definiens: Asswm : d Per ConUDen Shars Closing Consideration " mean$, with respect to any Company Option, the amount equal to ( a ) ( i ) the Closing Datc M ~ rger Consideration, plus ( ii ) the Exercise Amount ( including, for purposes of this definition, only the Ilwegate proceeds that would be received by the Company upon exereise of such Company Option in full ), minus ( iii ) the sum of tile Series C, I Liqnidation Preference, the Series C,2 Liquidation I'reference, the Series C,3 Liquidation Preference, the Series B Liquidotion Preference, the Series A Liqnidation Preference, the aggregate Series A Preferred Warrant Payment, the Rights Preference and the Escrow Amount, djyjdcd by ( b ) the number of Fully Diluted Shares ( including, for purposes of this definition, only the aggregate number of sharss of Company Common Stock issuable upon the exercise of such Company Option in full in the total number of Fully Diluted Shares )