definiens: shall mean all shares of Common Stock issued ( or, pursuant to Subsection 5(d)(jii ) below, deemed to be issued ) by the Corporation after the Series A Original Issue Date, other than the following ( " Exempted Securities '' ): ; \(lj\~LS 1205696i\3y 1 ( I ) shares of Common Stock issued or deemed issued as a dividend or distribution on Series A Preferred Stock ; ( II ) shares of Common Stock isslled or issuable by reason of a dividend, stock split, split - up or other distribution on sharcs of Common Stock that is covered by Subsection See ) or 5(f ) belo\V~ ( III ) shares of Common Stock issued or deemed issued to employees or directors oL or consultants to . the Corporation or an~. ' of its subsidiaries pursuant to a plan, agreement or arrangement approved by the I30ard of Directors of the Corporation : ( IV ) sharcs of Common Stock or Convertible Securities actually issued upon the cxcrcise of Options or shares of Common Stock actually issued upon the conversion or exchange of -20 - C01l\crtible Securities . in each case provided sllch issuance IS purSULlIl ! to the terms of such Option or Cum enib!c Seeunty : or ( V ) shares or Coml11on Stock, ssoed or,,, uuble ( I ) to bnnks . equipment lessors or othcr financial institutions . or to real property lessors . pursu < lnt to a debt financing, equipment leasing or rcal property ll'asing transaction apPrLned by ' the Board oj " Directors of the Corporation . ( 2 ) to suppliers or third party service pro\'ickrs in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors, ( 3 ) pursuant to the acquisition of another corporation by the Corporation by merger, purchase of substantially all of the assets or other reorganintion or to a joint \-enture agreement . provided, that such issuances arc approved by the Board of Directors, or ( 4 ) in conncction \\'ith sponsored research, collaboration, technology license . development . OE\1 . marketing or other similar agreements or strategic partnerships approved by the Board of Directors