Adjusted Referred Revenue

Adjusted Referred Revenue. Shall be determined in good faith by the Company based on the following formula: 1) 2.5 times Referred Revenue actually delivered during the twelve-month period commencing on the Date of Issuance ('Year 1'); 2) 2.0 times Referred Revenue actually delivered during the twelve-month period commencing on the first anniversary of the Date of Issuance ('Year 2'); and 3) 1.5 times Referred Revenue actually delivered during the twelve-month period commencing on the second anniversary of the Date of... Issuance ('Year 3'). provided that, a particular year's Referred Revenue will adjust (i.e. be reduced) for purposes of the Adjusted Referred Revenue calculation for credit given to any prior year's Referred Revenue such that only the incremental Referred Revenue actually delivered in a particular year above the Referred Revenue actually delivered in any prior year counts toward the Adjusted Referred Revenue for such year. By way of examples: (A) if Referred Revenue actually delivered in Year 1 is $1,000,000, Referred Revenue actually delivered in Year 2 is $1,500,000 and Referred Revenue actually delivered in Year 3 is $1,750,000, then the Adjusted Referred Revenue at the end of Year 3 shall, according to the formula above, equal the sum of (1) 2.5 * 1,000,000 and (2) 2.0 * 500,000 and (3) 1.5 * 250,000, totaling $3,875,000—and this Warrant shall be exercisable for up to 2,952,563 Exercise Shares; and (B) if Referred Revenue actually delivered in Year 1 is $1,500,000, Referred Revenue actually delivered in Year 2 is $1,000,000 and Referred Revenue actually delivered in Year 3 is $1,600,000, then the Adjusted Referred Revenue at the end of Year 3 shall, according to the formula above, equal the sum of (1) 2.5 * 1,500,000 and (2) 2.0 * 0 and (3) 1.5 * 100,000, totaling $3,900,000—and this Warrant shall be exercisable for up to 2,971,611 Exercise Shares. View More