definiens: means the highest per share exercise price at which the Common Per Share MergerConsideration or the Preferred Per Share Merger Consideration with respect to a share of Series D Preferred Stock, as applicable, wouldexceed such highest per share exercise price assuming that ( a ) all vested Options and all vested Warrants ( i ) with a per share exercise priceequal to or less than such highest per share exercise price are included in the Fully Diluted Shares and ( ii ) with a per share exercise pricegreater than such highest per share exercise price are excluded from the Fully Diluted Shares and ( b ) the sum of the exercise prices of allvested Options and Warrants ( i ) with a per share exercise price equal to or less than such highest per share exercise price were included inthe Aggregate Exercise Price and ( ii ) with a per share exercise price greater than such highest per share exercise price were excluded fromthe Aggregate Exercise Price