The Option Closing. On the terms and subject to the conditions set forth in this Agreement, at the closing of the Option exercise (the “Option Closing”), the Purchaser will acquire the Option Units from the Company in exchange for the Option Payment Amount, payable in immediately available funds. The “Option Payment Amount” shall be an amount equal to 3.5 times Adjusted 2025 Revenue. “Adjusted 2025 Revenue” shall be the total revenue of the Company as reported in the books of the Company for the fiscal year ended December 31, 2025, adjusted to give pro rated credit for any annual Contract entered into after January 1, 2025, as determined by those holders of Class A Units who were holders immediately prior to the date hereof, acting in good faith. For illustrative purposes only, if an annual Contract is entered into on July 1, 2025, which requires payment of $100,000 for the succeeding 12-month period, six months of such revenue, or $50,000, shall be added to the 2025 revenue amount.
Appears in 2 contracts
Sources: Membership Interest Subscription and Option Agreement (KingsCrowd, Inc.), Membership Interest Subscription and Option Agreement (KingsCrowd, Inc.)