Common use of Make Good Shares Clause in Contracts

Make Good Shares. (a) Xxxxxx Xxx agrees that in the event the consolidated financial statements of the Company reflect less than $12,000,000.00 of After-Tax Net Income for the fiscal year ended June 30, 2006 (the “Guaranteed NI”), he will transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2006 Make Good Shares”). In the event the audited consolidated financial statements of the Company reflect $12,000,000 or more of After-Tax Net Income for the fiscal year ended June 30, 2006, no transfer of the 2006 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2006 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow Agreement. Any such transfer of the 2006 Make Good Shares under this Section shall be made to an Investor within 10 Business Days after the date which the 2006 audit report for the Company is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement. (b) Xxxxxx Xxx agrees that in the 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 June 30, 2007, as filed with the Commission, is less than $0.60 on a fully diluted basis (the “2007 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 June 30, 2007, as filed with the Commission, is less than $16,000,000.00 (the “2007 ATNI”), he will transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2007 Make Good Shares”). In the 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 June 30, 2008, as filed with the Commission, is less than $0.89 on a fully diluted basis (the “2008 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 June 30, 2008, as filed with the Commission, is less than $23,900,000.00 (the “2008 ATNI”), Xxxxxx Xxx agrees to transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2008 Make Good Shares”). In the event that both the earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 ATNI, no transfer of the 2007 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2007 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow Agreement. In the event that both the earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the 2008 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the 2008 ATNI, no transfer of the 2008 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2008 Make Good Shares shall be returned to Xxxxxx 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. (c) In connection with the foregoing, Xxxxxx Xxx agrees that prior to the Closing, Xxxxxx Xxx will deposit all potential 2006 Make Good Shares, 2007 Make Good Shares and 2008 Make Good Shares into escrow in accordance with the Make Good Escrow Agreement and the handling and disposition of the 2006 Make Good Shares, 2007 Make Good Shares and 2008 Make Good Shares shall be governed by this Section 4.10 and such Make Good Escrow Agreement.

Make Good Shares. (a) Xxxxxx Xxx agrees that in the event the consolidated financial statements of the Company reflect less than $12,000,000.00 of After-Tax Net Income for the fiscal year ended June 30, 2006 (the “Guaranteed NI”), he will transfer to the Investors (through the The Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2006 Make Good Shares”). In the event the audited consolidated financial statements of the Company reflect $12,000,000 or more of After-Tax Net Income for the fiscal year ended June 30, 2006, no transfer of the 2006 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2006 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow Agreement. Any such transfer of the 2006 Make Good Shares under this Section shall be made to an Investor within 10 Business Days after the date which the 2006 audit report for the Company is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement. (b) Xxxxxx Xxx Pledgor agrees that in the event that either (i) the earnings per share 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-KSB of K (or such other form appropriate for such purpose as promulgated by the Company Commission) for the fiscal year ending June 30December 31, 20072011, as filed with the CommissionCommission (the “2011 Annual Report”), is less than $0.60 on a fully diluted basis 81,300,000 for the fiscal year ending December 31, 2011 (the “2007 EPS2011 Guaranteed Amount”) or (ii) the after tax net income revenue of the Company reported for the existing business segments (excluding any future acquisitions) in the Annual Report of the Company on Form 10-KSB 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 fiscal year ending December 31, 2012 (the “2012 Guaranteed Amount”), then in either case, the Make Good Escrow Agent (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 fiscal year ending June 30, 2007, as filed with the Commission, is less than $16,000,000.00 existing business segments (the “2007 ATNI”), he will transfer to the Investors (through the Make Good Escrow Agentexcluding any future acquisitions) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2007 Make Good Shares”). In the 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 June 30ended December 31, 20082011 equals or exceeds the 2011 Guaranteed Amount, as filed with the Commission, is less than $0.89 on a fully diluted basis (the “2008 EPS”) or (ii) the after tax net income reported in the Annual Report on Form 10-KSB then 50% of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is less than $23,900,000.00 (the “2008 ATNI”), Xxxxxx Xxx agrees to transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of Shares will be released back to the number of Shares issued at Closing (the Make Good Pledgor. The “2008 Make Good Shares”)” means 500,000 shares of Common Stock owned by the Make Good Pledgor. In the event that both the earnings per share reported in the Annual Report on Form 10-KSB The number of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 ATNI, no transfer of the 2007 Make Good Shares