definiens: For purposes of this Section 4.1(k ), shall mean the total number of issued andoutstanding shares of the COMPANY ’s Common Stock calculated to include conversion of all issued and outstandingsecurities convertible into Common Stock, the exercise of all outstanding options and warrants to purchase shares ofCommon Stock, whether or not then exercisable, and the conversion or exercise of all rights to purchase or acquireCommon Stock, whether or not then convertible or exercisable . Notwithstanding the foregoing, for purposes ofcalculating the COMPANY ’s issued and outstanding Fully Diluted Common Stock, all Convertible Notes issued priorto the close of the COMPANY ’s initial equity financing shall be excluded until the date of their conversion, at whichtime sufficient shares will be issued by COMPANY to the Shareholders to maintain their aggregate ownership at ThreePercent ( 3 % ) as described in this Section