definiens: means the issuance of ( a ) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose and inexistence on the date of this Agreement as such plan is constituted on the date of this Agreement, by a majority ofthe non - employee members of the Board of Directors or a majority of the members of a committee of non - employeedirectors established for such purpose, unless otherwise agreed to by the non - employee members of the Board ofDirectors, ( b ) securities upon the exercise or exchange of or conversion of any Common Stock Equivalents issuedand outstanding on the date of this Agreement, provided that such securities have not been amended on or after thedate of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price orconversion price of such securities, ( c ) securities issued pursuant to acquisitions or strategic transactions approvedby a majority of the disinterested directors of the Company, provided that any such issuance shall not include atransaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whoseprimary business is investing in securities, and ( d ) an offering of common stock