject to METROBANK’s right DISTRIBUTOR at its discretion at option may require PUBLISHER to pay DISTRIBUTOR for any time such charges and credits within five (5) business days after request for some. PUBLISHER agrees to change accept any PUBLISHER Statement from DISTRIBUTOR as an account stated and the mode of such payment items therein enumerated as true and correct, except as to any specific item or items appearing therein to which the MERCHANT. For crediting to the MERCHANT’s account with other banks, the relevant transfer fees and other related charges shall be borne by the MERCHANT. c. All approval codes given to the MERCHANT does not guarantee outright payment. There PUBLISHER may be instance/s of fraud and/or disputes that may preclude such payment. If the MERCHANT does not raise any objection to the amount of payment by METROBANK object in writing within thirty (30) days after from the date METROBANK issues the check or credits the MERCHANT’s account, the MERCHANT shall be deemed to have accepted such amount as correct; Provided that nothing in this Section shall preclude METROBANK from correcting any error or discrepancy in such amount paid. d. Subject to the submission of proof to the contrary, any payment by METROBANK under this Agreement, whether or not the MERCHANT has complied with all its obligations under this Agreement, shall be made without prejudice to any claims, rights or remedies that METROBANK may have against the MERCHANT, and shall not constitute any admission or acknowledgment by METROBANK that the MERCHANT has duly performed its obligations under this Agreement or of the correctness mailing of the amount so paidsaid Statement.

Settlement Payment. a. METROBANK shall, during Youbet shall pay to TVG an amount equal to $725,000 (the term “Settlement Amount”) as reimbursement for legal fees and subject to expenses incurred by TVG in connection with the terms Chancery Action and conditions the Arbitration Proceeding. The Settlement Payment shall be paid as follows: (i) Not later than three (3) Business Days following the date of this Agreement, pay Youbet shall issue (or cause its transfer agent to issue) to TVG a certificate, registered in the MERCHANT at name of TVG, evidencing 124,144 shares of Youbet Common Stock (the “Initial Settlement Payment”). (ii) Promptly after the date of this Agreement, Youbet shall file a claim (the “D&O Claim”), and use its best efforts to secure recovery, under its existing Directors’ and Officers’ liability insurance policy, for an amount equal to 50% of the Settlement Amount (the “Remaining Settlement Amount”). All proceeds recovered by Youbet in respect of such time/s determined by METROBANK from time claim prior to time July 1, 2004 shall be paid to TVG in accordance with cash within five (5) days of Youbet’s receipt of such proceeds and shall be credited against Youbet’s payment obligation to TVG in respect of the prevailing practice at Settlement Amount. To the relevant time, extent that TVG has not received the total full amount of the Credit Card transactions effected with Remaining Settlement Amount from Youbet by July 1, 2004, Youbet shall pay to TVG an amount equal to the MERCHANT which have been so submitted less: difference between (iA) the Remaining Settlement Amount, and (B) the aggregate Discount Rate amount of proceeds recovered by Youbet in respect of the D&O Claim and actually paid to TVG prior to July 1, 2004 (such difference being referred herein to as the “Remaining Settlement Payment”). The Remaining Settlement Payment, if any, shall be paid by Youbet to TVG on all such Credit Card transactions; July 2, 2004 in cash, or, at the option of Youbet, in a number of shares of Youbet Common Stock equal to the quotient obtained by dividing (iix) the government taxes; Remaining Settlement Payment, by (y) the average closing sale price of a share of Youbet Common Stock on the Nasdaq SmallCap Market during the twenty trading days ending on July 1, 2004. All of the shares of Youbet Common Stock issued to TVG in respect of the Initial Settlement Payment, and any shares that may be issued to TVG in respect of the Remaining Settlement Payment, shall, upon issuance, be deemed “Registrable Securities” under Section 4.06 of the Warrant Issuance Agreement, and such Warrant