definiens: shall mean all shares of Common Stock issued by the Company or deemed tobe issued pursuant to this Section 4(h ) ( including shares of Common Stock subsequentlyreacquired or retired by the Company ), other than:(A ) shares of Common Stock issued upon conversion of anySeries Preferred or as dividend or other distribution on any series of Series Preferred;(B ) shares of Common Stock or Convertible Securities issuedupon a stock split, stock dividend, distribution, recapitalization and the like;(C ) shares of Common Stock or Convertible Securities issuedafter the Original Issue Date to employees, officers or directors of, or consultants or advisors tothe Company or any subsidiary pursuant to stock purchase or equity incentive plans or otherarrangements that are approved by the Board;(D ) shares of Common Stock or Preferred Stock issuedpursuant to the exercise or conversion of Convertible Securities outstanding as of the OriginalIssue Date;(E ) shares of Common Stock or Convertible Securities issuedfor consideration other than cash pursuant to a merger, consolidation, acquisition or similarbusiness combination approved by the Board including at least two of the Series A 13.Preferred Directors ( one of whom shall be the Series A Preferred Director designated by AltaPartners ( ) so long as Alta or its affiliates continue to hold any shares of Series A Preferred)(the ) ; ( F ) shares of Common Stock or Convertible Securities issuedpursuant to any equipment loan or leasing arrangement, real property leasing arrangement ordebt financing from a bank or similar financial or lending institution approved by the Board, including the Required Series A Director Consent;(G ) shares of Common Stock issued in connection with a firmlyunderwritten public offering pursuant to an effective registration statement under the SecuritiesAct of 1933, as amended ( the ) ; ( H ) shares of Common Stock or Convertible Securities issued inconnection with any strategic partnering or investment arrangement involving the Companyand / or the acquisition or licensing of technology or intellectual property by the Company, in eachsuch case as approved by the Board, including the Required Series A Director Consent ; and(I ) shares of Common Stock or Convertible Securities that theholders of at least 66 2/3 % of the outstanding shares of Series A Preferred elect in writing toexclude from the definition of for purposes of thisSection 4