Common use of Make Good Shares Clause in Contracts

Make Good Shares. (a) The Make Good Pledgor agrees that in the event that either (i) the Earnings Per Share (as defined below) reported in the 2009 Annual Report is less than 2009 Guaranteed EPS or (ii) the After Tax Net Income (as defined below) reported in the 2009 Annual Report is less than $12,000,000 (the “2009 Guaranteed ATNI”), the Make Good Pledgor will transfer (in accordance with the Make Good Escrow Agreement) to the Investors on a pro-rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no consideration other than payment of their respective Investment Amount paid at Closing, the 2009 Make Good Shares. “After Tax Net Income” shall mean the Company’s income after taxes for the fiscal year ending June 30, 2009 determined in accordance with GAAP as reported in the 2009 Annual Report. “Earnings Per Share” shall mean the Company’s After Tax Net Income divided by the number of shares of common stock of the Company outstanding on a fully diluted basis. 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 is 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 and such 2009 Make Good Shares shall be returned in accordance with the Make Good Escrow Agreement. Any such transfer of the 2009 Make Good Shares shall be made within ten (10) Business Days after the date which the 2009 Annual Report is filed. Notwithstanding anything to the contrary contained herein, 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 2009 Make Good Shares to Make Good Pledgor if and to the 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 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 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 amendment or restatement or recognition, deliver the 2009 Make Good Shares to the Investors.

Make Good Shares. (a) The If any Make Good Shares are deliverable to the Investors in accordance with this Agreement, Make Good Pledgor covenants and agrees that in to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the event that either (i) the Earnings Per Share (as defined below) reported in the 2009 Annual Report is less than 2009 Guaranteed EPS or (ii) the After Tax Net Income (as defined below) reported in the 2009 Annual Report is less than $12,000,000 (the “2009 Guaranteed ATNI”), transfer of the Make Good Shares from Make Good Pledgor will transfer (to the Investors, to the extent not done so in accordance with Section 2 until such time as (if at all) the Make Good Escrow Agreement) Shares are required to be delivered pursuant to the Investors on a pro-rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no consideration other than payment of their respective Investment Amount paid at Closing, the 2009 Make Good Shares. “After Tax Net Income” shall mean the Company’s income after taxes for the fiscal year ending June 30, 2009 determined Securities Purchase Agreement and in accordance with GAAP as reported this Agreement. Any dividends payable in the 2009 Annual Report. “Earnings Per Share” shall mean the Company’s After Tax Net Income divided by the number of shares of common stock respect of the Company outstanding on a fully diluted basis. In Make Good Shares and all voting rights applicable to 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 is greater than the 2009 Guaranteed EPS, no transfer of the 2009 Make Good Shares shall be required retained by Make Good Pledgor and should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. Assuming the Make Good Pledgor provides good and valid title to the Make Good Shares to be transferred and delivered on behalf of the Make Good Pledgor to the Investors hereunder, free and such 2009 Make Good Shares shall be returned in accordance with clear of all liens, encumbrances, equities or claims, the Escrow Agent will ensure that upon delivery of the Make Good Escrow Agreement. Any such transfer of the 2009 Make Good Shares shall be made within ten (10) Business Days after the date which the 2009 Annual Report is filed. Notwithstanding anything to the contrary contained hereinShares, 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 2009 Make Good Shares to Make Good Pledgor if good and to the 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 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 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 valid title to the Make Good PledgorShares, free and clear of all liens, encumbrances, equities or claims will pass to the Investors. The Escrow Agent shall not take any action which could impair Investors’ rights in the Make Good Pledgor willShares. The Escrow Agent shall not sell, within 10 Business Days following the earlier transfer, assign or otherwise dispose of the filing (by operation of such amendment law or restatement otherwise) or recognition, deliver the 2009 grant any option with respect to any Make Good Shares prior to the Investorstermination of this Agreement.

