Fully Diluted Capitalization

Fully Diluted Capitalization. Means the sum of the total number of issued and outstanding shares of Common Stock (assuming the full conversion and exercise of all convertible and/or exercisable securities of the Issuer without regard to any vesting or limitations or restrictions on conversion or exercise) after giving effect to consummation of the transactions contemplated by this Subscription Agreement, including the issuance or deemed issuance of the Common Shares, the Preferred Shares and the Conversion Shares.

Fully Diluted Capitalization. The sum of the total number of issued and outstanding shares of Common Stock (assuming the full conversion and exercise of all convertible and/or exercisable securities of the Company without regard to any vesting or limitations or restrictions on conversion or exercise) after giving effect to consummation of the transactions contemplated by (i) that certain Securities Purchase Agreement, dated as of July 29, 2025, by and among the Company and the Investors identified therein, including the... issuance or deemed issuance of the Shares, Pre-Funded Warrants, the Initial Warrants, the Subsequent Warrants (including this Warrant) and the Management Equity Grants (in each case as defined therein), and (ii) that certain Convertible Debenture Purchase Agreement, dated as of the Original Issue Date, by and among the Company and the Investors identified therein (the "Convertible Debenture Purchase Agreement"), including the issuance or deemed issuance of the Convertible Debenture (as defined in the Convertible Debenture Purchase Agreement, plus, the total number of shares reserved and available for issuance pursuant to any Company stock option, equity incentive or similar plan. View More

Fully Diluted Capitalization. Means the sum of the total number of issued and outstanding shares of Common Stock (assuming the full conversion and exercise of all convertible and/or exercisable securities of the Company without regard to any vesting or limitations or restrictions on conversion or exercise) after giving effect to consummation of the transactions contemplated by that certain Securities Purchase Agreement, dated as of the Original Issue Date, by and among the Company and the Investors identified therein (the... "Securities Purchase Agreement"), including the issuance or deemed issuance of the Shares, Pre-Funded Warrants, the Strategic Advisor Warrants (including this Warrant) and the Management Equity Grants (in each case as defined therein), plus, the total number of shares reserved and available for issuance pursuant to any Company stock option, equity incentive or similar plan. 2 "Group" shall have the meaning ascribed to it in Section 13(d) of the Exchange Act, and all related rules, regulations and jurisprudence. View More

Fully Diluted Capitalization. Means, at the time of calculation, the sum of (i) the aggregate number of shares of Common Stock, and any shares of Common Stock issuable upon conversion of the Company's preferred stock, then issued and outstanding, plus (ii) any shares of Common Stock, or any shares of Common Stock issuable upon conversion of the Company's preferred stock, underlying any outstanding options, warrants or other securities then convertible into or exercisable for such shares, plus (iii) the aggregate... number of shares of Common Stock then included in the Share Reserve (to the extent not included in the foregoing clauses (i) or (ii)) provided, however, that solely for the purposes of determining the Fully Diluted Capitalization in connection with a Sale Event, the Share Reserve shall be deemed to equal solely such shares included in the foregoing (i) and (ii), and not any shares reserved for future issuance, provided further, that the application of the immediately preceding proviso shall not at any time reduce Stockholder's Fully-Diluted Percentage (determined without regard to the immediately preceding proviso) to below the Target Fully-Diluted Percentage. View More

Fully Diluted Capitalization. Means the number of issued and outstanding units or shares of Common Equity, calculated on an as-converted basis, assuming the conversion or exercise of all of the Company's outstanding convertible or exercisable securities, including shares of convertible Preferred Equity and all outstanding vested or unvested options or warrants to purchase Common Equity, including any convertible securities such as options or warrants to purchase Common Equity to be issued or granted in connection with any... transaction triggering a conversion pursuant to Section 4, but excluding the units or shares of Common Equity issuable upon conversion of any convertible promissory notes of the Company (including the Notes). View More

Fully Diluted Capitalization. The number of outstanding shares of Common Stock, assuming conversion of all outstanding securities convertible into shares of Common Stock and exercise of all outstanding options and warrants to purchase shares of Common Stock or other outstanding securities convertible into shares of Common Stock, but excluding, for this purpose, (i) the conversion of any Notes (whether or not such Notes have actually been converted), (ii) the exercise of any Warrants (whether or not such Warrants have... actually been exercised), (iii) the exercise of any warrants issued to the Placement Agent (as defined in the Subscription Agreement) or any other placement agent or underwriter in connection with securities offered pursuant to the Subscription Booklet or in the Qualified Financing or the Qualified Event, as applicable), and (iv) any securities issued in connection with the Qualified Financing or the Qualified Event, as applicable (including, without limitation, pursuant to any equity incentive plans); provided that in the case of a Qualified Financing or the Qualified Event, as applicable, "Fully Diluted Capitalization" also shall exclude the shares of Common Stock that are issued or reserved for issuance under the Company's existing or future equity incentive plans or any equity incentive plans to be adopted in connection with the offering of the Notes or the Qualified Financing or the Qualified Event, as applicable, as the case may be. View More

Fully Diluted Capitalization. The number of issued and outstanding shares of the Company's capital stock, assuming the conversion or exercise of all of the Company's outstanding convertible or exercisable securities, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase the Company's capital stock

Fully Diluted Capitalization. Shall mean the number of shares of Common Stock then outstanding, assuming, without duplication, the exercise and conversion into Common Stock of all outstanding options, warrants and any other securities (including convertible preferred stock) or instruments of the Company that are convertible into Common Stock, but excluding this Warrant and any shares owned or held by or for the account of the Company or any of its subsidiaries.

Fully Diluted Capitalization. Shall mean, as of immediately prior to automatic conversion of this Note, the sum of (i) the outstanding shares of common stock of the Company; (ii) the shares of common stock of the Company directly or indirectly issuable upon conversion or exchange of all outstanding securities directly or indirectly convertible into or exchangeable for common stock of the Company and the exercise of all outstanding options and warrants; and (iii) except for conversion in connection with a Change of Control,... the shares of common stock of the Company reserved, but neither issued nor the subject of outstanding awards, under any equity incentive or similar plan of the Company; provided that Fully Diluted Capitalization shall not include (i) the Notes and the securities directly or indirectly issuable upon conversion or exchange of the Notes, (ii) other outstanding convertible promissory notes and any related warrants and the securities directly or indirectly issuable upon conversion or exchange of such other outstanding convertible promissory notes and the exercise of any such related warrants, or (iii) in any automatic conversion or any voluntary conversion relating to a financing, any securities issued in the financing, any shares of common stock of the Company directly or indirectly issuable upon conversion, exchange or exercise of such securities and any increase in the number of shares reserved for issuance under the Company's equity incentive or similar plans or arrangements in connection with the financing. View More