Election. At the request of Buyer, the Company and Seller shall join with Buyer and its immediate parent in making, and shall take any and all actions necessary to effect, an election under Section 338(h)(10) of the Code and any corresponding election under state, local, and foreign Law with respect to the purchase and sale of the Shares of the Company hereunder (collectively, a “[Section 338(h)(10)] Election”). If a [Section 338(h)(10)] Election is made, Seller shall include any income, gain, loss, deduction or other Tax item resulting from the [Section 338(h)(10)] election on their Tax Returns to the extent required by Applicable Law. If Buyer requests a [Section 338(h)(10)] Election, Seller and Buyer shall, within ten (10) days prior to the date such forms are required to be filed under applicable law, exchange completed and executed copies of IRS Forms 8023 and 8883, required schedules thereto, and any similar state, local or foreign forms. The completed and executed IRS Form 8883 shall reflect the allocation schedule agreed to by Seller and Buyer pursuant to [Schedule 6.05(a)]. In the event there is a dispute in regard to the allocation schedule, Seller agrees to adopt Buyer’s position. If a [Section 338(h)(10)] Election is made, Seller and Buyer shall report the purchase and sale of the Shares consistent with the treatment of the purchase of the Shares as a “qualified stock purchase” and consistent with the [Section 338(h)(10)] Election and shall take no position inconsistent therewith in any Tax Return, any proceeding before any Tax authority or otherwise. Buyer agrees to pay to Seller the amount described in [Schedule 6.05(a)] which shall reflect Seller’s additional Tax

Tax Elections. Seller shall join with Buyer in making an election under Section 338(h)(10) of the Code (and any corresponding elections under state, county, local, foreign or other Applicable Laws) (collectively, a “[Section 338(h)(10)] Election”) with respect to the purchase and sale of the Shares pursuant to this Agreement. Seller and Buyer shall cooperate in the preparation and execution of all the Tax Returns (including IRS Form 8023) required to make the [Section 338(h)(10)] Election and shall take such other steps that are necessary to effectuate the [Section 338(h)(10)] Election. Seller shall include any income, gain, loss or deduction of the Tax item resulting from the [Section 338(h)(10)] Election on its Tax Return to the extent required by Applicable Law. Neither Seller nor Buyer shall take any position contrary to the [Section 338(h)(10)] Election on any Tax Return or in connection with any audit, assessment, claim, action or other Tax Proceeding with any Taxing Authority.