definiens: as used in thisSection 5 shall mean all shares of Common Stock issued or deemed to be issued by the Corporation, whether ornot subsequently reacquired or retired by the Corporation, other than:(i ) shares of Series B-2 Preferred Stock and warrants to purchase shares of Series B-2Preferred Stock issued pursuant to the Purchase Agreement;(ii ) shares of Common Stock issued upon the conversion of, or as a dividend or distributionon, any shares of the Corporation ’s Preferred Stock;(iii ) shares of Common Stock issued or issuable to employees or officers or directors oroutside consultants or contractors of the Corporation or any Subsidiary pursuant the exercise or conversion ofoptions, warrants or other Convertible Securities issued pursuant to a plan, agreement or arrangement dulyapproved by the Board of Directors;(iv ) shares of Common Stock issued or issuable pursuant to the exercise or conversion ofoptions, warrants or other Convertible Securities outstanding as of the date hereof ; 13(v ) shares of Common Stock issued pursuant to a Qualified Public Offering;(vi ) shares of Common Stock issued to effect any stock split, stock dividend orrecapitalization of the Corporation;(vii ) shares of Common Stock and/or options, warrants or other Common Stock purchaserights issued in connection with the Corporation obtaining lease financing, whether issued to a lessor, guarantor orother Person, provided that such issuance is pursuant to an agreement or arrangement duly approved by the Boardof Directors;(viii ) shares of Common Stock and/or options, warrants or other Common Stock purchaserights issued in connection with any borrowings, direct or indirect, from a bank or other financial institution by theCorporation, provided that such issuance is pursuant to an agreement or arrangement duly approved by the Boardof Directors;(ix ) shares of Common Stock and/or options, warrants or other Common Stock purchaserights issued in connection with the acquisition of all or a substantial portion of the assets or the business of anotherentity by the Corporation, provided that such issuance is pursuant to an agreement or arrangement duly approvedby the Board of Directors ; and(x ) shares of Common Stock and/or options, warrants or other Common Stock purchaserights issued in connection with any corporate partnering transaction, strategic alliance, technology transfer orsimilar transaction between the Corporation and any other Person, provided that such issuance is pursuant to anagreement or arrangement duly approved by the Board of Directors