Common use of Voluntary Exercise Clause in Contracts

Voluntary Exercise. This Warrant may be exercised in full or in ------------------ part at any time or from time to time after the seven-year anniversary of the Grant Date (the "Exercise Date") at a per share price of $50.00; provided, however, that this Warrant may be exercised prior to the Exercise Date upon the earlier to occur of the following events: (i) the Holder (alone or in combination with other affiliates of Softbank Holding Ltd.) expends an aggregate of $3,000,000 to develop, promote and market compliant electronic clearinghouse technology and services using the Company's technology pursuant to the Technology Development and License Agreement dated as of the date hereof (the "Technology License") whereby such development, promotion or marketing activity is specifically directed toward clearinghouse transactions involving the original equipment manufacturer ("OEM") and independent software vendor ("ISV") markets, and such aggregate amount is expended by the Holder within twenty-four (24) months of the date the Company provides its SDK 1.0 product to the Holder under the Technology License; or (ii) the Holder executes agreements with ten (10) of its largest thirty (30) ISV and/or OEM customers (measured, consistent with the Holder's practices, according to the Holder's revenue generated by such customers) to incorporate capabilities that enable DigiBox creation and use within software programs produced by such customers (and wherein such agreements can be publicly announced by the Holder and the Company) (each of (i) and (ii) of this Paragraph 1 being referred to herein as an "Early Exercise Event"). Upon the occurrence of an Early Exercise Event, this Warrant shall be exercisable (a) at a price per share of $12.86 (subject to adjustment provided herein), and (b) for a period of 24 months after the later of (x) the Early Exercise Event or (y) the consummation by the Company of an IPO (as hereinafter defined) after which time this Warrant shall terminate and be of no further force and effect. Notwithstanding the foregoing, Holder's right to exercise this Warrant at the Warrant Price of $12.86 is subject to Holder's continued commitment to the exploitation of the InterTrust Technology, by Holder: (i) performing clearing services primarily for transactions related to and/or derived from use of SSG Products (as defined in the Technology License) or performed pursuant to the Clearinghouse Function license granted in the Technology License; and (ii) refraining from: (a) developing, promoting, or acquiring any technology directly competitive with InterTrust Special Advanced Technologies or InterTrust Secure Container technology (as such terms are defined in Exhibit F and Article 1, respectively, of the Technology License) (the "Competitive Technology"); and (b) licensing Competitive Technology, other than as necessary for clearing transactions (collectively the "InterTrust Commitment").