Common use of Settlement Payment Clause in Contracts

Settlement Payment. (a) At any time from the first anniversary of the Completion Date, the Payor may, upon written notice to the Payee (the “Settlement Notice”), elect to pay the Settlement Payment to the Payee as full 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 Independent Valuers will be instructed to prepare and directly send the valuation to each of the Payor and the Payee within 60 calendar days of receipt of the instruction (the “Settlement Valuation Deadline Date”). (3) The Payor and the Payee agree that the average of the valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Settlement 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. (a) At any time from the first anniversary of the Completion Date, the Payor may, upon written notice Youbet shall pay to the Payee TVG an amount equal to $725,000 (the “Settlement NoticeAmount”), elect to pay ) as reimbursement for legal fees and expenses incurred by TVG in connection with the Settlement Payment to Chancery Action and the Payee as full and final settlement of all amounts payable under this deedArbitration Proceeding. 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 paid as follows: (1i) 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 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 Settlement Notice; providedname of TVG, that if the parties cannot mutually agree to the two Independent Valuers within 30 calendar days, each evidencing 124,144 shares 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 Independent Valuers will be instructed to prepare and directly send the valuation to each of the Payor and the Payee within 60 calendar days of receipt of the instruction Youbet Common Stock (the “Initial Settlement Valuation Deadline DatePayment”). (3ii) The Payor and Promptly after the Payee agree that the average date of the valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee 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”); provided . 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 if a party’s appointed Independent Valuer has not submitted its valuation by may be issued to TVG in respect of the Remaining Settlement Valuation Deadline DatePayment, shall, upon issuance, be deemed “Registrable Securities” under Section 4.06 of the Payor Warrant Issuance Agreement, and the Payee agree such Warrant Issuance Agreement shall be deemed amended hereby, mutatis mutandis, to provide that the Settlement Payment provisions of such Section 4.06 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 Dateapply in all respects to such shares of Youbet Common Stock. (ciii) The Payor must within 30 days after receipt by the Payor and the Payee Exercise Price of the last valuation, pay TVG Warrant shall not be adjusted as a result of any payment of all or a portion of the Settlement Payment to Amount through the Payee in Immediately Available Funds to the Payee’s Bank Account. The Payor shall pay the Independent Valuers’ costs and expensesissuance of shares of Youbet Common Stock.

Settlement Payment. In exchange for the releases set forth in this Settlement Agreement, Kings Canyon agrees to pay a common fund of One Hundred Fifty Thousand Dollars and Zero Cents (a$150,000.00) At any time from the first anniversary of the Completion Date, the Payor may, upon written notice to the Payee (the “Maximum Settlement NoticeAmount” or “MSA”)) in full and complete settlement of this matter, elect to pay as follows: A. The Maximum Settlement Amount shall be deposited with the Settlement Payment Administrator in three (3) installments as follows: (i) Defendant shall make the first installment of $40,000 within fifteen (15) days of Preliminary Approval; (ii) Defendant shall make an additional payment of $55,000 within fifteen (15) days of the date of Final Approval (which, for this purpose, shall be defined as the date on which the Court enters an Order granting Final Approval, or solely in the event that there are any objections to the Payee as full settlement, the filing of an objection being a prerequisite to the filing of an appeal, the later of: (i) the last date on which any appeal might be filed, or (ii) the successful resolution of any appeal(s) – including expiration of any time to seek reconsideration or further review); and final settlement (iii) Defendant shall make the remaining payment of $55,000 within six (6) months of the date of Final Approval. The Settlement Administrator shall disburse Plaintiff’s Class Representative Enhancement Payment, Class Counsel’s litigation costs and expenses, and fifty percent (50%) of Class Counsel’s attorneys’ fees within fifteen (15) days of Final Approval. Disbursement of all amounts payable under this deedother portions of the Maximum Settlement Amount, including the remaining fifty percent (50%) of Class Counsel's attorneys' fees, shall be made within fifteen (15) days of the final installment payment. Upon payment The Settlement Administrator shall hold all portions of the Maximum Settlement Amount in an interest-bearing account for the benefit of the Settlement Payment, Class until the time for disbursement as called for in this deed shall terminate Settlement Agreement. The maximum amount Kings Canyon can be required to pay under this Settlement Agreement for any purpose is the Maximum Settlement Amount with no the sole possible exception being a pro rata increase under the Escalator Clause as further actions required by the parties.described in Section 3.D. (b) B. This is a non-reversionary settlement. The Maximum Settlement Payment shall be calculated as followsAmount includes: (1) Within 30 calendar days of receipt of All payments to 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.Class; (2) Each of the Payor All fees 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 expenses of the Settlement Notice. The Independent Valuers will be instructed to prepare and directly send Administrator associated with the