Make Good Shares. (a) The Make Good Pledgor agrees that in the event that either (i) the Earnings Per Share (as defined below) reported in the 2009 Annual Report is less than 2009 Guaranteed EPS or (ii) the After Tax Net Income (as defined below) reported in the 2009 2008 Annual Report is less than $12,000,000 9,000,000 (the “2009 2008 Guaranteed ATNI”), all of the 2008 Make Good Pledgor will transfer Shares (as defined below) shall be transferred in accordance with the Make Good Escrow Agreement) Agreement to the Investors on a pro-rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no consideration other than their respective Investment Amounts paid to the Company at Closing. The “2008 Make Good Shares” means the 24,705,889 shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) required to be deposited with the Make Good Escrow Agent pursuant to the Make Good Escrow Agreement. In the event that either (i) the Earnings Per Share (as defined below) reported in the 2009 Annual Report is less than $0.740 on a fully diluted basis (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “2009 Guaranteed EPS”) or (ii) the After Tax Net Income reported in the 2009 Annual Report is less than 95% of $13,000,000 (the “2009 Guaranteed ATNI”), the 2009 Make Good Shares (as defined below) shall be transferred in accordance with the Make Good Escrow Agreement to the Investors on a pro rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no consideration other than payment of their respective Investment Amount paid to the Company at Closing, the . The “2009 Make Good Shares” means the 24,705,874 shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) required to be deposited with the Make Good Escrow Agent pursuant to the Make Good Escrow Agreement. “In the event that the After Tax Net Income” Income reported in the 2008 Annual Report is equal to or greater than the 2008 Guaranteed ATNI, no transfer of the 2008 Make Good Shares shall mean be required by the Company’s income after taxes for Make Good Pledgor to the fiscal year ending June 30, 2009 determined Investors and such 2008 Make Good Shares shall be returned to the Make Good Pledgor in accordance with GAAP as the Make Good Escrow Agreement. In the event that (i) the Earnings Per Share reported in the 2009 Annual Report. “Earnings Per Share” shall mean Report is equal to or greater than the Company’s After Tax Net Income divided by the number of shares of common stock of the Company outstanding on a fully diluted basis. In the event that 2009 Guaranteed EPS and (ii) 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 is greater than the 2009 Guaranteed EPSATNI, 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. Any such transfer or return 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 ten (10) 10 Business Days after the date which the 2008 Annual Report or 2009 Annual Report is filed. Notwithstanding anything to the contrary contained herein, 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 2009 Make Good Shares to Make Good Pledgor if and to the extent such charge or expense is specified in the Company’s independent auditor’s report for the relevant yearReport, as applicable, is filed with the Commission. No other exclusions shall be made Notwithstanding the foregoing or anything else to the contrary herein, for any non-recurring expenses purposes of the Company, including liquidated damages under the Transaction Documents, in determining whether or not the 2008 Guaranteed ATNI, 2009 Guaranteed EPS and 2009 Guaranteed ATNI or 2009 Guaranteed EPS have been achieved. If prior to the second anniversary of the filing of the 2009 Annual Reportmet, the Company following items shall not be deemed to be an expense, charge, or their auditors report any other deduction from revenues even though GAAP may require contrary treatment or recognize that the financial statements contained in such report are subject to amendment or restatement such that Annual Report for the respective fiscal years filed with the Commission by the Company would recognize or may 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 amendment or restatement or recognition, deliver the 2009 Make Good Shares to the Investors.otherwise:

Make Good Shares. (a) The Make Good Pledgor agrees that in the event that either (i) the Earnings Per Share (as defined below) after tax net income reported in the 2009 Annual Report is less than 2009 Guaranteed EPS or (ii) the After Tax Net Income (as defined below) reported in the 2009 2007 Annual Report is less than $12,000,000 8,200,000 (the “2009 2007 Guaranteed ATNI”), the Make Good Pledgor will transfer (in accordance with the Make Good Escrow Agreement) to the Investors on a pro-rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no consideration other than payment their part of their respective Investment Amount paid at Closing, the 2009 Make Good Shares. “After Tax Net Income” shall mean the Company’s income after taxes for the fiscal year ending June 30, 2009 determined in accordance with GAAP as reported in the 2009 Annual Report. “Earnings Per Share” shall mean the Company’s After Tax Net Income divided by the a number of shares of common Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) in accordance with the table below, based on the level of after tax net income reported in the Company outstanding on a fully diluted basis. 