definiens: shall mean all shares of Common Stock issued ( or, pursuant to Subsection 4.4.3 belo w, deemed to be issued ) by the Corporation after th e Series A Original Issue Date, other than ( 1 ) the following s hares of Common Stock and ( 2 ) shares of Common Stoc k deemed issued pursuant to the following Options and Convertible Securities ( clauses ( 1 ) and ( 2 ), colle ctively, ): ( i ) shares of Common Stock, Options or Convertible Securities issued as a dividend or distribution on Series A Preferred Stoc k ; ( ii ) shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stock split, split - up or other distr ibution on shares of Common Stock that is covered by Subsection 4.5, 4.6, 4.7 or 4.8 ; ( iii ) shares of Common Stock or Options issued to e mployees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement that is in effect as of the filing of this Restated Certificate ( the ), or i s subsequently approved by the Board of Directors of the Corporation, including a majority of the Series A Directors ( including any amendments to any existing plans, agreements or arrangements after the Effective Date ) ; ( iv ) 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 Convertible Securities, i n each case provided such issuance is pursuant to the terms of such Option or Convert ible Security ; Confidential Portions of this Exhibit marked as [ * * * ] have been omitted pursuant to a request for conf idential treatment and have been filed separately with the S ecurities and Exchange Commission