definiens: shall mean all shares of Common Stock issued ( or, pursuant to Section 4(d)(iii ), deemed to be issued ) by the Corporation after the filing of these Articles of Incorporation, other than : ( 1 ) [ omitted ] ; ( 2 ) shares of Common Stock issued or issuable to officers, directors and employees of, or consultants and other service providers to, the Corporation pursuant to stock grants . option plans, purchase plans or other employee stock incentive programs or arrangements approved by the Board of Directors or upon exercise of options or warrants granted to such parties pursuant to any such plan, program or arrangement ; ( 3 ) shares of Common Stock issued upon the exercise or conversion of Options or Convertible Securities outstanding as of the date of the filing of these Articles of Incorporation ; ( 4 ) shares of Common Stock issued or issuable as a dividend or distribution on Preferred Stock or pursuant to any event for which adjustment is made pursuant to Section 4(e ), 4(f ) or 4(g ) hereof ; ( 5 ) shares of Common Stock issued in a registered public offering under the .Securities Act pursuant to which all outstanding shares of Preferred Stock are automatically converted into Common Stock pursuant to an Automatic Conversion Event ; ( 6 ) shares of Common Stock issued or issuable pursuant to the acquisition of another corporation by the Corporation by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided, that such issuances are unanimously approved by the Board of Directors ; ( 7 ) shares of Common Stock issued or issuable to banks, equipment lessors or other financial institutions pursuant to a commercial leasing or debt financing transaction approved by the Board of Directors ; ( 8) shares of Common Stock issued or issuable in connection with sponsored research, collaboration, technology license, development . OEM, marketing or other similar agreements, or strategic partnerships or relationships, if the issuance is approved by the Board of Directors ; and ( 9 ) shares of Common Stock issued or issuable upon conversion of up to $ 18 million in aggregate principal amount ( plus interest ) of convertible promissory notes originally issued or issuable to Biomedical Sciences Investment Fund Pte Ltd. or its affiliates ( ) and upon conversion of up to $ 3 million in aggregate principal amount ( Plus interest ) of convertible promissory notes originally issued or issuable to Invlls, L.P. or its affiliates . provided -9 - that with respect to any shares of Common Stock issued or issuable upon conversion of convertible promissory notes issued or issuable to BMSIF after the filing of these Articles of Incorporation with an aggregate principal amount in excess of $ 3.0 million, such shares of Common Stock shall only be excluded from the definition of Additional Shares of Common pursuant to this section if and to the extent the applicable conversion price for such shares equals or exceeds $ 3.60 ( as adjusted for stock splits, subdivisions, combinations or stock dividends )