Common use of Settlement Payment Clause in Contracts

Settlement Payment. The Parties hereby agree that, as a settlement payment, and in full satisfaction of the MCAs, the Company shall cause to be issued to Cedar shares of common stock of the 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, 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 Company has a sufficient number of authorized but unissued shares to be able to issue the Shares to Cedar without requiring amendment of its certificate of incorporation or other shareholder action. ▇▇▇▇▇ acknowledges that the Company shall not issue a number of shares of Common Stock that would exceed 4.99% of the shares of Common Stock outstanding at any given time (the “Beneficial Ownership Limitation”).

Settlement Payment. The Parties hereby agree that, as a settlement payment, and in full satisfaction (a) At any time from the first anniversary of the MCAsCompletion Date, the Company shall cause Payor may, upon written notice to be issued to Cedar shares of common stock of the Company, par value $0.01 Payee (the “Common StockSettlement Notice”), elect to pay the Settlement Payment to the Payee as detailed hereinfull and final settlement of all amounts payable under this deed. Upon payment of the Settlement Payment, this deed shall terminate with no further actions required by the parties. (b) The Settlement Payment shall be calculated as follows: (1) Within 30 calendar days of receipt of the Settlement Notice, the Payor and the Payee shall mutually appoint two Independent Valuers to determine the current value of the Deferred Contingent Payment Amount that has not yet been paid as of the date of the Settlement Notice; provided, that if the parties cannot mutually agree to the two Independent Valuers within 30 calendar days, each of the Payor and the Payee shall be entitled to appoint one Independent Valuer and shall notify the other party of the identity and contact information of the Independent Valuer it has appointed within 40 calendar days from the date of the Settlement Notice; however, if either party fails to appoint an Independent Valuer within such time period then the other party shall be entitled to appoint the two Independent Valuers. (2) Each of the Payor and the Payee shall instruct the Independent Valuers to use a Black-Scholes option pricing model to value the unpaid Deferred Contingent Payment Amount in light of the facts and circumstances in existence immediately prior to the date of the Settlement Notice. The settlement payment amount shall Independent Valuers will be FIVE HUNDRED THOUSAND (500,000) shares instructed to prepare and directly send the valuation to each of Common Stock the Payor and the Payee within 60 calendar days of receipt of the instruction (the “Initial SharesSettlement Valuation Deadline Date”). . (3) The Company shall deliver Payor and the Initial Shares to Cedar as soon as possible after the full execution of this Settlement Agreement. ▇▇▇▇▇ acknowledges Payee agree that the Shares have not been registered under the Securities Act of 1933, 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 Company has a sufficient number of authorized but unissued shares to be able to issue the Shares to Cedar without requiring amendment of its certificate of incorporation or other shareholder action. ▇▇▇▇▇ acknowledges that the Company shall not issue a number of shares of Common Stock that would exceed 4.99% average of the shares of Common Stock outstanding at any given time valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Beneficial Ownership LimitationSettlement Payment”); provided that if a party’s appointed Independent Valuer has not submitted its valuation by the Settlement Valuation Deadline Date, the Payor and the Payee agree that the Settlement Payment shall be the valuation submitted by the Independent Valuer appointed by the other party, and if no Independent Valuer has submitted its valuation by the Settlement Valuation Deadline Date, the Payor and the Payee agree that the Settlement Payment shall be the first valuation submitted by an Independent Valuer following the Settlement Valuation Deadline Date. (c) The Payor must within 30 days after receipt by the Payor and the Payee of the last valuation, pay the Settlement Payment to the Payee in Immediately Available Funds to the Payee’s Bank Account. The Payor shall pay the Independent Valuers’ costs and expenses.

