definiens: means the total numberof shares that ( i ) includes ( A ) all then - outstanding shares and shares issuable under then - outstanding equity awards and warrants ( if any ) as of immediately prior to the FinancingTransaction ( and prior to giving effect to the issuance of any shares of Viking Securities inthe Financing Transaction ), ( B ) shares ( and options to purchase shares ) issuablepursuant to consulting agreements then in effect, ( C ) shares issuable to holders of then - outstanding convertible notes ( but excluding convertible notes held by [COMPANY] ) and ( D)any outstanding shares of common stock issued prior to the Financing Transaction, asmay be adjusted pursuant to any repurchase, recapitalization, reclassification, stock split, reverse stock split or similar transaction, as well as the shares of Viking Securities to beissued to [COMPANY] pursuant to Section 5.1(b ) of the Agreement and this Schedule 6, and ( ii)excludes ( W ) shares of common stock issuable pursuant to employment agreements andemployee offer letters then in effect, ( X ) any other shares of common stock and equityawards issued or issuable in, upon or following the closing of the Financing Transaction,(Y ) shares reserved pursuant to Viking ’s equity incentive plan ( unless the shares aresubject to an award outstanding under the plan as of immediately prior to the FinancingTransaction ), and ( Z ) shares reserved pursuant to Viking ’s employee stock purchase plan