2007 Annual Report (such shares issuable to the Investors, the “2007 Make Good Shares”): In the event that the After Tax Net Income after tax net income reported in the 2009 2008 Annual Report is less than $13,500,000 (the “2008 Guaranteed ATNI”), the Make Good Pledgor will transfer (in accordance with the Make Good Escrow Agreement) to the Investors on a pro rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no consideration other than their part of their respective Investment Amount at Closing, a number of shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) in accordance with the table below, based on the level of after tax net income reported in the 2008 Annual Report (such shares issuable to the Investors, the “2008 Make Good Shares”): In the event that the after tax net income reported in the 2007 Annual Report is equal to or greater than the 2009 2007 Guaranteed ATNI and the Earnings Per Share is greater than the 2009 Guaranteed EPSATNI, no transfer of the 2009 Potential 2007 Make Good Shares shall be required by the Make Good Pledgor to the Investors and such 2009 Potential 2007 Make Good Shares shall be returned to the Make Good Pledgor in accordance with the Make Good Escrow Agreement. In the event that the after tax net income reported in the 2008 Annual Report is equal to or greater than the 2008 Guaranteed ATNI, no transfer of the Potential 2008 Make Good Shares shall be required by the Make Good Pledgor to the Investors and such Potential 2008 Make Good Shares shall be returned to the Make Good Pledgor in accordance with the Make Good Escrow Agreement. Any such transfer of the 2009 2007 Make Good Shares or 2008 Make Good Shares shall be made to the Investors within ten (10) 10 Business Days after the date on which the 2009 2007 Annual Report or 2008 Annual Report, as applicable, is filed. Notwithstanding anything to the contrary contained hereinforegoing, in the parties agree that for purposes of determining whether or not the Company has achieved the 2009 2007 Guaranteed ATNI or 2009 the 2008 Guaranteed EPSATNI have been achieved, the Company may disregard any compensation charge or expense required to be recognized by the Company under GAAP resulting from the release of the 2009 Potential 2007 Make Good Shares to Make Good Pledgor if and to or the 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 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 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 Potential 2008 Make Good Shares to the Make Good PledgorPledgor 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. (b) In connection with the foregoing, the Make Good Pledgor will, agrees that within 10 Business three Trading Days following the earlier Closing, the Make Good Pledgor will deposit all Potential 2007 Make Good Shares and Potential 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 filing Potential 2007 Make Good Shares and Potential 2008 Make Good Shares shall be governed by this Section 4.11 and the Make Good Escrow Agreement. The Make Good Pledgor’s obligation to transfer shares of such amendment Common Stock to Investors pursuant to this Section 4.11 shall run only to the benefit of the Investors who hold Shares when the 2007 Guaranteed ATNI and the 2008 Guaranteed ATNI are calculated, and any release of the 2007 Make Good Shares or restatement or recognition, deliver the 2009 2008 Make Good Shares to the InvestorsInvestors shall be distributed on a pro rata basis, based on the number of Shares then held by each such Investor, for no additional consideration. (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.

Make Good Shares. (a) The Make Good Pledgor agrees that in if the event that either (i) the Earnings Per Share (as defined below) Company’s after tax net income reported in the 2009 Company’s Annual Report is less than 2009 Guaranteed EPS or on Form 10-K for the fiscal year ending December 31, 2010, as filed with the Commission (iithe “2010 Annual Report”) the After Tax Net Income (as defined below) reported in the 2009 Annual Report is less than $12,000,000 9,000,000 (the “2009 2010 Guaranteed ATNI”), the Make Good Pledgor will transfer (in accordance with the Make Good Escrow Agreement) to the Investors on a pro-rata basis (determined by dividing each Investor’s Investment Amount by the Investor for no additional consideration, an aggregate of all Investment Amounts delivered to 500,000 shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the Company by the Investors hereunder) for no consideration other than payment of their respective Investment Amount paid at Closing, the 2009 “2010 Make Good Shares”). “After Tax Net Income” shall mean If the Company’s income after taxes for the fiscal year ending June 30, 2009 determined in accordance with GAAP as reported in the 2009 2010 Annual Report. “Earnings Per Share” shall mean the Company’s After Tax Net Income divided by the number of shares of common stock of Report indicates that the Company outstanding on a fully diluted basis. In shall have satisfied the event that the After Tax Net Income reported in the 2009 Annual Report is equal to or greater than the 2009 2010 Guaranteed ATNI and the Earnings Per Share is greater than the 2009 Guaranteed EPStest specified above for such period, then no transfer to Investors of the 2009 2010 Make Good Shares shall be required by the Make Good Pledgor to the Investors this Section and such 2009 all 2010 Make Good Shares shall be returned in accordance with to the Make Good Escrow AgreementPledgor. Any such transfer Transfers of the 2009 Make Good 2010 Investor Shares required under this Section shall be made to Investors within ten (10) 15 Business Days after the date which the 2009 Company’s 2010 Annual Report is filed. Notwithstanding anything to filed with the contrary contained herein, 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 2009 Make Good Shares to Commission. (b) The Make Good Pledgor agrees that if and to the extent such charge or expense is specified Company’s after tax net income reported in the Company’s independent auditor’s report Annual Report on Form 10-K for the relevant yearfiscal year ending December 31, 2011, as filed with the CommissionCommission (the “2011 Annual Report”) is less than $11,000,000 (the “2011 Guaranteed ATNI”), the Make Good Pledgor will transfer to each Investor for no additional consideration, an aggregate of 500,000 shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “2011 Make Good Shares”). No other exclusions If the 2011 Annual Report indicates that the Company shall have satisfied