Settlement Payment. The Parties hereby agree thatWithin fifteen (15) business days following the Effective Date, as a settlement payment, and in full satisfaction consideration of the MCAscontemplated release and dismissal described above in Paragraphs [ ], the Company each Bank Defendant shall transfer or cause to be issued to Cedar shares of common stock transferred its respective share (“Respective Share”) of the Company, par value sum of One Hundred Seventy Five Million Dollars ($0.01 175,000,000.00) (the “Common StockSettlement Amount”) in immediately available funds to the Escrow Account. Within one business day of the Approval Date, the Bank Defendants shall provide written notice of the Approval Date to the Escrow Agent. Within five (5) business days following receipt of written notice of the occurrence of the Approval Date, the Escrow Agent shall transfer all sums held in the Escrow Account (including interest earned thereon but less applicable fees and taxes) by wire to an account specified by the Adelphia Recovery Trust (the “Settlement Payment”), as detailed hereinand legal and equitable title thereto shall pass irrevocably to the Adelphia Recovery Trust, provided, however, that if the Court declines to enter the Order or the Approval Date does not otherwise occur, the Respective Share of the Settlement Amount (including interest earned thereon but excluding applicable fees and taxes) shall be returned to each Bank Defendant, this Agreement shall otherwise be void and of no further effect, and all Parties shall be restored to their respective positions in the Action without prejudice. Each Bank Defendant shall be liable solely for its own Respective Share and shall not be liable, in whole or in part, for the Respective Share of any other Bank Defendant. The settlement payment amount shall be FIVE HUNDRED THOUSAND Respective Shares of each of the following enumerated groups of Bank Defendants: (500,0001) shares Banc of Common Stock (the “Initial Shares”). The Company shall deliver the Initial Shares to Cedar as soon as possible after the full execution America Securities LLC; Bank of this Settlement Agreement. America, N.A.; Fleet National Bank; Fleet Securities Inc.; ▇▇▇▇▇▇▇ acknowledges that the Shares have not been registered under the Securities Act of 1933, 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 Company has a sufficient number of authorized but unissued shares to be able to issue the Shares to Cedar without requiring amendment of its certificate of incorporation or other shareholder action. ▇▇▇▇▇ acknowledges that the Company shall not issue a number of shares of Common Stock that would exceed 4.99% of the shares of Common Stock outstanding at any given time (the “Beneficial Ownership Limitation”).& Co., Inc. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Corp.;

Settlement Payment. The Parties hereby agree thatIn full settlement of Plaintiffs’ claims for the Class, as a settlement payment, without admitting any liability and in full only after the satisfaction of the MCAsconditions set forth in Paragraph 9 below to Glenmoor's satisfaction, Defendant shall pay an “all-inclusive,” non-reversionary Settlement Payment of $450,000.00 plus 50% of the Company employer’s share of FICA and FUTA taxes and other applicable employer tax contributions and/or payments to taxing entities associated with the wage payments to Class Members at the rates required by the appropriate tax agency as payment of all sums due under the settlement (“Settlement Payment”) in the manner described below, which amount shall cause be held in trust by the Settlement Administrator to be issued to Cedar shares of common stock of the Company, par value $0.01 (the “Common Stock”), allocated as detailed described herein. The Settlement Payment is a common fund from which will be made all settlement payment amount shall be FIVE HUNDRED THOUSAND (500,000) shares payments to the Settlement Class members who do not opt out of Common Stock (the “Initial Shares”). The Company shall deliver settlement; all attorney’s fees and litigation costs and expenses that are awarded by the Initial Shares Court; any service awards awarded by the Court to Cedar as soon as possible after the full execution of this Settlement Agreement. Plaintiff ▇▇▇▇ ▇▇▇▇▇ acknowledges that ▇; all settlement administration costs, including any and all costs related to Class notice, notice of settlement, calculation of settlement payments, all payments to the Shares have not been registered under Settlement Administrator and any other costs of settlement administration (“Settlement Administration Costs”). In determining the Securities Act allocation of 1933the Settlement Payment to each Settlement Class Member the Settlement Administrator, on approval by the Court, and will bear after calculations of all distributions except the distributions to each of the Settlement Class Members shall calculate the proposed individual distributions to each of the Settlement Class Members, utilizing and applying a restrictive legend pro rata distribution to each of the Settlement Class Members in substantially consideration of 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 Company has a sufficient number of authorized but unissued shares hours worked during each payroll period and the amount and percentage that their gratuities/service charges were reduced by Defendant for allocation to be able itself or others. (See, e.g., unredacted Exhibit 7 to issue Plaintiff’s Motion for Certification and all such similar documents utilized by Defendant and affecting Class Members from February 10, 2012 until the Shares date of the preliminary approval of this Agreement by the Court). The Settlement Class Administrator shall pay the employer’s share of FICA and FUTA taxes and other applicable employer tax contributions and/or payments to Cedar without requiring amendment taxing entities associated with the wage payments to Class Members at the rates required by the appropriate tax agency from the proceeds of its certificate of incorporation or other shareholder actionthe Settlement Payment. ▇▇▇▇▇ acknowledges that the Company Defendant shall not issue a number of shares of Common Stock that would exceed 4.99pay 50% of the shares employer’s share of Common Stock outstanding FICA and FUTA taxes and other applicable employer tax contributions and/or payments to taxing entities associated with the wage payments to Class Members at the rates required by the appropriate tax agency to the Settlement Class Administrator after the final calculation of settlement payments has been completed. Other than as specifically set forth herein, Defendant shall not be liable for and shall make no additional payment to or on behalf of the Settlement Class or to Plaintiffs’ counsel. Other than as specifically set forth herein Defendant shall not be liable for satisfaction of any given time (taxes, contributions to any employment security funds, contributions to any retirement plans or employee benefit funds, liens or for any pre- or post-judgment interest, liquidated damages, or penalties in addition to the “Beneficial Ownership Limitation”)Settlement Payment.

