definiens: means any capital stock of [COMPANY], whether now authorized or not, and rights, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertibleinto or exchangeable or exercisable for capital stock of [COMPANY] ; provided that the term does not include(i ) securities2of [COMPANY] issued to employees, consultants, officers or directors of [COMPANY] or any of its subsidiaries, or which have beenreserved for issuance, pursuant to any employee stock option, stock purchase, stock bonus plan, or other similar stockagreement or arrangement approved by the [COMPANY] Board of Directors, ( ii ) securities of [COMPANY] issued in connection with anystock split, stock dividend or recapitalization of [COMPANY], ( iii ) securities of [COMPANY] issued upon the conversion or exchange ofconvertible or exchangeable securities of [COMPANY] that are outstanding as of the date of this Master Agreement or issuableupon conversion of the Securities, ( iv ) any right, option or warrant to acquire any security convertible into or exchangeable orexercisable for the securities excluded from the definition of New Securities pursuant to subclause ( i ) above if issued pursuantto any employee stock option, stock purchase, stock bonus plan or other similar stock agreement or arrangement approved bythe [COMPANY] Board of Directors or ( v ) securities of [COMPANY] issued in connection with a merger or acquisition or other businesscombination transaction of the type described in Rule 145 under the Securities Act or in any similar type of merger oracquisition or other business combination transaction in which the sale of securities of [COMPANY] will not be registered under theSecurities Act, the primary purpose of which, in each case, is not to raise equity capital