Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. (a) Prior to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. (a) Prior At least five (5) Business Days prior to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser Trimble shall cause the Company to prepare and deliver to Compost AGCO a statement (the “Estimated Company Closing Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital (the “Estimated Company Closing Working Capital”) and the Company Closing Transaction Expenses (the “Estimated Company Closing Transaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimated balance sheet of the Company as of the end of the prior month (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution), and (ii) a calculation of the Estimated Company Closing Date Cash, the Estimated Company Closing Indebtedness, the Estimated Company Closing Working Capital and the Estimated Closing Transaction Expenses, in each case, as of the prior month’s end close, together with reasonable supporting documentation. Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and the Parties shall consider in good faith the other Party’s comments to the Estimated Company Closing Statement. If any adjustments are made to the Estimated Company Closing Statement by Trimble following the good faith discussion of the Parties prior to the Closing, such adjusted Estimated Company Closing Statement shall thereafter become the Estimated Company Closing Statement for all purposes of this Section 2.7. (b) At least five (5) Business Days prior to the Closing, AGCO shall prepare and deliver to Trimble a statement (the "“Estimated JCA Closing Date Balance Sheet"Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the JCA Closing Cash (the “Estimated JCA Closing Cash”), including a computation the JCA Closing Indebtedness (the “Estimated JCA Closing Indebtedness”), the JCA Closing Working Capital (the “Estimated JCA Closing Working Capital”) and the JCA Closing Transaction Expenses (the “Estimated JCA Closing Transaction Expenses”), which statement shall contain (i) an estimated balance sheet of the actual Adjustment Amount of the Company JCA Entities as of the Closing Date. The and giving effect to the JCA Contribution, and (ii) a calculation of the Estimated JCA Closing Date Balance Sheet Cash, the Estimated JCA Closing Indebtedness, the Estimated JCA Closing Working Capital and the calculations of Indebtedness and Net Working Capital shall be prepared Estimated JCA Closing Transaction Expenses, in accordance each case, together with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statementsreasonable supporting documentation. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following Following the delivery of the Estimated JCA Closing Date Balance Sheet Statement, AGCO shall make its representatives reasonably available to Trimble to discuss the calculations contained in the Estimated JCA Closing Statement, and during the period Parties shall consider in good faith the other Party’s comments to the Estimated JCA Closing Statement. If any adjustments are made to the Estimated JCA Closing Statement by AGCO following the good faith discussion of any dispute within the contemplation Parties prior to the Closing, such adjusted Estimated JCA Closing Statement shall thereafter become the Estimated JCA Closing Statement for all purposes of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties2.7. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. (a) Prior to the As soon as reasonably practicable, following each Closing Date, Compost Purchaser shall deliver prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser a worksheet which that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be attached as Exhibit B heretoprovided reasonable access to the books, setting forth a reasonable estimate records and other relevant information of the Indebtedness Target Companies, Purchaser, Parent and Net Working Capital as their respective Representatives, to the extent necessary to complete its audit of the Final Closing Date Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as well as a computation may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the estimated Adjustment Amount Target Companies, Purchaser, and their respective Representatives (including the "Estimated working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount"), absent manifest error. The worksheet fees and expenses of the Accounting Expert shall be prepared borne by Compost and accepted Parent. (b) Within five Business Days of the delivery of the report on any Final Closing Statement in respect of any Target Business Segment by Purchaser in its reasonable discretion. If the Accounting Expert, to the extent that the applicable Estimated Adjustment Amount Net Asset Value is a positive number, the amount payable in cash at Closing shall be decreased in an amount not equal to the applicable Final Net Asset Value: (i) if the applicable Estimated Adjustment Amount. If Net Asset Value is greater than the Estimated Adjustment amount is a negative numberapplicable Final Net Asset Value, Parent shall cause the amount payable in cash at Closing shall be increased in Sellers to pay promptly to Purchaser an amount equal to the absolute value of the Estimated Adjustment Amount., by wire transfer of immediately available funds to one or more accounts designated by Purchaser; and (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount Net Asset Value is less than the Final Net Asset Value, Purchaser shall pay promptly to the Sellers an amount equal to the absolute value of the Adjustment Amount is a negative numberAmount, Compost shall pay the Purchaser a cash by wire transfer of immediately available funds to one or more accounts designated by Parent. (c) The Parties agree that any such payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.32.3 shall be treated as an adjustment to the applicable Target Business Segment Purchase Price for the applicable Target Equity Interests for Tax purposes. (d) One Business Day prior to any Closing, or such other time and date as the Parties may agree, Parent shall deliver to Purchaser a statement setting forth the Net Derivative Value in respect of such Closing. The Net Derivative Value calculation delivered by Parent to Purchaser shall be final and binding, absent manifest error.

