definiens: means the issuance of ( a ) shares of Common Stock or options to consultants, employees, oﬃcers or directors of the Company pursuant to any stock or option plan duly adopted for suchpurpose, by a majority of the non - employee members of the Board of Directors or a majority of the members of acommittee of non - employee directors established for such purpose for services rendered to the Company, provided, however, any such issuances to consultants shall not exceed, in the aggregate, $ 25,000 of CommonStock or Common Stock Equivalents in any calendar quarter, ( b ) securities upon the exercise or exchange of orconversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for orconvertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that suchsecurities have not been amended since the date of this Agreement to increase the number of such securities orto decrease the exercise price, exchange price or conversion price of such securities ( other than in connection withstock splits or combinations ) or to extend the term2 of such securities, ( c ) securities issued to the Placement Agent in connection with the transactions consummatedpursuant to this Agreement, and ( d ) securities issued pursuant to acquisitions or strategic transactions approvedby a majority of the disinterested directors of the Company, provided that such securities are issued as ( as deﬁned in Rule 144 ) and carry no registration rights that require or permit the ﬁling of anyregistration statement in connection therewith during the prohibition period in Section 4.11(a ) herein, and providedthat any such issuance shall only be to a Person ( or to the equityholders of a Person ) which is, itself or through itssubsidiaries, an operating company or an owner of an asset in a business synergistic with the business of theCompany and shall provide to the Company additional beneﬁts in addition to the investment of funds, but shall notinclude a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to anentity whose primary business is investing in securities