Issuance Agreement shall be deemed amended hereby, mutatis mutandis, to provide that the provisions of such Section 4.06 shall apply in all respects to such shares of Youbet Common Stock. (iii) the aggregate refunds or rebates granted to Cardholders, if applicable; and (iv) all other amounts payable or due to METROBANK under this Agreement or otherwise. b. As applicable, all payments made to the MERCHANT shall be made available to the MERCHANT by check, drawn in favor The Exercise Price of the MERCHANT, TVG Warrant shall not be adjusted as a result of any payment of all or credited to the MERCHANT’s account with any branch a portion of the Metropolitan Bank & Trust Company (“MBTC”) or with other banks, subject to METROBANK’s right at its discretion at any time to change Settlement Amount through the mode issuance of such payment to the MERCHANT. For crediting to the MERCHANT’s account with other banks, the relevant transfer fees and other related charges shall be borne by the MERCHANTshares of Youbet Common Stock. c. All approval codes given to the MERCHANT does not guarantee outright payment. There may be instance/s of fraud and/or disputes that may preclude such payment. If the MERCHANT does not raise any objection to the amount of payment by METROBANK within thirty (30) days after the date METROBANK issues the check or credits the MERCHANT’s account, the MERCHANT shall be deemed to have accepted such amount as correct; Provided that nothing in this Section shall preclude METROBANK from correcting any error or discrepancy in such amount paid. d. Subject to the submission of proof to the contrary, any payment by METROBANK under this Agreement, whether or not the MERCHANT has complied with all its obligations under this Agreement, shall be made without prejudice to any claims, rights or remedies that METROBANK may have against the MERCHANT, and shall not constitute any admission or acknowledgment by METROBANK that the MERCHANT has duly performed its obligations under this Agreement or of the correctness of the amount so paid.

Settlement Payment. a. METROBANK MCC shall, during the term and subject to the terms and conditions of this Agreement, pay to the MERCHANT at such time/s determined by METROBANK MCC from time to time in accordance with the prevailing practice at the relevant time, the total amount of the Credit Card transactions effected with the MERCHANT which have been so submitted less: (i) the aggregate Discount Rate on all such Credit Card transactions; (ii) the government taxes; (iii) the aggregate refunds or rebates granted to Cardholderscredit cardholders, if applicable; and (iv) all other amounts payable or due to METROBANK MCC under this Agreement or otherwise. b. As applicable, all All payments made to the MERCHANT shall be made available to the MERCHANT by check, drawn in favor of the MERCHANT, or credited to the MERCHANT’s account with any branch of the Metropolitan Bank & Trust Company (“MBTC”) or with other banks, subject to METROBANKMCC’s right at its discretion at any time to change the mode of such payment to the MERCHANT. For crediting to the MERCHANT’s account with other banks, the relevant transfer fees and other related charges shall be borne by the MERCHANT. c. All approval codes given to the MERCHANT does not guarantee outright payment. There , there may be instance/s of fraud and/or disputes that may preclude such payment. If the MERCHANT does not raise any objection to the amount of payment by METROBANK MCC within thirty (30) days after the date METROBANK MCC issues the check or credits the MERCHANT’s account, the MERCHANT shall be deemed to have accepted such amount as correct; Provided that nothing in this Section shall preclude METROBANK MCC from correcting any error or discrepancy in such amount paid. d. Subject to the submission of proof to the contrary, any payment by METROBANK MCC under this Agreement, whether or not the MERCHANT has complied with all its obligations under this Agreement, shall be made without prejudice to any claims, rights or remedies that METROBANK MCC may have against the MERCHANT, and shall not constitute any admission or acknowledgment by METROBANK MCC that the MERCHANT has duly performed its obligations under this Agreement or of the correctness of the amount so paid.

