definiens: means a schedule, prepared by the Company and dated as of the date hereof and attachedhereto as Exhibit B, setting forth, for each Company Equityholder : ( a ) such Company Equityholder ’s name ; ( b ) the number ofshares of each class of Company Stock held as of the date hereof by such Company Equityholder ; ( c ) the number of shares ofeach class of Company Stock subject to Company Options held by such Company Equityholder as of the date hereof ( and theexercise price thereof ) ; ( d ) the estimated amount of Closing Stock Consideration and/or Closing Option Consideration to bepaid to such Company Equityholder pursuant to Section 2.2 and/or Section 2.5, as applicable ; and ( e ) each CompanyEquityholder ’s Pro Rata Share of the Total Consideration