Common use of Settlement Payment Clause in Contracts

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 Settlement Payment shall be paid as follows: (i) 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 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 Remaining Settlement Payment, if any, shall be paid by Youbet to TVG on 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 (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,

Settlement Payment. Youbet shall pay a. MCC shall, during the term and subject to TVG an amount equal to $725,000 (the "SETTLEMENT AMOUNT") as reimbursement for legal fees terms and expenses incurred by TVG in connection with the Chancery Action and the Arbitration Proceeding. The Settlement Payment shall be paid as follows: (i) Not later than three (3) Business Days following the date conditions of this Agreement, Youbet shall issue 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: (or cause its transfer agent to issuei) to TVG a certificate, registered in the name of TVG, evidencing 124,144 shares of Youbet Common Stock (the "INITIAL SETTLEMENT PAYMENT"). aggregate Discount Rate on all such Credit Card transactions; (ii) Promptly 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 of 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, Youbet shall file a claim (whether or not the "D&O CLAIM"), and use MERCHANT has complied with all its best efforts to secure recovery, obligations 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 Remaining Settlement Payment, if anythis Agreement, shall be paid made without prejudice to any claims, rights or remedies that MCC may have against the MERCHANT, and shall not constitute any admission or acknowledgment by Youbet to TVG on July 2, 2004 in cash, or, at MCC that the option MERCHANT has duly performed its obligations under this Agreement or of Youbet, in a number the correctness of shares of Youbet Common Stock 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,amount so paid.

Settlement Payment. Youbet Upon the execution hereof, in full and final settlement of any and all disputes between the Parties and in full payment for the ownership of certain assets by certain of the Parties as set out herein, the Parties shall pay to TVG an amount equal to $725,000 enter into the agreements set forth below (collectively, the "SETTLEMENT AMOUNT"“Transfer Agreements”) as reimbursement for legal fees and expenses incurred by TVG in connection with the Chancery Action and the Arbitration Proceeding. The parties, as applicable, shall effectuate the payment, filing and transfers set forth below and in the Transfer Agreements (collectively, the “Settlement Payment shall be paid Payment”), as follows: (ia) Not later than three The Oak Ridge Parties shall deliver a cashier’s check or wire to ▇▇. ▇▇▇▇ in the amount of fifty thousand U.S. dollars (3$50,000) Business Days following (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, whether transferred or not, both a one-year lock-up from the date of this Agreement, Youbet plus a subsequent 6 month 1/6 per-month cumulative leak-out period. The Lock-Up/Leak-Out shall issue (or cause its transfer agent to issue) to TVG a certificate, registered be in the name 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 Lock-Up/Leak-Out. Except as otherwise provided herein, any transfer of TVGthe common stock acquired under the Settlement Stock Issuance will also be subject to reasonable compliance with the so-called “Section 4 (1 & ½) under the Securities Act of 1933, evidencing 124,144 shares of Youbet Common Stock as amended (the "INITIAL SETTLEMENT PAYMENT"“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”). (iid) Promptly after ▇▇. ▇▇▇▇ shall pay ten thousand U.S. dollars ($10,000) of the date 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, Youbet the Parties shall prepare and file a claim (the "D&O CLAIM")motions for dismissals with prejudice of case Nos. 130905910, 120908658, and use its best efforts 120907347. The Oak Ridge Parties, and each of them, the Floor Parties, and each of them, and the ▇▇▇▇ Parties, and each of them, hereby agree to secure recoverytake or cause to be taken such other actions, 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 execute or cause to be credited against Youbet's payment obligation executed such instruments and documents, as may be reasonably necessary or appropriate, to TVG in respect of effectuate 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 Remaining Settlement Payment, if any, shall be paid by Youbet to TVG on 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 (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,transactions contemplated under this Agreement.