the 2011 Guaranteed ATNI test specified above for such period, then no transfer to Investors of 2011 Make Good Shares shall be required by this Section and all 2011 Make Good Shares shall be returned to the Make Good Pledgor. Transfers of 2011 Investor Shares required under this Section shall be made for any non-recurring expenses to Investors within 15 Business Days after the date which the Company’s 2011 Annual Report is filed with the Commission. (c) In connection with the foregoing, Make Good Pledgor agrees that within three Trading Days following the Closing, Make Good Pledgor will deposit all 2010 Make Good Shares and 2011 Make Good Shares with the Company along with bank signature stamped stock powers endorsed in blank (or such other signed instrument of transfer acceptable to the Company’s transfer agent), and the handling and disposition of the Company2010 Make Good Shares and 2011 Make Good Shares shall be governed by this Section 5.7. The Make Good Pledgor hereby agrees that its obligation to transfer shares of Common Stock to Investors pursuant to this Section 5.7 shall continue to run to the benefit of an Investor who shall have transferred or sold all or any portion of its Securities, including liquidated damages and that the 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. (d) The Company covenants and agrees that upon any transfer under this Section of 2010 Make Good Shares or 2011 Make Good Shares to the Transaction DocumentsInvestors in accordance herewith, the Company shall instruct its transfer agent to promptly reissue such 2010 Make Good Shares or 2011 Make Good Shares in the applicable Investor’s name and deliver the same as directed by such Investor. (e) Notwithstanding the foregoing, the parties agree that for purposes of determining whether 2009 or not the 2010 Guaranteed ATNI or 2009 the 2011 Guaranteed EPS ATNI have been achieved. If prior to , (i) the second anniversary release of the filing of 2010 Make Good Shares or the 2009 Annual Report, the Company or their 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 2011 Make Good Shares to the Make Good Pledgor, Pledgor or any other Person designated by the Make Good Pledgor willshall not be deemed to be an expense, within 10 Business Days following charge, or other deduction from revenues even though GAAP may require contrary treatment and even though the earlier of applicable annual report on Form 10-K may indicate otherwise, (ii) any registration liquidated damages (other than liquidated damages which may be owing by the filing of such amendment or restatement or recognition, deliver the 2009 Make Good Shares Company due to the InvestorsCompany’s failure to file a Registration Statement by the applicable Filing Date accrued or paid by the Company for any registration rights will be excluded from the calculation of after-tax net income and earnings per share amounts, as applicable, and (iii) any increase in taxes payable by the Company or any Subsidiary as a result of recently adopted PRC tax laws or any related implementing regulations promulgated for the purpose of making more equal the tax treatment of foreign invested entities and domestic entities shall not be included as an expense.

Make Good Shares. (a) The Make Good Pledgor Pledgors agrees that if the Company’s consolidated after tax net income for the fiscal year 2007 calculated under U.S. GAAP (minus adjustments for non-cash and cash charges related to the transactions contemplated in the event that either Transaction Documents (i) including any expenses of the Earnings Per Share exchange transactions between Omnia and the Company or of offer, sale and registration for resale of the Securities, including any liquidated damages payments under the Registration Rights Agreement, and including any expense relating to any issuance of shares by the Company prior to the transactions contemplated in the Transaction Documents), and minus accounting for the impact on net income of any equity incentive options or shares granted (as defined belowthe “2007 Adjusted Income”)) reported in the 2009 Company’s Annual Report is less than 2009 Guaranteed EPS on Form 10-K or 10-KSB, as applicable, for the fiscal year ended December 31, 2007, as filed with the Commission (iithe “2007 Annual Report”) the After Tax Net Income (as defined below) reported in the 2009 Annual Report is less than $12,000,000 2.0 million (the “2009 2007 Guaranteed ATNI”), the Make Good Pledgor Pledgors will transfer (in accordance with the Make Good Escrow Agreement) to the Investors on a pro-rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) Investor for no additional consideration other than payment of their respective Investment Amount paid at Closing, the 2009 Make Good Shares. “After Tax Net Income” shall mean the Company’s income after taxes for the fiscal year ending June 30, 2009 determined in accordance with GAAP as reported in the 2009 Annual Report. “Earnings Per Share” shall mean the Company’s After Tax Net Income divided by the a number of shares of common stock Common Stock equal to (($2.0 million - 2007 Adjusted Income)/$2.0 million) multiplied by the Escrow Shares, subject to a maximum number of 50% of the Company outstanding on Escrow Shares (the “2007 Make Good Shares”). Should the preceding formula yield a fully diluted basis. In the event that the After Tax Net Income reported in the 2009 Annual Report is number equal to or greater less than the 2009 Guaranteed ATNI and the Earnings Per Share is greater than the 2009 Guaranteed EPSzero, no transfer of 2007 Make Good Shares shall be made to Investors. If the 2009 2007 Annual Report indicates that the Company shall have satisfied the 2007 Guaranteed ATNI test specified above for such period, then no transfer to Investors of 2007 Make Good Shares shall be required by this Section 4.11(a) and all 2007 Make Good Shares deposited with the Make Good Pledgor to the Investors and such 2009 Make Good Shares Escrow Agent