valuation to each administration of the Payor settlement, which are anticipated to be no greater than Four Thousand Nine Hundred Ninety-Five Dollars and the Payee within 60 calendar days of receipt of the instruction Zero Cents (the “Settlement Valuation Deadline Date”$4,995.00). (3) The Payor Up to Five Thousand Dollars and Zero Cents ($5,000.00) for Plaintiff’s Enhancement Payment, subject to Court approval, in recognition of Plaintiff’s general release of claims, contributions to the Lawsuit, and service to the Settlement Class. In the event that the Court reduces or does not approve the requested Enhancement Payment, the Settlement Agreement remains in full force and effect, Plaintiff shall not have the right to revoke the settlement for that reason, and it shall remain binding; (4) Up to one-third of the Maximum Settlement Amount in attorneys’ fees, which is currently estimated to be Forty-Nine Thousand Nine Hundred Fifty Dollars and Zero Cents ($49,950.00), plus up to Ten Thousand Dollars and Zero Cents ($10,000.00) in verified costs and expenses related to the Lawsuit as supported by declaration. In the event that the Court reduces or does not approve Class Counsel’s requested fees and costs, the Settlement Agreement remains in full force and effect, Plaintiff shall not have the right to revoke the settlement for that reason, and it shall remain binding; and (5) Five Thousand Dollars and Zero Cents ($5,000.00) of the Maximum Settlement Amount has been set aside by the Parties as PAGA civil penalties. Per Labor Code § 2699(i), seventy-five percent (75%) of such penalties, or Three Thousand Seven Hundred Fifty Dollars and Zero Cents ($3,750.00) will be payable to the Labor & Workforce Development Agency (“LWDA”), and the Payee agree remaining twenty-five percent (25%), or One Thousand Two Hundred Fifty Dollars and Zero Cents ($1,250.00) will be payable to the Settlement Class as the “PAGA Amount.” C. Defendant’s share of payroll taxes shall be paid by Defendant as part of the Maximum Settlement Amount. For clarity’s sake, the Parties considered Defendant’s share of Defendant’s payroll taxes when setting the Maximum Settlement Amount, and it is the intent of the Parties that the average Third Party Administrator will effectuate payment of Defendant’s share of the valuations prepared by payroll taxes from the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Maximum Settlement 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 DateAmount. (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. Only Settlement Collective/Class Members will receive money in connection with this Settlement. Once the Settlement becomes Final, the Settlement Administrator will calculate Settlement Payments for Collective/Class Members in accordance with the following steps: 1. After the Opt/Out Objection Date, the Settlement Administrator will calculate each Collective/Class Member’s final payment amount using the methodology outlined above, after removing from that calculation the apportionment made above in Section 4.6A to any Collective/ClassMember who timely opts-out of the Settlement. 2. The calculation above in Section 4.6A will also be adjusted based on the Court’s final award of Class Counsel’s attorneys’ fees and expenses, Service Awards, and costs of administration. 3. The Settlement Administrator will partition each Collective/Class Member’s Settlement Payment into two payments to the Collective/Class Member: (a) At any time from the first anniversary one check for 50% of the Completion Date, the Payor may, upon written notice to the Payee (the “Settlement Notice”), elect to pay the Settlement Payment to the Payee as full and final settlement of all amounts payable under this deed. Upon payment of the Collective/Class Member’s Settlement Payment, this deed shall terminate with no further actions representing alleged lost wages, less all deductions required by the parties. law; and (b) The Settlement Payment shall be calculated as follows: (1) Within 30 calendar days of receipt one check for 50% of the Collective/Class Member’s Settlement NoticePayment, 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 representing liquidated damages. For any individual currently employed by EWSO as of the date of Final Approval, any payments shall indicate and include deductions for wage garnishments, child support payments, or tax liens, if any, as set forth in Defendant’s records (if applicable). 4. In performing the calculations for the Settlement Notice; providedPayments, that if the parties cannot mutually agree Settlement Administrator will use the information provided to Class Counsel by Defendant. 5. Plaintiffs, Class Counsel, Released Persons, and Defendant’s Counsel will have no responsibility for, or liability arising from, the two Independent Valuers within 30 calendar days, each Settlement Administrator’s calculations 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 distribution of the Settlement Notice; howeverAmount including, if either party fails to appoint without limitation, the calculation of an Independent Valuer within such time period then the other party shall be entitled to appoint the two Independent Valuersindividual Collective/Class Member’s Settlement Payment. 6. Ten (210) Each of days before 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 Final Approval Hearing, the Settlement Notice. The Independent Valuers Administrator will be instructed certify jointly to prepare Class Counsel and directly send Defendant’s Counsel a list of all Collective/Class Members, indicating for each the valuation total estimated Settlement Payment due to each of the Payor and the Payee within 60 calendar days of receipt of the instruction (the “that individual pursuant to this Settlement Valuation Deadline Date”)Agreement. (37. Nothing in this Settlement Agreement shall require any adjustment to any Collective/Class Member’s accrued benefits under the Beusa Energy 401(k) The Payor and the Payee agree that the average of the valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Settlement 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 DatePlan. (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. 