definiens: means any and all equity securities of the Company and any securities of the Companyconvertible into, exchangeable for, or exercisable for, such equity securities, and warrants or other rights to acquiresuch Membership Interests . means equity securities of the Company issued in connectionwith : ( i ) a grant to any existing or prospective consultants, employees, officers or directors pursuant to any profitsinterest plan or similar equity - based plans or other compensation agreement, ( ii ) the conversion or exchange of anysecurities of the Company into equity securities of the Company, or the exercise of any warrants or other rights toacquire equity securities of the Company, and ( iii ) any acquisition by the Company of any equity interests, assets, properties, or business of any person, any merger, consolidation, or other business combination involving theCompany ; an equity split, payment of distributions, or any similar recapitalization ; any joint venture, strategicpartnership, licensing arrangement or other similar business ventures for a bona - fide business purpose other thanprimarily for capital raising purposes ; provided, that such transaction shall have been approved by the Board ofDirectors . means the period commencing on the date hereof and ending on the earlier of ( i ) thethird anniversary of this Agreement, and ( ii ) the date on which the Buyer ( together with its affiliate ( as defined in Rule405 promulgated under the 1933 Act ) ) shall hold less than 35 % of the Company ’s total outstanding voting stock