Software” means the computer programs and software systems, including all databases, compilations, toolsets, compilers, modules, libraries, files or other components, higher level of “proprietary” languages, source code, object code and data, records, documentation, specifications, manuals, user guides and materials.

Special Escrow Amount of Compensationmeans a dollar amount equal to $6,600,000.

Legal Transfer Restrictionsmeans, with respect to any security, the transfer restrictions imposed by law on such security under applicable securities law and state securities law requirements.

Overlap periodmeans any Tax Year or other tax period of the Company commencing on or before the Closing Date and ending after the Closing Date.

Tax return for the overlap periodis defined in Section 5.1(d).

Subsidiary company” means, with respect to any person, corporation, limited liability company, partnership, association or other business entity of which (a) if a corporation, a majority of the aggregate voting rights of shares entitled (without regard to any contingencies) to vote in the election of directors or trustees thereof is at that time owned or controlled, directly or indirectly, by such person or one or more of the other subsidiaries of that person or a combination thereof, or (b) if a limited corporation, partnership, association or other business entity (other than a corporation), the majority of the partnership or other similar interest of it is currently owned or controlled, directly or indirectly, by that person or one or more subsidiaries of that person Person or a combination thereof (for this purpose, a person owns (or persons own

Tail policiesis defined in Section 5.4.

Tax” means any federal, state, county, municipal, local, foreign or other tax, duty, royalty, excise, premium, impost, levy, assessment, tariff or other charge of any kind imposed, assessed or collected by a Government Authority, including (a) any gross income, net income, gross receipts, business, royalty, capital, capital gains, goods and services, value added, general service, use of service, severance pay, stamp, franchise, occupation, production, capital stock, sales and use, real estate, real estate gains, transfer of land, personal property, ad valorem, transfer, registration, license, lease, profits, windfall profits, environment (including under the 59A of the Code), payroll, employment, unemployment, disability, employer’s health, pension plan, social security, national insurance contributions, escheat, unclaimed property, anti-dumping, compensation, excise, recovery, wealth, estate, inheritance, surplus, surcharges, customs, indebtedness, alternative or Add minimum, estimated or premium tax, (b) any withholding tax on amounts paid to or by the Relevant Person, (c) any fines, penalties, interest and additional tax or installment in respect thereof hereof or non-payment thereof, whether disputed or not, and all interest in respect of such fine, penalty and addition, (d) any tax imposed, assessed or collected or payable under tax sharing agreements or other contracts relating to the sharing or payment of taxes, levies, assessments, tariffs, duties, defaults or charges, and (e) any liability for any of the foregoing as assignee, successor, guarantor, or by contract or operation of law.

Tax benefitmeans Tax Savings attributable to any deduction, expense, loss, credit or refund and determined on a with or without basis.

Appendix B-16

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