Purchase Price Adjustment. (a) Prior to the Closing Date, Compost Seller shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a use commercially reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company efforts to prepare and deliver to Compost Purchaser within ninety (90) days after the Closing Date, but in any event Seller shall prepare and deliver to Purchaser no later than one hundred twenty (120) days after the Closing Date, (i) a final consolidated balance sheet of the Company as of the close of business on the Closing Date (the "“Closing Date Balance Sheet"”), including (ii) a computation schedule setting forth the calculations of Closing Date Net Working Capital (the actual “Closing Schedule”), and (iii) a schedule setting forth the Purchase Price Adjustment Amount of proposed to be made in accordance with Section 2.3(e) (the Company as of the Closing Date“Adjustment Report”). The Closing Date Balance Sheet and the calculations of Indebtedness and Closing Date Net Working Capital shall be prepared and calculated in accordance with GAAP, and to the extent GAAP applied on a basis consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation that of the Company Financial Statements. If within 15 calendar preceding fiscal year. (b) Within twenty (20) days following delivery after receipt of the Closing Date Balance Sheet Compost does not Sheet, the Closing Schedule and the Adjustment Report, Purchaser may, by written notice to Seller made in good faith, object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet, the Closing Schedule or the calculation of the Purchase Price Adjustment set forth in the Adjustment Report. If Compost Purchaser objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet, the Closing Schedule or the Purchase Price Adjustment set forth in the Adjustment Report, Purchaser shall within such twenty (20) day period deliver written notice of its objection (the “Objection Notice”) to Seller (i) objecting in good faith to the Closing Date Balance Sheet, the Closing Schedule and/or the Purchase Price Adjustment set forth in the Adjustment Report, (ii) setting forth the items, in reasonable detail, being disputed and the reasons therefor (the “Disputed Items”) and (iii) specifying Purchaser’s calculation of the Closing Date Net Working Capital and the Purchase Price Adjustment to be made in accordance with this Section 2.3. If Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives fails to deliver notice of its objection to the Closing Date Balance Sheet, the Closing Schedule or the Purchase Price Adjustment set forth in facilitating such review. Should such negotiations not result the Adjustment Report within the time periods set forth in an agreement within 20 calendar daysthis Section 2.3(b), then the matter Closing Date Balance Sheet and/or the Closing Schedule, as the case may be, shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to deemed final and the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment determination of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act Purchase Price Adjustment as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute Adjustment Report shall be conclusive and the resulting computation of the actual Adjustment Amount to binding upon Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the PartiesSeller. (c) Within three business For twenty (20) days following after delivery of any Objection Notice, Purchaser and Seller shall attempt to resolve all Disputed Items. If Purchaser and Seller cannot resolve all such Disputed Items within such twenty (20) day period, such Disputed Items shall be determined by PricewaterhouseCoopers LLP or, if such firm declines to act in such capacity, a nationally recognized independent public accounting firm mutually satisfactory to Purchaser and Seller (the agreement “Arbiter”). Promptly, but not later than twenty (20) days after the acceptance of its appointment, the Arbiter shall determine (based solely on presentations by Seller and Purchaser to the Arbiter and not by independent review) only the Disputed Items and shall render a decision with respect to such Disputed Items and the resulting calculation of the Closing Date Net Working Capital. For purposes of the Arbiter’s determination, the amounts to be included shall be the appropriate amounts from the Closing Date Balance Sheet setting forth Sheet, the Closing Schedule or the Adjustment Amount or Report, as the delivery case may be, as to items that are not Disputed Items, and the amounts determined by the Arbiter, as to the Disputed Items that are submitted for resolution by the Arbiter. Purchaser and Seller shall cooperate with the Arbiter in making its determination and such determination shall be conclusive and binding upon Purchaser and Seller. (d) The fees and expenses of the written statement of the Neutral Auditors, the following excess or deficit amount Arbiter shall be due borne by Purchaser and payable: Seller in the same proportion that the dollar amount of Disputed Items which are not resolved in favor of Purchaser or Seller, as applicable, bears to the total dollar amount of Disputed Items resolved by the Arbiter. For illustration purposes only, (i) if the Estimated Adjustment Amount less total amount of Disputed Items by Seller is $1,000, and Seller is awarded $500 by the Adjustment Amount is a positive numberArbiter, Purchaser and Seller shall bear the Purchaser shall pay Compost a cash payment equal to such excess Arbiter’s fees and expenses equally or (ii) if the Estimated Adjustment Amount less total amount of Disputed Items by Seller is $1,000, and Seller is awarded $250 by the Adjustment Amount is a negative numberArbiter, Compost Seller shall pay bear seventy-five percent (75%) and Purchaser shall bear twenty-five percent (25%) of the Arbiter’s fees and expenses. Each of Purchaser a cash payment equal to such deficit. Any such excess or deficit payment and Seller shall be due bear the fees, costs and payable within three expenses of its own accountants and all of its other expenses incurred in connection with matters contemplated by this Section 2.3. (3e) business Within ten (10) days after the Adjustment Amount is final determination of the Closing Date Net Working Capital in accordance with this Section 2.3, (i) if the Closing Date Net Working Capital, as finally determined pursuant to this Section 3.32.3, is greater than the Target Net Working Capital, then Purchaser shall pay Seller the amount of such excess plus interest (at a rate of five percent (5%) per annum from the date on which the Closing Date Balance Sheet is delivered to and including the date payment is made) by wire transfer of immediately available funds to an account designated in writing by Seller, and (ii) if the Closing Date Net Working Capital, as finally determined pursuant to this Section 2.3, is less than the Target Net Working Capital, then Seller shall pay to Purchaser the amount of such deficit plus interest (at a rate of five percent (5%) per annum from the date on which the Closing Date Balance Sheet is delivered to and including the date payment is made) by wire transfer of immediately available funds to an account designated in writing by Purchaser. The amount of the payment by Purchaser pursuant to the immediately preceding clause (i) or the amount of the payment by Seller pursuant to the immediately preceding clause (ii), as applicable, is referred to as the “Purchase Price Adjustment.” All payments pursuant to this Section 2.3(e) other than interest shall be treated as an adjustment to the Purchase Price for all foreign, federal, state and local income Tax purposes. (f) Nothing in this Section 2.3 or in the statements, reports or documents contemplated hereby shall affect the parties’ rights and obligations in respect of a breach or alleged breach of any representation or warranty herein; provided, however, in no event shall Purchaser or Seller be entitled to any duplicative adjustments or claims.