Settlement Payment. The Parties hereby agree thata. 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 a settlement paymentcorrect; 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 in full satisfaction shall not constitute any admission or acknowledgment by METROBANK that the MERCHANT has duly performed its obligations under this Agreement or of the MCAs, the Company shall cause to be issued to Cedar shares of common stock correctness of the 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, 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 Company has a sufficient number of authorized but unissued shares to be able to issue the Shares to Cedar without requiring amendment of its certificate of incorporation or other shareholder action. ▇▇▇▇▇ acknowledges that the Company shall not issue a number of shares of Common Stock that would exceed 4.99% of the shares of Common Stock outstanding at any given time (the “Beneficial Ownership Limitation”)so paid.

Settlement Payment. Youbet shall pay to TVG an amount equal to $725,000 (the "SETTLEMENT AMOUNT") as reimbursement for legal fees and expenses incurred by TVG in connection with the Chancery Action and the Arbitration Proceeding. The Parties hereby agree thatSettlement Payment shall be paid as follows: (i) Not later than three (3) Business Days following the date of this Agreement, as Youbet shall issue (or cause its transfer agent to issue) to TVG a settlement paymentcertificate, and registered in full satisfaction the name of the MCAsTVG, the Company shall cause to be issued to Cedar evidencing 124,144 shares of common stock of the Company, par value $0.01 (the “Common Stock”), as detailed herein. The settlement payment amount shall be FIVE HUNDRED THOUSAND (500,000) shares of Youbet Common Stock (the “Initial Shares”"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 claim prior to July 1, 2004 shall be paid to TVG in 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 Settlement Amount. To the extent that TVG has not received the full amount of the Remaining Settlement Amount from Youbet by July 1, 2004, Youbet shall pay to TVG an amount equal to the difference between (A) the Remaining Settlement Amount, and (B) the aggregate 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 Company Remaining Settlement Payment, if any, shall deliver be paid by Youbet to TVG on July 2, 2004 in cash, or, at the Initial Shares to Cedar as soon as possible after the full execution option of this Settlement Agreement. ▇▇▇▇▇ acknowledges that the Shares have not been registered under the Securities Act of 1933Youbet, 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 Company has a sufficient number of authorized but unissued shares to be able to issue the Shares to Cedar without requiring amendment of its certificate of incorporation or other shareholder action. ▇▇▇▇▇ acknowledges that the Company shall not issue a number of shares of Youbet Common Stock that would exceed 4.99% equal to the quotient obtained by dividing (x) the Remaining Settlement Payment, by (y) the average closing sale price of the shares a share of Youbet Common Stock outstanding at any given time (on the “Beneficial Ownership Limitation”).Nasdaq SmallCap Market during the twenty trading days ending on July 1,

