definiens: means a schedule, prepared by the Company in a formconsistent with the methodology and format set forth on the illustrative example of theAllocation Schedule attached hereto as Exhibit C-2 and dated as of the Closing Date, setting forth, the Company ’s calculation of the Aggregate Closing Consideration, theClosing Cash Consideration, the Buyer Common Stock Consideration, and for eachCompany Equityholder : ( a ) such Company Equityholder ’s name, e - mail address andaddress ; ( b ) the number of shares of each class of Company Stock held as of the ClosingDate by such Company Equityholder with corresponding certificate numbers ; ( c ) thenumber of shares of Company Common Stock subject to Company Equity Awardsoutstanding immediately prior to the Effective Time ( after giving effect to the fullacceleration of any vesting in connection with the transactions contemplated by thisAgreement or otherwise ) held by such Company Equityholder ( and, if applicable, theexercise price thereof ) ; ( d ) whether such Company Equityholder is an for purposes of Regulation D under the Securities Act ; ( e ) the amount to be paid to suchCompany Equityholder pursuant to Section 2.1(b ) and/or pursuant to Section 2.5(a ), ineach case including the Buyer Common Stock Consideration attributable to suchCompany Equityholder ; ( f ) such Company Equityholder ’s Pro Rata Share as of theClosing ; ( g ) the portion of the Aggregate Closing Consideration attributable to suchCompany Equityholder ’s Company Stock and Company Options ; ( h ) whether any Taxesare required to be withheld on any portion of the Aggregate Closing Consideration requiredto be paid to such Company Equityholder which are treated as wages for Tax purposes;and ( i ) a separate column which indicates whether each Company Equityholder will be paidby the Exchange Agent or through the Surviving Corporation ’s payroll