Purchase Price Adjustment. (a) Prior to At the Closing DateClosing, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness adjustment to the Purchase Price provided for in Section 2.3.2(b) below shall be made by Seller based upon a review of the Assets, Accounts Payable and Net Working Capital Contract Advances, as of a date as close as practicable to the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment AmountAdjustment"). The worksheet Estimated Adjustment shall be prepared by Compost used as the basis of calculating and accepted by Purchaser in its reasonable discretion. If paying the Estimated Purchase Price at the Closing until such time as the Final Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amountfully determined. (b) Within 90 days after The Purchase Price shall be adjusted upward or downward on a dollar for dollar basis to (i) provide to Buyer a credit in the Closingamount of the value of any accrued employee vacation or sick leave transferred to Buyer pursuant to Section 9.1 below to the extent not reflected on the Closing Date Balance Sheet, and (ii) reflect any difference between the Purchaser shall cause Net Asset Amount reflected on the Company to prepare and deliver to Compost a unaudited balance sheet of the Company Business as at December 27, 1996 attached hereto as Schedule 3.5 (which excludes Excluded Assets) (the "Reference Balance Sheet") and the Net Asset Amount reflected on the audited Closing Date balance sheet of the Business as at the close of business on the Closing Date Date, which shall be prepared by Seller and its accountants from the books and records of the Business in accordance with this Agreement and generally accepted accounting principles ("GAAP") applied on a basis consistent with the Reference Balance Sheet (the "Closing Date Balance Sheet"); provided that Buyer shall reimburse Seller for the fees and expenses of its auditors or any out-of-pocket expenses incurred by Seller in connection with auditing such balance sheet. In furtherance thereof, including a computation Buyer shall cooperate with Seller and its accountants, and shall provide such persons full access to the books, records, work papers, information, facilities and employees of Buyer relating to the actual Adjustment Amount of the Company Business as of conducted by Buyer from and after the Closing Date. The Seller shall deliver the Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If Buyer within 15 calendar sixty-five (65) days following delivery the Closing. Buyer shall have thirty (30) days from receipt of the Closing Date Balance Sheet Compost does not object in writing which to notify Seller in detail of any specific objections thereto, Compost during which period Seller shall have been deemed provide Buyer and its accountants with reasonable access to have agreed to Seller's and Seller's accountants' working papers used in preparing the Reference Balance Sheet and the Closing Date Balance Sheet. If Compost objects in writing to such notice is given and the computation, then the Purchaser and Compost shall negotiate in good faith and attempt parties are unable to resolve their disagreementdisagreements within fifteen (15) days following Seller's receipt of such notice, the matter in dispute shall be resolved by arbitration as provided in Section 13.8 hereof. Resolution of such dispute by agreement of the parties hereto or by arbitration shall be final, conclusive and binding on the parties. The Purchase Price shall be adjusted based upon such final resolution (the "Final Adjustment"). Within the first fifteen calendar ten (10) business days following the delivery date of such final resolution, Seller or Buyer, as the case may be, shall remit in cash the amount of the Closing Date Balance Sheet difference between the Estimated Adjustment and during the period of any dispute within Final Adjustment to the contemplation other party. For purposes of this Section 3.3(b2.3.2(b), Compost and other representatives of Compost the "Net Asset Amount" shall have reasonable access during normal business hours to all relevant books and records and employees mean the difference between the book value of the Company to the extent required to complete their review assets and liabilities of the Closing Date Business as such assets and liabilities are reflected in the Reference Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Partiesapplicable. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. (a) Prior to Within forty-five (45) days of the Closing (the “Delivery Date”), Compost Purchaser shall deliver to Purchaser the Seller a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company calculation as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be , prepared in accordance with GAAP, and to of the extent consistent with GAAPamount, using if any, by which the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation Current Assets of the Company Financial Statementsexceed the Current Liabilities of the Company (“Closing Date Net Working Capital”), provided that for purposes of such calculation, any item included in the definition of “Indebtedness” shall be excluded from the calculation of Current Liabilities. If within 15 calendar days following delivery Prior to the Delivery Date, Seller shall make its accounting personnel reasonably available to the Purchaser to facilitate Purchaser’s calculation of the Closing Date Balance Sheet Compost does not object in writing theretoNet Working Capital. (b) In the event Closing Date Net Working Capital is less than $5,000,000 (the “Baseline Net Working Capital”), Compost the Seller shall have been deemed be required to have agreed refund to Purchaser the amount by which the Baseline Net Working Capital exceeds Closing Date Net Working Capital. In the event the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater Net Working Capital is more than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive numberBaseline Net Working Capital, the Purchaser shall be required to pay Compost a cash payment equal to such excess the Seller the amount by which the Closing Date Net Working Capital exceeds the Baseline Net Working Capital. Any amounts owed by the Seller to Purchaser or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay by the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment Seller pursuant to this Section 2.3(b) shall be due and payable within three thirty (330) business days of the Delivery Date, unless disputed in accordance with Section 2.3(c). The adjustment to the Purchase Price provided for in this Section is hereinafter referred to as the “Purchase Price Adjustment.” (c) The Seller shall have thirty (30) days from the Delivery Date to deliver a written notice of disagreement to Purchaser (a “Notice of Disagreement”). During such period, Purchaser shall make the books and accounting records relating to the Business (including work papers) and appropriate accounting personnel available to the Seller. Any such Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If no Notice of Disagreement is delivered within such thirty (30) day period, the Closing Date Net Working Capital amount shall become final and binding upon the Parties. Following delivery of a Notice of Disagreement, the Parties shall attempt to resolve any differences which they may have with respect to any matter specified in the Notice of Disagreement. If the Parties fail to reach a written agreement with respect to all such matters within 30 days of the Notice of Disagreement, then all such matters as specified in the Notice of Disagreement as to which such written agreement has not been reached (the “Disputed Matters”) shall be submitted to and reviewed by an arbitrator with experience in such matters (the “Arbitrator”) from BDO ▇▇▇▇▇▇▇ or such other nationally recognized accounting firm as Purchaser and the Seller shall mutually agree upon in writing in the event BDO ▇▇▇▇▇▇▇ is unable or unwilling to serve in such capacity or if it is engaged by either Party after the date of this Agreement. Any amounts related to matters that are not Disputed Matters shall be paid as if no Notice of Disagreement was delivered within five (5) days of the earlier to occur of (i) delivery of a Notice of Disagreement by the Seller, and (ii) the Closing Date Net Working Capital amount becoming final and binding on the Parties in accordance with this Section 2.3(c). The Arbitrator shall act promptly (in no event to exceed 30 days) to resolve all Disputed Matters and his or her decision with respect to all Disputed Matters shall be final and binding upon the Parties. The fees and expenses of the Arbitrator incurred in resolving the Disputed Matters shall be borne (i) by the Seller in that proportion that the amount Seller is not awarded bears to the aggregate amount contested by Seller, and (ii) by Purchaser in that proportion that the amount Seller is awarded bears to the aggregate amount contested by Seller and the Arbitrator shall make an allocation of its fees and expenses consistent with the foregoing. For example, if Purchaser submits a Disputed Matter to the Arbitrator with a value of $100,000 and the Arbitrator awards $75,000 to Purchaser, Purchaser shall bear 25% of the Arbitrator’s fees and expenses and Seller shall bear 75% of the Arbitrator’s fees and expenses. If a Notice of Disagreement is delivered, the Purchase Price Adjustment Amount is determined for any adjustment required pursuant to this Section 3.32.3(c) shall be paid by the Seller or Purchaser, respectively, by wire transfer to a bank account designated by the Seller or Purchaser, as appropriate, within five (5) days of final determination (whether the Notice of Disagreement is resolved by the Parties’ mutual resolution or by the Arbitrator) thereof in immediately available United States Dollars.