1. Subject to the conditions, representations and warranties set forth herein, Defendant shall pay or cause to be paid into the Escrow Account a total of $3,500,000 (athree million five hundred thousand dollars and no cents) At pursuant to the terms and schedule set forth herein in total and complete resolution of any time from liability owing under this Agreement, whether individually or collectively to Plaintiffs, the first anniversary Settlement Class, Settlement Class Members, Class Counsel or any other person or entity in respect to this Agreement and any matters released by this Agreement (“Settlement Payment” or “Settlement Fund”). No later than thirty (30) days after entry of the Completion DatePreliminary Approval Order, Defendant shall pay or cause to be paid into the Payor may, upon written notice to the Payee Escrow Account $250,000 (two hundred fifty thousand dollars and no cents) (the “Initial Administration Payment”). Defendant shall pay or cause to be paid into the Escrow Account the remainder of the Settlement NoticePayment,$3,250,000 (three million two hundred fifty thousand dollars and no cents) (“Remaining Fund Payment”), elect within thirty (30) days after the Effective Date. In the event the Effective Date does not occur for any reason, Defendant shall be under no obligation to pay make the Settlement Payment to the Payee as full and final settlement of all amounts payable under this deed. Upon payment of the Settlement Remaining Fund Payment, this deed shall terminate with no further actions required by the parties. (b) 2. The Settlement Payment shall be calculated as follows:made by wire transfer to the Escrow Account based on instructions from the Settlement Administrator. (1) Within 30 calendar days 3. Under no circumstances, whether for compensation to Settlement Class Members, attorneys’ fees, expenses, costs of receipt administration or notice of the Settlement, or otherwise, will Defendant or any of the Released Parties owe any obligation to any of the Releasing Parties or any of their counsel, including Class Counsel, or any other person or entity beyond the Settlement Payment of $3,500,000 in respect to this Agreement, the Action or any matter released by this Agreement. No Settlement Class Member shall receive any payment from the Settlement Payment prior to the Effective Date. 4. Plaintiffs and Class Counsel are responsible for submitting to the Court and obtaining approval for an allocation of the Settlement NoticePayment among compensation to Settlement Class Members, the Payor compensation to Plaintiffs, payment to Class Counsel for attorneys’ fees, costs and expenses and the Payee shall mutually appoint two Independent Valuers to determine the current value cost of notice and administration of the Deferred Contingent Payment Amount that has not yet been paid as Settlement. Class Counsel assumes all responsibility of the date any kind regarding any such allocation, including without limitation all responsibility in connection with any disputes of the Settlement Notice; provided, that if the parties cannot mutually agree to the two Independent Valuers within 30 calendar days, each any kind arising out of the Payor such allocation. Defendant and the Payee shall Released Parties will not 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; howeverinvolved in, if either party fails to appoint an Independent Valuer within or responsible for, or face liability in connection with, any such time period then the other party shall be entitled to appoint the two Independent Valuersallocation. (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 Notice5. The Independent Valuers will be instructed to prepare and directly send the valuation to each Court’s determination regarding how much of the Payor and the Payee within 60 calendar days of receipt of the instruction (the “Settlement Valuation Deadline Date”). (3) The Payor and the Payee agree that the average of the valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Settlement 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 allocated to each of (i) compensation to 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. Class Members; (cii) The Payor must within 30 days after receipt by the Payor and the Payee of the last valuation, pay the Settlement Payment compensation to the Payee in Immediately Available Funds to the Payee’s Bank Account. The Payor shall pay the Independent Valuers’ costs and expenses.Plaintiffs;

Settlement Payment. (a) At any time from the first anniversary of the Completion Date, the Payor may, upon written notice Youbet shall pay to the Payee TVG an amount equal to $725,000 (the “Settlement Notice”), elect to pay "SETTLEMENT AMOUNT") as reimbursement for legal fees and expenses incurred by TVG in connection with the Settlement Payment to Chancery Action and the Payee as full and final settlement of all amounts payable under this deedArbitration Proceeding. 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 paid as follows: (1i) 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 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 Settlement Notice; providedname of TVG, that if the parties cannot mutually agree to the two Independent Valuers within 30 calendar days, each evidencing 124,144 shares 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 Independent Valuers will be instructed to prepare and directly send the valuation to each of the Payor and the Payee within 60 calendar days of receipt of the instruction Youbet Common Stock (the “Settlement Valuation Deadline Date”"INITIAL SETTLEMENT PAYMENT"). (3ii) 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 Payor and Remaining Settlement Payment, if any, shall be paid by Youbet to TVG on July 2, 2004 in cash, or, at the Payee agree that 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 valuations prepared by Nasdaq SmallCap Market during the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Settlement 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 twenty trading 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.ending on July 1,

