definiens: means the issuance of ( a ) shares of Common Stock or options to purchase CommonStock to employees, consultants, officers or directors of the Company pursuant to any stock or option planexisting on the date hereof and disclosed in the Company Disclosure Schedules or, subject to Section4.14(a)(ii ), duly adopted by a majority of the independent members of the Board of Directors or a majorityof a committee of independent members of the Board of Directors established for such purpose, ( b)securities upon the exercise or exchange of or conversion of any securities of the Company outstanding onthe date of this Agreement and disclosed in the Company Disclosure Schedules, including OutstandingPreferred Stock, pursuant to the terms thereof, provided that such securities have not been amended since thedate of this Agreement to increase the number of securities or to decrease the exercise, exchange orconversion price of any such securities, except for adjustments required by the terms thereof, ( c ) up to amaximum of 2,000,000 shares of Common Stock or Common Stock Equivalents in any rolling 12 monthperiod to consultants, vendors, financial institutions or lessors in connection with services ( including theprovision of Permitted Indebtedness ) provided by such Persons referred to in this clause ( c ), but shall notinclude a transaction in which the Company is issuing securities primarily for the purpose of raising capitalor to an entity whose primary business is investing in securities, and provided that none of such shares maybe registered for sale or resale by any such holders, and provided further that issuances described in thisclause ( c ) are approved by a majority of the independent members of the Board of Directors, ( d ) securitiesas a dividend or distribution on any of the Securities issued pursuant to this Agreement, ( e ) shares ofCommon Stock upon the exercise of the Conversion Warrants and ( f ) securities issued in connection withany stock split, stock dividend or recapitalization of the Common Stock