Settlement Payment. a. METROBANK shallFollowing the entry of the Preliminary Approval Order, during Allergan Defendants shall pay or cause to be paid the term and subject to the terms and conditions of this Agreement, pay to the MERCHANT at such time/s determined by METROBANK from time to time Settlement Amount totalling twenty-five million U.S. Dollars ($25,000,000.00) in in accordance with the prevailing practice at payment terms set forth in Sections IV.B and C. 1. Within three (3) business days following the relevant time, the total amount entry of the Credit Card transactions effected with Preliminary Approval Order, Class Counsel will provide wire instructions and other information necessary for payment, pursuant to instructions to be communicated by each Allergan Defendant no later than the MERCHANT which business day following the entry of the Preliminary Approval Order. No payment will be due until these instructions have been so submitted less: (i) the aggregate Discount Rate on all such Credit Card transactions; (ii) the government taxes; (iii) the aggregate refunds or rebates granted to Cardholders, if applicable; provided and (iv) all other amounts payable or due to METROBANK under this Agreement or otherwiseAllergan’s Bank Verification process has been completed. b. As applicable2. Allergan Defendants will deposit the Settlement Amount into the Escrow Account in accordance with Sections IV.B and C. 3. The Settlement Amount shall not be subject to reduction, all payments made and, upon the occurrence of the Effective Date, no funds may be returned to the MERCHANT shall be made available Allergan Defendants. 4. Releasors agree that fifty-six percent (56%) of the Settlement Amount constitutes consideration for the settlement of Claims involving, arising from, or related to generic opioid drugs that are Products distributed and/or sold before August 2, 2016, by the Divested Actavis Generic Entities and other Divested Entities and the operation of the Divested Actavis Generic Entities and other Divested Entities related to those generic opioid drugs that are Products before August 2, 2016, that the Releasors are asserting, might otherwise assert, or could assert that the Allergan Defendants (or any other Released Entity) is directly or indirectly and/or jointly or severally liable, including but not limited to, based on parent or control liability or a substantially similar theory. Releasors agree that forty-four percent (44%) of the Settlement Amount constitutes consideration for the settlement of Claims involving, arising from, or related to branded opioid drugs that are Products of or attributable to the MERCHANT Allergan Defendants or any other Released Entity (including but not limited to branded opioid drugs that are Products distributed and/or sold before August 2, 2016, by check, drawn in favor the Divested Actavis Generic Entities and other Divested Entities and the operation of the MERCHANTDivested Actavis Generic Entities and the other Divested Entities related to those branded opioid drugs that are Products before August 2, 2016) that the Releasors are asserting, might otherwise assert, or credited to the MERCHANT’s account with any branch of the Metropolitan Bank & Trust Company (“MBTC”) or with other banks, subject to METROBANK’s right at its discretion at any time to change the mode of such payment to the MERCHANT. For crediting to the MERCHANT’s account with other banks, the relevant transfer fees and other related charges shall be borne by the MERCHANT. c. All approval codes given to the MERCHANT does not guarantee outright payment. There may be instance/s of fraud and/or disputes that may preclude such payment. If the MERCHANT does not raise any objection to the amount of payment by METROBANK within thirty (30) days after the date METROBANK issues the check or credits the MERCHANT’s account, the MERCHANT shall be deemed to have accepted such amount as correct; Provided that nothing in this Section shall preclude METROBANK from correcting any error or discrepancy in such amount paid. d. Subject to the submission of proof to the contrary, any payment by METROBANK under this Agreement, whether or not the MERCHANT has complied with all its obligations under this Agreement, shall be made without prejudice to any claims, rights or remedies that METROBANK may have could assert against the MERCHANTAllergan Defendants or any other Released Entity, and shall of which seventy- seven percent (77%) is specifically involving, arising from, or related to ▇▇▇▇▇▇® (including but not constitute any admission or acknowledgment limited to ▇▇▇▇▇▇ manufactured, distributed, marketed, and/or sold from 1997 through 2008 by METROBANK that the MERCHANT has duly performed its obligations under this Agreement or of the correctness of the amount so paidKing Pharmaceuticals, Inc. and/or Alpharma Inc.).

