Outstanding Eligible Milestone 2 Options

Outstanding Eligible Milestone 2 Options. Means the total number of outstanding Company Options held by the Participants as of the Closing Date, but excluding any Out-of-the-Money Options that would have an exercise price greater than or equal to the sum of the Cash Amount (as such term is defined in the Merger Agreement), plus any payment per share resulting from Bonus Pool Amount Milestone #1, plus any payment per share resulting from Bonus Pool Amount Milestone #2.