TOTAL CAPITALIZATION NUMBER definition

TOTAL CAPITALIZATION NUMBER shall equal the sum of (1) the total number of shares of Navius Common Stock issued and outstanding as of the Effective Time, plus (2) the total number of shares of Navius Preferred Stock issued and outstanding as of the Effective Time, plus (3) the total number of shares of Navius Common Stock issuable upon exercise of all Navius Options (as defined below) issued and outstanding under the F Plan (as defined below) as of the Effective Time, plus (4) the total number of shares of Navius Common Stock issuable upon exercise of all Navius Options issued and outstanding under the O Plan (as defined below) which are both (A) issued and outstanding as of the Effective Time and (B) vested in accordance with the terms of the O Plan as of the Effective Time.