shall be returned to the Make Good Pledgors in accordance with the Make Good Escrow Agreement. Any such Transfers of 2007 Make Good Shares required under this Section 4.11(a) shall be made to Investors within 10 Business Days after the date on which the Company’s 2007 Annual Report is filed with the Commission and otherwise delivered in accordance with the Make Good Escrow Agreement. (b) The Make Good Pledgors agrees that if the Company’s consolidated after tax net income for the fiscal year 2008 calculated under U.S. GAAP (minus adjustments for non-cash and cash charges related to the transactions contemplated in the Transaction Documents (including any expenses of the exchange transactions between Omnia and the Company or of offer, sale and registration for resale of the Securities, including any liquidated damages payments under the Registration Rights Agreement, and including any expense relating to any issuance of shares by the Company prior to the transactions contemplated in the Transaction Documents), and minus accounting for the impact on net income of any equity incentive options or shares granted (the “2008 Adjusted Income”)) reported in the Company’s Annual Report on Form 10-K or 10-KSB, as applicable, for the fiscal year ended December 31, 2008, as filed with the Commission (the “2008 Annual Report”) is less than $4.3 million (the “2008 Guaranteed ATNI”), the Make Good Pledgors will transfer to each Investor for no additional consideration a number of shares of Common Stock equal to the lesser of (1) (($4.3 million - 2008 Adjusted Income)/$4.3 million) multiplied by the Escrow Shares, or (2) the number of Escrow Shares still in escrow (the “2008 Make Good Shares”). Should the preceding formula yield a number equal to or less than zero, no transfer of the 2009 2008 Make Good Shares shall be made to Investors. If the 2008 Annual Report indicates that the Company shall have satisfied the 2008 Guaranteed ATNI test specified above for such period, then no transfer to Investors of 2008 Make Good Shares shall be required by this Section 4.11(b) and all 2008 Make Good Shares deposited with the Make Good Escrow Agent shall be returned to the Make Good Pledgors in accordance with the Make Good Escrow Agreement. Transfers of 2008 Make Good Shares required under this Section 4.11(b) shall be made to Investors within ten (10) 10 Business Days after the date on which the 2009 Company’s 2008 Annual Report is filed. Notwithstanding anything to filed with the contrary contained herein, Commission and otherwise delivered in determining whether accordance with the Company has achieved Make Good Escrow Agreement. (c) In connection with the 2009 Guaranteed ATNI or 2009 Guaranteed EPSforegoing, the Company may disregard any compensation charge or expense required to be recognized by Make Good Pledgors agree that within one Business Day following the Company under GAAP resulting from Closing, the release of the 2009 Make Good Pledgors will deposit all potential 2007 Make Good Shares to and 2008 Make Good Pledgor if and Shares into escrow in accordance with the Make Good Escrow Agreement along with bank signature stamped stock powers endorsed in blank (or such other signed instrument of transfer acceptable to the extent such charge or expense is specified in the Company’s independent auditor’s report for transfer agent), and the relevant year, as filed with handling and disposition of the Commission. No other exclusions 2007 Make Good Shares and 2008 Make Good Shares shall be made for any non-recurring expenses governed by this Section 4.11 and such Make Good Escrow Agreement. The Make Good Pledgors hereby agree that their obligation to transfer shares 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 Common Stock to Investors pursuant to this Section 4.11 shall continue to run to the second anniversary benefit of an Investor who shall have transferred or sold all or any portion of its Securities, but that no Investor shall have the filing right to assign its rights to receive all or any such shares of the 2009 Annual Report, the Common Stock to other Persons in conjunction with negotiated or open-market sales or transfers of any of its Securities. (d) The Company covenants and agrees that upon any transfer under this Section 4.11 of 2007 Make Good Shares or their 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 2008 Make Good Shares to the Make Good Pledgor, Investors in accordance with Section 4 of the Make Good Pledgor willEscrow Agreement, within 10 Business Days following the earlier 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. (e) Notwithstanding the foregoing, the parties agree that for purposes of determining whether or not the 2007 Guaranteed ATNI or the 2008 Guaranteed ATNI have been achieved, the release of the filing of such amendment 2007 Make Good Shares or restatement or recognition, deliver the 2009 2008 Make Good Shares to either the Investors or to the Make Good Pledgors as a result of the operation of this Section 4.11 shall not be deemed to be an expense, charge or other deduction from revenues even though U.S. GAAP may require contrary treatment and even though the applicable annual report on Form 10-K or 10-KSB, as applicable, may indicate otherwise. (f) Each of the Company and the Make Good Pledgors agrees that they will not issue, or cause the Company to issue, to either of the Make Good Pledgors or their family relatives, shares of Common Stock or other Common Stock Equivalents in replacement of or for any 2007 Make Good Shares or 2008 Make Good Shares transferred to the Investors. (g) The Company shall use its reasonable best efforts, consistent with applicable federal and state securities law and regulation and subject to any requirements of its transfer agent, to cause the certificates for any 2007 Make Good Shares or 2008 Make Good Shares transferred to Investors to be dated and deemed issued as of the Closing Date for purposes of SEC Rule 144 holding periods.