Purchase Price Adjustment. (a) Prior The Company shall prepare and deliver to Parent (i) not later than five Business Days prior to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate draft of the Indebtedness and Net Working Capital as Company Closing Financial Statement and, (ii) not later than two Business Days prior to the Closing Date, a final version of the Company Closing Date as well as a computation Financial Statement. The draft and the final Company Closing Financial Statement each shall include the Company’s bona fide, good faith estimates of the estimated Adjustment Amount (amounts of each of the "Estimated Adjustment Amount")items required to be set forth therein. The worksheet Company shall be prepared by Compost consult with Parent and accepted by Purchaser in its reasonable discretion. If keep Parent reasonably informed during the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value Company’s preparation of the Estimated Adjustment Amountdraft and final Company Closing Financial Statements and, in preparing such draft and final Company Closing Financial Statements, shall take into account all comments reasonably made by Parent. (b) Within 90 60 calendar days after the ClosingClosing Date, the Purchaser shall cause the Company to Parent shall, at its expense, prepare and deliver to Compost the Holders’ Representative a balance sheet statement (the “Parent Post-Closing Statement”) setting forth in reasonable detail Parent’s calculations of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of items in the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared Financial Statement, calculated in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties1.7. (c) Within three business If the Holders’ Representative desires to object to any item in the Parent Post-Closing Statement, then within 30 days following delivery by Parent of the agreement Parent Post-Closing Statement (the “Objection Period”) the Holders’ Representative shall provide written notice of such objection to Parent (the “Notice of Objection”), which shall set forth the basis for such objection in reasonable detail, along with the Holders’ Representative’s calculation and proposed modification of each disputed item (each such disputed item or amount, a “Disputed Item”) and reasonable supporting documentation and calculations for each such Disputed Item. During the Objection Period, Parent and the Surviving Corporation shall provide the Holders’ Representative (and any accountants or advisors retained by the Holders’ Representative) with reasonable access, subject to reasonable confidentiality obligations, to the books, records and personnel of the Surviving Corporation, during regular business hours and upon reasonable advance notice, for the purpose of enabling the Holders’ Representative to review the Parent Post-Closing Statement and the items set forth therein. If the Holders’ Representative does not deliver a Notice of Objection within the Objection Period, then Parent’s calculation of each item contained in the Parent Post-Closing Statement shall be deemed to be accepted by the Holders’ Representative as final and shall be conclusive and binding on the Closing Date Balance Sheet setting forth Holders’ Representative and the Adjustment Amount Company Holders and shall be deemed final and binding for all purposes of this Agreement. (d) If the Holders’ Representative delivers a Notice of Objection during the Objection Period, and Parent disputes all or the delivery any portion of the written statement Holders’ Representative’s proposed modification to the Parent Post-Closing Statement, then Parent shall notify the Holders’ Representative in writing of such dispute, and Parent and the Holders’ Representative shall confer in good faith for a period of up to 30 days following Parent’s receipt of the Neutral AuditorsNotice of Objection (and all such discussions related thereto shall, unless otherwise agreed by the Parent and the Holders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)). (e) If, within the 30-day period set forth in Section 1.7(c) above, Parent and the Holders’ Representative cannot resolve one or more Disputed Items, then Parent and the Holders’ Representative shall engage an independent nationally recognized accounting firm acceptable to both Parent and the Holders’ Representative (the “Reviewing Accountant”) to review the Disputed Items or amounts for purposes of calculating such Disputed Item. The Reviewing Accountant shall, under the terms of its engagement, have no more than 45 days from the date of engagement within which to render its written decision with respect to the Disputed Items that are still disputed by Parent and the Holders’ Representative. After such review and a review of the Surviving Corporation’s relevant books and records, the following excess or deficit amount Reviewing Accountant shall determine the resolution of such remaining Disputed Items, which determination shall be due deemed final and payable: (i) if binding upon the Estimated Adjustment Amount less parties hereto and the Adjustment Amount is a positive numberCompany Holders, and enforceable by any court of competent jurisdiction. For purposes of this Agreement, “Final Merger Aggregate Adjusted Cash Consideration” means the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is Merger Aggregate Adjusted Cash Consideration as finally determined pursuant to this Section 3.31.7.

Purchase Price Adjustment. (a) Prior to Within 60 days after the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate will prepare an unaudited statement of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount financial condition of the Company as of the Closing Date, after giving effect to the Reorganization on a pro forma basis, completed in accordance with Section 6.7 of the Seller Disclosure Schedule, and a calculation of the Closing Date Adjusted Book Value (collectively, the “Closing Date Adjusted Balance Sheet”). The Closing Date Adjusted Balance Sheet shall be prepared in the same manner and using the same accounting policies, principles, bases, methods and calculation principles as used in the preparation of the June Adjusted Balance Sheet, as set forth in Section 2.3(a) of the Seller Disclosure Schedule, except as otherwise stated in Section 2.3(a) of the Seller Disclosure Schedule. Seller shall provide such assistance and cooperation to Purchaser in the preparation of the Closing Date Adjusted Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery calculation of the Closing Date Adjusted Book Value set forth therein as Purchaser may reasonably request. (b) Following the delivery by Purchaser to Seller of the Closing Date Adjusted Balance Sheet, Seller shall have a period of 30 days in which to review the Closing Date Adjusted Balance Sheet Compost does and the calculation of the Closing Date Adjusted Book Value. Seller and