FULLY DILUTED OUTSTANDING COMMON STOCK

FULLY DILUTED OUTSTANDING COMMON STOCK. Means the sum of (a) the number of shares of Common Stock actually outstanding on the Subsequent Closing Date (or, if the Subsequent Closing is not consummated, the Initial Closing Date), as determined immediately prior to the consummation of the transactions contemplated by the Asset Purchase Agreement, (b) the number of Merger Agreement Shares, (c) the number of Option Shares and (d) the number of Asset Purchase Agreement Shares.