Settlement Payment. The Parties hereby agree that, as a settlement payment, (a) Academy agrees to pay the total sum of (and in full satisfaction of the MCAs, the Company shall cause not to be issued to Cedar shares of common stock of the Company, par value exceed) Nine Hundred Twenty-Five Thousand Dollars ($0.01 925,000.00) (the “Common StockTotal Settlement Amount”) into a Qualified Settlement Fund (“QSF”) in order to fully and finally resolve settlement of the Claim for the Participating Class Members. The Total Settlement Amount is inclusive of the Settlement Administrator’s administration costs; Class Counsel’s fees and costs; interest; litigation costs; back wages; liquidated/statutory damages or penalties; and service payments to Named Plaintiffs, if awarded by the Court; arising out of the Claim. The Total Settlement Amount will cover the full amount of both the Participating Class Members’ W-2 withholdings (and state/local withholdings if applicable) on the wages portion of their Settlement Payments, and any employer share of payroll taxes on the wages portion of the Settlement Payments made to Participating Class Members, to be paid by the Settlement Administrator from the QSF created for this settlement. Plaintiff s counsel, or the Settlement Administrator, will notify Defendant's counsel of the allocations and the percentage for tax purposes of the net Settlement Payment to Participating Class Members that will be treated as wages and reported by Form W-2 by the QSF, and the percentage that will be treated as penalties, liquidated damages, interest, service payments, or other non-wage payments and reported by Form 1099. No amount of the Total Settlement Amount will revert to Defendant. Uncashed check amounts after all reasonable skip tracing attempts at contact will be returned to the Settlement Administrator for deposit with any applicable state unclaimed property office. (b) Plaintiffs’ counsel will, no later than ten (10) days prior to the scheduled date of the final approval hearing, apply for payment of attorney's fees from the Total Settlement Amount in an amount up to thirty-three percent (33%), as detailed hereinand for reimbursement of advanced litigation costs and expenses, which Defendant does not oppose. The settlement payment amount shall be FIVE HUNDRED THOUSAND Plaintiffs’ counsel will also, no later than ten (500,00010) shares days prior to the scheduled date of Common Stock (the “Initial Shares”). The Company shall deliver final approval hearing, request that the Initial Shares court approve an award of service payments of $7,500 to Cedar as soon as possible after the full execution of this Settlement Agreement. named plaintiff ▇▇▇▇▇▇▇ acknowledges that the Shares have not been registered under the Securities Act of 1933, 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 Company has a sufficient number of authorized but unissued shares to be able to issue the Shares to Cedar without requiring amendment of its certificate of incorporation or other shareholder action. ▇▇▇▇▇ acknowledges ▇▇, and $1,000 to each class representative of the State Classes, which request Defendant does not oppose, subject to approval by any required court. Any service payments awarded shall be in addition to payments that they shall receive as members of the FLSA Settlement Collective and, as applicable, State Settlement Classes; shall be distributed by the Settlement Administrator in separate checks mailed contemporaneously with the mailing of checks as set forth below; and shall be reported to state and federal taxing authorities as non-wage income on IRS Form 1099. (c) The Total Settlement Amount less the amount of Settlement Administrator’s costs, Class Counsel’s fees and costs, service payments to Named Plaintiffs, and estimated payroll taxes to be paid on the wage portions by the QSF, is defined as the “Net Settlement Amount.” (d) The Net Settlement Amount has been apportioned as set forth below between the FLSA Collective, the members of the State Settlement Classes who did not previously opt-in but timely submit a Claim form to opt-in and receive their FLSA payment as part of the FLSA Settlement Collective, and the members of the State Settlement Classes who do not timely submit a Claim form, in a manner that accounts for non-opt-in State Settlement Class members' additional risks on FLSA claims by not opting in to the Action if the court were to deny approval of settlement and not equitably toll the running of the FLSA statute of limitations on their unpreserved FLSA claims, and for absent State Settlement Class members’ additional risks of non-recovery if the court were to deny Rule 23 certification in whole or in part, deny state law class claims on the Claim as preempted, and/or rule that the Company shall not issue a number of shares of Common Stock that would exceed 4.99% running of the shares statute of Common Stock outstanding at any given time (limitations on members of the “Beneficial Ownership Limitation”)State Settlement Classes bars some or all of their recovery on the Claim. Payments will be calculated on a pro-rata basis based upon the formula set forth below under which Class Counsel negotiated their claims, which accounts for valuation differential between preserved FLSA claims by FLSA Collective members and unpreserved FLSA claims only made available by settlement subject to Court approval to State Settlement Class members, as well as variances in additional remedies available under certain state laws to employees who worked in those states, which allocation Defendant does not oppose. Settlement payments have been apportioned between wages and non-wage liquidated damages, interest and penalties as appropriate for the applicable state law claims, as set forth below. The apportionment and allocation of the Net Settlement Amount shall be as set forth in Section 10 below.