its accountants shall be provided with reasonable access to the work papers of Purchaser and its accountants in connection with such review. In the event that Seller determines that the Closing Date Adjusted Balance Sheet and/or the calculation of Closing Date Adjusted Book Value have not object been prepared on a basis consistent with the requirements of Section 2.3(a) (including the defined terms used therein), Seller shall, on or before the last day of such 30-day period, inform Purchaser in writing theretoof such determination (the “Objection”), Compost shall have been deemed to have agreed setting forth in reasonable detail a specific description of the basis of the Objection, the adjustments to the Closing Date Adjusted Balance SheetSheet and/or the calculation of Closing Date Adjusted Book Value that Seller believes should be made, and, if different from Purchaser’s calculation thereof, Seller’s calculation of the Closing Date Adjusted Book Value. If Compost objects Seller shall be deemed to have accepted any items not specifically disputed in writing the Objection. Failure to so notify Purchaser shall constitute acceptance and approval of Purchaser’s preparation of the Closing Date Adjusted Balance Sheet and calculation of the Closing Date Adjusted Book Value. (c) Purchaser shall then have 30 days following the date it receives the Objection to review and respond to the computationObjection, then the during which period Seller and Purchaser and Compost shall negotiate in good faith and attempt to resolve the Objection. If Seller and Purchaser are unable to resolve all of their disagreement. Within disagreements with respect to the first fifteen calendar days determination of the foregoing items by the 30th day following the delivery date on which Purchaser receives the Objection, after having used their good faith efforts to reach a resolution, they shall refer their remaining differences to KPMG LLP (or if they are unable or unwilling to serve, a firm of accountants of nationally recognized standing reasonably satisfactory to Seller and Purchaser) (the “CPA Firm”), who shall, acting as experts in accounting and not as arbitrators, determine on a basis consistent with the requirements of Section 2.3(a) (including the defined terms used therein), and only with respect to the specific remaining accounting-related differences so submitted, whether and to what extent, if any, the Closing Date Adjusted Balance Sheet and/or the calculation of the Closing Date Balance Sheet Adjusted Book Value requires adjustment. Seller and during Purchaser shall request the period CPA Firm to use its reasonable best efforts to render its determination within 45 days following submission of any dispute within such matters to the contemplation of this Section 3.3(b), Compost CPA Firm. The CPA Firm’s determination shall be conclusive and other representatives of Compost binding upon the parties hereto. Seller and Purchaser shall have reasonable access during normal business hours make reasonably available to the CPA Firm all relevant books and records records, and employees (subject to the execution of customary access agreements) work papers (including those of the Company parties’ respective accountants, to the extent required to complete their review of the Closing Date Balance Sheet applicable) and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors supporting documentation relating to the Closing Date Adjusted Balance SheetSheet and/or the calculation of the Closing Date Adjusted Book Value and all other items reasonably requested by the CPA Firm. The “Final Closing Statement” shall mean the Closing Date Adjusted Balance Sheet and the calculation of the Closing Date Adjusted Book Value (i) as submitted by Purchaser pursuant to Section 2.3(a) in the event that (A) no Objection is delivered to Seller during the initial 30 day period specified above or (B) Seller and Purchaser so agree, (ii) as adjusted in accordance with the Objection, in the event that (A) Purchaser does not respond to the Objection during the 30 day period specified above following receipt by Seller of the Objection or (B) Seller and Purchaser so agree, (iii) as adjusted in accordance with the agreement of Seller and Purchaser's Auditors shall cooperate with Compost , if Seller and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar daysPurchaser so agree during the 30 day period following receipt by Purchaser of the Objection, then or (iv) as adjusted by the matter shall be CPA Firm, if it has been submitted to arbitration by an independent accounting firm of national reputation mutually acceptable the CPA Firm for review, together with any other modifications to the Purchaser Closing Date Adjusted Balance Sheet and/or the calculation of Closing Date Adjusted Book Value agreed upon by Seller and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral AuditorsPurchaser. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to CPA Firm shall be performed by the Neutral Auditors will be borne shared equally by the Purchaser Seller and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the PartiesPurchaser. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. (a) Prior to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount Purchase Price payable in cash at Closing shall be be: decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount.by: (bi) Within 90 days after the ClosingAssumed Liabilities as described in Section 4.1 (a)(i) and (ii) which, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared , are liabilities as accrued and/or which in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery GAAP should have been accrued as liabilities as of the Closing Date; and increased by: (ii) current assets other than cash and cash equivalents ("Current Assets") of Seller at the Closing Date, such as prepaid expenses of Seller which relate to goods and services that are to be received by Buyer after the Closing Date Balance Sheet Compost and in respect of which Buyer will receive a benefit, and accounts receivable. Receivables Adjustment. Seller's subscriber accounts receivable which relate to the billing periods prior to the billing period in which the Closing Date occurs, and in the event the Closing Date does not object occur on the last day of a billing period, the amount of the subscriber accounts receivable which relate to the billing period in writing thereto, Compost shall have been deemed which the Closing Date occurs (the "Billing Period Receivables") which are attributable to have agreed the period prior to the Closing Date Balance Sheet. If Compost objects in writing (together, subject to the computationimmediately succeeding sentence, then herein called the Purchaser and Compost "Customer Accounts Receivable"), shall negotiate in good faith and attempt be considered Current Assets to resolve their disagreement. Within the first fifteen