Settlement Payment. (a) At In full settlement of Plaintiffs’ claims for the Class, without admitting any time from liability and only after the first anniversary satisfaction of the Completion Dateconditions 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 Payor maywage payments to Class Members at the 2016 rates required by the appropriate tax agency not at the bonus or supplement wage payment rates, upon written notice 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 made all settlement payments to the Payee Plaintiff Class Members who do not opt out of the settlement; any employer tax contributions owed on the settlement payments to the Plaintiff Class Members, all attorney’s fees and litigation costs and expenses that are awarded by the Court; any service awards awarded by the Court to Plaintiff Xxxxxxxxx Xxxxxxx-Xxxxx; 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 (the “Settlement NoticeAdministration Costs”), elect to pay . In determining the allocation of the Settlement Payment to each Plaintiff Class Member the Payee as full Settlement Administrator, on approval by the Court, and final settlement after calculations of all amounts payable under this deeddistributions 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. Upon payment (See, e.g., Defendant’s records from October 2013 to January 2014 that are the 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, 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 Independent Valuers will be instructed to prepare and directly send the valuation to each of the Payor and the Payee within 60 calendar days of receipt of the instruction (the “Settlement Valuation Deadline Date”). (3) The Payor and the Payee agree that the average of the valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Settlement 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 Other than the Settlement Payment set forth in Paragraph 2, Defendant shall not be the valuation submitted by the Independent Valuer appointed by the other party, liable for and if shall make 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 additional payment to or on behalf of the last valuationPlaintiff Class or to Plaintiffs’ counsel, pay the Settlement Payment including but not limited to the Payee in Immediately Available Funds payments for satisfaction of any taxes, contributions to the Payee’s Bank Account. The Payor shall pay the Independent Valuers’ costs and expensesany 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. In exchange for the releases set forth in this Settlement Agreement, Defendants agree to pay a common fund of Four Hundred Twenty Thousand Dollars and Zero Cents (a$420,000.00) At any time from the first anniversary of the Completion Date, the Payor may, upon written notice to the Payee (the “Maximum Settlement NoticeAmount” or “MSA”) in full and complete settlement of this matter, as follows: A. Within thirty (30) calendar days of the Final Approval (which, for this purpose, shall be defined as the date on which the Court enters an Order granting Final Approval, or solely in the event that there are any objections to the settlement, the filing of an objection being a prerequisite to the filing of an appeal, the later of: (i) the last date on which any appeal might be filed, or (ii) the successful resolution of any appeal(s) – including expiration of any time to seek reconsideration or further review), elect to pay Defendants will deposit the Maximum Settlement Amount and their share of employer’s payroll taxes into a Qualified Settlement Fund account from which the Settlement Payment Administrator will have authority to distribute money within fifteen (15) business days of receipt of the Maximum Settlement Amount. The Settlement Administrator shall disburse its settlement administration fees, Class Representative Incentive Payment, payment to the Payee as full California Labor and final settlement Workforce Development Agency (“LWDA”) for its share of all amounts payable under this deedPAGA civil penalties, Class Counsel’s litigation costs and expenses, and Class Counsel’s attorneys’ fees. B. This is a non-reversionary settlement. Upon payment No portion of the Maximum Settlement Payment, this deed shall terminate with no further actions required by the parties. (b) Amount will return to Defendants. The Maximum Settlement Payment shall be calculated as followsAmount includes: (1) Within 30 calendar days of receipt of All payments to 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.Class; (2) Each of the Payor All fees 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 expenses of the Settlement Notice. The Independent Valuers will be instructed to prepare and directly send Administrator associated with the valuation to each administration of the Payor settlement, which are anticipated to be no greater than Six Thousand Two Hundred Fifty Dollars and the Payee within 60 calendar days of receipt of the instruction Zero Cents (the “Settlement Valuation Deadline Date”$6,250.00). (3) Up to Five Thousand Dollars and Zero Cents ($5,000.00) for a Class Representative Incentive Payment, subject to Court approval. The Payor Class Representative Incentive Payment to Plaintiff is in exchange for the Released Claims, General Release of Plaintiff’s individual claims, and for Plaintiff’s time, effort, and risk in bringing and prosecuting the Lawsuit. Any adjustments made by the Court to the requested Class Representative Incentive Payment shall not be deemed a material modification of this Agreement. In the event that the Court reduces or does not approve the requested Class Representative Incentive Payment, the Settlement Agreement