definiens: shall mean that the total number of issued and outstanding shares of the [COMPANY] ’ common stock shall be calculated to includ e conversion of all issued and outstanding securities then convertible into common stock, the exercise of all then outstanding options and warrants to purchase shares of common stock, whether or not then exercisable, and shall assume the issuance or grant of all securities reserved for issuance pursuant to any [COMPANY] stock or stock option plan in effect on the date of the calculation . The Shares shall vest in equal monthly installments over a two ( 2 ) year period beginning on the Effective Date, pursuant to the terms of the Stock Grant Agreement . The Stock Grant Agreement shall permit [COMPANY] to repurchase any unvested Shares upon a termination of this Agreement in the entirety by [COMPANY] due to an uncured material breach by [COMPANY] . In addition, upon request, L onza shall enter into a voting agreement and right of first refusal and co -sale agreement to the same extent that any other owner of common stock of [COMPANY] has entered into such agreements as of the Effective Date, provided, however, that [COMPANY] shall not b e required under the terms of such agreements in relation to the Shares to agree to modify or amend the terms of this Agreement . The proviso in the immediately preceding sentence shall control over any provision of any such agreements in relation to the S hares that conflicts with such proviso ( but only to the extent of such conflict )