Settlement Payment. a. METROBANK shallUpon the execution hereof, during in full and final settlement of any and all disputes between the term Parties and in full payment for the ownership of certain assets by certain of the Parties as set out herein, the Parties shall enter into the agreements set forth below (collectively, the “Transfer Agreements”) and the parties, as applicable, shall effectuate the payment, filing and transfers set forth below and in the Transfer Agreements (collectively, the “Settlement Payment”), as follows: (a) The Oak Ridge Parties shall deliver a cashier’s check or wire to ▇▇. ▇▇▇▇ in the amount of fifty thousand U.S. dollars ($50,000) (hereinafter, the “Settlement Cash Payment”). (b) Oak Ridge Energy Technologies, Inc. shall enter into with ▇▇▇▇▇ ▇. ▇▇▇▇, individually, that certain Securities Purchase Agreement in the form attached hereto as Exhibit “A” wherein ▇▇. ▇▇▇▇ shall purchase 350,000 shares of Oak Ridge Energy Technologies, Inc., common stock (“Settlement Stock Issuance”) at $0.001 (par value) per share. The Settlement Stock Issuance shares shall be transferable, but shall be subject to to, whether transferred or not, both a one-year lock-up from the terms and conditions date of this Agreement, pay plus a subsequent 6 month 1/6 per-month cumulative leak-out period. The Lock-Up/Leak-Out shall be in the form attached hereto as Exhibit “B” (hereinafter, the “Lock-Up/Leak-Out”. The Settlement Stock Issuance shares may not be transferred unless the transferee becomes party to the MERCHANT at such timeLock-Up/s determined by METROBANK from time Leak-Out. Except as otherwise provided herein, any transfer of the common stock acquired under the Settlement Stock Issuance will also be subject to time in accordance reasonable compliance with the prevailing practice at so-called “Section 4 (1 & ½) under the relevant timeSecurities Act of 1933, as amended (the “Securities Act”), and be covered by a legal opinion from legal counsel for the ▇▇▇▇ Parties as to the applicability of such exemption to any such transfer, and the Oak Ridge Parties agree to accept such legal opinion. (c) The Oak Ridge Parties shall not interfere with the transfer or restrictive legend removal of the 140,000 OKME common shares, already purchased by ▇▇▇▇▇ ▇. ▇▇▇▇ in September 2012 (“▇▇▇▇ Purchased Shares”). (d) ▇▇. ▇▇▇▇ shall pay ten thousand U.S. dollars ($10,000) of the Settlement Cash Payment to Mr. Floor. (e) ▇▇▇▇▇ ▇. Floor, individually, shall enter into with ▇▇▇▇▇ ▇. ▇▇▇▇ that certain Stock Purchase Agreement in the form attached hereto as Exhibit “C” wherein Mr. Floor shall purchase 100,000 shares of the 140,000 ▇▇▇▇ Purchased Shares which were purchased by ▇▇▇▇▇ ▇▇▇▇ from ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ in September, 2012. (f) ▇▇. ▇▇▇▇ shall deliver 65,000 of the Settlement Stock Issuance shares to Mr. Floor pursuant to the Securities Purchase Agreement to which Mr. Floor is a third party beneficiary and which Agreement Floor shall execute. Mr. Floor acknowledges that these 65,000 shares shall be transferred to Mr. Floor subject to the Lock-Up/Leak-Out. (g) Within 2 business days of the execution of this Agreement, the total amount Parties shall prepare and file motions for dismissals with prejudice of the Credit Card transactions effected with the MERCHANT which have been so submitted less: (i) the aggregate Discount Rate on all such Credit Card transactions; (ii) the government taxes; (iii) the aggregate refunds or rebates granted to Cardholderscase Nos. 130905910, if applicable; 120908658, and (iv) all other amounts payable or due to METROBANK under this Agreement or otherwise. b. As applicable120907347. The Oak Ridge Parties, all payments made to the MERCHANT shall be made available to the MERCHANT by check, drawn in favor and each of the MERCHANT, or credited to the MERCHANT’s account with any branch of the Metropolitan Bank & Trust Company (“MBTC”) or with other banks, subject to METROBANK’s right at its discretion at any time to change the mode of such payment to the MERCHANT. For crediting to the MERCHANT’s account with other banksthem, the relevant transfer fees Floor Parties, and each of them, and the ▇▇▇▇ Parties, and each of them, hereby agree to take or cause to be taken such other related charges actions, and shall execute or cause to be borne by the MERCHANT. c. All approval codes given to the MERCHANT does not guarantee outright payment. There executed such instruments and documents, as may be instance/s of fraud and/or disputes that may preclude such payment. If reasonably necessary or appropriate, to effectuate the MERCHANT does not raise any objection to the amount of payment by METROBANK within thirty (30) days after the date METROBANK issues the check or credits the MERCHANT’s account, the MERCHANT shall be deemed to have accepted such amount as correct; Provided that nothing in this Section shall preclude METROBANK from correcting any error or discrepancy in such amount paid. d. Subject to the submission of proof to the contrary, any payment by METROBANK transactions contemplated under this Agreement, whether or not the MERCHANT has complied with all its obligations under this Agreement, shall be made without prejudice to any claims, rights or remedies that METROBANK may have against the MERCHANT, and shall not constitute any admission or acknowledgment by METROBANK that the MERCHANT has duly performed its obligations under this Agreement or of the correctness of the amount so paid.

