definiens: means ( i ) any shares of Common Stock acquired pursuant to the PurchaseAgreement, including, without limitation, the Purchaser ’s Option and Conditional Option ( each as defined in the PurchaseAgreement ) contemplated thereby, and ( ii ) any shares of Common Stock issued or issuable in respect of the securities referredto in clause ( i ) above upon any stock split, stock dividend, recapitalization, consolidation, merger, spin - off, split - off or similarevent ; excluding in all cases, however, any Registrable Securities that ( a ) have been sold, exchanged or otherwise transferredby a holder thereof pursuant to an effective Registration Statement, ( b ) that are eligible to be sold, exchanged or otherwisetransferred without compliance with the registration requirements of Rule 144 ( including, without limitation, Rule 144(k))promulgated under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulationhereafter adopted by the Commission, and ( c ) Registrable Securities sold by a Person in a transaction ( including a transactionpursuant to a Registration Statement under this Agreement and a transaction pursuant to Rule 144 promulgated under -2- the Securities Act ) in which registration rights are not transferred pursuant to Section 10 hereof