definiens: means a schedule, prepared by the Company and the EquityholderRepresentative and dated as of the Closing Date, setting forth, for each Equityholder : ( a ) such Equityholder ’s name andaddress ; ( b ) the number of shares of Common Stock held by such Equityholder ; ( c ) the number of shares of CommonStock subject to Company Options held by such Equityholder immediately prior to the Closing Date ; ( d ) the number ofshares of Series A Preferred Stock subject to Company Warrants held by such Equityholder immediately prior to theClosing Date ; ( e ) the number of shares of Series A Preferred Stock held by such Equityholder ; ( f ) the portion of theClosing Payment Amount to be paid to such Equityholder by Buyer at the Closing ( which amount shall be calculated inaccordance with the provisions of the Company ’s certificate of incorporation as amended and in effect as of immediatelyprior to the Closing as if the transactions contemplated hereby constitute a Deemed Liquidation Event ( as defined in theCompany ’s certificate of incorporation as amended and in effect as of immediately prior to the Closing ), Applicable Law, and the terms and conditions of this Agreement ) ; ( g ) such Equityholder ’s pro rata share of the amounts to be held in theIndemnification Escrow Account ; ( h ) such Equityholder ’s election to receive such payment by check or by wire transfer;and ( i ) for Equityholders electing to receive payment by check, delivery instructions for such check, or for Equityholderselecting to receive payment by wire transfer, wire transfer instructions for such wire transfer . The Closing Date AllocationSchedule shall include any interim updates made in accordance with Section 6.9