definiens: means, as of a specified date, the number of shar es of Common Stock then - outstanding plus the number of sh ares of Common Stock issuable upon exercise or conversion of then - outstanding convertible securiti es or warrants, options, or other rights to subscri be for, purchase or acquire from the Company any capital st ock of the Company ( which shall be determined witho ut regard to whether such securities or rights are the n vested, exercisable or convertible ) plus, without duplication, the number of shares reserved and available for fut ure grant under the Stock Plan or any other then - ex isting stock incentive plan of the Company ; provided that, for clarity, shall not include ( i ) preemptive or other rights to participate in new offerings of securitie s by the Company after the Closing, ( ii ) obligations under a purchase agreement for Preferred Stock to acquire additional shares of such Preferred Stock on the same terms as those purchased at an initial closing upon the pas sage of time or meeting ( or waiver ) of specified Company pe rformance conditions or ( iii ) anti - dilution provisi ons that have not been triggered