definiens: shall mean any capital stock of the Company, whether now authorized or not, and any rights, options or warrants to purchase said capital stock, and securities of any type whatsoever that are, or may become, convertible into said capital stock ; provided that New Securities does not include ( i ) the Shares, ( ii ) Common Stock issued upon conversion of the Company 's Preferred Stock, ( iii ) securities offered pursuant to a registration statement filed under the Act, ( iv ) securities issued pursuant to a merger, consolidation, strategic alliance, acquisition or similar business combination, ( v ) securities issued or issuable to officers, directors, employees, advisors, consultants or service providers ofthe Company pursuant to any plan or arrangement approved by the Board of Directors of the Company, ( vi ) securities issued pursuant to agreements to license technology and/or provide sponsored research approved by the Board of Directors ofthe Company ( vii ) securities issued in connection with equipment leasing or equipment financing, real property leasing or loan arrangement or debt financing from a bank or similar financial or lending institution arrangements approved by the Board of Directors of the Company, ( viii ) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company and ( ix ) securities issued in connection with strategic transactions involving the Company and other entities, including ( a ) joint ventures, manufacturing, marketing or distribution arrangement or ( b ) technology transfer or development arrangements