Settlement Payment. The Parties hereby agree thatIn full settlement of Plaintiffs’ claims for the Class, as a settlement payment, without admitting any liability and in full only after the satisfaction of the MCAsconditions set forth in Paragraph 9 below to Prestige's satisfaction, Defendant shall pay an “all-inclusive,” non-reversionary Settlement Payment of $215,000.00, which includes theemployer’s share of FICA and FUTA taxes and other applicable employer tax contributions and/or payments to taxing entities associated with the Company shall cause wage payments to Class Members at the 2016 rates required by the appropriate tax agency not at the bonus or supplement wage payment rates, but at the rates paid on each Class Member’s last paycheck. In other words, if an employee had previously filed an I.R.S. form W9 that indicated one (1) deduction and resulted in a particular tax rate being withheld, then the employer’s tax contribution calculation for the Plaintiff Class would use that tax rate to calculate the employer’s contribution and not the rate for bonuses and/or supplemental payments of wages. The Settlement Payment is a common fund from which will be issued made all settlement payments to Cedar shares of common stock the Plaintiff Class Members who do not opt out of the Companysettlement; any employer tax contributions owed on the settlement payments to the Plaintiff Class Members, par value $0.01 (all attorney’s fees and litigation costs and expenses that are awarded by the “Common Stock”), as detailed herein. The settlement payment amount shall be FIVE HUNDRED THOUSAND (500,000) shares of Common Stock (Court; any service awards awarded by the “Initial Shares”). The Company shall deliver the Initial Shares Court to Cedar as soon as possible after the full execution of this Settlement Agreement. Plaintiff ▇▇▇▇▇▇▇▇▇ acknowledges that the Shares have not been registered under the Securities Act of 1933, 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 Company has a sufficient number of authorized but unissued shares to be able to issue the Shares to Cedar without requiring amendment of its certificate of incorporation or other shareholder action. ▇▇▇▇▇ acknowledges ▇▇▇-▇▇▇▇▇; all settlement administration costs, including any and all costs related to Class notice, notice of settlement, calculation of settlement payments, all payments to the Settlement Administrator and any other costs of settlement administration (“Settlement Administration Costs”). In determining the allocation of the Settlement Payment to each Plaintiff Class Member the Settlement Administrator, on approval by the Court, and after calculations of all distributions except the distributions to each of the Plaintiff Class Members, shall calculate the proposed individual distributions to each of the Plaintiff Class Members, utilizing and applying a pro rata distribution to each of the Plaintiff Class Members in consideration of the number of hours worked during each payroll period and the extent to which the records reasonably indicate that such a Class Member was engaged in intra-state (and not interstate) commerce. (See, e.g., Defendant’s records from October 2013 to January 2014 that are the Company best and most complete data record on which to allocate the Settlement Fund. For Class Members who did not work during that period, their length of time employed will be presumed to be reflective of what their performance would have been during the actual term of their employment for the worker average for the above October 2013 to January 2014 time period). The Plaintiff Class Administrator shall pay the employer’s share of FICA and FUTA taxes and other applicable employer tax contributions and/or payments to taxing entities associated with the wage payments to Class Members at the rates required by the appropriate tax agency from the proceeds of the Settlement Payment. Other than the Settlement Payment set forth in Paragraph 2, Defendant shall not issue a number of shares of Common Stock that would exceed 4.99% be liable for and shall make no additional payment to or on behalf of the shares Plaintiff Class or to Plaintiffs’ counsel, including but not limited to payments for satisfaction of Common Stock outstanding at any given time (the “Beneficial Ownership Limitation”)taxes, contributions to any employment security funds, contributions to any retirement plans or employee benefit funds, liens or for any pre- or post-judgment interest, liquidated damages, or penalties.

Settlement Payment. The Parties hereby agree thata. MCC shall, as a settlement during the term and subject to the terms and conditions of this Agreement, pay to the MERCHANT at such time/s determined by 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 credit cardholders, if applicable; and (iv) all other amounts payable or due to MCC under this Agreement or otherwise. b. 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 MCC’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 MCC within thirty (30) days after the date 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 MCC from correcting any error or discrepancy in such amount paid. d. Subject to proof to the contrary, any payment by 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 MCC may have against the MERCHANT, and in full satisfaction shall not constitute any admission or acknowledgment by MCC that the MERCHANT has duly performed its obligations under this Agreement or of the MCAs, the Company shall cause to be issued to Cedar shares of common stock correctness of the 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, 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 Company has a sufficient number of authorized but unissued shares to be able to issue the Shares to Cedar without requiring amendment of its certificate of incorporation or other shareholder action. ▇▇▇▇▇ acknowledges that the Company shall not issue a number of shares of Common Stock that would exceed 4.99% of the shares of Common Stock outstanding at any given time (the “Beneficial Ownership Limitation”)so paid.