Settlement Payment. a. METROBANK MCC shall, during the term and subject to the terms and conditions of this Agreement, pay to the MERCHANT at such time/s determined by METROBANK MCC from time to time in accordance with the prevailing practice at the relevant time, the total amount of the Credit Card transactions Transactions effected with the MERCHANT which have been so submitted less: (i) the aggregate Discount Rate on all such Credit Card transactionsTransactions; (ii) the government taxes; (iii) the aggregate refunds or rebates granted to Cardholders, if applicable; and (iv) all other amounts payable or due to METROBANK MCC under this Agreement or otherwise. b. As applicable, all All payments made to the MERCHANT shall be made available to the MERCHANT by check, drawn in favor of the MERCHANT, or credited to the MERCHANT’s account with any branch of the Metropolitan Bank & Trust Company (“MBTC”) or with other banks, subject to METROBANKMCC’s right at its discretion at any time to change the mode of such payment to the MERCHANT. For crediting to the MERCHANT’s account with other banks, the relevant transfer fees and other related charges shall be borne by the MERCHANT. c. All approval codes given to the MERCHANT does not guarantee outright payment. There , there may be instance/s of fraud and/or disputes that may preclude such payment. If the MERCHANT does not raise any objection to the amount of payment by METROBANK MCC within thirty (30) days after the date METROBANK MCC issues the check or credits the MERCHANT’s account, the MERCHANT shall be deemed to have accepted such amount as correct; Provided that nothing in this Section shall preclude METROBANK MCC from correcting any error or discrepancy in such amount paid. d. Subject to the submission of proof to the contrary, any payment by METROBANK MCC under this Agreement, whether or not the MERCHANT has complied with all its obligations under this Agreement, shall be made without prejudice to any claims, rights or remedies that METROBANK MCC may have against the MERCHANT, and shall not constitute any admission or acknowledgment by METROBANK MCC that the MERCHANT has duly performed its obligations under this Agreement or of the correctness of the amount so paid.

Settlement Payment. a. METROBANK shallThe Parties hereby agree that, during as a settlement payment, and in full satisfaction of the term and subject MCAs, the Company shall cause to be issued to Cedar shares of common stock of the terms and conditions Company, par value $0.01 (the “Common Stock”), as detailed herein. The settlement payment amount shall be FIVE HUNDRED THOUSAND (500,000) shares of Common Stock (the “Initial Shares”). The Company shall deliver the Initial Shares to Cedar as soon as possible after the full execution of this Settlement Agreement. ▇▇▇▇▇ acknowledges that the Shares have not been registered under the Securities Act of 1933, pay and will bear a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE EXECUTIVE OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. Company represents, warrants, and covenants to Cedar that the MERCHANT at such time/s determined by METROBANK from time Company has a sufficient number of authorized but unissued shares to time in accordance with be able to issue the prevailing practice at Shares to Cedar without requiring amendment of its certificate of incorporation or other shareholder action. ▇▇▇▇▇ acknowledges that the relevant time, the total amount Company shall not issue a number of shares of Common Stock that would exceed 4.99% of the Credit Card transactions effected with the MERCHANT which have been so submitted less: (i) the aggregate Discount Rate on all such Credit Card transactions; (ii) the government taxes; (iii) the aggregate refunds or rebates granted to Cardholders, if applicable; and (iv) all other amounts payable or due to METROBANK under this Agreement or otherwise. b. As applicable, all payments made to the MERCHANT shall be made available to the MERCHANT by check, drawn in favor shares of the MERCHANT, or credited to the MERCHANT’s account with any branch of the Metropolitan Bank & Trust Company (“MBTC”) or with other banks, subject to METROBANK’s right at its discretion Common Stock outstanding at any given time to change (the mode of such payment to the MERCHANT. For crediting to the MERCHANT’s account with other banks, the relevant transfer fees and other related charges shall be borne by the MERCHANT“Beneficial Ownership Limitation”). c. All approval codes given to the MERCHANT does not guarantee outright payment. There may be instance/s of fraud and/or disputes that may preclude such payment. If the MERCHANT does not raise any objection to the amount of payment by METROBANK within thirty (30) days after the date METROBANK issues the check or credits the MERCHANT’s account, the MERCHANT shall be deemed to have accepted such amount as correct; Provided that nothing in this Section shall preclude METROBANK from correcting any error or discrepancy in such amount paid. d. Subject to the submission of proof to the contrary, any payment by METROBANK under this Agreement, whether or not the MERCHANT has complied with all its obligations under this Agreement, shall be made without prejudice to any claims, rights or remedies that METROBANK may have against the MERCHANT, and shall not constitute any admission or acknowledgment by METROBANK that the MERCHANT has duly performed its obligations under this Agreement or of the correctness of the amount so paid.

