definiens: shall mean all shares of Common Stock issued ( or, pursuant toSubsection 3.4.3 below, deemed to be issued ) by the Corporation after the Series A Original Issue Date, other than(1 ) the following shares of Common Stock and ( 2 ) shares of Common Stock deemed issued pursuant to the followingOptions and Convertible Securities ( clauses ( 1 ) and ( 2 ), collectively, ) 1:(i ) shares of Common Stock, Options or Convertible Securities issued as a dividend or distribution onSeries A Preferred Stock;(ii ) shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stocksplit, split - up or other distribution on shares of Common Stock that is covered by this Section 3;(iii ) shares of Common Stock or Options issued to employees or directors of, or consultants oradvisors to the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangementapproved by the Board of Directors of the Corporation;(iv ) shares of Common Stock or Convertible Securities actually issued upon the exercise of Options orshares of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant to the terms of such Option or Convertible Security;(v ) shares of Common Stock, Options or Convertible Securities issued to banks, equipment lessors orother financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasingor real property leasing transaction approved by the Board of Directors of the Corporation;(vi ) shares of Common Stock, Options or Convertible Securities issued to suppliers or third partyservice providers in connection with the provision of goods or services pursuant to transactionsapproved by the Board of Directors of the Corporation ; or(vii ) shares of Common Stock, Options or Convertible Securities issued pursuant to the acquisition ofanother corporation by the Corporation by merger, purchase of substantially all of the assets or otherreorganization or to a joint venture agreement, provided that such issuances are approved by theBoard of Directors of the Corporation