definiens: means securities, contract rights, notes or other obligations that are directly orindirectly exercisable for, convertible into or exchangeable for shares of common stock or other Capital Securities ofthe issuer . As to the Company, the term includes, without limitation, Series A Preferred Stock, options, warrants orother rights to subscribe for or purchase Common Stock or to subscribe for or purchase other Capital Securities of theCompany and contract rights, notes or other obligations that are directly or indirectly, exercisable for, convertible intoor exchangeable for Common Stock means ( i ) Capital . Securities offered pursuant to a registration statement in a QualifiedPublic Offering, ( ii ) Common Stock, Convertible Securities or restricted stock grants issued to employees or membersof the Board of Directors of, or consultants or other service providers to, the Company pursuant to an incentive stockplan or other form of incentive compensation approved by the Company ’s Board of Directors, and the issuance ofshares of Common Stock upon the exercise of any such Convertible Securities, ( iii ) Capital Securities issued by theCompany as direct consideration to any Persons ( including the stockholders or owners of Persons ) as all or part ofthe consideration paid for the acquisition of ownership interests in, or assets of, such Person unless ( A ) such Personis an Affiliate of the Company ( other than a Subsidiary ) or ( B ) Affiliates of the Company collectively own more thanten percent ( 10 % ) of the ownership interests in such Person, ( iv ) Capital Securities issued as part of a commercialborrowing, line of credit or capital leasing arrangement approved by the Board of Directors, provided that, in the goodfaith judgment of the Board of Directors, such Capital Securities are not the principal pricing feature of suchcommercial borrowing, line of credit or capital leasing arrangement, ( v ) shares of Capital Securities issued to Personswho are not Affiliates of the Company in conjunction with joint ventures, strategic partnerships or licenses approvedby the Board of Directors, ( vi ) Capital Securities issued by the Company in connection with a stock split, stockdividend, combination, reorganization „ recapitalization or other similar event for which adjustment is made inaccordance with the Company ’s Certificate of Incorporation, and ( vii ) Capital Securities issued by the Company uponthe conversion of shares of Series A Preferred Stock