calendar days extent actually collected within the two month period following the delivery of the Closing Date Balance Sheet by or for the benefit of Buyer and during shall be included as such in the Final Adjustments Report. Billing Period Receivables shall be prorated based on the days in the billing period before and after the Closing Date, the portion attributable to the period of any dispute within before the contemplation of this Section 3.3(b)Closing Date shall be included in Customer Accounts Receivable and the portion attributable to the period after the Closing Date shall not be so included. In addition to the foregoing, Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required Buyer receives payments for other accounts receivable or similar receivables (other than Customer Accounts Receivable), which payments are attributable to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating period prior to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate in connection with Compost and their representatives in facilitating the calculation of the Preliminary Adjustments Report and/or the Final Adjustments Report, the amount of such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost accounts receivable or similar receivables actually collected (the "Neutral AuditorsOther Receivables"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement considered cash equivalents and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination an adjustment shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute Purchase Price, and any additional payments shall be paid by check from Buyer to Seller. To the resulting computation of extent that the actual Adjustment Amount to Purchaser Customer Accounts Receivable and Compost. The Neutral Auditor's determination will be final, binding and conclusive on Other Receivables actually collected by Buyer within the Parties. (c) Within three business days three-month period following the agreement on the Closing Date Balance Sheet setting forth exceed the Adjustment Amount or the delivery amount of the written statement of Customer Accounts Receivable and Other Receivables which were collected during the Neutral Auditorsfirst two-month period following the Closing and for which an adjustment was made pursuant to the Final Adjustments Report, the following excess or deficit amount a further adjustment shall be due made (the "Post-Period Adjustment") and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit any additional payment shall be due paid by check from Buyer to Seller. A Post-Period Adjustment Report regarding the collections shall be certified by an authorized officer of Buyer to be true, complete and payable correct as of the date it is delivered. Any Customer Accounts Receivable and any Other Receivables not previously assigned which Buyer does not collect within three (3) business days the three-month period following the Closing Date shall, promptly after said three-month period, be reassigned to Seller. Buyer shall not forgive any of said receivables prior to the Adjustment Amount is determined pursuant end of said three-month period. All Customer Accounts Receivable and Other Receivables collected by Buyer shall be deemed allocated to this Section 3.3receivables in the order in which they were incurred. At Seller's reasonable request, Buyer's records with reference to collection of accounts receivable shall be made available to Seller.

Purchase Price Adjustment. (a) Prior At least five (5) Business Days and not more than seven (7) Business Days prior to the Closing Date, Compost Parent shall prepare and deliver to Purchaser Buyer, or shall cause to be prepared and delivered to Buyer, a worksheet which shall be attached as Exhibit B heretostatement, setting forth a in reasonable detail its good faith estimate of the Indebtedness and Net Working Capital as each of the Purchase Price Adjustments, determined in accordance with the definitions of Closing Date as well as a computation Working Capital, Retained Cash Balances, Transferred Company Indebtedness, and Augusta Underspend; provided, however, that the Retained Cash Balances and Transferred Company Indebtedness included in the Estimated Closing Statement shall not include any Retained Cash Balances or Transferred Company Indebtedness arising under any Enterprise Agreements, which, however, shall be included in the final determination of the estimated Adjustment Amount (Retained Cash Balances and Transferred Company Indebtedness. The Estimated Closing Statement shall be accompanied by a certificate executed by a senior financial officer of Parent to the "effect that the Estimated Adjustment Amount"Closing Statement has been prepared in good faith in accordance with this Section 1.5(a). The worksheet shall be prepared by Compost and accepted by Purchaser If Parent employs a firm of independent accountants in its reasonable discretion. If connection with the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value preparation of the Estimated Adjustment AmountClosing Statement, subject to the execution by Buyer of a customary non-reliance letter, Parent shall cause such independent accountants to deliver to Buyer and its Representatives any workpapers used in the preparation of the Estimated Closing Statement. (b) Within 90 The Purchase Price payable on the Closing Date shall be calculated in accordance with Section 1.2 as if Parent’s estimate of the Purchase Price Adjustments, each as set forth in the Estimated Closing Statement, were the actual amounts. The Purchase Price as so estimated is referred to as the “Estimated Purchase Price.” (c) On or prior to the date that is seventy-five (75) days after following the ClosingClosing Date, the Purchaser Buyer shall cause the Company to prepare and deliver to Compost Parent a balance sheet statement (the “Final Closing Statement”) setting forth in reasonable detail its calculation of each of the Company as of the Closing Date (the "Closing Date Balance Sheet")Purchase Price Adjustments, including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared determined in accordance with GAAPthe definitions of Closing Working Capital, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.Retained Cash Balances,

