definiens: shall mean ( A ) Common Stock issuable upon conversion of any shares of Series A Preferred Stock or pursuant to a public offering of the Common Slack of the Company registered under the Securities Act of 1933, as amended : ( 8) options 10 purchase Common Stock of the Company ( including Common Stock issued pursuanlto the exercise of such options ) issued to directors, officers, employees and consultants of the Company ; provided that the aggregate number of shares issuable upon Ihe exercise of such options does nol exceed I ( ) I / o of the Ihen outstanding shares of the of the capital stock of the Company on an as - converted basis ; ( C ) capital stock of any class issuable upon any subdivision, mombination, split - up Of reverse stock splil of all outstanding shares of such class of capital stock ; ( D ) Common Stock or securities issued or issuable to banks . lenders or landlords, provided Ihat the aggregate of such Common Stock or securities does not exceed .5 % of the then outstanding shares of the of the capital stock of the Company on an as - converted basis ; ( E ) Common Stock or other securities issued or issuable to third parties in connection with strategic partnerships or alliances, joint ventures or other licensing transactions, provided that the aggregate of such Common Stock or Securities does not exceed 5 % of the then outstanding shares of the of the capital stock of the Company on 811 8s-.convened basis : and ( F ) Common Stock issued or issuable pursuant 10 the acquiSition of another corporation or entity ( or its assets )