definiens: means, as of a specified date, the number ofshares of common stock of Company then - outstanding ( assuming conversion of alloutstanding stock other than common stock into common stock ) plus the number ofshares of common stock of Company issuable, directly or indirectly, upon exercise orconversion of then - outstanding convertible securities or warrants, options, or other rightsto subscribe for, purchase or acquire from Company any capital stock of Company(which shall be determined without regard to whether such securities or rights are thenvested, exercisable or convertible ) plus, without duplication, the number ofshares reserved and available for future grant under any then - existing equity incentiveplan of Company ; provided that, for clarity, shall not include ( i ) preemptive or other rights to participate in new offerings ofsecurities by the Company after the Effective Date, ( ii ) obligations under a purchaseagreement for preferred stock of the Company to acquire additional shares of suchpreferred stock on the same terms as those purchased at an initial closing upon thepassage of time or meeting ( or waiver ) of specified Company performance conditions or(iii ) anti - dilution provisions that have not been triggered