remains in full force and effect, Plaintiff shall not have the right to revoke the Agreement for that reason, and it shall remain binding. Any portion of the requested Class Representative Incentive Payment that is not awarded to Plaintiff, as the Class Representative, shall become part of the Net Settlement Amount and distributed to Participating Class Members as provided in this Agreement; (4) Up to one-third of the Maximum Settlement Amount in attorneys’ fees, which is currently estimated to be One Hundred Forty Thousand Dollars and Zero Cents ($140,000.00), plus up to Twenty Thousand Dollars and Zero Cents ($20,000.00) in verified costs and expenses related to the Lawsuit as supported by declaration. In the event that the Court reduces or does not approve Class Counsel’s requested fees and costs, the Settlement Agreement remains in full force and effect, Plaintiff shall not have the right to revoke the Agreement for that reason, and it shall remain binding. Any portion of the requested fees or costs that is not awarded by the Court to Class Counsel shall become part of the Net Settlement Amount and distributed to Participating Class Members as provided in this Agreement; and (5) Five Thousand Dollars and Zero Cents ($5,000.00) of the Maximum Settlement Amount has been set aside by the Parties as PAGA civil penalties. Per California Labor Code section 2699(i), seventy-five percent (75%) of such penalties, or Three Thousand Seven Hundred Fifty Dollars and Zero Cents ($3,750.00) will be payable to the LWDA, and the Payee agree that the average of the valuations prepared by the Independent Valuers remaining twenty-five percent (25%), or One Thousand Two Hundred Fifty Dollars and Zero Cents ($1,250.00) will determine the amount owing by the Payor be payable to the Payee (Settlement Class as the “PAGA Amount.” C. Defendants’ share of payroll taxes shall be paid by Defendants separately from, and in addition to, the Maximum Settlement Payment”); provided that if a party’s appointed Independent Valuer has not submitted its valuation Amount. Defendants shall provide all information necessary for the Settlement Administrator to calculate necessary payroll taxes including their official names, 8-digit state unemployment insurance tax ID numbers, and other information requested by the Settlement Valuation Deadline DateAdministrator, no later than seven (7) calendar days of 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 Effective 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. (a) At any time from In exchange for the first anniversary of the Completion Datefull consideration described in this Settlement Agreement, the Payor may, upon written notice to the Payee (the “Settlement Notice”), elect to Mar-Jac shall pay the Settlement Payment to the Payee as full 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 United States dollars, and circumstances in existence immediately prior to the date of the Settlement Noticeavailable funds. The Independent Valuers will be instructed to prepare and directly send the valuation to each of the Payor and the Payee within 60 calendar days of receipt of the instruction (the “Settlement Valuation Deadline Date”). (3) The Payor and the Payee agree that the average of the valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Settlement 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 Parties agree that the Settlement Payment Amount is the only amount to be paid by Mar-Jac and shall be inclusive of the valuation submitted Settlement Class recovery amounts, any service awards to Plaintiffs for the work Plaintiffs performed on behalf of the Settlement Class (“Service Awards”) as awarded by the Independent Valuer appointed Court, fees (including attorneys’ fees and any other fees), and costs (including costs related to Class Notice and settlement administration). a. The Settlement Amount shall be paid by Mar-Jac into the Escrow Account for the Settlement Fund established in Section II(E)(1) by wire transfer, pursuant to instructions from the Escrow Agent or Co-Lead Counsel, within thirty (30) calendar days of the Date of Preliminary Approval. b. Each Class Member and each Releasing Party shall look solely to the Net Settlement Fund for full and complete settlement and satisfaction by Mar-Jac and the Released Parties, as provided herein, of all Released Claims and shall not be entitled to any other payment or relief from the Released Parties. c. Except as provided by order of the Court, no member of the Settlement Class shall have any interest in the Settlement Fund or any portion thereof. CIIPPs, members of the Settlement Class, and their counsel will be reimbursed solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and expenses, Service Awards, and the costs of notice of the Settlement Agreement to potential members of the Settlement Class. Mar-Jac and the other Released Parties shall not be liable for any costs, fees, or expenses of any of CIIPPs’ and Co-Lead Counsel’s attorneys, experts, advisors, or representatives, but all such costs and expenses as approved by the other party, and if no Independent Valuer has submitted its valuation by Court shall be paid out of 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 DateFund. (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. 9. At least 15 days prior to the Settlement Approval Hearing, the Settling Defendants and Xxxxxxxx U Consulting Inc. will pay, or cause to be paid, the Settlement Amount to Xxxxx Xxxxxx LLP, in trust, with irrevocable instructions to Xxxxx Xxxxxx LLP to: (a) At any time from hold the first anniversary Settlement Amount in an interest-bearing trust account pending the Settlement Approval Order; (b) if the Settlement is not approved in accordance with the terms of this Settlement Agreement, to continue to hold the Completion DateSettlement Amount or return the Settlement Amount as instructed by the Settling Defendants; and (c) if the Settlement is approved in accordance with the terms of this Settlement Agreement, the Payor may, upon written notice to the Payee (the “Settlement Notice”), elect to pay the Settlement Payment Amount and all accrued interest thereon, to Xxxxxxx Xxxxxxxx LLP in trust within 15 days after the Effective Date of Settlement. The Settling Defendants shall have no responsibility to make any filings relating to the Payee as full trust account and final settlement of all amounts payable under this deedwill have no responsibility to pay tax on any income earned on the Settlement Amount or pay any taxes on the monies in the trust account. 