definiens: means, as of a specified date, the number of shares of common stock ofCompany then - outstanding ( assuming conversion of all outstanding stock other than common stock into commonstock ) plus the number of shares of common stock of Company issuable, directly or indirectly, upon exercise orconversion of then - outstanding convertible securities or warrants, options, or other rights to subscribe for, purchase oracquire from Company any capital stock of Company ( which shall be determined without regard to whether suchsecurities or rights are then vested, exercisable or convertible ) plus, without duplication, the number of sharesreserved and available for future grant under any then - existing equity incentive plan of Company ; provided that, forclarity, shall not include ( i ) preemptive or other rights to participatein new offerings of securities by the Company after the Effective Date, ( ii ) obligations under a purchase agreement forpreferred stock of the Company to acquire additional shares of such preferred stock on the same terms as thosepurchased at an initial closing upon the passage of time or meeting ( or waiver ) of specified Company performanceconditions or ( iii ) anti - dilution provisions that have not been triggered