“Base Rate Loan” means a Term Loan bearing interest calculated in accordance with the Base Rate Option.

Base Rate Option: An option to pay interest at a rate per annum equal to the Alternate Base Rate in effect as of any date of determination plus the Applicable Margin as of such date; or

“Default Rate” means, as of any date of determination, the following: # for Base Rate Loans, the rate determined in accordance with the Base Rate Option as of such date plus an additional margin of 2.00% per annum, # for LIBOR Rate Loans, the rate determined in accordance with the LIBOR Rate Option as of such date plus an additional margin of 2.00% per annum, and # for all other Obligations, the rate determined in accordance with the Base Rate Option as of such date plus an additional margin of 2.00% per annum.

the percentage spread to be added to the Base Rate applicable to Revolving Credit Loans under the Base Rate Option based on the Debt Rating then in effect according to the pricing grid on [Schedule 1.1(A)] below the heading "Base Rate Loan Spread",

Interest. At the option of the Borrower, the Term Loan shall bear interest at a rate per annum equal to # the Eurodollar Rate plus the Applicable Rate; or # the Base Rate plus the Applicable Rate. Interest on Base Rate Loans when the Base Rate is determined by the Lender’s “prime rate” shall be calculated on the basis of a year of 365 or 366 days and

then the Administrative Agent shall give notice thereof to the Borrower and the [[Organization A:Organization]] as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the [[Organization A:Organization]] that the circumstances giving rise to such notice no longer exist, # any request to convert any Base Rate Loan to, or continue any LIBOR Rate Loan at, the LIBOR Rate Option shall be ineffective, and # the Base Rate Option shall apply to any and all Borrowings upon the expiration of the Interest Period applicable thereto.

Amendment to Definition of Eurodollar Base Rate. The definition of “Eurodollar Base Rate” set forth in Section 1.1 of the Credit Agreement is hereby amended by adding the following proviso to the end thereof:

Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrower shall have the option, subject to [Section 2.12(b)] below (the "LIBOR Option") to have interest on all or a portion of the Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of # the last day of the Interest Period applicable thereto, # the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or # the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing Borrower no longer shall have the option to request that Revolving Loans bear interest at a rate based upon the LIBOR Rate.

Interest Rate Options. All other Obligations not constituting the Term Loans shall bear interest calculated based upon the Base Rate Option. Subject to the limitations set forth in Section 3.4, the Borrower shall have the right to select from the following Interest Rate Options applicable to the Term Loans:

Option. I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of [[Organization B:Organization]] (the “Company”) pursuant to the Company’s (choose one) ☐ 2006 Equity Incentive Plan or ☐ 2004 Equity Incentive Plan or the ☐ Taxcient, Inc. 2005 Stock Option Plan (each, a “Plan”), my Stock Option Agreement (the “Option Agreement”) and/or my Notice of Grant of Stock Option (the “Notice”), as follows: