2008 Make Good. The Make Good Pledgor agrees that if the Company’s consolidated after tax net income for the fiscal year ended December 31, 2008 calculated under GAAP (before adjustments for non-cash and cash charges related to the transactions contemplated in the Transaction Documents (including any expenses of the exchange transactions between Nice Enterprise and the Company or of offer, sale and registration for resale of the Securities), and before accounting for the impact on net income of any equity incentive options or shares granted (the “2008 Adjusted Income”)) reported in the Company’s Annual Report on Form 10-K or 10-KSB, as applicable, for the fiscal year ended December 31, 2008, as filed with the Commission (the “2008 Annual Report”) is less than $10.549 million (the “2008 Guaranteed ATNI”), the Make Good Pledgor will transfer to each Investor for no additional consideration a number of shares of Common Stock equal to (($10.549 million - 2008 Adjusted Income)/$10.549 million) multiplied by 50% of the Escrow Shares (the “2008 Make Good Shares”). Should the preceding formula yield a number equal to or less than zero, no transfer of 2008 Make Good Shares shall be made to Investors. If the 2008 Annual Report indicates that the Company shall have satisfied the 2008 Guaranteed ATNI test specified above for such period, then no transfer to Investors of 2008 Make Good Shares shall be required by this Section 5.2(a) and all 2008 Make Good Shares deposited with the Make Good Escrow Agent shall be returned to the Make Good Pledgor in accordance with the Make Good Escrow Agreement. Transfers of 2008 Make Good Shares required under this Section 5.2(a) shall be made to Investors within 10 Business Days after the date on which the Company’s 2008 Annual Report is filed with the Commission and otherwise delivered in accordance with the Make Good Escrow Agreement.