Settlement Payment. Youbet shall pay a. METROBANK shall, during the term and subject to TVG an amount equal to $725,000 (the "SETTLEMENT AMOUNT") as reimbursement for legal fees terms and expenses incurred by TVG in connection with the Chancery Action and the Arbitration Proceeding. The Settlement Payment shall be paid as follows: (i) Not later than three (3) Business Days following the date conditions of this Agreement, Youbet shall issue 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: (or cause its transfer agent to issuei) to TVG a certificate, registered in the name of TVG, evidencing 124,144 shares of Youbet Common Stock (the "INITIAL SETTLEMENT PAYMENT"). aggregate Discount Rate on all such Credit Card transactions; (ii) Promptly 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, Youbet shall file a claim (whether or not the "D&O CLAIM"), and use MERCHANT has complied with all its best efforts to secure recovery, obligations 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 Remaining Settlement Payment, if anythis Agreement, shall be paid 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 Youbet to TVG on July 2, 2004 in cash, or, at METROBANK that the option MERCHANT has duly performed its obligations under this Agreement or of Youbet, in a number the correctness of shares of Youbet Common Stock 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,amount so paid.

Settlement Payment. Youbet The Parties hereby agree that, as a settlement payment, and in full satisfaction of the MCAs, the Company shall pay cause to TVG an amount equal be issued to Cedar shares of common stock of the Company, par value $725,000 0.01 (the "SETTLEMENT AMOUNT") “Common Stock”), as reimbursement for legal fees and expenses incurred by TVG in connection with the Chancery Action and the Arbitration Proceedingdetailed herein. The Settlement Payment settlement payment amount shall be paid as follows: FIVE HUNDRED THOUSAND (i500,000) 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 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"“Initial Shares”). The Remaining Company shall deliver the Initial Shares to Cedar as soon as possible after the full execution of this Settlement PaymentAgreement. ▇▇▇▇▇ acknowledges that the Shares have not been registered under the Securities Act of 1933, if anyand 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 be paid by Youbet to TVG on July 2, 2004 in cash, or, at the option of Youbet, in not issue a number of shares of Youbet Common Stock equal to that would exceed 4.99% of the quotient obtained by dividing (x) the Remaining Settlement Payment, by (y) the average closing sale price shares of a share of Youbet Common Stock on outstanding at any given time (the Nasdaq SmallCap Market during the twenty trading days ending on July 1,“Beneficial Ownership Limitation”).

Settlement Payment. Youbet shall pay a. MCC shall, during the term and subject to TVG an amount equal to $725,000 (the "SETTLEMENT AMOUNT") as reimbursement for legal fees terms and expenses incurred by TVG in connection with the Chancery Action and the Arbitration Proceeding. The Settlement Payment shall be paid as follows: (i) Not later than three (3) Business Days following the date conditions of this Agreement, Youbet shall issue 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 Card Transactions effected with the MERCHANT which have been so submitted less: (or cause its transfer agent to issuei) to TVG a certificate, registered in the name of TVG, evidencing 124,144 shares of Youbet Common Stock (the "INITIAL SETTLEMENT PAYMENT"). aggregate Discount Rate on all such Card Transactions; (ii) Promptly the government taxes; (iii) the aggregate refunds or rebates granted to 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 of 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, Youbet shall file a claim (whether or not the "D&O CLAIM"), and use MERCHANT has complied with all its best efforts to secure recovery, obligations 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 Remaining Settlement Payment, if anythis Agreement, shall be paid made without prejudice to any claims, rights or remedies that MCC may have against the MERCHANT, and shall not constitute any admission or acknowledgment by Youbet to TVG on July 2, 2004 in cash, or, at MCC that the option MERCHANT has duly performed its obligations under this Agreement or of Youbet, in a number the correctness of shares of Youbet Common Stock 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,amount so paid.

