definiens: shall mean all shares of Common Stock issued ( or, pursuant to Section C ( 4)(b ), deemed to be issued ) by the Corporation, other than : ( A ) shares of the Corporation 's capital stock issued upon any conversion of the Preferred Stock ( including, without limitation, any conversion pursuant to Sections C(4)(d ) and ( e ) below ) ; ( B ) shares of the Corporation 's capital stock issued pursuant to bona fide acquisitions, mergers, technology licenses or purchases, corporate partnering, agreements or other similar transactions, in each case unanimously approved by the Board of Directors ; ( C ) 32,993,341 shares of the Corporation 's capital stock ( or related Options ) ( ) issued to employees, officers, directors, consultants, or other persons performing services for the Corporation ( including, but not by way of limitation, distributors and sales representatives ) pursuant to any stock offering, plan, or arrangement approved by the Board of Directors, provided that, the number of Incentive Shares may be increased by the unanimous approval of the Board of Directors ; ( D ) shares ofthe Corporation 's capital stock issued to financial institutions in connection with the extension of credit to the Corporation, to lessors in connection with the lease of equipment or real property or in similar transactions, in each case approved unanimously by the Board of Directors ; ( E ) shares ofthe Corporation 's Common Stock issued in connection with any stock split, stock dividend, or stock combination thereof by the Corporation ; -6- ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED