Common use of Make Good Shares Clause in Contracts

Make Good Shares. (a) The Make Good Pledgors agrees that if the Company’s consolidated after tax net income for the fiscal year 2007 calculated under U.S. GAAP (minus adjustments for non-cash and cash charges related to the transactions contemplated in the Transaction Documents (including any expenses of the exchange transactions between Omnia and the Company or of offer, sale and registration for resale of the Securities, including any liquidated damages payments under the Registration Rights Agreement, and including any expense relating to any issuance of shares by the Company prior to the transactions contemplated in the Transaction Documents), and minus accounting for the impact on net income of any equity incentive options or shares granted (the “2007 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, 2007, as filed with the Commission (the “2007 Annual Report”) is less than $2.0 million (the “2007 Guaranteed ATNI”), the Make Good Pledgors will transfer to each Investor for no additional consideration a number of shares of Common Stock equal to (($2.0 million - 2007 Adjusted Income)/$2.0 million) multiplied by the Escrow Shares, subject to a maximum number of 50% of the Escrow Shares (the “2007 Make Good Shares”). Should the preceding formula yield a number equal to or less than zero, no transfer of 2007 Make Good Shares shall be made to Investors. If the 2007 Annual Report indicates that the Company shall have satisfied the 2007 Guaranteed ATNI test specified above for such period, then no transfer to Investors of 2007 Make Good Shares shall be required by this Section 4.11(a) and all 2007 Make Good Shares deposited with the Make Good Escrow Agent shall be returned to the Make Good Pledgors in accordance with the Make Good Escrow Agreement. Transfers of 2007 Make Good Shares required under this Section 4.11(a) shall be made to Investors within 10 Business Days after the date on which the Company’s 2007 Annual Report is filed with the Commission and otherwise delivered in accordance with the Make Good Escrow Agreement.

Make Good Shares. (a) The Make Good Pledgors Pledgor agrees that if the Company’s consolidated after tax net income for the fiscal year 2007 calculated under U.S. GAAP (minus adjustments for non-cash and cash charges related to the transactions contemplated in the Transaction Documents (including any expenses of the exchange transactions between Omnia and the Company or of offer, sale and registration for resale of the Securities, including any liquidated damages payments under the Registration Rights Agreement, and including any expense relating to any issuance of shares by the Company prior to the transactions contemplated in the Transaction Documents), and minus accounting for the impact on net income of any equity incentive options or shares granted (the “2007 Adjusted Income”)) reported in the Company’s Annual Report on Form 10-K or 10-KSB, as applicable, for the fiscal year ended ending December 31, 2007, as filed with the Commission (the “2007 Annual Report”) is less than $2.0 million 5,678,000 (the “2007 Guaranteed ATNI”), the Make Good Pledgors Pledgor will transfer to each Investor for no additional consideration a number of shares of Common Stock equal to to: (such Investor’s Investment Amount / (7.144 x (2.14 / ($2.0 million 40,562,110 / actual After-Tax Net Income reported in the 2007 Annual Report)))) - 2007 Adjusted Income)/$2.0 million) multiplied by the Escrow Shares, subject to a maximum number of 50% of Shares issued in the Escrow Shares transaction to such Investor (the “2007 Make Good Investor Shares”). Should the preceding formula yield a number equal to or less than zero, no transfer of 2007 Make Good Shares (as defined in the Make Good Escrow Agreement) shall be made to Investors. In no event shall the failure by the Company to achieve the 2007 Guaranteed ATNI result in the delivery by the Make Good Pledgor to the Investors of a number of shares that is in excess of the number of 2007 Make Good Shares pledged under the Make Good Escrow Agreement. If the 2007 Annual Report indicates that the Company shall have satisfied the 2007 Guaranteed ATNI test specified above for such period, then no transfer to Investors of 2007 Make Good Shares shall be required by this Section 4.11(a) and all 2007 Make Good Shares deposited with the Make Good Escrow Agent shall be returned to the Make Good Pledgors Pledgor in accordance with the Make Good Escrow Agreement. Transfers of 2007 Make Good Investor Shares required under this Section 4.11(a) shall be made to Investors within 10 7 Business Days after the date on which the Company’s 2007 Annual Report is filed with the Commission and otherwise delivered in accordance with the Make Good Escrow Agreement.

