definiens: means, as of a specified date, the number of shar es of common stock of Licensee then - outstanding plus the number of shares of common stock of Licensee issuable upon exercise or conversion of then - outstanding convertible securiti es or warrants, options, or other rights to subscri be for, purchase or acquire from Licensee any capital stock of Licensee ( which shall be determined without reg ard to whether such securities or rights are then vested, exercisable or convertible ) plus, without duplicati on, the number of shares reserved and available for future grant under any then - existing equity incentive plan of Licensee ; provided that, for clarity, shall not include ( a ) preemptive or other rights to participate in ne w offerings of securities by Licensee after the Eff ective Date, ( b ) obligations under a purchase agreement for pref erred stock of Licensee to acquire additional share s of such preferred stock on the same terms as those purchase d at an initial closing upon the passage of time or meeting ( or waiver ) of specified Licensee performance condition s or ( c ) anti - dilution provisions that have not bee n triggered