Settlement Payment. a. METROBANK shall3.1 Within seven (7) days of the Effective Date, during BSC shall pay or cause to be paid to Medinol the term amount of seven hundred and subject fifty million dollars ($750,000,000) by wire transfer to an account directed by Medinol (the “Settlement Payment”) for the settlement of the U.S. Action. The Settlement Payment represents remuneration for lost commercial profits claimed by Medinol under Section 3.02(a) of the Supply Agreement relating to the terms alleged breaches of the Supply Agreement. 3.2 Effective upon Medinol’s receipt of the full amount of the Settlement Payment into the account specified by Medinol and conditions the surrender and forfeiture of the BSC Equity Stake pursuant to Section 2.1, (a) the releases pursuant to Article 9 of this Agreement shall take effect, (b) the BSC-Medinol Agreements shall be canceled and terminated, to the extent not previously canceled and terminated, and (c) the Actions shall be dismissed with prejudice pursuant to Section 8.1. 3.3 The Parties agree that, upon Medinol’s receipt of the Settlement Payment, the BSC Companies have satisfied any monetary obligations arising out of the Supply Agreement and each of the other BSC-Medinol Agreements up to the Effective Date and that the Settlement Payment is in full and complete satisfaction of all monetary and other claims made or which could have been made by the Medinol Parties against the BSC Companies and its officers, directors and Affiliates prior to and through the Effective Date, stemming from the Supply Agreement and each of the other BSC-Medinol Agreements or the Express/Taxus Express Stents. 3.4 The Parties agree that, effective upon Medinol’s receipt of the Settlement Payment, Medinol and its officers, directors and Affiliates have no remaining monetary or other obligations to the BSC Companies arising out of the BSC-Medinol Agreements, except as contemplated in Article 4 of this Agreement, pay to the MERCHANT at such time/s determined by METROBANK from time to time in accordance with the prevailing practice at the relevant time, the total amount of the Credit Card transactions effected with the MERCHANT which have been so submitted less: (i) the aggregate Discount Rate on all such Credit Card transactions; (ii) the government taxes; (iii) the aggregate refunds or rebates granted to Cardholders, if applicable; and (iv) all other amounts payable or due to METROBANK under this Agreement or otherwise. b. As applicable, all payments 3.5 The Parties agree that the Settlement Payment made pursuant to the MERCHANT shall this Article does not cover any future infringement claims that may be made available to the MERCHANT by check, drawn Medinol. Such potential future claims are addressed in favor of the MERCHANT, or credited to the MERCHANT’s account with any branch of the Metropolitan Bank & Trust Company (“MBTC”) or with other banks, subject to METROBANK’s right at its discretion at any time to change the mode of such payment to the MERCHANT. For crediting to the MERCHANT’s account with other banks, the relevant transfer fees and other related charges shall be borne by the MERCHANTArticle 5. c. All approval codes given to the MERCHANT does not guarantee outright payment. There may be instance/s of fraud and/or disputes that may preclude such payment. If the MERCHANT does not raise any objection to the amount of payment by METROBANK within thirty (30) days after the date METROBANK issues the check or credits the MERCHANT’s account, the MERCHANT shall be deemed to have accepted such amount as correct; Provided that nothing in this Section shall preclude METROBANK from correcting any error or discrepancy in such amount paid. d. Subject to the submission of proof to the contrary, any payment by METROBANK under this Agreement, whether or not the MERCHANT has complied with all its obligations under this Agreement, shall be made without prejudice to any claims, rights or remedies that METROBANK may have against the MERCHANT, and shall not constitute any admission or acknowledgment by METROBANK that the MERCHANT has duly performed its obligations under this Agreement or of the correctness of the amount so paid.

