definiens: shall mean all shares of Common Stock issued ( or, pursuant to Subsection 4.4.3 below, deemed to be issued ) by the Corporation after the Series E Original Issue Date, other than ( 1 ) the following shares of Common Stock and ( 2 ) shares of Common Stock deemed issued pursuant to thefollowing Options and Convertible Securities ( clauses ( 1 ) and ( 2 ), collectively, ): ( i)Shares of Common Stock, Options or Convertible Securities issued by reason of adividend, stock split, split - up or other distribution on shares of Common Stock that iscovered by Sections 4.5, 4.6, 4.7 or 4.8 ; ( ii)Common Stock issued upon conversion of Preferred Stock ; ( iii)13,174,545 shares of Common Stock ( or Options with respect thereto ) ( subject in eithercase to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar 15 recapitalization with respect to such shares ) issued or issuable to employees ordirectors of, or consultants to, the Corporation under the Corporation ’s 2009 StockIncentive Plan ( it being understood that that any shares of Common Stock ( i ) notissued pursuant to rights, agreements, option or warrants ( ) as aresult of the termination of such Unexercised Options or ( ii ) reacquired by theCorporation from employees, directors or consultants at no more than cost pursuant toagreements that permit the Corporation to repurchase such shares upon termination ofservices to the Corporation shall not be counted toward such maximum number unlessand until such shares are regranted as shares of Common Stock and/or options, warrants or other Common Stock purchase rights ) ; ( iv)shares of Common Stock or Convertible Securities issued or issuable upon conversionor exchange of any Convertible Securities or exercise of any Options outstanding onthe Series E Original Issue Date, in each case provided such issuance is pursuant tothe terms of such Option or Convertible Security ; ( v)shares of Common Stock, Options or Convertible Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant toa debt financing, equipment leasing or real property leasing transaction approved by theBoard of Directors of the Corporation, that do not exceed an aggregate of 2 % of theshares of Common Stock outstanding immediately prior to such issuance ( treating forthis purpose as outstanding all shares of Common Stock issuable upon exercise ofOptions outstanding immediately prior to such issue ( whether or not vested ) or uponconversion or exchange of Convertible Securities ( including the Preferred Stock)outstanding ( assuming exercise of any outstanding Options therefor ) immediately priorto such issue ) ; and ( vi)shares of Common Stock, Options or Convertible Securities issued in connection withsponsored research, collaboration, technology license, development, OEM, marketingor other similar 16 agreements or strategic partnerships, that are primarily of a non - equity financing nature, approved by the Board of Directors of the Corporation, that do not exceed an aggregateof 2 % of the shares of Common Stock outstanding immediately prior to such issuance(treating for this purpose as outstanding all shares of Common Stock issuable uponexercise of Options outstanding immediately prior to such issue ( whether or not vested)or upon conversion or exchange of Convertible Securities ( including the PreferredStock ) outstanding ( assuming exercise of any outstanding Options therefor)immediately prior to such issue )