Settlement Payment. Youbet Following the entry of the Preliminary Approval Order, Allergan Defendants shall pay or cause to TVG an amount equal to be paid the Settlement Amount totalling twenty-five million U.S. Dollars ($725,000 (the "SETTLEMENT AMOUNT"25,000,000.00) as reimbursement for legal fees and expenses incurred by TVG in connection in accordance with the Chancery Action payment terms set forth in Sections IV.B and the Arbitration ProceedingC. 1. The Settlement Payment shall be paid as follows: (i) Not later than Within three (3) Business Days business days following the date entry of this Agreementthe Preliminary Approval Order, Youbet shall issue (or cause its transfer agent Class Counsel will provide wire instructions and other information necessary for payment, pursuant to issue) instructions to TVG a certificate, registered in be communicated by each Allergan Defendant no later than the name business day following the entry of TVG, evidencing 124,144 shares of Youbet Common Stock (the "INITIAL SETTLEMENT PAYMENT")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 (ii56%) 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 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 (the "REMAINING SETTLEMENT AMOUNT")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. All proceeds recovered by Youbet in respect of such claim prior to July 1, 2004 shall be paid to TVG in cash within five Releasors agree that forty-four percent (544%) 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 Amount constitutes consideration for the extent settlement of Claims involving, arising from, or related to branded opioid drugs that TVG has are Products of or attributable to the Allergan Defendants or any other Released Entity (including but not received limited to branded opioid drugs that are Products distributed and/or sold before August 2, 2016, by the full amount Divested Actavis Generic Entities and other Divested Entities and the operation of the Remaining Settlement Amount from Youbet by July 1, 2004, Youbet shall pay Divested Actavis Generic Entities and the other Divested Entities related 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 Remaining Settlement Payment, if any, shall be paid by Youbet to TVG on July those branded opioid drugs that are Products before August 2, 2004 in cash2016) that the Releasors are asserting, ormight otherwise assert, at or could assert against the option Allergan Defendants or any other Released Entity, of Youbetwhich seventy- seven percent (77%) is specifically involving, in a number of shares of Youbet Common Stock equal arising from, or related to the quotient obtained ▇▇▇▇▇▇® (including but not limited to ▇▇▇▇▇▇ manufactured, distributed, marketed, and/or sold from 1997 through 2008 by dividing (x) the Remaining Settlement PaymentKing Pharmaceuticals, 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,Inc. and/or Alpharma Inc.).

Settlement Payment. Youbet On the DELETED day following the Off-Sale Date of such issue of each Publication DISTRIBUTOR shall pay to TVG PUBLISHER an amount equal to $725,000 (the "SETTLEMENT AMOUNT") as reimbursement Net B▇▇▇▇▇▇▇ with respect to such issue, less the aggregate amount of the following: all advance payments made by DISTRIBUTOR to PUBLISHER or for legal fees its account, and expenses 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 TVG DISTRIBUTOR for other issues and which were not previously deducted, and any reserve DISTRIBUTOR, in connection with the Chancery Action its sole reasonable judgment, estimates is needed for Return Credits for Returns and the Arbitration ProceedingRDA claims and yet to be received. The calculation of the Settlement Payment shall be paid as follows: (i) Not later than three (3) Business Days following set forth on a "PUBLISHER Statement" prepared by the date of this Agreement, Youbet shall issue (or cause its transfer agent to issue) to TVG a certificate, registered in DISTRIBUTOR and sent at the 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% time of the Settlement Amount (Payment to PUBLISHER together with the "REMAINING SETTLEMENT AMOUNT")amount shown due, if any. All proceeds recovered by Youbet in respect of In the event that the PUBLISHER Statement indicates on Overpayment or other amount due DISTRIBUTOR, then DISTRIBUTOR may deduct such claim prior Overpayment from any monies due or thereafter due PUBLISHER, and/or require PUBLISHER to July 1, 2004 shall be paid to TVG in cash pay DISTRIBUTOR for such Overpayment within five (5) business days after request for same. Any Returns received and/or charges or credits incurred or accrued by DISTRIBUTOR with respect to any issue of Youbet's receipt PUBLISHER'S Publication(s) subsequent to the preparation of the PUBLISHER Statement with respect to such proceeds and issue of the Publications) shall be credited against Youbet's payment obligation included as a credit to TVG 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 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 items therein enumerated as true and correct, except as to any specific item or items appearing therein to which the PUBLISHER may object in respect writing within thirty (30) days from the date of the Settlement Amount. To the extent that TVG has not received the full amount mailing 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 Remaining Settlement Payment, if any, shall be paid by Youbet to TVG on 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 (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,said Statement.

Settlement Payment. Youbet shall pay to TVG an amount equal to $725,000 (the "SETTLEMENT AMOUNT"“Settlement Amount”) as reimbursement for legal fees and expenses incurred by TVG in connection with the Chancery Action and 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, 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 SETTLEMENT PAYMENT"“Initial Settlement Payment”). (ii) Promptly after the date of this Agreement, Youbet shall file a claim (the "“D&O CLAIM"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"“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 ’s receipt of such proceeds and shall be credited against Youbet's ’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"“Remaining Settlement Payment”). The Remaining Settlement Payment, if any, shall be paid by Youbet to TVG on 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 (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 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 Exercise Price of the 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.