Make Good Shares. (a) The Make Good Pledgor agrees that in if the event that either (i) the Earnings Per Share (as defined below) Company’s after tax net income reported in the 2009 Company’s Annual Report is less than 2009 Guaranteed EPS or on Form 10-K for the fiscal year ending December 31, 2007, as filed with the Commission (iithe “2007 Annual Report”) the After Tax Net Income (as defined below) reported in the 2009 Annual Report is less than $12,000,000 5,678,000 (the “2009 2007 Guaranteed ATNI”), the Make Good Pledgor will transfer to each Investor for no additional consideration a number of shares of Common Stock equal to: (such Investor’s Investment Amount / (7.144 x (2.14 / ($40,562,110 / actual After-Tax Net Income reported in accordance with the 2007 Annual Report)))) - the number of Shares issued in the transaction to such Investor (the “2007 Investor Shares”). Should the preceding formula yield a number equal to or less than zero, no transfer of 2007 Make Good Shares (as defined in the Make Good Escrow Agreement) shall be made to Investors. In no event shall the Investors on a pro-rata basis (determined by dividing each Investor’s Investment Amount failure by the aggregate of all Investment Amounts delivered Company to achieve the Company by the Investors hereunder) for no consideration other than payment of their respective Investment Amount paid at Closing, the 2009 Make Good Shares. “After Tax Net Income” shall mean the Company’s income after taxes for the fiscal year ending June 30, 2009 determined in accordance with GAAP as reported 2007 Guaranteed ATNI result in the 2009 Annual Report. “Earnings Per Share” shall mean the Company’s After Tax Net Income divided by the number of shares of common stock of the Company outstanding on a fully diluted basis. 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 is greater than the 2009 Guaranteed EPS, no transfer of the 2009 Make Good Shares shall be required delivery by the Make Good Pledgor to the Investors and of a number of shares that is in excess of the number of 2007 Make Good Shares pledged under the Make Good Escrow Agreement. If the 2007 Annual Report indicates that the Company shall have satisfied the 2007 Guaranteed ATNI test specified above for such 2009 period, then no transfer to Investors of 2007 Make Good Shares shall be required by this Section and all 2007 Make Good Shares deposited with the Make Good Escrow Agent shall be returned to the Make Good Pledgor in accordance with the Make Good Escrow Agreement. Any such transfer Transfers of the 2009 Make Good 2007 Investor Shares required under this Section shall be made to Investors within ten (10) 7 Business Days after the date which the 2009 Company’s 2007 Annual Report is filed. Notwithstanding anything to filed with the contrary contained herein, Commission and otherwise in determining whether accordance with 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 2009 Make Good Shares to Escrow Agreement. (b) The Make Good Pledgor agrees that if and to the extent such charge or expense is specified Company’s after tax net income reported in the Company’s independent auditor’s report Annual Report on Form 10-K for the relevant yearfiscal year ending December 31, 2008, as filed with the CommissionCommission (the “2008 Annual Report”) is less than $8,200,000 (the “2008 Guaranteed ATNI”), the Make Good Pledgor will transfer to each Investor for no additional consideration a number of shares of Common Stock equal to: (such Investor’s Investment Amount / (4.986 x (2.14 / ($40,562,110 / actual After-Tax Net Income reported in the 2008 Annual Report)))) - the number of Shares issued in the transaction to such Investor (the “2008 Investor Shares”). No other exclusions Should the preceding formula yield a number equal to or less than zero, no transfer of 2008 Make Good Shares (as defined in the Make Good Escrow Agreement) shall be made for any non-recurring expenses to Investors. In no event shall the failure by the Company to achieve the 2008 Guaranteed ATNI result in the delivery by the Make Good Pledgor to the Investors of a number of shares that is in excess of the Company, including liquidated damages number of 2008 Make Good Shares pledged under the Transaction DocumentsMake Good Escrow Agreement. If the 2008 Annual Report indicates that the Company shall have satisfied the 2008 Guaranteed ATNI test specified above for such period, then no transfer to Investors of 2008 Make Good Shares shall be required by this Section and all 2008 Make Good Shares deposited with the Make Good Escrow Agent shall be returned to the Make Good Pledgor in accordance with the Make Good Escrow Agreement. Transfers of 2008 Investor 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. (c) In connection with the foregoing, Make Good Pledgor agrees that within three Trading Days following the Closing, Make Good Pledgor will deposit all 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 (or such other signed instrument of transfer acceptable to the Company’s transfer agent), and the handling and disposition of the 2007 Make Good Shares and 2008 Make Good Shares shall be governed by this Section 4.11 and such 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 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. (d) The Company covenants and agrees that upon any transfer under this Section of 2007 Investor Shares or 2008 Investor Shares to the Investors in accordance with Section 4 of the Make Good Escrow Agreement, the Company shall instruct its transfer agent to promptly reissue such 2007 Investor Shares or 2008 Investor Shares in the applicable Investor’s name and deliver the same as directed by such Investor. (e) Notwithstanding the foregoing, the parties agree that for purposes of determining whether 2009 or not the 2007 Guaranteed ATNI or 2009 the 2008 Guaranteed EPS ATNI have been achieved. If prior to , the second anniversary release of the filing of 2007 Make Good Shares or the 2009 Annual Report, the Company or their 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 2008 Make Good Shares to the Make Good Pledgor, the Make Good Pledgor will, within 10 Business Days following the earlier as a result of the filing operation of such amendment this Section 4.11 shall not be deemed to be an expense, charge or restatement or recognition, deliver other deduction from revenues even though GAAP may require contrary treatment and even though the 2009 Make Good Shares to the Investorsapplicable annual report on Form 10-K may indicate otherwise.

Make Good Shares. (a) The Make Good Pledgor agrees that in the event that either (i) the Earnings Per Share (as defined below) reported in the 2009 Annual Report is less than 2009 Guaranteed EPS or (ii) the After Tax Net Income (as defined below) reported in the 2009 2008 Annual Report is less than $12,000,000 10,263,919 (the “2009 2008 Guaranteed ATNI”), all of the 2008 Make Good Pledgor will transfer Shares (as defined below) shall be transferred in accordance with the Make Good Escrow Agreement) Agreement to the Investors on a pro-rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no consideration other than payment of their respective Investment Amount Amounts paid to the Company at Closing, the 2009 . The “2008 Make Good Shares. “After Tax Net Income” shall mean means the Company’s income after taxes for the fiscal year ending June 30, 2009 determined in accordance with GAAP as reported in the 2009 Annual Report. “Earnings Per Share” shall mean the Company’s After Tax Net Income divided by the number of 2,000,000 shares of common Common Stock (as equitably adjusted for any stock of splits, stock combinations, stock dividends or similar transactions) required to be deposited with the Company outstanding on a fully diluted basisMake Good Escrow Agent pursuant to the Make Good Escrow Agreement. In the event that the After Tax Net Income reported in the 2009 2008 Annual Report is equal to or greater than the 2009 2008 Guaranteed ATNI and the Earnings Per Share is greater than the 2009 Guaranteed EPSATNI, no transfer of the 2009 2008 Make Good Shares shall be required by the Make Good Pledgor to the Investors and such 2009 2008 Make Good Shares shall be returned to the Make Good Pledgor in accordance with the Make Good Escrow Agreement. Any such transfer of the 2009 2008 Make Good Shares shall be made to the Investors or the Make Good Pledgor, as applicable, within ten (10) 10 Business Days after the date which the 2009 2008 Annual Report is filedfiled with the Commission and a copy thereof is delivered to Make Good Escrow Agent. Notwithstanding the foregoing or anything else to the contrary contained herein, in for purposes of determining whether or not the Company has achieved the 2009 2008 Guaranteed ATNI has been met, the following items shall not be deemed to be an expense, charge, or 2009 Guaranteed EPS, any other deduction from revenues even though GAAP may require contrary treatment or the Annual Report for the fiscal year filed with the Commission by the Company may disregard report otherwise: (i) any compensation charge or expense required to be recognized by the Company under GAAP resulting from accounting charges for issuing warrants, and (ii) the release of the 2009 Make Good Shares to Make Good Pledgor if and to the 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 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 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 2008 Make Good Shares to the Make Good Pledgor, the Make Good Pledgor will, within 10 Business Days following the earlier as a result of the filing operation of such amendment or restatement or recognition, deliver the 2009 Make Good Shares to the Investorsthis Section 4.11.

