Milestone Requirement

Milestone Requirement. Shall be satisfied, and Holder will obtain a right to purchase the Warrant Shares, if the Company Collects royalty payments during the Performance Period for at least thirty-five (35) million units containing the Self-Protecting Digital Content (i.e., either discs or online downloads) technology (the "SPDC Technology") the Company acquires from Holder through the Asset Purchase Agreement. For purposes of clarity, unit royalties Collected by the Company during the Performance Period from... contracts assigned by Holder to the Company pursuant to the Asset Purchase Agreement shall be included in determining whether the Milestone Requirement is satisfied, as long as the per unit royalty payments equal or exceed the per unit royalty fees set forth in Holder's existing agreement with Fox. View More

Milestone Requirement. Shall be satisfied, and Holder will obtain a right to purchase the Warrant Shares, if the Company signs Qualifying Commercial Agreements (as defined below) during the Performance Period with any three of the following motion picture studios: Universal Studios, Warner Brothers, Sony Pictures, Paramount, Disney or Lionsgate (the "Listed Studios"). A "Qualifying Commercial Agreement" shall mean a contract (i) that has a stated term of no less than twelve (12) months and (ii) that provides... for such Listed Studio to utilize the BD+ technology the Company acquires from Holder through the Asset Purchase Agreement (the "Acquired Asset"). A contract with a third party, including, without limitation, a disc replicator or authoring house, shall be deemed to be a Qualifying Commercial Agreement if the contract with the third party enables the content of a Listed Studio to utilize the Acquired Asset and would be a Qualifying Commercial Agreement if signed directly with the Listed Studio. For avoidance of doubt, a limited-duration, or limited-title, test or beta agreement with one of the Listed Studios or a third party is not a Qualifying Commercial Agreement. Holder acknowledges and agrees that the Company retains absolute discretion to evaluate the terms of any potential agreement and to determine whether or not to enter into any agreement with respect to the Acquired Asset. Holder agrees that the Company shall have no liability to Holder under the terms of this Warrant for its decision, if any, not to enter into an agreement or any decision regarding the terms and conditions of an agreement with respect to the Acquired Asset. View More