Make Good Shares. (a) The Make Good Pledgors Pledgor agrees that if in the Company’s consolidated event that the after tax net income for the fiscal year 2007 calculated under U.S. GAAP (minus adjustments for non-cash and cash charges related to the transactions contemplated in the Transaction Documents (including any expenses of the exchange transactions between Omnia and the Company or of offer, sale and registration for resale of the Securities, including any liquidated damages payments under the Registration Rights Agreement, and including any expense relating to any issuance of shares by the Company prior to the transactions contemplated in the Transaction Documents), and minus accounting for the impact on net income of any equity incentive options or shares granted (the “2007 Adjusted Income”)) reported in the Company’s 2007 Annual Report on Form 10-K or 10-KSB, as applicable, for the fiscal year ended December 31, 2007, as filed with the Commission (the “2007 Annual Report”) is less than $2.0 million 8,200,000 (the “2007 Guaranteed ATNI”), the Make Good Pledgors Pledgor will transfer (in accordance with the Make Good Escrow Agreement) to the Investors on a pro-rata basis (determined by dividing each Investor Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no additional consideration other than their part of their respective Investment Amount at Closing, a number of shares of Common Stock equal (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) in accordance with the table below, based on the level of after tax net income reported in the 2007 Annual Report (such shares issuable to (($2.0 million - 2007 Adjusted Income)/$2.0 million) multiplied by the Escrow SharesInvestors, subject to a maximum number of 50% of the Escrow Shares (the “2007 Make Good Shares”): Percentage of Potential 2007 Make After Tax Net Income Reported in Good Shares Issuable to Investors 2007 Annual Report 25% $7,000,000-$8,199,999.99 50% $6,000,000-$6,999,999.99 75% $5,000,000-$5,999,999.99 100% Less than $5,000,000 In the event that the after tax net income reported in the 2008 Annual Report is less than $13,500,000 (the “2008 Guaranteed ATNI”). Should , the preceding formula yield Make Good Pledgor will transfer (in accordance with the Make Good Escrow Agreement) to the Investors on a pro rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no consideration other than their part of their respective Investment Amount at Closing, a number of shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) in accordance with the table below, based on the level of after tax net income reported in the 2008 Annual Report (such shares issuable to the Investors, the “2008 Make Good Shares”): Percentage of Potential 2008 Make After Tax Net Income Reported in Good Shares Issuable to Investors 2008 Annual Report 25% $12,000,000-$13,499,999.99 50% $10,500,000-$11,999,999.99 75% $9,000,000-$10,499,999.99 100% Less than $9,000,000 In the event that the after tax net income reported in the 2007 Annual Report is equal to or less greater than zerothe 2007 Guaranteed ATNI, no transfer of 2007 Make Good Shares shall be made to Investors. If the 2007 Annual Report indicates that the Company shall have satisfied the 2007 Guaranteed ATNI test specified above for such period, then no transfer to Investors of Potential 2007 Make Good Shares shall be required by this Section 4.11(a) the Make Good Pledgor to the Investors and all such Potential 2007 Make Good Shares deposited with the Make Good Escrow Agent shall be returned to the Make Good Pledgors Pledgor in accordance with the Make Good Escrow Agreement. Transfers In the event that the after tax net income reported in the 2008 Annual Report is equal to or greater than the 2008 Guaranteed ATNI, no transfer of the Potential 2008 Make Good Shares shall be required by the Make Good Pledgor to the Investors and such Potential 2008 Make Good Shares shall be returned to the Make Good Pledgor in accordance with the Make Good Escrow Agreement. Any such transfer of 2007 Make Good Shares required under this Section 4.11(a) or 2008 Make Good Shares shall be made to the Investors within 10 Business Days after the date on which the Company’s 2007 Annual Report or 2008 Annual Report, as applicable, is filed with filed. Notwithstanding the Commission and otherwise delivered in accordance with foregoing, the parties agree that for purposes of determining whether or not the 2007 Guaranteed ATNI or the 2008 Guaranteed ATNI have been achieved, the release of the Potential 2007 Make Good Shares or the Potential 2008 Make Good Shares to the Make Good Pledgor as a result of the operation of the Make Good Escrow AgreementAgreement shall not be deemed to be an expense, charge, or other deduction from revenues even though GAAP may require contrary treatment.

Make Good Shares. (a) The Each Make Good Pledgors Pledgor agrees that if in the Company’s consolidated event that the after tax net income for the fiscal year 2007 calculated under U.S. GAAP (minus adjustments for non-cash and cash charges related to the transactions contemplated reported in the Transaction Documents (including any expenses of the exchange transactions between Omnia and the Company or of offer, sale and registration for resale of the Securities, including any liquidated damages payments under the Registration Rights Agreement, and including any expense relating to any issuance of shares by the Company prior to the transactions contemplated in the Transaction Documents), and minus accounting for the impact on net income of any equity incentive options or shares granted 2007 Annual Report is less than $4,000,000 (the “2007 Adjusted IncomeGuaranteed ATNI”)) reported the Make Good Pledgors will transfer (in the Company’s Annual Report on Form 10-K or 10-KSB, as applicable, for the fiscal year ended December 31, 2007, as filed accordance with the Commission Make Good Escrow Agreement) to the Investors on a pro-rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no consideration other than their part of their respective Investment Amount at Closing, an aggregate of 14,583,333 shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “2007 Make Good Shares”). In the event that either (i) the earnings per share reported in the 2008 Annual Report”) Report is less than $2.0 million 0.049 on a fully diluted basis (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “2007 2008 Guaranteed EPS”) or (ii) the after tax net income reported in the 2008 Annual Report is less than $8,000,000 (the “2008 Guaranteed ATNI”), the Make Good Pledgors will transfer (in accordance with the Make Good Escrow Agreement) to the Investors on a pro rata basis (determined by dividing each Investor Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no additional consideration a number other than their part of their respective Investment Amount at Closing, an aggregate of 14,583,333 shares of Common Stock equal to (($2.0 million - 2007 Adjusted Income)/$2.0 millionas equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) multiplied by the Escrow Shares, subject to a maximum number of 50% of the Escrow Shares (the “2007 2008 Make Good Shares”). Should In the preceding formula yield a number equal to or less than zero, no transfer of 2007 Make Good Shares shall be made to Investors. If event that the after tax net income reported in the 2007 Annual Report indicates that the Company shall have satisfied is equal to or greater than the 2007 Guaranteed ATNI test specified above for such period, then no transfer to Investors of the 2007 Make Good Shares shall be required to be made by this Section 4.11(a) the Make Good Pledgors to the Investors and all such 2007 Make Good Shares deposited with the Make Good Escrow Agent shall be returned to the Make Good Pledgors in accordance with the Make Good Escrow Agreement. Transfers In the event that both (i) the earnings per share reported in the 2008 Annual Report is equal to or greater than the 2008 Guaranteed EPS and (ii) the after tax net income reported in the 2008 Annual Report is equal to or greater than the 2008 Guaranteed ATNI, no transfer of 2007 the 2008 Make Good Shares required under this Section 4.11(a) shall be required to be made by the Make Good Pledgors to the Investors within 10 Business Days after and such 2008 Make Good Shares shall be returned to the date on which the Company’s 2007 Annual Report is filed with the Commission and otherwise delivered Make Good Pledgors in accordance with the Make Good Escrow Agreement. Any such transfer of the 2007 Make Good Shares or the 2008 Make Good Shares shall be made to the Investors or the Make Good Pledgors, as applicable, within 10 Business Days after the date which the 2007 Annual Report or 2008 Annual Report, as applicable, is filed with the Commission. Notwithstanding the foregoing, the parties agree that for purposes of determining whether or not the 2007 Guaranteed ATNI, the 2008 Guaranteed EPS or the 2008 Guaranteed ATNI have been achieved, (i) the release of the 2007 Make Good Shares or the 2008 Make Good Shares to the Make Good Pledgors or any other Person designated by either of the Make Good Pledgors shall not be deemed to be an expense, charge, or other deduction from revenues even though GAAP may require contrary treatment, (ii) any registration liquidated damages (other than liquidated damages which may be owing by the Company due to the Company’s failure to file a Registration Statement by the applicable Filing Date (as defined in the Registration Rights Agreement)) accrued or paid by the Company for any registration rights will be excluded from the calculation of after-tax net income and earnings per share amounts, as applicable, and (iii) any increase in taxes payable by the Company or any Subsidiary as a result of recently adopted PRC tax laws or any related implementing regulations promulgated for the purpose of making more equal the tax treatment of foreign invested entities (including sino-foreign joint ventures) and domestic entities shall not be included as an expense.

Make Good Shares. (a) The Make Good Pledgors Jiang Xxxx Xxx agrees that if in the Company’s consolidated event that the after tax net income for the fiscal year 2007 calculated under U.S. GAAP (minus adjustments for non-cash and cash charges related to the transactions contemplated in the Transaction Documents (including any expenses of the exchange transactions between Omnia and the Company or of offer, sale and registration for resale of the Securities, including any liquidated damages payments under the Registration Rights Agreement, and including any expense relating to any issuance of shares by the Company prior to the transactions contemplated in the Transaction Documents), and minus accounting for the impact on net income of any equity incentive options or shares granted (the “2007 Adjusted Income”)) reported in the Company’s Annual Report on Form 10-K or 10-KSB, as applicable, KSB of the Company for the fiscal year ended ending December 31, 2007, as filed with the Commission (the “2007 Annual Report”) Commission, is less than $2.0 million 12,500,000.00 (the “2007 Guaranteed ATNI”), the Make Good Pledgors he will transfer to each Investor the Investors on a pro rata basis for no additional consideration a number other than their part of their respective Investment Amount at Closing 3,947,368 shares of Common Stock equal to (($2.0 million - 2007 Adjusted Income)/$2.0 million) multiplied by the Escrow Shares, subject to a maximum number of 50% of the Escrow Shares (the “2007 Make Good Shares”). Should In the preceding formula yield event that either (i) the earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending December 31, 2008, as filed with the Commission, is less than $0.480 on a number fully diluted basis (as equitably adjusted for any stock splits, stock combinations, stock dividends, or similar transactions) (the “2008 Guaranteed EPS”) or (ii) the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending December 31, 2008, as filed with the Commission, is less than $21,000,000.00 (the “2008 Guaranteed ATNI”), Jiang Xxxx Xxx agrees to transfer to the Investors on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 3,947,368 shares of Common Stock (the “2008 Make Good Shares”). In the event that the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending December 31, 2007, as filed with the Commission, is equal to or less greater than zerothe 2007 Guaranteed ATNI, no transfer of 2007 Make Good Shares shall be made to Investors. If the 2007 Annual Report indicates that the Company shall have satisfied the 2007 Guaranteed ATNI test specified above for such period, then no transfer to Investors of 2007 Make Good Shares shall be required by Jiang Xxxx Xxx to the Investors under this Section 4.11(a) and all such 2007 Make Good Shares deposited with the Make Good Escrow Agent shall be returned to the Make Good Pledgors Jiang Xxxx Xxx in accordance with the Make Good Escrow Agreement. Transfers In the event that both the earnings per share reported in the Annual Report on Form 10-KSB of 2007 the Company for the fiscal year ending December 31, 2008, as filed with the Commission, is equal to or greater than the 2008 Guaranteed EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending December 31, 2008, as filed with the Commission, is equal to or greater than the 2008 Guaranteed ATNI, no transfer of the 2008 Make Good Shares shall be required by Jiang Xxxx Xxx to the Investors under this Section 4.11(a) and such 2008 Make Good Shares shall be made returned to Investors within 10 Business Days after the date on which the Company’s 2007 Annual Report is filed with the Commission and otherwise delivered Jiang Xxxx Xxx in accordance with the Make Good Escrow Agreement. Any such transfer of the 2007 Make Good Shares or the 2008 Make Good Shares under this Section shall be made to an Investor within 10 Business Days after the date which the 2007, or 2008, as applicable, Annual Report on Form 10-KSB for the Company is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement. Notwithstanding the foregoing, the parties agree that for purposes of determining whether or not the 2007 Guaranteed ATNI, the 2008 Guaranteed EPS or the 2008 Guaranteed ATNI have been achieved, the release of the 2007 Make Good Shares or the 2008 Make Good Shares to Jiang Xxxx Xxx as a result of the operation of Section 4.11(a) shall not be deemed to be an expense, charge or other deduction from revenues even though GAAP may require contrary treatment.

Make Good Shares. (a) The Make Good Pledgors Pledgor agrees that if in the Company’s consolidated after tax event that (i) the net income revenue of the Company reported for the fiscal year 2007 calculated under U.S. GAAP existing business segments (minus adjustments for non-cash and cash charges related to the transactions contemplated excluding any future acquisitions) in the Transaction Documents (including any expenses Annual Report of the exchange transactions between Omnia and the Company or of offer, sale and registration for resale of the Securities, including any liquidated damages payments under the Registration Rights Agreement, and including any expense relating to any issuance of shares by the Company prior to the transactions contemplated in the Transaction Documents), and minus accounting for the impact on net income of any equity incentive options or shares granted (the “2007 Adjusted Income”)) reported in the Company’s Annual Report on Form 10-K (or 10-KSB, such other form appropriate for such purpose as applicable, promulgated by the Commission) for the fiscal year ended ending December 31, 20072011, as filed with the Commission (the “2007 2011 Annual Report”) ), is less than $2.0 million 81,300,000 for the fiscal year ending December 31, 2011 (the “2007 2011 Guaranteed ATNIAmount”) or (ii) the net revenue of the Company reported for the existing business segments (excluding any future acquisitions) in the Annual Report of the Company on Form 10-K (or such other form appropriate for such purpose as promulgated by the Commission) for the fiscal year ending December 31, 2012, as filed with the Commission (the “2012 Annual Report”), is less than $102,000,000 for the Make Good Pledgors will transfer to each Investor for no additional consideration a number of shares of Common Stock equal to (($2.0 million - 2007 Adjusted Income)/$2.0 million) multiplied by the Escrow Sharesfiscal year ending December 31, subject to a maximum number of 50% of the Escrow Shares 2012 (the “2007 Make Good Shares2012 Guaranteed Amount”). Should the preceding formula yield a number equal to or less than zero, no transfer of 2007 Make Good Shares shall be made to Investors. If the 2007 Annual Report indicates that the Company shall have satisfied the 2007 Guaranteed ATNI test specified above for such period, then no transfer to Investors of 2007 Make Good Shares shall be required by this Section 4.11(a) and all 2007 Make Good Shares deposited with in either case, the Make Good Escrow Agent shall (on behalf of the Make Good Pledgor) will, without any further action on the part of the Investors, transfer a number of Make Good Shares (as calculated below) to the Investors on a pro-rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) as specified in Exhibit A to this Agreement for no consideration other than payment of their respective Investment Amount paid to the Company at Closing. If the net revenue of the Company for the existing business segments (excluding any future acquisitions) for the fiscal year ended December 31, 2011 equals or exceeds the 2011 Guaranteed Amount, then 50% of the Make Good Shares will be returned released back to the Make Good Pledgors in accordance with the Make Good Escrow AgreementPledgor. Transfers of 2007 Make Good Shares required under this Section 4.11(a) shall be made to Investors within 10 Business Days after the date on which the Company’s 2007 Annual Report is filed with the Commission and otherwise delivered in accordance with the Make Good Escrow Agreement.The “

Make Good Shares. (a) The Make Good Pledgors Pledgor agrees that if the Company’s consolidated after tax net income for the fiscal year 2007 calculated under U.S. GAAP (minus adjustments for non-cash and cash charges related to the transactions contemplated in the Transaction Documents (including any expenses of event that the exchange transactions between Omnia and the Company or of offer, sale and registration for resale of the Securities, including any liquidated damages payments under the Registration Rights Agreement, and including any expense relating to any issuance of shares by the Company prior to the transactions contemplated in the Transaction Documents), and minus accounting for the impact on net income of any equity incentive options or shares granted (the “2007 Adjusted Income”)) After-Tax Net Income reported in the Company’s 2007 Annual Report on Form 10-K or 10-KSB, as applicable, for the fiscal year ended December 31, 2007, as filed with the Commission (the “2007 Annual Report”) is less than $2.0 million 19,000,000 (the “2007 Guaranteed ATNI”), the Agent will instruct the Make Good Pledgors will transfer Escrow Agent to release to the Investors (in accordance with the Make Good Escrow Agreement) on a pro-rata basis (determined by dividing each Investor Investor’s Investment Amount as of the Closing Date by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no additional consideration a number other than their part of their respective Investment Amount at Closing, 11,194,030 shares of Common Stock equal to (($2.0 million - 2007 Adjusted Income)/$2.0 millionas equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) multiplied by the Escrow Shares, subject to a maximum number of 50% of the Escrow Shares (the “2007 Make Good Shares”). Should In the preceding formula yield a number equal to or event that either (i) the earnings per share reported in the 2008 Annual Report is less than zero$0.300 on a fully diluted basis (as equitably adjusted for any stock splits, no stock combinations, stock dividends or similar transactions) (the “2008 Guaranteed EPS”) or (ii) the After-Tax Net Income reported in the 2008 Annual Report plus the amount of any charges recorded against the Company’s After-Tax Net Income that were attributable to the release or transfer of any or all of the 2007 Make Good Shares shall be made to Investors. If is less than $30,000,000 (the 2007 Annual Report indicates that “2008 Guaranteed ATNI”), the Company shall have satisfied Agent will instruct the 2007 Guaranteed ATNI test specified above for such period, then no transfer to Investors of 2007 Make Good Shares shall be required by this Section 4.11(a) and all 2007 Make Good Shares deposited Escrow Agent to release to the Investors (in accordance with the Make Good Escrow Agreement) on a pro rata basis (determined by dividing each Investor’s Investment Amount as of the Closing Date by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no consideration other than their part of their respective Investment Amount at Closing, 11,194,030 shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “2008 Make Good Shares”). In the event that the After-Tax Net Income reported in the 2007 Annual Report is equal to or greater than the 2007 Guaranteed ATNI, the Agent shall be returned instruct the Make Good Escrow Agent to release the 2007 Make Good Shares to the Make Good Pledgors Pledgor in accordance with the Make Good Escrow Agreement. Transfers In the event that both (i) the earnings per share reported in the 2008 Annual Report is equal to or greater than the 2008 Guaranteed EPS and (ii) the After-Tax Net Income reported in the 2008 Annual Report plus the amount of any charges recorded against the Company’s After-Tax Net Income that were attributable to the release or transfer of any or all of the 2007 Make Good Shares required under this Section 4.11(a) is equal to or greater than the 2008 Guaranteed ATNI, the Agent shall be made instruct the Make Good Escrow Agent to Investors within 10 Business Days after release the date on which 2008 Make Good Shares to the Company’s 2007 Annual Report is filed with the Commission and otherwise delivered Make Good Pledgor in accordance with the Make Good Escrow Agreement. Any such release to the Investors or to the Make Good Pledgor of the 2007 Make Good Shares or the 2008 Make Good Shares shall be made to the Investors or the Make Good Pledgor, as applicable, within 10 Business Days after the date which the 2007 Annual Report or 2008 Annual Report, as applicable, is filed.

Make Good Shares. (a) The Make Good Pledgors Pledgor agrees that if the Company’s consolidated after tax net income After-Tax Net Income for the fiscal year ended June 30, 2007 calculated under U.S. GAAP (minus adjustments for non-cash and cash charges related to the transactions contemplated in the Transaction Documents (including any expenses of the exchange transactions between Omnia and the Company or of offer, sale and registration for resale of the Securities, including any liquidated damages payments under the Registration Rights Agreement, and including any expense relating to any issuance of shares by the Company prior to the transactions contemplated in the Transaction Documents), and minus accounting for the impact on net income of any equity incentive options or shares granted (the “2007 Adjusted Income”)) reported in the Company’s 's Annual Report on Form 10-K or 10-KSB, as applicable, for the fiscal year ended December 31ending June 30, 2007, as filed with the Commission (the “"2007 Annual Report”ANNUAL REPORT") is less than $2.0 million 18,900,000 (the “"2007 Guaranteed GUARANTEED ATNI”"), the Make Good Pledgors Pledgor will transfer to each Investor on a pro rata basis (based upon such Investor's Investment Amount relative to the aggregate Investment Amount of all Investors hereunder) for no additional consideration consideration, a number of shares of Common Stock equal to (as equals: [($2.0 million 18,900,000 - the actual After-Tax Net Income reported in the 2007 Adjusted Income)/$2.0 million) multiplied by the Escrow Shares, subject to a maximum number of Annual Report)/$18,900,000] * 50% of the Escrow Underlying Shares which would be issuable in accordance with Section 6(a) of the Certificate of Designation (but without regard to any restrictions or caps on conversion contained in the Certificate of Designation or otherwise applicable to such Shares) upon a full conversion of such Investor's Shares issued at Closing and then held at the time of such determination (the “"2007 Make Good Shares”MAKE GOOD SHARES"). Should If the preceding formula yield a number equal to or less than zeroCompany's audited consolidated financial statements for the fiscal year ended June 30, 2007 specify that the 2007 Guaranteed ATNI shall have been achieved, no transfer of 2007 Make Good Shares shall be made to Investors. If the 2007 Annual Report indicates that the Company shall have satisfied the 2007 Guaranteed ATNI test specified above for such period, then no transfer to Investors of 2007 Make Good Shares shall be required by this Section 4.11(a) and all 2007 Make Good Shares deposited with the Make Good Escrow Agent shall be returned to the Make Good Pledgors Pledgor within 7 Business Days after the date which the 2007 Annual Report is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement. Transfers of 2007 Make Good Shares required under this Section 4.11(a) shall be made to Investors within 10 7 Business Days after the date on which the Company’s 2007 Annual Report is filed with the Commission and otherwise delivered in accordance with the Make Good Escrow Agreement.