definiens: means all of the following : ( a ) shares of Common Stock, Options or Convertible Securities issued as a dividend or distribution onCommon Stock ; ( b ) shares of Series A Preferred Stock and Warrants issued pursuant to the Purchase Agreement ; ( c ) shares of Series B Common Stock issued pursuant to the Series B Common Stock PurchaseAgreement ; ( d ) shares of Series A Preferred Stock and Series A-1 Preferred Stock issued pursuant to the conversionof bridge loans to the Company pursuant to the Purchase Agreement ; ( e ) shares of Series B Common Stock issued pursuant to the conversion of shares of Series A PreferredStock or the exercise of the Warrants issued pursuant to the Purchase Agreement ; ( f ) shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stocksplit, split - up or other distribution on shares of Common Stock, including any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Common Stock is converted into orexchanged for securities, cash or other property ; ( g ) shares of Common Stock or Options issued to employees or directors of, or consultants or advisorsto, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board ; A-1 ( h ) shares of Common Stock or Convertible Securities actually issued upon the exercise of Options orshares of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each caseprovided such issuance is pursuant to the terms of such Option or Convertible Security ; ( i ) shares of Common Stock, Options or Convertible Securities issued to banks, equipment lessors orother financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or realproperty leasing transaction approved by the Board ; ( j ) shares of Common Stock, Options or Convertible Securities issued to suppliers or third - partyservice providers in connection with the provision of goods or services pursuant to transactions approved by theBoard ; ( k ) shares of Common Stock, Options or Convertible Securities issued pursuant to the acquisition ofanother corporation by the Company by merger, purchase of substantially all of the assets or other reorganization orjoint venture agreement, provided, that such issuances of substantially all of the assets or other reorganization or to ajoint venture agreement, provided, that such issuances are approved by the Board ; and ( l ) shares of Common Stock, Options or Convertible Securities issued in connection with sponsoredresearch, collaboration, technology license, development, OEM, marketing or other similar agreements or strategicpartnerships approved by the Board