Common use of Disbursement of Escrow Shares Clause in Contracts

Disbursement of Escrow Shares. Wonder covenanted to the Subscribers that Wonder would attain the following financial performance thresholds (the "Performance Thresholds"): $8,140,000 million of Net Income ("NI") for the fiscal year ("FY06") ending December 31, 2006 (the "2006 Threshold") and $12,713,760 of NI for the fiscal year ("FYO7") ending December 31, 2007 (the "2007 Threshold"). The Company will provide the Subscriber Representative with (a) its audited financial statements, prepared in accordance with US GAAP, on or before March 31, 2007 so as to allow the Subscriber Representative the opportunity to evaluate whether the 2006 Threshold was attained and (b) its audited financial statements, prepared in accordance with U.S. GAAP, on or before March 31, 2008 so as to allow the Subscriber Representative the opportunity to evaluate whether the 2007 Threshold was attained. If the 2006 Threshold is not achieved, the Company shall cause its special securities counsel, Thelen Reid & Priest LLP, to provide written instruction to the Escrxx Xxxxx xxstructing the Escrow Agent to issue and deliver within ten business days following delivery of the FY06 financial statements to the Subscriber Representative certificates registered in the name of each Subscriber evidencing the Subscriber's pro rata portion of the 2006 Escrow Shares. If the 2007 Threshold is not achieved, the Company shall cause its special securities counsel, Thelen Reid & Priest LLP, to provide written instruction to the Escrxx Xxxxx xx issue and deliver within ten business days following delivery of the FY07 financial statements to the Subscriber Representative certificates registered in the name of each Subscriber evidencing the Subscriber's pro rata portion of the 2007 Escrow Shares. Each Subscriber's portion of the required number of Escrow Shares shall be equal to such Subscriber's pro rata portion of such required number of Escrow Shares (based upon the respective number of shares of Wonder's capital stock acquired by each Subscriber pursuant to the Subscription Agreement). Notwithstanding anything to the contrary herein, only those Subscribers who remain stockholders of the Company at the time that any Escrow Shares become deliverable hereunder shall be entitled to their pro rata portion of such Escrow Shares. The Subscriber Representative shall thereafter promptly deliver to the Subscribers such certificates. The Escrow Agent need only rely on the letter of instruction from Thelen Reid & Priest LLP in this regard. If the 2006 Threshold or xxx 0000 Xhreshold is achieved, the Company shall cause Thelen Reid & Priest LLP to provide written instruction to the Exxxxx Xxxxx, for the release of the 2006 Escrow Shares or 2007 Escrow Shares, respectively, to the Stockholders.

Disbursement of Escrow Shares. Wonder covenanted to In the Subscribers event that Wonder would attain the following financial performance thresholds (the "Performance Thresholds"): $8,140,000 million of Net Income ("NI") revenues for the fiscal year ("FY06") ending December 31, 2006 2023 are less than $14,500,000 (the "2006 Threshold"“2023 Guaranteed Gross Revenue”), the Escrow Agent (on behalf of the Company) will transfer the 2023 Make Good Shares 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 under the Securities Purchase Agreement) as specified in Exhibit A to this Agreement, as it may be amended from time to time, for no consideration other than payment of their respective Investment Amount paid to the Company at Closing and $12,713,760 without any need for action or notice by or on behalf of NI any Investor. Any transfer of the 2023 Make Good Shares under this Section shall be made to the Investors or the Company, as applicable, within 10 Business Days after the date which the Company has completed its 2023 tax filings (the “2023 Report”) for the fiscal year ("FYO7") ending December 31Internal Revenue Service, 2007 (the "2007 Threshold"). The Company will provide the Subscriber Representative with (a) its audited financial statements, prepared in accordance with US GAAP, on or before March 31, 2007 so as this Make Good Agreement. In the event that the 2023 Make Good Shares are required to allow be distributed to the Subscriber Representative the opportunity to evaluate whether the 2006 Threshold was attained and (b) its audited financial statements, prepared Investors in accordance with U.S. GAAPthe terms of this Agreement, on or before March 31, 2008 so as to allow the Subscriber Representative the opportunity to evaluate whether the 2007 Threshold was attained. If the 2006 Threshold is not achieved, the Company shall cause its special securities counsel, Thelen Reid & Priest LLP, to provide written instruction to the Escrxx Xxxxx xxstructing the Escrow Agent to issue and will deliver within ten business days following delivery of the FY06 financial statements such shares to the Subscriber Representative certificates registered Investors in accordance with Exhibit A, as it may be amended from time to time. X. X. Xxxxxxxxx (the name of each Subscriber evidencing the Subscriber's pro rata portion of the 2006 Escrow Shares. If the 2007 Threshold is not achieved, the Company shall cause its special securities counsel, Thelen Reid & Priest LLP, to provide written instruction to the Escrxx Xxxxx xx issue and deliver within ten business days following delivery of the FY07 financial statements to the Subscriber Representative certificates registered in the name of each Subscriber evidencing the Subscriber's pro rata portion of the 2007 Escrow Shares. Each Subscriber's portion of the required number of Escrow Shares shall be equal to such Subscriber's pro rata portion of such required number of Escrow Shares (based upon the respective number of shares of Wonder's capital stock acquired by each Subscriber pursuant to the Subscription Agreement). Notwithstanding anything to the contrary herein, only those Subscribers who remain stockholders of the Company at the time that any Escrow Shares become deliverable hereunder shall be entitled to their pro rata portion of such Escrow Shares. The Subscriber Representative shall thereafter promptly “Investor Agent”) will deliver to the Subscribers such certificatesEscrow Agent (with a copy to the Company) a copy of the 2023 Report, together with the calculation of whether the 2023 Guaranteed Gross Revenue has been achieved. The Escrow Agent need only rely on such letters from Investor Agent and will disregard any contrary or further calculations or instructions in such regard delivered by or on behalf of the letter Company. Pursuant to Section 4(a), if the Investor Agent delivers a notice to the Escrow Agent that Escrow Shares are to be transferred to the Investors, then the Escrow Agent shall immediately forward either the 2023 Make Good Shares to the Company’s Transfer Agent for reissuance to the Investors in an amount to each Investor as set forth on Exhibit A attached hereto and otherwise in accordance with this Make Good Agreement. The Company covenants and agrees that upon any transfer of instruction from Thelen Reid & Priest LLP the 2023 Make Good Shares to the Investors in accordance with this regard. If the 2006 Threshold or xxx 0000 Xhreshold is achievedMake Good Agreement, the Company shall promptly instruct its Transfer Agent to reissue such the 2023 Make Good Shares in the applicable Investor’s name and deliver the same, or cause Thelen Reid & Priest LLP the same to be delivered as directed by such Investor in an amount to each Investor as set forth on Exhibit A attached hereto. If the Company does not promptly provide written such instructions to the Transfer Agent of the Company, then the Investor Agent is hereby irrevocably authorized and directed by the Company to give such re-issuance instruction to the Exxxxx Xxxxx, for the release Transfer Agent of the 2006 Company. The Company covenants and agrees to provide the Escrow Shares Agent with certified tax identification numbers by furnishing appropriate forms W-9 or 2007 W-8 and such other forms and documents that the Escrow SharesAgent may request, respectivelyincluding appropriate W-9 or W-8 forms for each Investor. The Company and the Investors understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the Stockholdersinvestment of the Escrow Property. If any transfer of the 2023 Make Good Shares shall be made to the Investors, the rights of the Investor Agent under this Section 4 shall terminate upon the completion of transferring the 2023 Make Good Shares to the Investors.

Disbursement of Escrow Shares. Wonder covenanted to BAK advised the Subscribers that Wonder the Company, on a consolidated basis, would attain the following financial performance thresholds (the "Performance Thresholds"): $8,140,000 12 million of Net Income ("NI") for the fiscal year ending September 30, 2005 (the "FY062005 Threshold") and $27 million NI for the fiscal year ending December 31September 30, 2006 (the "2006 Threshold") and $12,713,760 of NI for ), respectively. In the fiscal year ("FYO7") ending December 31, 2007 (event that the "2007 Threshold"). The Company will provide the Subscriber Representative with (a) its audited financial statements, prepared in accordance with US GAAP, on or before March 31, 2007 so as to allow the Subscriber Representative the opportunity to evaluate whether the 2006 Threshold was attained and (b) its audited financial statements, prepared in accordance with U.S. GAAP, on or before March 31, 2008 so as to allow the Subscriber Representative the opportunity to evaluate whether the 2007 Threshold was attained. If the 2006 2005 Threshold is not achievedachieved based on the Company's audited financial statements for the period as filed with the U.S. Securities and Exchange Commission ("SEC"), the Company Subscriber's attorney-in-fact, Halter Financial Group, Inc. ("HFG"), shall cause its special securities counsel, Thelen Reid & Priest LLP, to provide written instruction to the Escrxx Xxxxx xxstructing Escrow Agent instructing the Escrow Agent to issue and deliver certificates evidencing, in the aggregate, 50% of the Escrow Shares to the Subscribers, on a pro rata basis, within ten (10) business days following delivery of the FY06 financial statements to date the Subscriber Representative certificates registered in audit report for the name of each Subscriber evidencing period is filed with the Subscriber's pro rata portion of the 2006 Escrow Shares. If the 2007 Threshold is not achieved, the Company shall cause its special securities counsel, Thelen Reid & Priest LLP, to provide written instruction to the Escrxx Xxxxx xx issue and deliver within ten business days following delivery of the FY07 financial statements to the Subscriber Representative certificates registered in the name of each Subscriber evidencing the Subscriber's pro rata portion of the 2007 Escrow Shares. Each Subscriber's portion of the required number of Escrow Shares shall be equal to such Subscriber's pro rata portion of such required number of Escrow Shares (based upon the respective number of shares of Wonder's capital stock acquired by each Subscriber pursuant to the Subscription Agreement). Notwithstanding anything to the contrary herein, only those Subscribers who remain stockholders of the Company at the time that any Escrow Shares become deliverable hereunder shall be entitled to their pro rata portion of such Escrow Shares. The Subscriber Representative shall thereafter promptly deliver to the Subscribers such certificatesSEC. The Escrow Agent need only rely on the letter of instruction from Thelen Reid & Priest LLP HFG in this regard. If the 2005 Threshold is achieved, Li shall provide written instruction to the Escrow Agent, which letter of instruction shall be acknowledged in writing by HFG, for the release of 50% of the Escrow Shares to Li. In the event that the 2006 Threshold is not achieved based on the Company's audited financial statements for the period as filed with the SEC, HFG shall provide written instruction to the Escrow Agent instructing the Escrow Agent to issue and deliver certificates evidencing, in the aggregate, the remaining 50% of the Escrow Shares to the Subscribers, on a pro rata basis, within ten (10) business days of the date the audit report for the period is filed with the SEC. The Escrow Agent need only rely on the letter of instruction from HFG in this regard. If the 2006 Threshold or xxx 0000 Xhreshold is achieved, the Company Li shall cause Thelen Reid & Priest LLP to provide written instruction to the Exxxxx XxxxxEscrow Agent, which letter of instruction shall be acknowledged in writing by HFG, for the release of the 2006 remaining 50% of the Escrow Shares or 2007 Escrow Shares, respectively, to the StockholdersLi.

Disbursement of Escrow Shares. Wonder covenanted to (a) The Make Good Pledgor agrees that if the Subscribers that Wonder would attain the following financial performance thresholds (the "Performance Thresholds"): $8,140,000 million of After-Tax Net Income ("NI") for the fiscal year ("FY06") ended December 31, 2011 reported in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2006 2011, as filed with the Commission (the "2006 Threshold"“2011 Annual Report”) is less than $6,400,000 (the “2011 Guaranteed ATNI”), the Company shall provide written instruction (with a copy to Agent) and $12,713,760 direct the Escrow Agent to instruct the transfer agent of NI the Company to transfer to each Investor (in such Investor’s name), on a pro rata basis, for no additional consideration, the Escrow Shares. The Escrow Agent shall be entitled to rely on the calculations provided by the Company in releasing the Escrow Shares for disbursement, with no further responsibility to calculate or confirm amounts. If the Company’s audited consolidated financial statements for the fiscal year ("FYO7") ending ended December 31, 2007 (2011 specify that the "2007 Threshold"). The Company will provide the Subscriber Representative with (a) its audited financial statements, prepared in accordance with US GAAP, on or before March 31, 2007 so as to allow the Subscriber Representative the opportunity to evaluate whether the 2006 Threshold was attained and (b) its audited financial statements, prepared in accordance with U.S. GAAP, on or before March 31, 2008 so as to allow the Subscriber Representative the opportunity to evaluate whether the 2007 Threshold was attained. If the 2006 Threshold is not 2011 Guaranteed ATNI shall have been achieved, no transfer of the Company Escrow Shares shall cause its special securities counsel, Thelen Reid & Priest LLP, to provide written instruction to be required by this Section 4(a) and the Escrxx Xxxxx xxstructing Escrow Agent shall return all Escrow Shares deposited with the Escrow Agent to issue and deliver the Make Good Pledgor within ten business days following delivery 7 Business Days after the date on which the 2011 Annual Report is filed with the Commission; provided that Escrow Agent is given notice of the FY06 financial statements to the Subscriber Representative certificates registered in the name of each Subscriber evidencing the Subscriber's pro rata portion of the 2006 Escrow Shares2011 Annual Report’s filing and results. If the 2007 Threshold is Company’s audited consolidated financial statements for the fiscal year ended December 31, 2011 specify that the 2011 Guaranteed ATNI has not been achieved, the Company shall cause its special securities counsel, Thelen Reid & Priest LLP, to provide written instruction subject to the Escrxx Xxxxx xx issue and deliver within ten business days following delivery timing of the FY07 financial statements to the Subscriber Representative certificates registered in the name of each Subscriber evidencing the Subscriber's pro rata portion of the 2007 Escrow Shares. Each Subscriber's portion of the required number transfer agent, transfers of Escrow Shares required under this Section 4(a) shall be equal made to such Subscriber's pro rata portion of such required number of Investors within 7 Business Days after the date on which the 2011 Annual Report is filed with the Commission; provided that Escrow Shares (based upon the respective number of shares of Wonder's capital stock acquired by each Subscriber pursuant to the Subscription Agreement). Notwithstanding anything to the contrary herein, only those Subscribers who remain stockholders Agent is given notice of the Company at the time that any Escrow Shares become deliverable hereunder shall be entitled to their pro rata portion of such Escrow Shares. The Subscriber Representative shall thereafter promptly deliver to the Subscribers such certificates. The Escrow Agent need only rely on the letter of instruction from Thelen Reid & Priest LLP in this regard. If the 2006 Threshold or xxx 0000 Xhreshold is achieved, the Company shall cause Thelen Reid & Priest LLP to provide written instruction to the Exxxxx Xxxxx, for the release of the 2006 Escrow Shares or 2007 Escrow Shares, respectively, to the Stockholders.2011 Annual Report’s filing and results

Disbursement of Escrow Shares. Wonder covenanted to a. The Make Good Pledgor agrees that in the Subscribers event that Wonder would attain either (i) the following financial performance thresholds earnings before taxes ,calculated in accordance with GAAP, as reported in the Annual Report on Form 10-K (or such other form appropriate for such purpose as promulgated by the "Performance Thresholds"): $8,140,000 million Commission) of Net Income ("NI") the Company for the fiscal year ("FY06") ending December 31June 30, 2006 2008, as filed with the Commission (the "2006 Threshold"“2008 Annual Report”) plus (w) non-cash charges associated with the Company’s previous convertible debt and $12,713,760 warrant issuances, (x) all costs and expenses associated with the transactions contemplated by the SPA and the other Transaction Documents, including, all costs and non-cash charges associated with the exercise of NI for the fiscal year Warrants and ("FYO7"y) ending December 31all costs and expenses associated with the settlement of all legal and other matters pertaining to the Company prior to or in connection with the completion of the Exchange (collectively, 2007 (the "2007 Threshold"“Exchange Costs”). The Company will provide , if the Subscriber Representative with (a) its audited financial statements, prepared Make Good Pledgor has delivered to the Investors shares of the Common Stock owned by him as and if required in accordance with US GAAPSection 4.11A of the SPA less (z) all extraordinary gains, on including but not limited to one time asset sales and accounting changes (“2008 EBT”) is less than $26,700,000 (“2008 Guaranteed EBT”), or (ii) the fully diluted earnings before March 31taxes per share, calculated by dividing 2008 EBT by the weighted average number of fully diluted shares of Common Stock outstanding (which number shall not include (x) the 20,000,000 shares of Common Stock held in escrow pursuant to the November 2007 so as Transaction Documents unless and until such shares are released from escrow to allow the Subscriber Representative investors parties to the opportunity to evaluate whether the 2006 Threshold was attained November 2007 Securities Purchase Agreement and (by) its audited financial statementsshares of Common Stock which are issuable pursuant to any liquidated damages provision set forth in the November 2007 Transaction Documents unless and until an event occurs which requires the issuance of such shares of Common Stock) (“2008 Diluted EBT”) is less than $0.040 (“2008 Guaranteed Diluted EBT”), prepared in accordance with U.S. GAAP, on or before March 31, 2008 so as to allow the Subscriber Representative the opportunity to evaluate whether the 2007 Threshold was attained. If the 2006 Threshold is not achieved, the Company shall cause its special securities counsel, Thelen Reid & Priest LLP, to provide written instruction to the Escrxx Xxxxx xxstructing the Escrow Agent to issue and deliver within ten business days following delivery (on behalf of the FY06 financial statements Make Good Pledgor) will transfer all of the 2008 Make Good Shares to the Subscriber Representative certificates registered in the name of each Subscriber evidencing the Subscriber's Investors on a pro rata portion basis (determined by dividing each Investor’s Investment Amount by the aggregate of the 2006 Escrow Shares. If the 2007 Threshold is not achieved, all Investment Amounts delivered to the Company shall cause its special securities counsel, Thelen Reid & Priest LLP, to provide written instruction to by the Escrxx Xxxxx xx issue and deliver within ten business days following delivery Investors under the SPA) for no consideration other than payment of the FY07 financial statements to the Subscriber Representative certificates registered in the name of each Subscriber evidencing the Subscriber's pro rata portion of the 2007 Escrow Shares. Each Subscriber's portion of the required number of Escrow Shares shall be equal to such Subscriber's pro rata portion of such required number of Escrow Shares (based upon the their respective number of shares of Wonder's capital stock acquired by each Subscriber pursuant to the Subscription Agreement). Notwithstanding anything to the contrary herein, only those Subscribers who remain stockholders of the Company Investment Amount paid at the time that any Escrow Shares become deliverable hereunder shall be entitled to their pro rata portion of such Escrow SharesClosing. The Subscriber Representative shall thereafter promptly deliver to the Subscribers such certificates. The Escrow Agent need only rely on the letter of instruction from Thelen Reid & Priest LLP in this regard. If the 2006 Threshold or xxx 0000 Xhreshold is achieved, the Company shall cause Thelen Reid & Priest LLP to provide written instruction to the Exxxxx Xxxxx, for the release of the 2006 Escrow Shares or 2007 Escrow Shares, respectively, to the Stockholders.“

Disbursement of Escrow Shares. Wonder covenanted to a. The Make Good Pledgor agrees that in the Subscribers event that Wonder would attain either (i) the following financial performance thresholds Earnings Per Share (as defined in the "Performance Thresholds"): $8,140,000 million SPA) reported in the in the Annual Report on Form 10-KSB of Net Income ("NI") the Company for the fiscal year ("FY06") ending December 31June 30, 2006 2009, as filed with the Commission (the "2006 Threshold"“2009 Annual Report”), is less than the “2009 Guaranteed EPS”, as defined in the SPA, meaning, ninety three percent of the 2009 Guaranteed ATNI, as defined below, divided by the Closing Outstanding Shares (as defined in the SPA), as may be equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions: 2009 Guaranteed ATNI × 93% Closing Outstanding Shares or (ii) and the After Tax Net Income (as defined in the SPA) reported in the 2009 Annual Report, is less than $12,713,760 of NI for the fiscal year ("FYO7") ending December 31, 2007 12,000,000 (the "2007 Threshold"“2009 Guaranteed ATNI”). The Company will provide the Subscriber Representative with (a) its audited financial statements, prepared in accordance with US GAAP, on or before March 31, 2007 so as to allow the Subscriber Representative the opportunity to evaluate whether the 2006 Threshold was attained and (b) its audited financial statements, prepared in accordance with U.S. GAAP, on or before March 31, 2008 so as to allow the Subscriber Representative the opportunity to evaluate whether the 2007 Threshold was attained. If the 2006 Threshold is not achieved, the Company shall cause its special securities counsel, Thelen Reid & Priest LLP, to provide written instruction Make Good Pledgors will transfer to the Escrxx Xxxxx xxstructing Investors on a pro-rata basis (determined by dividing each Investor’s Investment Amount by the Escrow Agent to issue and deliver within ten business days following delivery aggregate of the FY06 financial statements all Investment Amounts delivered to the Subscriber Representative certificates registered in Company by the name Investors under the SPA) for no consideration other than payment of each Subscriber evidencing the Subscriber's pro rata portion of the 2006 Escrow Shares. If the 2007 Threshold is not achievedtheir respective Investment Amount paid at Closing, the Company shall cause its special securities counsel, Thelen Reid & Priest LLP, to provide written instruction to the Escrxx Xxxxx xx issue and deliver within ten business days following delivery of the FY07 financial statements to the Subscriber Representative certificates registered in the name of each Subscriber evidencing the Subscriber's pro rata portion of the 2007 Escrow 2009 Make Good Shares. Each Subscriber's portion of the required number of Escrow Shares shall be equal to such Subscriber's pro rata portion of such required number of Escrow Shares (based upon the respective number of shares of Wonder's capital stock acquired by each Subscriber pursuant to the Subscription Agreement). Notwithstanding anything to the contrary contained herein, only those Subscribers who remain stockholders in determining whether the Company has achieved the 2009 Guaranteed ATNI or 2009 Guaranteed EPS, the Company may disregard any compensation charge or expense required to be recognized by the Company under GAAP resulting from the release of the Company at 2009 Make Good Shares to Make Good Pledgor if and to the time that any Escrow Shares become deliverable hereunder extent such charge or expense is specified in the Company’s independent auditor’s report for the relevant year, as filed with the Commission. No other exclusions shall be entitled made for any non-recurring expenses of the Company, including liquidated damages under the Transaction Documents, in determining whether 2009 Guaranteed ATNI or 2009 Guaranteed EPS have been achieved. If prior to the second anniversary of the filing of the 2009 Annual Report, the Company or their pro rata portion auditors report or recognize that the financial statements contained in such report are subject to amendment or restatement such that the Company would recognize or report adjusted After Tax Net Income of less than the 2009 Guaranteed ATNI or Earnings Per Share of less than the 2009 Guaranteed EPS, as applicable, then notwithstanding any prior return of 2009 Make Good Shares to the Make Good Pledgor, the Make Good Pledgor will, within 10 Business Days following the earlier of the filing of such Escrow Shares. The Subscriber Representative shall thereafter promptly amendment or restatement or recognition, deliver the 2009 Make Good Shares to the Subscribers Investors. In the event that the After Tax Net Income reported in the 2009 Annual Report is equal to or greater than the 2009 Guaranteed ATNI and the Earnings Per Share for the fiscal year ending June 30, 2009, as reported in the 2009 Annual Report is equal to or greater than the 2009 Guaranteed EPS, no transfer of the 2009 Make Good Shares shall be required by the Make Good Pledgor to the Investors under this Section and such certificates2009 Make Good Shares shall be conveyed to Xxx Xx in accordance with this Make Good Agreement. Any transfer of the 2009 Make Good Shares under this Section shall be made to the Investors or the Make Good Pledgor, as applicable, within 10 Business Days after the date which the 2009 Annual Report is filed with the Commission and otherwise in accordance with this Make Good Agreement. In the event that either (i) the Earnings Per Share for the fiscal year ending June 30, 2009 is less than the 2009 Guaranteed EPS or (ii) the After Tax Net Income for the fiscal year ending June 30, 2009, as reported in the 2009 Annual Report is less than the 2009 Guaranteed ATNI, the Company has agreed that Pinnacle Fund L.P. (“Pinnacle”) will provide prompt written instruction to the Escrow Agent with regard to the distribution of the 2009 Make Good Shares in an amount to each Investor as set forth on Exhibit A attached hereto (as determined as set forth above). The Escrow Agent need only rely on the letter of instruction from Thelen Reid & Priest LLP Pinnacle in this regard. If the 2006 Threshold or xxx 0000 Xhreshold is achievedregard and, the Company shall cause Thelen Reid & Priest LLP to provide written instruction notwithstanding anything to the Exxxxx Xxxxxcontrary contained herein, will disregard any contrary instructions. In the event that the (i) Earnings Per Share for the fiscal year ending June 30, 2009 reported in the 2009 Annual Report is equal to or greater than the 2009 Guaranteed EPS and (ii) After Tax Net Income reported in the 2009 Annual Report is equal to or greater than the 2009 Guaranteed ATNI, Pinnacle shall provide prompt written instructions to the Escrow Agent for the release of the 2006 Escrow 2009 Make Good Shares or 2007 Escrow Shares, respectively, to the StockholdersMake Good Pledgor.