Settlement Payment. a. METROBANK shall, during Youbet shall pay to TVG an amount equal to $725,000 (the term "SETTLEMENT AMOUNT") as reimbursement for legal fees and subject to expenses incurred by TVG in connection with the terms Chancery Action and conditions the Arbitration Proceeding. The Settlement Payment shall be paid as follows: (i) Not later than three (3) Business Days following the date of this Agreement, pay Youbet shall issue (or cause its transfer agent to issue) to TVG a certificate, registered in the MERCHANT at name of TVG, evidencing 124,144 shares of Youbet Common Stock (the "INITIAL SETTLEMENT PAYMENT"). (ii) Promptly after the date of this Agreement, Youbet shall file a claim (the "D&O CLAIM"), and use its best efforts to secure recovery, under its existing Directors' and Officers' liability insurance policy, for an amount equal to 50% of the Settlement Amount (the "REMAINING SETTLEMENT AMOUNT"). All proceeds recovered by Youbet in respect of such time/s determined by METROBANK from time claim prior to time July 1, 2004 shall be paid to TVG in accordance with cash within five (5) days of Youbet's receipt of such proceeds and shall be credited against Youbet's payment obligation to TVG in respect of the prevailing practice at Settlement Amount. To the relevant time, extent that TVG has not received the total full amount of the Credit Card transactions effected with Remaining Settlement Amount from Youbet by July 1, 2004, Youbet shall pay to TVG an amount equal to the MERCHANT which have been so submitted less: difference between (iA) the Remaining Settlement Amount, and (B) the aggregate Discount Rate on all amount of proceeds recovered by Youbet in respect of the D&O Claim and actually paid to TVG prior to July 1, 2004 (such Credit Card transactions; (ii) difference being referred herein to as the government taxes; (iii) the aggregate refunds or rebates granted to Cardholders"REMAINING SETTLEMENT PAYMENT"). The Remaining Settlement Payment, if applicable; and (iv) all other amounts payable or due to METROBANK under this Agreement or otherwise. b. As applicable, all payments made to the MERCHANT shall be made available to the MERCHANT by check, drawn in favor of the MERCHANT, or credited to the MERCHANT’s account with any branch of the Metropolitan Bank & Trust Company (“MBTC”) or with other banks, subject to METROBANK’s right at its discretion at any time to change the mode of such payment to the MERCHANT. For crediting to the MERCHANT’s account with other banks, the relevant transfer fees and other related charges shall be borne by the MERCHANT. c. All approval codes given to the MERCHANT does not guarantee outright payment. There may be instance/s of fraud and/or disputes that may preclude such payment. If the MERCHANT does not raise any objection to the amount of payment by METROBANK within thirty (30) days after the date METROBANK issues the check or credits the MERCHANT’s account, the MERCHANT shall be deemed to have accepted such amount as correct; Provided that nothing in this Section shall preclude METROBANK from correcting any error or discrepancy in such amount paid. d. Subject to the submission of proof to the contrary, any payment by METROBANK under this Agreement, whether or not the MERCHANT has complied with all its obligations under this Agreementany, shall be made without prejudice paid by Youbet to any claimsTVG on July 2, rights or remedies that METROBANK may have against 2004 in cash, or, at the MERCHANToption of Youbet, and shall not constitute any admission or acknowledgment in a number of shares of Youbet Common Stock equal to the quotient obtained by METROBANK that dividing (x) the MERCHANT has duly performed its obligations under this Agreement or Remaining Settlement Payment, by (y) the average closing sale price of a share of Youbet Common Stock on the correctness of Nasdaq SmallCap Market during the amount so paid.twenty trading days ending on July 1,