Settlement Payment. The Parties hereby agree that, as a settlement payment, and in full satisfaction (a) At any time from the first anniversary of the MCAsCompletion Date, the Company shall cause Payor may, upon written notice to be issued to Cedar shares of common stock of the Company, par value $0.01 Payee (the “Common StockSettlement Notice”), elect to pay the Settlement Payment to the Payee as detailed hereinfull and final settlement of all amounts payable under this deed. Upon payment of the Settlement Payment, this deed shall terminate with no further actions required by the parties. (b) The Settlement Payment shall be calculated as follows: (1) Within 30 calendar days of receipt of the Settlement Notice, the Payor and the Payee shall mutually appoint two Independent Valuers to determine the current value of the Metal Price Upside Payments that have not yet been paid as of the date of the Settlement Notice; provided, that if the parties cannot mutually agree to the two Independent Valuers within 30 calendar days, each of the Payor and the Payee shall be entitled to appoint one Independent Valuer and shall notify the other party of the identity and contact information of the Independent Valuer it has appointed within 40 calendar days from the date of the Settlement Notice; however, if either party fails to appoint an Independent Valuer within such time period then the other party shall be entitled to appoint the two Independent Valuers. (2) Each of the Payor and the Payee shall instruct the Independent Valuers to use a Black-Scholes option pricing model to value the unpaid Metal Price upside Payments in light of the facts and circumstances in existence immediately prior to the date of the Settlement Notice. The settlement payment amount shall Independent Valuers will be FIVE HUNDRED THOUSAND (500,000) shares instructed to prepare and directly send the valuation to each of Common Stock the Payor and the Payee within 60 calendar days of receipt of the instruction (the “Initial SharesSettlement Valuation Deadline Date”). . (3) The Company shall deliver Payor and the Initial Shares to Cedar as soon as possible after the full execution of this Settlement Agreement. ▇▇▇▇▇ acknowledges Payee agree that the Shares have not been registered under the Securities Act of 1933, 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 Company has a sufficient number of authorized but unissued shares to be able to issue the Shares to Cedar without requiring amendment of its certificate of incorporation or other shareholder action. ▇▇▇▇▇ acknowledges that the Company shall not issue a number of shares of Common Stock that would exceed 4.99% average of the shares of Common Stock outstanding at any given time valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Beneficial Ownership LimitationSettlement Payment”); provided that if a party’s appointed Independent Valuer has not submitted its valuation by the Settlement Valuation Deadline Date, the Payor and the Payee agree that the Settlement Payment shall be the valuation submitted by the Independent Valuer appointed by the other party, and if no Independent Valuer has submitted its valuation by the Settlement Valuation Deadline Date, the Payor and the Payee agree that the Settlement Payment shall be the first valuation submitted by an Independent Valuer following the Settlement Valuation Deadline Date.

Settlement Payment. The Parties hereby agree that, as a settlement payment, and in full satisfaction Following the entry of the MCAsPreliminary Approval Order, the Company Allergan Defendants shall pay or cause to be issued to Cedar shares of common stock paid the Settlement Amount totalling twenty-five million U.S. Dollars ($25,000,000.00) in in accordance with the payment terms set forth in Sections IV.B and C. 1. Within three (3) business days following the entry of the CompanyPreliminary Approval Order, par value $0.01 (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 “Common Stock”), as detailed hereinbusiness day following the entry of the Preliminary Approval Order. No payment will be due until these instructions have been provided and Allergan’s Bank Verification process has been completed. 2. 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, and, upon the occurrence of the Effective Date, no funds may be returned to the Allergan Defendants. 4. Releasors agree that fifty-six percent (56%) of the Settlement Amount constitutes consideration for the settlement payment amount shall be FIVE HUNDRED THOUSAND 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 (500,000or any other Released Entity) shares 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 Common Stock 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 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 the “Initial Shares”). The Company shall deliver Divested Actavis Generic Entities and other Divested Entities and the Initial Shares operation of the Divested Actavis Generic Entities and the other Divested Entities related to Cedar as soon as possible after those branded opioid drugs that are Products before August 2, 2016) that the full execution Releasors are asserting, might otherwise assert, or could assert against the Allergan Defendants or any other Released Entity, of this Settlement Agreement. which seventy- seven percent (77%) is specifically involving, arising from, or related to ▇▇▇▇▇▇® (including but not limited to ▇▇▇▇▇▇ acknowledges that the Shares have not been registered under the Securities Act of 1933manufactured, 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 1933distributed, AS AMENDED THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933marketed, AS AMENDED (THE “SECURITIES ACT”)and/or sold from 1997 through 2008 by King Pharmaceuticals, 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 Company has a sufficient number of authorized but unissued shares to be able to issue the Shares to Cedar without requiring amendment of its certificate of incorporation or other shareholder action. ▇▇▇▇▇ acknowledges that the Company shall not issue a number of shares of Common Stock that would exceed 4.99% of the shares of Common Stock outstanding at any given time (the “Beneficial Ownership Limitation”Inc. and/or Alpharma Inc.).

