definiens: shall mean all shares of Common Stock issued ( or, pursuant to Section 1(b ) below, deemed to be issued ) by the COMPANY after the Threshold Date, other th an ( 1 ) the following shares of Common Stock and ( 2 ) sh ares of Common Stock deemed issued pursuant to the following Options and Convertible Securities ( claus es ( 1 ) and ( 2 ), collectively, ): ( A ) shares of Common Stock issued pursuant to the terms of this Section 1 ; ( B ) shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stock split, split - up or other distributi on on all then outstanding shares of Common Stock ; ( C ) shares of Common Stock or Convertible Securiti es actually issued upon the exercise of Options or shares of Common Stock actua lly issued upon the conversion or exchange of Conve rtible Securities, in each case provided such issuance is pursuant to the terms of such Option or Convertible Security ; ( D ) shares of Common Stock, Options or Convertible Securities issued as a dividend or distribution on any series of Preferred Stock of the COMPANY ; ( E ) shares of Common Stock or Options issued to em ployees or directors of, or consultants or advisors to, the COMPANY or any of i ts subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of t he COMPANY ; ( F ) shares of Common Stock, Options or Convertible Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt fin ancing, equipment leasing or real property leasing transact ion approved by the Board of Directors of the COMPA NY ; ( G ) shares of Common Stock, Options or Convertible Securities issued to suppliers or third party service providers as consideration f or the provision of goods or services pursuant to t ransactions approved by the Board of Directors of the COMPANY ; ( H ) shares of Common Stock, Options or Convertible Securities issued as consideration for the acquisition of another corpor ation by the COMPANY by merger, purchase of substan tially all of the assets or other reorganization or to a j oint venture agreement, provided that such issuance s are approved by the Board of Directors of the COMPANY ; or ( I ) shares of Common Stock, Options or Convertible Securities issued as consideration in connection with sponsored research, collaboration, technology license, 52 development, marketing or other similar agreements or strategic partnerships approved by the Board of Directors of the COMPANY