Make Good Shares. (a) The Each Make Good Pledgor agrees that in the event that either (i) the Earnings Per Share (as defined below) after tax net income reported in the 2009 Annual Report is less than 2009 Guaranteed EPS or (ii) the After Tax Net Income (as defined below) reported in the 2009 2007 Annual Report is less than $12,000,000 4,000,000 (the “2009 2007 Guaranteed ATNI”), ) the Make Good Pledgor Pledgors will transfer (in accordance with the Make Good Escrow Agreement) to the Investors on a pro-rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no consideration other than payment their part of their respective Investment Amount paid at Closing, an aggregate of 14,583,333 shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the 2009 “2007 Make Good Shares”). “After Tax Net Income” shall mean In the Company’s income after taxes for event that either (i) the fiscal year ending June 30, 2009 determined in accordance with GAAP as earnings per share reported in the 2009 2008 Annual Report. “Earnings Per Share” shall mean the Company’s After Tax Net Income divided by the number of shares of common stock of the Company outstanding Report is less than $0.049 on a fully diluted basisbasis (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 2008 Annual Report is less than $8,000,000 (the “2008 Guaranteed ATNI”), the Make Good Pledgors will transfer (in accordance with the Make Good Escrow Agreement) to the Investors on a pro rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no consideration other than their part of their respective Investment Amount at Closing, an aggregate of 14,583,333 shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “2008 Make Good Shares”). In the event that the After Tax Net Income after tax net income reported in the 2009 2007 Annual Report is equal to or greater than the 2009 2007 Guaranteed ATNI and the Earnings Per Share is greater than the 2009 Guaranteed EPS, no transfer of the 2009 2007 Make Good Shares shall be required to be made by the Make Good Pledgor Pledgors to the Investors and such 2009 2007 Make Good Shares shall be returned to the Make Good Pledgors in accordance with the Make Good Escrow Agreement. In the event that both (i) the earnings per share reported in the 2008 Annual Report is equal to or greater than the 2008 Guaranteed EPS and (ii) the after tax net income reported in the 2008 Annual Report is equal to or greater than the 2008 Guaranteed ATNI, no transfer of the 2008 Make Good Shares shall be required to be made by the Make Good Pledgors to the Investors and such 2008 Make Good Shares shall be returned to the Make Good Pledgors in accordance with the Make Good Escrow Agreement. Any such transfer of the 2009 2007 Make Good Shares or the 2008 Make Good Shares shall be made to the Investors or the Make Good Pledgors, as applicable, within ten (10) 10 Business Days after the date which the 2009 2007 Annual Report is filed. Notwithstanding anything to the contrary contained herein, 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 2009 Make Good Shares to Make Good Pledgor if and to the extent such charge or expense is specified in the Company’s independent auditor’s report for the relevant year2008 Annual Report, as applicable, is filed with the Commission. No other exclusions shall be made Notwithstanding the foregoing, the parties agree that for any non-recurring expenses purposes of the Company, including liquidated damages under the Transaction Documents, in determining whether 2009 or not the 2007 Guaranteed ATNI, the 2008 Guaranteed EPS or the 2008 Guaranteed ATNI or 2009 Guaranteed EPS have been achieved. If prior to , (i) the second anniversary release of the filing of 2007 Make Good Shares or the 2009 Annual Report, the Company or their 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 2008 Make Good Shares to the Make Good PledgorPledgors or any other Person designated by either of the Make Good Pledgors shall not be deemed to be an expense, charge, or other deduction from revenues even though GAAP may require contrary treatment, (ii) any registration liquidated damages (other than liquidated damages which may be owing by the Company due to the Company’s failure to file a Registration Statement by the applicable Filing Date (as defined in the Registration Rights Agreement)) accrued or paid by the Company for any registration rights will be excluded from the calculation of after-tax net income and earnings per share amounts, as applicable, and (iii) any increase in taxes payable by the Company or any Subsidiary as a result of recently adopted PRC tax laws or any related implementing regulations promulgated for the purpose of making more equal the tax treatment of foreign invested entities (including sino-foreign joint ventures) and domestic entities shall not be included as an expense. (b) In connection with the foregoing, each Make Good Pledgor agrees that within three Trading Days following the Closing, the Make Good Pledgor willPledgors will deposit all potential 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 2007 Make Good Shares and 2008 Make Good Shares shall be governed by this Section 4.11 and the Make Good Escrow Agreement. The Company shall notify the Investors in writing that the 2007 Make Good Shares and the 2008 Make Good Shares have been placed into escrow as required hereunder and in accordance with the Make Good Escrow Agreement within 10 Business two Trading Days following the earlier of the filing deposit of such amendment 2007 Make Good Shares and 2008 Make Good Shares into escrow in accordance herewith and with the Make Good Escrow Agreement. Each 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 restatement sold all or recognitionany portion of its Securities, deliver and that each Investor shall have the 2009 right to retain, transfer or assign its rights to receive all or any 2007 Make Good Shares and/or 2008 Make Good Shares 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 InvestorsInvestors 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.