10. Upon payment receiving the Settlement Amount, Class Counsel will deposit those monies into the Settlement Fund. 11. The Settling Defendants’ and Xxxxxxxx U Consulting Inc.’s monetary obligations under the Settlement are limited to those set out in paragraph 9 above. For greater certainty, all expenses and costs of the Settlement, including, without limitation, Class Members’ claims, legal fees, honouraria, administration expenses, taxes, and notice costs, shall be paid out of the Settlement Payment, this deed Amount and the Settling Defendants shall terminate with have no further actions required by the partiesliability in respect of any these or any other expenses or costs. (b) 12. The Settlement Payment Settling Defendants shall be calculated as follows: (1) Within 30 calendar days of receipt of have no legal or beneficial interest in 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 ValuersFund. (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 Independent Valuers will be instructed to prepare and directly send the valuation to each of the Payor and the Payee within 60 calendar days of receipt of the instruction (the “Settlement Valuation Deadline Date”). (3) The Payor and the Payee agree that the average of the valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Settlement 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. (a) At any time from Academy agrees to pay the first anniversary total sum of the Completion Date, the Payor may, upon written notice (and not to the Payee exceed) Nine Hundred Twenty-Five Thousand Dollars ($925,000.00) (the “Total Settlement NoticeAmount”)) 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, elect 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 pay 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 Payee QSF, and the percentage that will be treated as full penalties, liquidated damages, interest, service payments, or other non-wage payments and final settlement of all amounts payable under this deedreported by Form 1099. Upon payment No amount of the Total Settlement Payment, this deed shall terminate 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 no further actions required by the partiesany applicable state unclaimed property office. (b) The Settlement Payment shall be calculated as follows: Plaintiffs’ counsel will, no later than ten (110) Within 30 calendar days of receipt of prior to 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 scheduled date of the final approval hearing, apply for payment of attorney's fees from the Total Settlement Notice; providedAmount in an amount up to thirty-three percent (33%), that if the parties canand for reimbursement of advanced litigation costs and expenses, which Defendant does not mutually agree oppose. Plaintiffs’ counsel will also, no later than ten (10) days prior 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 scheduled date of the Settlement Notice; howeverfinal approval hearing, if either party fails request that the court approve an award of service payments of $7,500 to appoint an Independent Valuer within such time period then named plaintiff Xxxxxxx Xxxxxx, and $1,000 to each class representative of the other party State Classes, which request Defendant does not oppose, subject to approval by any required court. Any service payments awarded shall be entitled in addition to appoint the two Independent Valuers. (2) Each payments that they shall receive as members of the Payor and the Payee FLSA Settlement Collective and, as applicable, State Settlement Classes; 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 Independent Valuers will be instructed to prepare and directly send the valuation to each of the Payor and the Payee within 60 calendar days of receipt of the instruction (the “Settlement Valuation Deadline Date”). (3) The Payor and the Payee agree that the average of the valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Settlement Payment”); provided that if a party’s appointed Independent Valuer has not submitted its valuation distributed by the Settlement Valuation Deadline Date, Administrator in separate checks mailed contemporaneously with the Payor mailing of checks as set forth below; and the Payee agree that the Settlement Payment shall be the valuation submitted by the Independent Valuer appointed by the other party, reported to state 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 Datefederal taxing authorities as non-wage income on IRS Form 1099. (c) The Payor must within 30 days after receipt 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 Payor 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 Payee members of the last valuationState Settlement Classes who do not timely submit a Claim form, pay the in a manner that accounts for non-opt-in State Settlement Payment Class members' additional risks on FLSA claims by not opting in to the Payee 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 Immediately Available Funds whole or in part, deny state law class claims on the Claim as preempted, and/or rule that the running of the statute of limitations on members of the 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 Payee’s Bank Accountapplicable state law claims, as set forth below. The Payor apportionment and allocation of the Net Settlement Amount shall pay the Independent Valuers’ costs and expensesbe as set forth in Section 10 below.

