definiens: means ( i ) any Common Stock of the Company issuable or issued upon conversion ofthe Shares, ( ii ) any Common Stock of the Company, and ( iii ) any Common Stock of the Company issued as ( or issuable uponthe conversion or exercise of any warrant, right or other security which is issued as ) a dividend or other distribution withrespect to, or in exchange for or in replacement of, such above - described securities . Notwithstanding the foregoing, Registrable Securities shall not include any securities ( A ) sold by a person to the public either pursuant to a registrationstatement or Rule 144, ( B ) sold in a private transaction in which the transferor ’s rights under Section 2 of this Agreement arenot assigned or ( C ) held by a Holder ( together with its affiliates ) if, as reflected on the Company ’s list of stockholders, suchHolder ( together with its affiliates ) holds less than one percent ( 1 % ) of the Company ’s outstanding Common Stock ( treatingall shares of Preferred Stock on an as converted basis ), the Company has completed its Initial Offering and all shares ofCommon Stock of the Company issuable or issued upon conversion of the Shares held by and issuable to such Holder ( and itsaffiliates ) may be sold pursuant to Rule 144 during any ninety ( 90 ) day period