definiens: shall mean any shares of Co mmon Stock issued ( or deemed to have been issued pursuant to subsection 4.2.4(d)(i ) ( E ) by this Corporation other than the following : ( A ) Common Stock issued pursuant to a transaction d escribed in subsection 4.2.4(d)(iii ) hereof ; ( B ) Common Stock reserved for issuances to director s, officers, employees and consultants of the Corporation pursuant to arrangem ents, contracts or plans approved by the Board of D irectors ; ( C ) Common Stock issued upon conversion of shares o f Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Pref erred Stock, provided that in each case such shares of Pr eferred Stock were originally issued at the Origina l Issuance Price applicable to such series of Preferred Stock ; ( D ) Common Stock issued or issuable in a public off ering ; ( E ) Common Stock issued or issuable to financial in stitutions or lessors in connection with commercial credit arrangements, equ ipment financings, real property leasing transactio ns or similar transactions, as approved by the Board of D irectors, including the vote of the directors elect ed by the holders of Series C Preferred Stock, Series D Prefe rred Stock and Series D-1 Preferred Stock ; ( F ) Common Stock issued pursuant to options, warran ts, notes, or other rights to acquire securities of the Corporation outstanding a s of the effectiveness of this Restated Certificate ; -12- ( G ) Common Stock issued or issuable upon the exerci se of warrants issued pursuant to that certain Series D-1 Preferred Stock Convertible Promissory Note Purchase Agreement dat ed of even date herewith ; or ( H ) Any shares that the holders of a majority of th e then outstanding shares of Preferred Stock for which the issuance of Additiona l Stock would otherwise result in an adjustment to the conversion price thereof, voting together as a sing le class on an as - converted to Common Stock basis, agree that such shares shall not constitute Additional Stock