The Seller Representative shall recalculate the [Section 338] Tax Adjustment as of the due date of payment of the Earnout Amount for the Earnout Period ending on the two (2) year anniversary of the Closing Date (the “Recalculated [Section 338] Tax Adjustment”) and the Seller Representative shall provide a schedule to the Buyer within thirty (30) days of the date of the final contingent payment which sets forth the amount of the Recalculated [Section 338] Tax Adjustment. In making such computation, # the highest federal, state and local Tax rate to which any Seller is subject shall be used and any other items of income, deduction, gain, loss or credits shall be ignored, # net present value shall be calculated with the due date of the final contingent payment as the reference date using an eight percent (8%) discount rate, compounded annually, and # any capital loss generated by the transaction which is not used to offset capital gain generated by the transaction shall be disregarded. If the Recalculated [Section 338] Tax Adjustment differs from the initial [Section 338] Tax Adjustment, the Buyer shall pay Sellers or Sellers shall pay Buyer, as the case may be, the difference between the Recalculated [Section 338] Tax Adjustment and the initial [Section 338] Tax Adjustment within thirty (30) days of agreement by the Buyer and the Seller Representative of the amount of the Recalculated [Section 338] Tax Adjustment.

If a [Section 338(h)(10)] Election is made, the Buyer shall pay to each of the Sellers, in cash, the amount of additional consideration necessary to cause the net present value of such Seller’s after-Tax proceeds from the sale of the Subject Securities to be equal to the net present value of the after-Tax proceeds that the Seller would have received had the [Section 338(h)(10)] Election not been made, taking into account all appropriate state, federal and local Taxes (the “[Section 338] Tax Adjustment”). An initial [Section 338] Tax Adjustment shall be calculated and paid to Sellers at the time Sellers sign the Form 8023 (or its successor) to make the [Section 338(h)(10)] Election. The initial [Section 338] Tax Adjustment shall be calculated assuming that # the Buyer will pay the Sellers contingent Earnout Amounts of One Million Dollars ($1,000,000) on each of the one (1) year anniversary and two (2) year anniversary of the Closing Date, and # fifty percent (50%) of the Escrow Amount will be disbursed to the Sellers on each of the twelve (12) month anniversary and eighteen (18) month anniversary of the Closing Date. The Seller Representative shall provide the Buyer with a schedule which sets forth the computation of the amount of the [Section 338] Tax Adjustment after the Buyer and the Seller Representative have agreed to the allocation of the Closing Purchase Price and contingent Earnout Amount. In making such computations, # the highest federal, state and local Tax rate to which any Seller is subject shall be used and any other items of income, deduction, gain, loss or credits of Sellers shall be ignored; # net present value shall be calculated using an eight percent (8%) discount rate, compounded annually; and # any capital loss generated by the transaction which is not used to offset capital gain in the year the capital loss is generated shall be disregarded. In the event an audit by the IRS or a state taxing authority changes the [Section 338] Tax Adjustment, any additional amount due to a Seller shall be paid by the Buyer to such Seller within ten (10) days of notice to the Buyer of the adjustment. If the Buyer objects to the calculation of the [Section 338] Tax Adjustment and the Seller Representative and the Buyer are unable to resolve the differences, the dispute shall be resolved by the Independent Accounting Firm. Any built-in gains tax for which the Company is liable under Section 1374 of the Code and any similar state income Tax imposed on the Company caused by the [Section 338(h)(10)] Election (“[Section 338] Taxes”) shall be the responsibility of the Buyer and shall not be reflected on the Closing Financial Statements. The parties agree that if a [Section 338(h)(10)] Election is made, all assets other than goodwill shall be sold in exchange for cash, and any remaining consideration shall be applied to goodwill.