definiens: means an amount equal to the sum of, without duplication, ( a ) the total number of shares ofCompany Common Stock outstanding immediately prior to the Closing, plus ( b ) the total number of shares of CompanyCommon Stock issuable upon exercise of Company Options that are issued and outstanding as of immediately prior to theClosing and to the extent vested immediately prior to the Closing, plus ( c ) the total number of shares of Company CommonStock issuable upon exercise of the Company Warrants, if any such shares are outstanding immediately prior to the Closing(to the extent such Warrants are exercised or Warrant Consideration is payable with respect thereto ), plus ( d ) the total numberof shares of Agreement and Plan of Merger — Page 7Common Stock issuable upon conversion of the total number of shares of Series A Preferred Stock outstanding immediatelyprior to the Closing . Notwithstanding anything to the contrary set forth herein, the calculation of Fully Diluted Number shallnot include any shares of Company Capital Stock held by the Company in treasury