definiens: shall mean any shares of capital stock of the Company and any ConvertibleSecurities ; provided, however, that shall not include ( i ) securities issuable upon exercise, conversion or exchange of other securities of the Company, ( ii ) securities issued to officers, directors oremployees of, or consultants to, the Company pursuant to stock options outstanding on the date hereof orstock options granted after the date hereof on terms approved by the Board of Directors of the Company ( asadjusted for any stock splits, stock dividends, stock combinations or similar transactions ), ( iii ) shares of theCompany’s7 capital stock issued pursuant to any rights or agreements, including, without limitation, Convertible Securities, provided that the preemptive rights established by this Section 4.1 shall apply with respect to the initial sale orgrant by the Company of such rights or agreements, ( iv ) shares of the Company ’s capital stock issued inconnection with any stock split, stock dividend or recapitalization by the Company, ( v ) shares issued pursuantto any employment agreement or employee benefit plan or in satisfaction of liabilities in existence on the datehereof to creditors disclosed on Schedule 2(j ), ( vi ) securities issued in connection with a merger orconsolidation, or purchase of all or substantially all of the assets, shares or other interests, involving theCompany, ( vii ) securities issued in connection with a strategic partnership, up to an aggregate of five percentof the outstanding capital stock of the Company on the date hereof after giving effect to the transactionscontemplated by this Agreement ( including, without limitation the issuance of the Shares and the Warrant);provided, that any such issuance is not for the principal purpose of raising equity capital, or ( viii ) securitiesissued for cash consideration equal to or greater than $ 1.50 per share of Common Stock ( as adjusted for anystock splits, stock dividends, stock combinations or similar transactions ) in a transaction exempt fromregistration under the Securities Act with an aggregate value of $ 10 million or less