definiens: shall mean all shares of Common Stock issued ( or, pursuantto Subsection 5(d)(iii ) below, deemed to be issued ) by the Corporation after the date hereof other than : ( I)shares of Common Stock issued or issuable upon conversion of shares of PreferredStock ; ( II)shares of Common Stock issued or issuable as a dividend or distribution on PreferredStock ; ( III)shares of Common Stock issued or issuable by reason of a dividend, stock split, split - up or other distribution on shares of Common Stock that is covered by Subsection5(e ) or 5(f ) below ; ( IV)up to 1,683,333 shares ( appropriately adjusted to take account of any stock split, stockdividend, combination of shares or the like ) of Common Stock ( or Options with respectthereto ) issued or issuable to employees or directors of, or consultants 11 to, the Corporation pursuant to a plan or arrangement in effect prior to the issuance ofany Preferred Stock or a plan or arrangement approved by the Board of Directors of theCorporation or any combination of such plans ; or ( V)shares of Common Stock ( including Options or Convertible Securities ) ( a ) issued solelyin consideration for the acquisition ( whether by merger or otherwise ) by the Corporationof all or substantially all of the capital stock or assets of any other corporation or entity, or ( b ) issued in connection with an equipment financing, line of credit or other lendingarrangement ; provided, however, the issuance of such shares pursuant to ( a ) or ( b)above is approved by holders of at least a majority of the then outstanding shares ofPreferred Stock voting together as a single class on an as - converted to Common Stockbasis