Settlement Payment. a. METROBANK shall, during the term and subject to the terms and conditions of this Agreement, pay to the MERCHANT at such time/s determined by METROBANK from time to time in accordance with the prevailing practice at the relevant time, the total amount of the Credit Card transactions effected with the MERCHANT which have been so submitted less: (ai) At the aggregate Discount Rate on all such Credit Card transactions; (ii) the government taxes; (iii) the aggregate refunds or rebates granted to Cardholders, if applicable; and (iv) all other amounts payable or due to METROBANK under this Agreement or otherwise. b. As applicable, all payments made to the MERCHANT shall be made available to the MERCHANT by check, drawn in favor of the MERCHANT, or credited to the MERCHANT’s account with any branch of the Metropolitan Bank & Trust Company (“MBTC”) or with other banks, subject to METROBANK’s right at its discretion at any time to change the mode of such payment to the MERCHANT. For crediting to the MERCHANT’s account with other banks, the relevant transfer fees and other related charges shall be borne by the MERCHANT. c. All approval codes given to the MERCHANT does not guarantee outright payment. There may be instance/s of fraud and/or disputes that may preclude such payment. If the MERCHANT does not raise any objection to the amount of payment by METROBANK within thirty (30) days after the date METROBANK issues the check or credits the MERCHANT’s account, the MERCHANT shall be deemed to have accepted such amount as correct; Provided that nothing in this Section shall preclude METROBANK from correcting any error or discrepancy in such amount paid. d. Subject to the first anniversary submission of proof to the contrary, any payment by METROBANK under this Agreement, whether or not the MERCHANT has complied with all its obligations under this Agreement, shall be made without prejudice to any claims, rights or remedies that METROBANK may have against the MERCHANT, and shall not constitute any admission or acknowledgment by METROBANK that the MERCHANT has duly performed its obligations under this Agreement or of the Completion Date, the Payor may, upon written notice to the Payee (the “Settlement Notice”), elect to pay the Settlement Payment to the Payee as full and final settlement of all amounts payable under this deed. Upon payment correctness of the Settlement Payment, this deed shall terminate with no further actions required by the partiesamount so paid. (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 Independent Valuers will be instructed to prepare and directly send the valuation to each of the Payor and the Payee within 60 calendar days of receipt of the instruction (the “Settlement Valuation Deadline Date”). (3) The Payor and the Payee agree that the average of the valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Settlement 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. a. Within three business (a3) At days of entry of the Final Judgment and Order, Xxxxx agrees to cause to be paid into the Settlement Fund a total of Six Million Seven Hundred Thousand dollars ($6,700,000) by check or wire transfer into a Qualified Settlement Fund (“QSF”) account to be established by Class Counsel pursuant to the Internal Revenue Code. See 26 C.F.R. 1.468B-1. b. No later than ten (10) business days after the Effective Date, Class counsel shall be paid any time and all attorneys’ fees and expenses awarded by the Court. All such payments to Class Counsel shall be made exclusively from the first anniversary of Settlement Fund. c. No later than ten (10) business days after the Completion Effective Date, the Payor mayNamed Class Representatives shall be paid any Incentive Awards awarded by the Court. Such Incentive Awards are for their efforts on behalf of the Settlement Class, upon written notice and are in addition to any distribution or payment they may receive by virtue of their status as one of the Settlement Class Members. d. No later than thirty (30) business days after the Effective Date, the balance of the Settlement Fund after any Court-approved Fee Award and Incentive Award, i.e. the Net Settlement Amount, shall be disbursed to each Owner(s) providing a Valid Proof of Ownership Form in a manner consistent with the process explained in Section 6(f). i. The Allocation Amount of each Affected Property will be calculated by multiplying the amount of Eligible Concrete at the Affected Property by the Value Per Yard of Eligible Concrete. ii. There will only be one Allocation Amount per Affected Property. If the Proof of Ownership Form is timely and properly submitted to the Payee Settlement Administrator, and then approved by the Settlement Administrator, a check will be issued in the names of all co-owners. e. No payment from the Settlement Fund to Class Counsel, the Named Class Representative, or any Settlement Class Members shall be made until after the Effective Date. The Settlement Administrator will distribute payments to the Class Members who timely submit settlement Proof of Ownership Forms that are approved by the Settlement Administrator in consultation with Class Counsel within thirty (30) days of the “Settlement Notice”)Effective Date. All checks