definiens: means a schedule, prepared by the Company and attached hereto as Schedule B, setting forth, for each Equityholder as of the date of this Agreement : ( a ) such Equityholder ’s name and address ; ( b ) thenumber and type of Equity Participations of the Company held by such Equityholder, ( c ) the number of shares of eachclass of Company Capital Stock subject to Company Options or Company Warrants held by such Equityholder as of thedate hereof ( and the exercise price thereof ) ; ( d ) the principal amount of Company Notes, if any, held by suchEquityholder and the number of Shares of Company Capital Stock into which the Company Notes held by suchEquityholder are convertible, ( e ) with respect to the Company Options, whether such Company Option is a nonqualifiedstock option or incentive stock option, ( f ) with respect to the Company Options, whether the optionee is an employee ofthe Company as of the date of this Agreement and any restrictions on exercise or sale of such Company Option orunderlying shares ( other than any restrictions contained in the agreements listed on Schedule 3.4(d ) ), ( g ) the estimatedportion of the Closing Payment Amount to be paid to such Equityholder by Buyer at the Closing ( which amount shall becalculated in accordance with the provisions of the Company ’s certificate of incorporation as amended and in effect as ofimmediately prior to the Closing as if the transactions contemplated hereby constitute a Deemed Liquidation Event ( asdefined in the Company ’s certificate of incorporation as [ * * * * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, asamended