definiens: means an amount, in cash, equal to : ( a ) ( i ) the Up - Front Payment, ( ii ) minus any amountspaid or payable pursuant to Section 2.6(a ) of this Agreement, ( iii ) plus the aggregate exercise price in respect of alloutstanding Company Warrants outstanding immediately prior to the Effective Time, ( iv ) plus the aggregate exercise price inrespect of all Company Options outstanding immediately prior to the Effective Time and ( v ) plus $ 168,052 ; ( b ) divided by thesum of ( i ) the aggregate number of shares of Company Capital Stock issued and outstanding immediately prior to theEffective Time ( including all shares of Company Capital Stock that constitute, and have never lost their status as, DissentingShares ), ( ii ) the aggregate number of shares of Company Capital Stock subject to all outstanding Company Warrantsimmediately prior to the Effective Time, ( iii ) the aggregate number of shares of Company Capital Stock subject to alloutstanding Company Options immediately prior to the Effective Time and ( iv ) the aggregate number of Units which havebeen awarded as of immediately prior to the Effective Time, in each case, with all Company Preferred Shares being measuredon an as - converted basis, as applicable