definiens: means ( a ) any capital stock, share, partnership or membership interest, unitof participation or other similar interest ( however designated ) in any Person and ( b ) any presently exercisable option, warrant, purchase right, conversion right, exchange rights or other similar contractual obligation which would entitle any Person toacquire any such interest in such Person or otherwise entitle any Person to share in the equity, profit, earnings, losses or gainsof such Person ( including stock appreciation, phantom stock, profit participation or other similar rights ) . For the avoidance ofdoubt, a right to acquire capital stock pursuant to a contractual right that is contingent on the actions of the issuer of suchcapital stock or a third party ( such as a preemptive right or a right of first refusal to acquire shares of capital stock in the eventthat the issuer issues shares of capital stock ) shall not be considered for purposes of determining any Venture Capital Fund’sor Commonly Controlled Affiliate ’s Equity Interests in such issuer