definiens: means, subject to the requirement to obtain the prior consent of the Holderpursuant to Section 4(b ), to the extent such requirement exists, the issuance of ( a ) shares of CommonStock or options to purchase Common Stock to employees,2consultants, officers or directors of the Corporation pursuant to any stock or option plan existing on the datehereof and disclosed in the Company Disclosure Schedules or duly adopted by a majority of theindependent members of the Board of Directors or a majority of a committee of independent members ofthe Board of Directors established for such purpose, ( b ) securities upon the exercise or exchange of orconversion of any securities of the Corporation outstanding on the date hereof and disclosed in theCompany Disclosure Schedules, including the Existing Preferred Stock, pursuant to the terms thereof, provided that such securities have not been amended since the date of this Agreement to increase thenumber of securities or to decrease the exercise, exchange or conversion price of any such securities, exceptfor adjustments required by the terms thereof ( c ) up to a maximum of 2,000,000 shares of Common Stockor Common Stock Equivalents in any rolling 12 month period issued to consultants, vendors, financialinstitutions or lessors in connection with services provided by such Persons referred to in this clause ( c ), butshall not include a transaction in which the Corporation is issuing securities primarily for the purpose ofraising capital or to an entity whose primary business is investing in securities, and provided that none ofsuch shares may be registered for sale or resale by any such holders, and provided further that issuancesdescribed in this clause ( c ) are approved by a majority of the independent members of the Board ofDirectors, ( d ) securities as a dividend or distribution on any of the Securities issued pursuant to the StrategicAgreement, ( e ) shares of Common Stock upon the exercise of the Conversion Warrants and ( f ) securities inconnection with any stock split, stock dividend or recapitalization of the Common Stock