transferable to Investors shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2007 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow Agreement. In the event that both the earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, calculated as filed with the Commission, is equal to or greater than the 2008 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the 2008 ATNI, no transfer of the 2008 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2008 Make Good Shares shall be returned to Xxxxxx 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. (c) In connection with the foregoing, Xxxxxx Xxx agrees that prior to the Closing, Xxxxxx Xxx will deposit all potential 2006 Make Good Shares, 2007 Make Good Shares and 2008 Make Good Shares into escrow in accordance with the Make Good Escrow Agreement and the handling and disposition of the 2006 Make Good Shares, 2007 Make Good Shares and 2008 Make Good Shares shall be governed by this Section 4.10 and such Make Good Escrow Agreement.follows:

Make Good Shares. (a) Xxxxxx Xxx agrees that in In the event the consolidated financial statements of the Company reflect less than $12,000,000.00 17,490,000 of After-Tax Net Income for the fiscal year ended June 30ending December 31, 2006 (the “First Guaranteed NI”), he will Tu Xxx Xxxx agrees to transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part purchase price that certain number of their respective Investment Amount at Closing 37.5shares of the Company’s Common Stock which represents 7.5% of the number total Common Stock that Tu Xxx Xxxx owns directly or indirectly as of Shares issued at Closing the date hereof (which is 13,627,500 shares), i.e., 1,022,063 shares of the Company’s Common Stock (the “2006 Make Good Shares”). In the event the audited consolidated financial statements of the Company reflect less than $12,000,000 34,100,000 of After-Tax Net Income for the fiscal year ending December 31, 2007 (the “Second Guaranteed NI”), Tu Xxx Xxxx agrees to transfer to the Investors on a pro rata basis for no purchase price that certain number of shares of the Company’s Common Stock which represents 7.5% of the total Common Stock that Tu Xxx Xxxx owns directly or indirectly as of the date hereof (which is 13,627,500 shares), i.e., 1,022,063 shares of the Company’s Common Stock (the “2007 Make Good Shares”). In the event the consolidated financial statements of theCompany reflect $17,490,000 or more of After-Tax Net Income for the fiscal year ended June 30ending December 31, 2006, no transfer of the 2006 Make Good Shares shall be required by Xxxxxx Tu Xxx (through the Make Good Escrow Agent) Xxxx to the Investors under this Section and such 2006 Make Good Shares shall be returned to Xxxxxx Tu Xxx in accordance with the Make Good Escrow AgreementXxxx. Any such transfer of the 2006 Make Good Shares under this Section shall be made to an Investor within 10 Business Days after the date which the 2006 audit report for the Company is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement. (b) Xxxxxx Xxx agrees that in In the event that either (i) the earnings per share reported in the Annual Report on Form 10consolidated financial statements of theCompany reflect $34,100,000 or more of After-KSB of the Company Tax Net Income for the fiscal year ending June 30December 31, 2007, as filed with the Commission, is less than $0.60 on a fully diluted basis (the “2007 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 June 30, 2007, as filed with the Commission, is less than $16,000,000.00 (the “2007 ATNI”), he will transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2007 Make Good Shares”). In the 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 June 30, 2008, as filed with the Commission, is less than $0.89 on a fully diluted basis (the “2008 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 June 30, 2008, as filed with the Commission, is less than $23,900,000.00 (the “2008 ATNI”), Xxxxxx Xxx agrees to transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2008 Make Good Shares”). In the event that both the earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 ATNI, no transfer of the 2007 Make Good Shares shall be required by Xxxxxx Tu Xxx (through the Make Good Escrow Agent) Xxxx to the Investors under this Section and such 2007 Make Good Shares shall be returned to Xxxxxx Tu Xxx in accordance with the Make Good Escrow AgreementXxxx. In the event that both the earnings per share reported in the Annual Report on Form 10-KSB Nonrecurring expenses of the Company shall not be deducted from After-Tax Net Income for the fiscal year ending June 30, 2008, as filed with purposes of calculating the Commission, is equal to First Guaranteed NI or greater than the 2008 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the 2008 ATNI, no transfer of the 2008 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2008 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow AgreementSecond Guaranteed NI. Any such transfer of the 2007 2006 Make Good Shares or the 2008 2007 Make Good Shares under this Section shall be made to an Investor within 10 Business Days business days after the date which the 20072006, or 20082007, as applicable, Annual Report on Form 10-KSB audit report for the Company is filed with the Commission and otherwise in accordance with the Make Good Escrow AgreementSEC. (c) In connection with the foregoing, Xxxxxx Xxx agrees that prior to the Closing, Xxxxxx Xxx will deposit all potential 2006 Make Good Shares, 2007 Make Good Shares and 2008 Make Good Shares into escrow in accordance with the Make Good Escrow Agreement and the handling and disposition of the 2006 Make Good Shares, 2007 Make Good Shares and 2008 Make Good Shares shall be governed by this Section 4.10 and such Make Good Escrow Agreement.

Make Good Shares. (a) Xxxxxx Xxx The Make Good Pledgor agrees that in the event that the consolidated financial statements of the Company reflect less than $12,000,000.00 of After-Tax Net Income for reported in the fiscal year ended June 30, 2006 2007 Annual Report is less than $19,000,000 (the “2007 Guaranteed NIATNI”), he the Agent will transfer instruct the Make Good Escrow Agent to release to the Investors (through in accordance with the Make Good Escrow AgentAgreement) on a pro 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 37.5% Closing, 11,194,030 shares of the number of Shares issued at Closing Common Stock (the “2006 Make Good Shares”). In the event the audited consolidated financial statements of the Company reflect $12,000,000 as equitably adjusted for any stock splits, stock combinations, stock dividends or more of After-Tax Net Income for the fiscal year ended June 30, 2006, no transfer of the 2006 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agentsimilar transactions) to the Investors under this Section and such 2006 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow Agreement. Any such transfer of the 2006 Make Good Shares under this Section shall be made to an Investor within 10 Business Days after the date which the 2006 audit report for the Company is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement. (b) Xxxxxx Xxx agrees that in the 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 June 30, 2007, as filed with the Commission, is less than $0.60 on a fully diluted basis (the “2007 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 June 30, 2007, as filed with the Commission, is less than $16,000,000.00 (the “2007 ATNI”), he will transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2007 Make Good Shares”). In the event that either (i) the earnings per share reported in the 2008 Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is less than $0.89 0.300 on a 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 After-Tax Net Income reported in the 2008 Annual Report on Form 10plus the amount of any charges recorded against the Company’s After-KSB Tax Net Income that were attributable to the release or transfer of any or all of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, 2007 Make Good Shares is less than $23,900,000.00 30,000,000 (the “2008 Guaranteed ATNI”), Xxxxxx Xxx agrees the Agent will instruct the Make Good Escrow Agent to transfer release to the Investors (through in accordance with the Make Good Escrow AgentAgreement) 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 37.5% Closing, 11,194,030 shares of the number of Shares issued at Closing 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 both the earnings per share After-Tax Net Income reported in the 2007 Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 Guaranteed ATNI, no transfer of the Agent shall instruct the Make Good Escrow Agent to release the 2007 Make Good Shares shall be required by Xxxxxx Xxx (through to the Make Good Escrow Agent) to the Investors under this Section and such 2007 Make Good Shares shall be returned to Xxxxxx Xxx Pledgor in accordance with the Make Good Escrow Agreement. In the event that both (i) the earnings per share reported in the 2008 Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the 2008 Guaranteed EPS and (ii) the after tax net income After-Tax Net Income reported in the 2008 Annual Report on Form 10plus the amount of any charges recorded against the Company’s After-KSB Tax Net Income that were attributable to the release or transfer of any or all of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, 2007 Make Good Shares is equal to or greater than the 2008 Guaranteed ATNI, no transfer of the Agent shall instruct the Make Good Escrow Agent to release the 2008 Make Good Shares shall be required by Xxxxxx Xxx (through to the Make Good Escrow Agent) to the Investors under this Section and such 2008 Make Good Shares shall be returned to Xxxxxx Xxx Pledgor in accordance with the Make Good Escrow Agreement. Any such transfer release to the Investors or to the Make Good Pledgor of the 2007 Make Good Shares or the 2008 Make Good Shares under this Section shall be made to an Investor the Investors or the Make Good Pledgor, as applicable, within 10 Business Days after the date which the 2007, 2007 Annual Report or 20082008 Annual Report, 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 Agreementfiled. (cb) In connection with the foregoing, Xxxxxx Xxx the Make Good Pledgor agrees that prior to no later than the date of the Closing, Xxxxxx Xxx the Make Good Pledgor will deposit all potential 2006 Make Good Shares, the 2007 Make Good Shares and the 2008 Make Good Shares into escrow in accordance with the Make Good Escrow Agreement along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s transfer agent), and the handling and disposition of the 2006 Make Good Shares, 2007 Make Good Shares and 2008 Make Good Shares shall be governed by this Section 4.10 4.11 and such the Make Good Escrow Agreement. The Make Good Pledgor hereby agrees that its obligation to transfer shares of Common Stock to Investors pursuant to this Section 4.11 and the Make Good Escrow Agreement shall continue to run to the benefit of any Investor who shall have transferred or sold all or any portion of its Securities, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Securities. (c) The Company covenants and agrees that upon any transfer of 2007 Make Good Shares or 2008 Make Good Shares to the Investors in accordance with the Make Good Escrow Agreement, the Company shall promptly instruct its transfer agent to reissue such 2007 Make Good Shares or 2008 Make Good Shares in the applicable Investor’s name and deliver the same as directed by such Investor. (d) If any term or provision of this Section 4.11 is in contradiction of or conflicts with any term or provision of the Make Good Escrow Agreement, the terms of the Make Good Escrow Agreement shall control. (e) Each Investor, by their execution hereof, agrees to hold the Agent harmless from and against any losses arising from Agent’s acceptance of its duties as Agent under the Make Good Escrow Agreement or performance of its duties as Agent under the Make Good Escrow Agreement other than as expressly set forth therein.

Make Good Shares. (a) Xxxxxx Xxx agrees that in the event the consolidated financial statements of the Company reflect less than $12,000,000.00 of After-Tax Net Income for the fiscal year ended June 30, 2006 (the “Guaranteed NI”), he will transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2006 Make Good Shares”). In the event the audited consolidated financial statements of the Company reflect $12,000,000 or more of After-Tax Net Income for the fiscal year ended June 30, 2006, no transfer of the 2006 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2006 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow Agreement. Any such transfer of the 2006 Make Good Shares under this Section shall be made to an Investor within 10 Business Days after the date which the 2006 audit report for the Company is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement. (b) Xxxxxx Jiang Xxxx Xxx agrees that in the 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 June 30, 2007, as filed with the Commission, is less than $0.60 on a fully diluted basis (the “2007 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 June 30December 31, 2007, as filed with the Commission, is less than $16,000,000.00 12,500,000.00 (the “2007 Guaranteed ATNI”), he will transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% 3,947,368 shares of the number of Shares issued at Closing Common Stock (the “2007 Make Good Shares”). In the 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 June 30December 31, 2008, as filed with the Commission, is less than $0.89 0.480 on a 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 June 30December 31, 2008, as filed with the Commission, is less than $23,900,000.00 21,000,000.00 (the “2008 Guaranteed ATNI”), Xxxxxx Jiang Xxxx Xxx agrees to transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% 3,947,368 shares of the number of Shares issued at Closing Common Stock (the “2008 Make Good Shares”). In the event that both the earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30December 31, 2007, as filed with the Commission, is equal to or greater than the 2007 Guaranteed ATNI, no transfer of the 2007 Make Good Shares shall be required by Xxxxxx Jiang Xxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2007 Make Good Shares shall be returned to Xxxxxx Jiang Xxxx Xxx in accordance with the Make Good Escrow Agreement. In the event that both the earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30December 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 June 30December 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 Xxxxxx Jiang Xxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2008 Make Good Shares shall be returned to Xxxxxx 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. (cb) In connection with the foregoing, Xxxxxx Jiang Xxxx Xxx agrees that prior to the Closingwithin one Trading Day following execution of this Agreement, Xxxxxx Jiang Xxxx Xxx will deposit all potential 2006 Make Good Shares, 2007 Make Good Shares and 2008 Make Good Shares into escrow in accordance with the Make Good Escrow Agreement along with bank medallion guaranteed stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s transfer agent), and the handling and disposition of the 2006 Make Good Shares, 2007 Make Good Shares and 2008 Make Good Shares shall be governed by this Section 4.10 4.11 and such Make Good Escrow Agreement. Jiang Xxxx Xxx hereby agrees that his obligation to transfer shares of Common Stock to Investors pursuant to this Section 4.11 shall continue to run to the benefit of an Investor who shall have transferred or sold all or any portion of its Securities, and that Investors shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Securities. (c) The Company covenants and agrees that upon any transfer under this Section of 2007 Make Good Shares or 2008 Make Good Shares to the Investors in accordance with Section 4 of the Make Good Escrow Agreement, the Company shall promptly reissue such 2007 Make Good Shares or 2008 Make Good Shares in the applicable Investor’s name and deliver the same as directed by such Investor. (d) Notwithstanding anything to the contrary in this Section 4.11, if the Parties terminate this Agreement in accordance with Section 6.5 hereof prior to the occurrence of the Second Closing, then (i) the number of Shares constituting the 2007 Make Good Shares shall be equal to 1,973,684, and (ii) the number of Shares constituting the 2008 Make Good Shares shall be equal to 1,973,684. In such event, all references to 2007 Make Good Shares and 2008 Make Good Shares contained in this Agreement would be deemed modified to the extent provided in the immediately preceding sentence.

Make Good Shares. (a) Xxxxxx Xxx agrees that in the event the consolidated financial statements of the Company reflect less than $12,000,000.00 of After-Tax Net Income for the fiscal year ended June 30, 2006 (the “Guaranteed NI”), he will transfer to the Investors (through the The Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2006 Make Good Shares”). In the event the audited consolidated financial statements of the Company reflect $12,000,000 or more of After-Tax Net Income for the fiscal year ended June 30, 2006, no transfer of the 2006 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2006 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow Agreement. Any such transfer of the 2006 Make Good Shares under this Section shall be made to an Investor within 10 Business Days after the date which the 2006 audit report for the Company is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement. (b) Xxxxxx Xxx agrees Escrowees agree that in the 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 June 30, 2007, as filed with the Commission, is less than $0.60 on a fully diluted basis (the “2007 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 June 30, 2007, as filed with the Commission, is less than $16,000,000.00 2,320,000 (the “2007 Guaranteed ATNI”) or the earnings before income tax provision and before minority interest reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is less than $3,200,000 (the “Minority Interest 2007 Guaranteed EBT”), he the Make Good Escrowees will transfer to the Investors (through in accordance with the Make Good Escrow AgentAgreement) to the Investors on a pro 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 37.5% Closing, 3,042,254 shares of the number of Shares issued at Closing Common Stock (the “2007 Make Good Shares”). In the 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 June 30, 2008, as filed with the Commission, is less than $0.89 0.343 on a fully diluted basis (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “2008 Guaranteed EPS”) or ), (ii) the earnings per share before income tax provision and before minority interest of the Company for the fiscal year ending June 30, 2008, is less than $0.446 on a fully diluted basis (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “Minority Interest 2008 Guaranteed EPS”), (iii) the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is less than $23,900,000.00 10,000,000 (the “2008 Guaranteed ATNI”), Xxxxxx Xxx agrees to transfer to the Investors ) or (through the Make Good Escrow Agentiv) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2008 Make Good Shares”). In the event that both the earnings per share before income tax provision and before minority interest reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 20072008, as filed with the Commission, is equal less than $13,020,000 (the “Minority Interest 2008 Guaranteed EBT”), the Make Good Escrowees will transfer (in accordance with the Make Good Escrow Agreement) to or greater 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, 7,098,592 shares of Common Stock (the 2007 EPS and “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 June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 ATNIGuaranteed ATNI and the earnings before income tax provision and before minority interest reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the Minority Interest 2007 Guaranteed EBT, no transfer of the 2007 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) Escrowees to the Investors under this Section and such 2007 Make Good Shares shall be returned to Xxxxxx Xxx the Make Good Escrowees in accordance with the Make Good Escrow Agreement. In the event that both (i) the earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the 2008 Guaranteed EPS and the earnings per share before income tax provision and before minority interest of the Company for the fiscal year ending June 30, 2008 is equal to or greater than the Minority Interest 2008 Guaranteed EPS and (ii) the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the 2008 ATNIGuaranteed ATNI and the earnings before income tax provision and before minority interest reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the Minority Interest 2008 Guaranteed EBT, no transfer of the 2008 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) Escrowees to the Investors under this Section and such 2008 Make Good Shares shall be returned to Xxxxxx Xxx the Make Good Escrowees 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 or the Make Good Escrowees, as applicable, within 10 Business Days after the date which the 2007, 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 Minority Interest 2007 Guaranteed EBT, the 2008 Guaranteed EPS, the Minority Interest 2008 Guaranteed EPS, the 2008 Guaranteed ATNI or the Minority Interest 2008 Guaranteed EBT have been achieved, (i) the release of the 2007 Make Good Shares or the 2008 Make Good Shares to the Make Good Escrowees, or any other Person designated by the Make Good Escrowees, as a result of the operation of the Make Good Escrow Agreement shall not be deemed to be an expense, charge, or other deduction from revenues even though GAAP may require contrary treatment, (ii) any registration penalties (other than penalties 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 earnings before income tax provision and before minority interest, 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 PRC tax laws or 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 which may become effective and applicable to the Company after the date of this Agreement shall not be included as an expense. (cb) In connection with the foregoing, Xxxxxx Xxx agrees the Make Good Escrowees agree that prior to within three Trading Days following execution of this Agreement, the Closing, Xxxxxx Xxx Make Good Escrowees will deposit all potential 2006 Make Good Shares, 2007 Make Good Shares and 2008 Make Good Shares into escrow in accordance with the Make Good Escrow Agreement along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s transfer agent), and the handling and disposition of the 2006 Make Good Shares, 2007 Make Good Shares and 2008 Make Good Shares shall be governed by this Section 4.10 4.11 and such the Make Good Escrow Agreement. The Make Good Escrowees hereby agree that their obligation to transfer shares of Common Stock to Investors pursuant to this Section 4.11 and the Make Good Escrow Agreement shall continue to run to the benefit of any Investor who shall have transferred or sold all or any portion of its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. (c) The Company covenants and agrees that upon any transfer of 2007 Make Good Shares or 2008 Make Good Shares to the Investors in accordance with the Make Good Escrow Agreement, the Company shall promptly instruct its transfer agent to reissue such 2007 Make Good Shares or 2008 Make Good Shares in the applicable Investor’s name and deliver the same as directed by such Investor. (d) If any term or provision of this Section 4.11 is in contradiction or conflicts with any term or provision of the Make Good Escrow Agreement, the terms of the Make Good Escrow Agreement shall control.

Make Good Shares. The Company agrees cause Mr. Qingtai Liu to escrow with the Company’s transfer agent (aor other escrow agent agreed to by the parties) Xxxxxx to reserve for issuance on the Closing Date an aggregate of 5,000,000 shares of Common Stock then held by Xx. Xxx agrees that in the event the consolidated financial statements or other members of the Company reflect less than $12,000,000.00 of After-Tax Net Income for the fiscal year ended June 30, 2006 management (the “Guaranteed NI”), he will transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2006 Make Good Shares”). In the event the audited consolidated financial statements of the Company reflect $12,000,000 or more of After-Tax Net Income ) for the fiscal year ended June 30, 2006, no transfer of the 2006 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) issuance to the Investors under this Section and such 2006 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow Agreement. Any such transfer of the 2006 Make Good Shares under this Section shall be made to an Investor within 10 Business Days after the date which the 2006 audit report for the Company is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement.following: (ba) Xxxxxx Xxx agrees that in If the event that either (i) the earnings per share reported in the Annual Report on Form 10-KSB of the Company Company’s net income for the fiscal year ending June 30, 2007, is less than US$7 million, as set forth in the Company’s audited financial statements as filed with the Commission, is less than $0.60 on a fully diluted basis (the “2007 EPS”) or (ii) the after tax net income reported SEC in the Company’s Annual Report on Form 10-KSB of the Company K for the fiscal year ending ended June 30, 2007, as 2007 (and any amendments thereto) or if such Annual Report is not prepared or filed with the Commission, SEC by the last date permissible under the Exchange Act and any applicable grace period under the rules of any exchange or inter-dealer quotation system on which the Company’s Common Stock is less than $16,000,000.00 being traded or quoted (the “2007 ATNIPenalty Date”), he will then the Company and Mr. Qingtai Liu shall provide to the Company’s Transfer Agent an instruction notice substantially in the form attached hereto as Exhibit A, with a copy to Investors, to transfer 2,500,000 Make Good Shares from escrow to the Investors (through the on a pro-rata basis; provided, however, that if no Make Good Escrow AgentShares are to be transferred pursuant to this Section 5.1(a), then such shares shall continue to be held in escrow , if required, in accordance with Section 5.1(b) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of below; (b) If the number of Shares issued at Closing (the “2007 Make Good Shares”). In the event that either (i) the earnings per share reported in the Annual Report on Form 10-KSB of the Company Company’s net income for the fiscal year ending June 30, 2008, is less than US$9 million, as set forth in the Company’s audited financial statements as filed with the Commission, is less than $0.89 on a fully diluted basis (the “2008 EPS”) or (ii) the after tax net income reported SEC in the Company’s Annual Report on Form 10-KSB of the Company K for the fiscal year ending ended June 30, 2008, as 2008 (and any amendments thereto) or if such Annual Report is not prepared or filed with the CommissionSEC by the Penalty Date, is less than $23,900,000.00 (then the “2008 ATNI”)Company and Mr. Qingtai Liu shall provide to the Company’s Transfer Agent an instruction notice substantially in the form attached hereto as Exhibit A, Xxxxxx Xxx agrees with a copy to Investors, to transfer 2,500,000 Make Good Shares to the Investors (through the Make Good Escrow Agent) on a pro pro-rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2008 Make Good Shares”). In the event that both the earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 ATNI, no transfer of the 2007 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2007 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow Agreement. In the event that both the earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the 2008 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the 2008 ATNI, no transfer of the 2008 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2008 Make Good Shares shall be returned to Xxxxxx 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 Agreementbasis. (c) In the event that liquidated damages are required to be paid to Investors as set forth in Section 8.1 below in connection with the foregoinga Registration Default (as defined below), Xxxxxx Xxx agrees that then, prior to the Closingdetermination required under Section 5.1(a) and (b) above, Xxxxxx Xxx will deposit all potential 2006 Make Good Shares, 2007 the amount of any such liquidated damages required to be paid pursuant to Section 8.1 shall be deducted from the required net income amount set forth in Section 5.1 (a) and (b) above with respect to the fiscal year in which such liquidated damages are paid. (d) No portion of the Make Good Shares and 2008 may be transferred to Investors or registered for resale prior to the Penalty Date for fiscal year ended June 30, 2007 or, if later, thirty (30) days after the effective date of the Registration Statement for the Securities sold in the Offering, provided that, if the Registration Statement has not been declared effective by the Relevant Effective Date defined in Section 8.1, all Make Goods Shares required to be transferred to Investors as of that date shall be transferred to the Investors on such date. (e) Each certificate evidencing a Make Good Shares into escrow in accordance with the Make Good Escrow Agreement and the handling and disposition Share shall be dated June 30 of the 2006 Make Good Shares, 2007 Make Good Shares relevant year and 2008 Make Good Shares shall be governed by this Section 4.10 and deemed transferred to the appropriate Investor as of such Make Good Escrow Agreementdate.

Make Good Shares. (a) Xxxxxx Xxx agrees that in the event the consolidated financial statements of the Company reflect less than $12,000,000.00 of After-Tax Net Income for the fiscal year ended June 30, 2006 (the “Guaranteed NI”), he will transfer to the Investors (through the The Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2006 Make Good Shares”). In the event the audited consolidated financial statements of the Company reflect $12,000,000 or more of After-Tax Net Income for the fiscal year ended June 30, 2006, no transfer of the 2006 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2006 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow Agreement. Any such transfer of the 2006 Make Good Shares under this Section shall be made to an Investor within 10 Business Days after the date which the 2006 audit report for the Company is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement. (b) Xxxxxx Xxx Pledgor agrees that in the event that either (i) the earnings per share 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-KSB of K (or such other form appropriate for such purpose as promulgated by the Company Commission) for the fiscal year ending June 30December 31, 20072011, as filed with the CommissionCommission (the “2011 Annual Report”), is less than $0.60 on a fully diluted basis 81,300,000 for the fiscal year ending December 31, 2011 (the “2007 EPS2011 Guaranteed Amount”) or (ii) the after tax net income revenue of the Company reported for the existing business segments (excluding any future acquisitions) in the Annual Report of the Company on Form 10-KSB 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 fiscal year ending December 31, 2012 (the “2012 Guaranteed Amount”), then in either case, the Make Good Escrow Agent (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 fiscal year ending June 30, 2007, as filed with the Commission, is less than $16,000,000.00 existing business segments (the “2007 ATNI”), he will transfer to the Investors (through the Make Good Escrow Agentexcluding any future acquisitions) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2007 Make Good Shares”). In the 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 June 30ended December 31, 20082011 equals or exceeds the 2011 Guaranteed Amount, as filed with the Commission, is less than $0.89 on a fully diluted basis (the “2008 EPS”) or (ii) the after tax net income reported in the Annual Report on Form 10-KSB then 50% of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is less than $23,900,000.00 (the “2008 ATNI”), Xxxxxx Xxx agrees to transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of Shares will be released back to the number of Shares issued at Closing (the Make Good Pledgor. The “2008 Make Good Shares”)” means 500,000 shares of Common Stock owned by the Make Good Pledgor. In the event that both the earnings per share reported in the Annual Report on Form 10-KSB The number of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 ATNI, no transfer of the 2007 Make Good Shares transferable to Investors shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2007 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow Agreement. In the event that both the earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, calculated as filed with the Commission, is equal to or greater than the 2008 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the 2008 ATNI, no transfer of the 2008 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2008 Make Good Shares shall be returned to Xxxxxx 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. (c) In connection with the foregoing, Xxxxxx Xxx agrees that prior to the Closing, Xxxxxx Xxx will deposit all potential 2006 Make Good Shares, 2007 Make Good Shares and 2008 Make Good Shares into escrow in accordance with the Make Good Escrow Agreement and the handling and disposition of the 2006 Make Good Shares, 2007 Make Good Shares and 2008 Make Good Shares shall be governed by this Section 4.10 and such Make Good Escrow Agreement.follows: 32

Make Good Shares. (a) Xxxxxx Xxx Make Good Pledgor agrees that in if the event the consolidated financial statements of the Company reflect less than $12,000,000.00 of After-Tax Net Income for the fiscal year ended June 30, 2006 2007 reported in the Company's Annual Report on Form 10-K for the fiscal year ending June 30, 2007, as filed with the Commission (the “Guaranteed NI”"2007 ANNUAL REPORT") is less than $18,900,000 (the "2007 GUARANTEED ATNI"), he Make Good Pledgor will transfer to the Investors (through the Make Good Escrow Agent) 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 consideration other than their part of their respective Investment Amount at Closing 37.5% of the additional consideration, a number of Shares issued at Closing shares of Common Stock as equals: [($18,900,000 - the “2006 Make Good Shares”). In the event the audited consolidated financial statements of the Company reflect $12,000,000 or more of actual After-Tax Net Income reported in the 2007 Annual Report)/$18,900,000] * 50% of the 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"). If the Company's audited consolidated financial statements for the fiscal year ended June 30, 20062007 specify that the 2007 Guaranteed ATNI shall have been achieved, no transfer of the 2006 2007 Make Good Shares shall be required by Xxxxxx Xxx (through this Section and all 2007 Make Good Shares deposited with the Make Good Escrow Agent) to the Investors under this Section and such 2006 Make Good Shares Agent shall be returned to Xxxxxx Xxx the Make Good 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. Any such transfer Transfers of the 2006 2007 Make Good Shares required under this Section shall be made to an Investor Investors within 10 7 Business Days after the date which the 2006 audit report for the Company 2007 Annual Report is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement. (b) Xxxxxx Xxx The Make Good Pledgor agrees that in that, if the event that either (i) the earnings per share Company's After-Tax Net Income reported in the Company's Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is less than $0.60 on a fully diluted basis (the “2007 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 June 30, 2007, as filed with the Commission, is less than $16,000,000.00 (the “2007 ATNI”), he will transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing (the “2007 Make Good Shares”). In the event that either (i) the earnings per share reported in the Annual Report on Form 10-KSB of the Company K for the fiscal year ending June 30, 2008, as filed with the Commission, Commission (the "2008 ANNUAL REPORT") is less than $0.89 on a fully diluted basis 23,500,000 (the “"2008 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 June 30, 2008, as filed with the Commission, is less than $23,900,000.00 (the “2008 GUARANTEED ATNI”"), Xxxxxx Xxx agrees to Make Good Pledgor will transfer to the Investors (through the Make Good Escrow Agent) 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 consideration other than their part additional consideration, a number of their respective Investment Amount at Closing 37.5shares of Common Stock as equals: [($23,500,000 - the actual After-Tax Net Income reported in the 2008 Annual Report)/$23,500,000] * 50% of the number 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 “"2008 Make Good Shares”MAKE GOOD SHARES"). In If the event that both the earnings per share reported in the 2008 Annual Report on Form 10-KSB of indicates that the Company shall have satisfied the 2008 Guaranteed ATNI test specified above for the fiscal year ending June 30such period, 2007, as filed with the Commission, is equal to or greater than the 2007 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 ATNI, then no transfer to Investors of the 2007 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2007 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow Agreement. In the event that both the earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the 2008 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the 2008 ATNI, no transfer of the 2008 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such all 2008 Make Good Shares shall be returned to Xxxxxx Xxx in accordance deposited with the Make Good Escrow Agreement. Any such transfer of Agent shall be returned to the 2007 Make Good Shares or the 2008 Make Good Shares under this Section shall be made to an Investor Pledgor within 10 7 Business Days after the date which the 2007, or 2008, as applicable, Company's 2008 Annual Report on Form 10-KSB for the Company is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement. Transfers of 2008 Make Good Shares required under this Section shall be made to Investors within 7 Business Days after the date which the Company's 2008 Annual Report is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement. Notwithstanding anything to the contrary contained herein, in the event that the release of the 2007 Make Good Shares or the 2008 Make Good Shares to the Investors or the Make Good Pledgor is deemed to be an expense or deduction from revenues/income of the Company for the applicable year, as required under GAAP, then such expense or deduction shall be excluded for purposes of determining whether or not the 2007 Guaranteed ATNI or the 2008 Guaranteed ATNI has been achieved by the Company. (c) In connection with the foregoing, Xxxxxx Xxx Make Good Pledgor agrees that prior to within one Trading Day following the Closing, Xxxxxx Xxx Make Good Pledgor will deposit all potential 2006 Make Good Shares, 2007 Make Good Shares and 2008 Make Good Shares into escrow in accordance with the Make Good Escrow Agreement along with bank signature stamped stock powers endorsed in blank, and the handling and disposition of the 2006 Make Good Shares, 2007 Make Good Shares and 2008 Make Good Shares shall be governed by this Section 4.10 4.11 and such Make Good Escrow Agreement. The parties hereby agree that the Make Good Pledgors obligation to transfer shares of Common Stock to Investors pursuant to this Section shall continue to run to the benefit of an Investor only to the extent of the portion of such Securities which have not been transferred or sold by such Investor, and that Investors shall not have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Securities. The 2007 Make Good Shares or 2008 Make Good Shares, as applicable, corresponding to Securities which have been transferred or sold by an Investor, shall be returned to the Make Good Pledgor within 7 Business Days after the date which the Company's 2007 Annual Report or 2008 Annual Report, as applicable, is filed with the Commission. (d) The Company covenants and agrees that upon any transfer under this Section of 2007 Make Good Shares and 2008 Make Good Shares to the Investors in accordance with Section 4 of the Make Good Escrow Agreement, the Company shall promptly reissue such 2007 Make Good Shares or 2008 Make Good Shares in the applicable Investor's name and deliver the same as directed by such Investor.

Make Good Shares. (a) Xxxxxx Xxx The Make Good Pledgor agrees that: (i) In the event that the Company’s audited after tax net income, calculated in accordance with GAAP and reported in the event the consolidated financial statements of the Company reflect 2008 Annual Report is less than $12,000,000.00 of After-Tax Net Income for 15,900,000, subject to the fiscal year ended June 30, 2006 adjustments permitted under this Section 4.11(a) (the “2008 Guaranteed NIATNI”), he will transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing Pledgor will transfer (the “2006 Make Good Shares”). In the event the audited consolidated financial statements of the Company reflect $12,000,000 or more of After-Tax Net Income for the fiscal year ended June 30, 2006, no transfer of the 2006 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2006 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow Agreement. Any such transfer of the 2006 Make Good Shares under this Section shall be made to an Investor within 10 Business Days after the date which the 2006 audit report for the Company is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement. (b) Xxxxxx Xxx agrees that in the 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 June 30, 2007, as filed with the Commission, is less than $0.60 on a fully diluted basis (the “2007 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 June 30, 2007, as filed with the Commission, is less than $16,000,000.00 (the “2007 ATNI”), he will transfer to the Investors (through the Make Good Escrow Agent) on a pro 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 additional consideration other than their part payment of their respective Investment Amount paid at Closing 37.5% Closing, 1,931,818 shares of the number of Shares issued at Closing Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “2007 2008 Make Good Shares”). . (ii) In the event that either (i) the earnings per share of the Company, calculated in accordance with GAAP and reported in the 2009 Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is less than $0.89 0.99 on a fully diluted basis (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions), subject to the adjustments permitted under this Section 4.11(a) (the “2008 2009 Guaranteed EPS”) or (ii) the Company’s audited after tax net income income, calculated in accordance with GAAP and reported in the 2009 Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is less than $23,900,000.00 20,900,000, subject to the adjustments permitted under this Section 4.11(a) (the “2008 2009 Guaranteed ATNI”), Xxxxxx Xxx agrees to transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing Pledgor will transfer (the “2008 Make Good Shares”). In the event that both the earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with the Commission, is equal to or greater than the 2007 ATNI, no transfer of the 2007 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2007 Make Good Shares shall be returned to Xxxxxx Xxx 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 additional consideration other than payment of their respective Investment Amount paid at Closing, 1,931,818 shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “2009 Make Good Shares”). (iii) In the event that both the earnings per share audited after tax net income of the Company, calculated in accordance with GAAP and reported in the 2008 Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the 2008 EPS and the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 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 Xxxxxx Xxx (through the Make Good Escrow Agent) Pledgor to the Investors under this Section and such 2008 Make Good Shares shall be returned to Xxxxxx 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 Pledgor in accordance with the Make Good Escrow Agreement. (civ) In the event that (i) the earnings per share of the Company, calculated in accordance with GAAP and reported in the 2009 Annual Report is equal to or greater than the 2009 Guaranteed EPS and (ii) the audited after tax net income of the Company, calculated in accordance with GAAP and reported in the 2009 Annual Report is equal to or greater than the 2009 Guaranteed ATNI, no transfer of the 2009 Make Good Shares shall be required by the Make Good Pledgor to the Investors and such 2009 Make Good Shares shall be returned to the Make Good Pledgor in accordance with the Make Good Escrow Agreement. (v) Any such transfer of the 2008 Make Good Shares or the 2009 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 2008 Annual Report or 2009 Annual Report, as applicable, is filed with the Commission. (vi) Notwithstanding anything to the contrary contained herein, in the event that the release of the 2008 Make Good Shares or the 2009 Make Good Shares to the Investors or the Make Good Pledgor is deemed to be an expense or deduction from revenues/income of the Company for the applicable year, under GAAP, then such expense or deduction shall be excluded for purposes of determining whether or not the 2008 Guaranteed ATNI, 2009 Guaranteed ATNI, or 2009 Guaranteed EPS, as the case may be, has been achieved by the Company. Notwithstanding anything to the contrary contained herein, any direct or indirect tax breaks, tax holidays, tax credits or similar tax benefit(s), compensation, grant or any other remuneration or deduction granted by any governmental authority or body which benefits any of the Company Entities shall be excluded for purposes of determining whether or not the 2008 Guaranteed ATNI, 2009 Guaranteed ATNI, or 2009 Guaranteed EPS, as the case may be, has been achieved by the Company. (b) In connection with the foregoing, Xxxxxx Xxx the Make Good Pledgor agrees that prior to within three Trading Days following the Closing, Xxxxxx Xxx the Make Good Pledgor will deposit all potential 2006 Make Good Shares, 2007 2008 Make Good Shares and 2008 2009 Make Good Shares into escrow in accordance with the Make Good Escrow Agreement along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s transfer agent), and the handling and disposition of the 2006 Make Good Shares, 2007 2008 Make Good Shares and 2008 2009 Make Good Shares shall be governed by this Section 4.10 4.11 and such the Make Good Escrow Agreement. The Make Good Pledgor hereby agrees that their obligation to transfer shares of Common Stock to Investors pursuant to this Section 4.11 and the Make Good Escrow Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. (c) The Company covenants and agrees that upon any transfer of 2008 Make Good Shares or 2009 Make Good Shares to the Investors in accordance with the Make Good Escrow Agreement, the Company shall promptly instruct its transfer agent to reissue such 2008 Make Good Shares or 2009 Make Good Shares in the applicable Investor’s name and deliver the same as directed by such Investor. (d) If within ten (10) days following the Closing, the Make Good Pledgor shall not have deposited all potential 2008 Make Good Shares and 2009 Make Good Shares into escrow in accordance with the Make Good Escrow Agreement along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s transfer agent), then, upon written demand from an Investor, the Company shall promptly, and in any event within thirty (30) days from the date of such written demand, pay to that Investor, as liquidated damages, an amount equal to that Investor’s entire Investment Amount without interest thereon. In exchange for such payment, the Investor shall return to the Company for cancellation the certificates evidencing the Shares acquired by the Investor under the Agreement. (e) If any term or provision of this Section 4.11 is in contradiction of or conflicts with any term or provision of the Make Good Escrow Agreement, the terms of the Make Good Escrow Agreement shall control.