will remain valid for one hundred-fifty (150) days, elect after which they shall become null and void. Any replacement checks that may be issued shall remain valid for only the original 150-day period. Any unclaimed funds shall revert to Argos 180 days after the Effective Date. Xxxxx agrees to timely pay the Settlement Payment Administrator as required. Any dispute between the parties regarding payment to the Payee as full Settlement Administrator will be submitted to 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 resolved by the partiesCourt. (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 Independent Valuers will be instructed to prepare and directly send the valuation to each of the Payor and the Payee within 60 calendar days of receipt of the instruction (the “Settlement Valuation Deadline Date”). (3) The Payor and the Payee agree that the average of the valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Settlement 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. (a) At any time from the first anniversary of the Completion Date, the Payor may, upon written notice to the Payee (the “Settlement Notice”), elect to pay the Settlement Payment to the Payee as full 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 Metal Price Upside Payments that has 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 Deferred Contingent Payment Amount Metal Price upside Payments in light of the facts and circumstances in existence immediately prior to the date of the Settlement Notice. The Independent Valuers will be instructed to prepare and directly send the valuation to each of the Payor and the Payee within 60 calendar days of receipt of the instruction (the “Settlement Valuation Deadline Date”). (3) The Payor and the Payee agree that the average of the valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Settlement 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. (a) At In full settlement of Plaintiffs’ claims for the Class, without admitting any time from liability and only after the first anniversary satisfaction of the Completion Dateconditions 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 Payor mayemployer’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, upon written notice which amount shall be held in trust by the Settlement Administrator to be allocated as described herein. The Settlement Payment is a common fund from which will be made all settlement payments to the Payee Settlement Class members who do not opt out of the settlement; all attorney’s fees and litigation costs and expenses that are awarded by the Court; any service awards awarded by the Court to Plaintiff Xxxx Xxxxx; 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 (the “Settlement NoticeAdministration Costs”), elect to pay . In determining the allocation of the Settlement Payment to each Settlement Class Member the Payee as full Settlement Administrator, on approval by the Court, and final settlement after calculations of all amounts payable under 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 pro rata distribution to each of the Settlement Class Members in consideration of the number of hours worked during each payroll period and the amount and percentage that their gratuities/service charges were reduced by Defendant for allocation to itself or others. (See, e.g., unredacted Exhibit 7 to Plaintiff’s Motion for Certification and all such similar documents utilized by Defendant and affecting Class Members from February 10, 2012 until the date of the preliminary approval of this deedAgreement by the Court). Upon payment 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 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, this deed . Defendant shall terminate pay 50% of the employer’s share of FICA and FUTA taxes and other applicable employer tax contributions and/or payments to taxing entities associated with no further actions the wage payments to Class Members at the rates required by the parties. (b) The appropriate tax agency to the Settlement Payment Class Administrator after the final calculation of settlement payments has been completed. Other than as specifically set forth herein, Defendant shall not be calculated as follows: (1) Within 30 calendar days of receipt liable for and shall make no additional payment to or on behalf of the Settlement NoticeClass or to Plaintiffs’ counsel. Other than as specifically set forth herein Defendant shall not be liable for satisfaction of any taxes, the Payor and the Payee shall mutually appoint two Independent Valuers contributions to determine the current value of the Deferred Contingent Payment Amount that has not yet been paid as of the date of 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 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 ValuersPayment. (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 Independent Valuers will be instructed to prepare and directly send the valuation to each of the Payor and the Payee within 60 calendar days of receipt of the instruction (the “Settlement Valuation Deadline Date”). (3) The Payor and the Payee agree that the average of the valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Settlement 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.