definiens: means ( i ) the Common Stock issued pursuant to the SPA ; ( ii ) any securities issued orissuable, directly or indirectly, with respect to, on account of or in exchange for the shares referenced in clause ( i ) above, whether bystock split, stock dividend, recapitalization, merger, consolidation or other reorganization, charter amendment or otherwise ; and ( iii ) anysecurities issued as ( or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as ) a dividend orother distribution with respect to, or in exchange for or in replacement of, the securities referenced in clauses ( i ) and ( ii ) above, excluding in all cases, however, any Registrable Securities sold by the Investor in a transaction in which the rights under Section 2hereof are not assigned or any securities for which registration rights have terminated pursuant to Section 2.16 hereof . In addition, securities shall cease to be considered Registrable Securities at such time as the Investor may freely sell such securities pursuant toSEC Rule 144 without regard to the volume limitations, public information requirement and manner of sale provisions thereof