Settlement Payment. The Parties hereby agree that, as a settlement payment, and in full satisfaction On the DELETED day following the Off-Sale Date of such issue of each Publication DISTRIBUTOR shall pay PUBLISHER an amount equal to the MCAs, the Company shall cause to be issued to Cedar shares of common stock of the 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. Net B▇▇▇▇▇▇▇ acknowledges with respect to such issue, less the aggregate amount of the 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 amount shown due, if any. In the event that the Shares have not been registered under the Securities Act of 1933, 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 Company has a sufficient number of authorized but unissued shares to be able to issue the Shares to Cedar without requiring amendment of its certificate of incorporation PUBLISHER Statement indicates on Overpayment or other shareholder actionamount 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 (5) business days after request for same. ▇▇▇▇▇ acknowledges that Any Returns received and/or charges or credits incurred or accrued by DISTRIBUTOR with respect to any issue of PUBLISHER'S Publication(s) subsequent to the Company shall not issue a number of shares of Common Stock that would exceed 4.99% preparation of the shares PUBLISHER Statement with respect to such issue of Common Stock outstanding the Publications) shall be included as a credit to DISTRIBUTOR on any subsequent PUBLISHER Statement and deducted from any monies thereafter payable to PUBLISHER, or DISTRIBUTOR at its option may require PUBLISHER to pay DISTRIBUTOR for any given time such charges and credits within five (5) business days after request for some. PUBLISHER agrees to accept any PUBLISHER Statement from DISTRIBUTOR as an account stated and the “Beneficial Ownership Limitation”)items therein enumerated as true and correct, except as to any specific item or items appearing therein to which the PUBLISHER may object in writing within thirty (30) days from the date of the mailing of said Statement.

Settlement Payment. The Parties hereby agree that, as a settlement payment, and in full satisfaction of the MCAs, the Company Youbet shall cause pay to be issued TVG an amount equal to Cedar shares of common stock of the Company, par value $0.01 725,000 (the “Common StockSettlement Amount”), ) as detailed hereinreimbursement for legal fees and expenses incurred by TVG in connection with the Chancery Action and the Arbitration Proceeding. The settlement payment amount Settlement Payment shall be FIVE HUNDRED THOUSAND paid as follows: (500,000i) Not later than three (3) Business Days following the date of this Agreement, Youbet shall issue (or cause its transfer agent to issue) to TVG a certificate, registered in the name of TVG, evidencing 124,144 shares of Youbet Common Stock (the “Initial SharesSettlement 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 claim prior to July 1, 2004 shall be paid to TVG in 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 Settlement Amount. To the extent that TVG has not received the full amount of the Remaining Settlement Amount from Youbet by July 1, 2004, Youbet shall pay to TVG an amount equal to the difference between (A) the Remaining Settlement Amount, and (B) the aggregate 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 Company Remaining Settlement Payment, if any, shall deliver be paid by Youbet to TVG on July 2, 2004 in cash, or, at the Initial Shares to Cedar as soon as possible after the full execution option of this Settlement Agreement. ▇▇▇▇▇ acknowledges that the Shares have not been registered under the Securities Act of 1933Youbet, 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 Company has a sufficient number of authorized but unissued shares to be able to issue the Shares to Cedar without requiring amendment of its certificate of incorporation or other shareholder action. ▇▇▇▇▇ acknowledges that the Company shall not issue a number of shares of Youbet Common Stock that would exceed 4.99% equal to the quotient obtained by dividing (x) the 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 outstanding at issued to TVG in respect of the Initial Settlement Payment, and any given time 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 Exercise Price of the “Beneficial Ownership Limitation”)TVG Warrant shall not be adjusted as a result of any payment of all or a portion of the Settlement Amount through the issuance of shares of Youbet Common Stock.