definiens: means Registrab le Securities consisting of Common Stock is suable or issued upon conversion or e xercise of shares of Senior Preferred Stock or New Securities ; ( c ) By adding a new subsection to the end of such section, which will be and read as follows : New Securities " means that certain ( i ) fiv e year senior convertible promissory note issued to Celgene in the principal amoun t of $ 12,000,000, convertible into shares of Common Stock at an initial conversion pric e of $ 2.75 per share, ( ii ) five year warra nt issued to Celgene to purchase 1,454, 545 shares of Common Stock at an initial exer cise price of $ 2.75 per share, ( iii ) fi ve year convertible promissory note issued to Penn Pharmaceuticals Holdings Limited ( together with its permit ted successors and assigns, ) in the principal amount of $ 2,000,000, con vertible into shares of Common Stock at an initial conversion price of $ 2.75 per sh are, ( iv ) five year warrant issued to Penn to purchase 242,424 shares of Common Stock at an initial exercise price of $ 2.75 per share and ( v ) any and all continuations, extensions, modifications, refinancings, r eplacements and renewals thereof . " 2