definiens: shall mean any person or entity that owns orcontrols directly or indirectly ten percent ( 10 % ) or more of the Common Stock, any person orentity that controls or is controlled by or is under common control with such persons or entities, and each of such person ’s or entity ’s officers, directors, joint venturers or partners, as applicable;and ( y ) shall mean securities meeting all of the following requirements:(i ) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d ) ofthe Securities Exchange Act of 1934, as amended ( the ), and is then current in itsfiling of all required reports and other information under the Securities Act and the Exchange Act;(ii ) the class and series of shares or other security of the issuer that would be received by Holderin connection with the Acquisition were Holder to exercise or convert this Warrant on or prior tothe closing thereof is then traded on a national securities exchange or over - the - counter market;(iii ) Holder would not be restricted by contract or by applicable federal or state securities lawsfrom publicly re - selling, within six ( 6 ) months following the closing of such Acquisition, all of theissuer ’s shares and/or other securities that would be received by Holder in such Acquisition wereHolder to convert this Warrant pursuant to Section 1.2 above in full on or prior to the closing ofsuch Acquisition ; and ( iv ) the issuer has a market capitalization, as of the date immediately priorto and on the closing of such Acquisition of at least $ 1,000,000,000