definiens: means, as of a specified date, the number of shares of Common Stock then -outstanding plus the number of shares of Common Stock issuable upon exercise or conversion of then -outstanding convertible securities or warrants, options, or other rights to subscribe for, purchase or acquire from the Company any capital stock of the Company ( which shall be d etermined without regard to whether such securities or rights are then vested, exercisable or convertible ) plus, without duplication, the number of shares reserved and available for future grant under any then -existing equity incentive plan of the Company ; provided that, for clarity, shall not include ( i ) preemptive or other rights to participate in new offerings of securities by the Company after the Closing until such securities are issued, ( ii ) obligat ions under a purchase agreement for preferred stock of the Company to acquire additional shares of such preferred stock on the same terms as those purchased at an initial closing upon the passage of time or meeting ( or waiver ) of specified Company performa nce conditions until such securities are issued or ( iii ) anti - dilution provisions that have not been triggered ; provided further that shares of Common Stock or convertible securities issued pursuant to the foregoing rights, obligations and provisions set f orth in clauses ( i ), ( ii ) and ( iii ) and then outstanding shall be included in the number of shares of Common Stock then -outstanding or issuable upon conversion of convertible securities