Direct Contribution from Sales

Direct Contribution from Sales. Means the aggregate Marketing Commissions for the operative Fiscal Year, less the aggregate amount of cost of revenues and program expenses (but excluding general and administrative expenses) during the operative Fiscal Year attributable to the sale of Gift Cards in the [***] Stores pursuant to the Alliance Partner Agreement, all as determined in accordance with U.S. GAAP, consistently applied, by the independent auditors of the Company.