Fully Diluted

Fully Diluted. Shall mean, with respect to the Common Stock as of a particular time, the total number of outstanding shares of Common Stock as of such time as determined by treating (i) the shares issuable under the Warrants as having been issued and (ii) all outstanding and "in-the-money" and then exercisable Convertible Securities, as having been converted, exercised or exchanged and the shares issuable thereunder as having been issued.

Fully Diluted. The issued and outstanding share capital of the Purchaser or MANUKA, as the case may be, assuming the conversion of all options, warrants and/or any other convertibles into the securities of the respective Party, and including all obligations to grant any equity interest in the Purchaser or MANUKA (as applicable)