Purchase Price Adjustment. (a) Prior No later than three Business Days prior to the Closing Date, Compost shall the Sellers’ Representative will deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, Buyer an internally prepared statement (the “Estimated Working Capital Statement”) setting forth a reasonable Sellers’ good faith estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "“Estimated Adjustment Amount"Closing Working Capital”). The worksheet Estimated Working Capital Statement will be prepared in accordance with GAAP and shall be prepared by Compost and accepted by Purchaser acceptable to Buyer in its all reasonable discretionrespects. If The Cash Purchase Price payable at the Closing will be (i) increased, dollar-for-dollar, to the extent the Estimated Adjustment Amount Closing Working Capital, as reflected on the Estimated Working Capital Statement, is a positive numbergreater than the Target Closing Working Capital or (ii) decreased, the amount payable in cash at Closing shall be decreased in an amount equal dollar-for-dollar, to the Estimated Adjustment Amount. If extent the Estimated Adjustment amount is a negative numberClosing Working Capital, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of as reflected on the Estimated Adjustment AmountWorking Capital Statement, is less than the Target Closing Working Capital. (b) Within 90 As promptly as practicable, but in no event later than 60 days after following the ClosingClosing Date, the Purchaser Buyer shall cause to be prepared and delivered to the Company to prepare and deliver to Compost a balance sheet Sellers’ Representative an internally prepared statement setting forth the calculation of the Company Working Capital as of the Closing Date (the "“Closing Date Balance Sheet"Working Capital Statement”), including a computation . The Closing Working Capital Statement will be prepared by Buyer in accordance with GAAP. The Sellers’ Representative shall be permitted to review the Closing Working Capital Statement and the work papers created by Buyer and its Representatives in connection with the preparation of the actual Adjustment Amount Closing Working Capital Statement and to meet with and ask questions of the Company individuals who prepared such Closing Working Capital Statement and related work papers in connection with the review of the Closing Working Capital Statement by the Sellers’ Representative. (c) If the Sellers’ Representative does not agree with the Closing Working Capital Statement or any item contained therein or the preparation thereof, the Sellers’ Representative shall notify Buyer in writing of its objections within 30 days after its receipt of the Closing Working Capital Statement and shall set forth, in reasonable detail, the reasons for the Sellers’ Representative’s objections (an “Objection Notice”). If the Sellers’ Representative fails to deliver an Objection Notice within such 30-day period, the Sellers shall be deemed to have irrevocably accepted as final the Closing Working Capital Statement. If the Sellers’ Representative delivers to Buyer an Objection Notice within such 30-day period, the Sellers’ Representative and Buyer shall endeavor in good faith to resolve such disputed items within 30 days after Buyer’s receipt of the Sellers’ Representative’s Objection Notice. To the extent Buyer and the Sellers’ Representative are able to resolve the disputed items within such 30-day period, Buyer and the Sellers shall be deemed to have accepted, as final, such disputed items as so resolved and the Closing Working Capital Statement shall be revised to reflect such resolved items as of the Closing Date. The Closing Date Balance Sheet To the extent Buyer and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost Sellers’ Representative are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.to

Purchase Price Adjustment. (a) Prior The Purchase Price will be increased, on a dollar for dollar basis, to the extent the Final Working Capital of Sellers as of the Closing Date, exceeds Target Working Capital. The Purchase Price will be decreased, on a dollar for dollar basis, to the extent the Target Working Capital exceeds Final Working Capital. (b) Not less than three days prior to the Closing Date, Compost shall deliver to Purchaser Sellers will provide Buyer with a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable good faith estimate of the Indebtedness and Net Working Capital of Sellers as of the Closing Date as well as a computation of Date. Buyer and Sellers will review Sellers' estimate and seek in good faith to jointly determine the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value Net Working Capital of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company Sellers as of the Closing Date (Date. In the "Closing Date Balance Sheet"), including a computation event Buyer and Sellers cannot agree on the estimated Net Working Capital of Sellers as of the actual Adjustment Amount Closing Date, then Buyer shall estimate the Net Working Capital of the Company Sellers as of the Closing Date. The Closing Date Balance Sheet and the calculations amount of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and as determined pursuant to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x2.4(b) shall be bound referred to as the "ESTIMATED CLOSING WORKING CAPITAL". In no event will the Estimated Closing Working Capital exceed the Target Working Capital by the provisions of this Agreement and (y) may not assign a value to any item greater more than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties$10,000,000. (c) Within three At Closing, the Purchase Price shall be increased, on a dollar for dollar basis, to the extent the Estimated Working Capital exceeds Target Working Capital. The Purchase Price shall be decreased, on a dollar for dollar basis, to the extent the Target Working Capital exceeds the Estimated Working Capital. (d) As promptly as practicable, but no later than 90 days after the Closing Date, Buyer shall prepare and cause to be delivered to WSC a calculation of final Net Working Capital as of the close of business days following the agreement on the Closing Date Balance Sheet with appropriate supporting documentation. (e) If WSC disagrees with Buyer's calculation of final Net Working Capital, WSC, on behalf of Sellers, may, within 30 days after receipt of Buyer's calculation of final Net Working Capital, deliver a notice to Buyer disagreeing with such calculation and setting forth the Adjustment Amount or the delivery WSC's calculation of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficitamount. Any such excess notice of disagreement shall specify those items or deficit payment amounts as to which WSC disagrees and the reasons for WSC's disagreements, and WSC shall be due deemed to have agreed with all other items and payable within three amounts contained in the calculation of final Net Working Capital delivered by Buyer. (3f) business If a notice of disagreement is duly delivered, Buyer and WSC shall, during the 30 days after following receipt of such notice by Buyer, use their commercially reasonable efforts to reach agreement on the Adjustment Amount is determined pursuant disputed items or amounts in order to this Section 3.3.determine, as may be required, the amount of final Net Working Capital, which amount shall not be less than the amount thereof shown in Buyer's calculation nor more than the amount thereof shown in WSC's calculation. If during such period, Buyer and WSC are unable to reach such agreement, they shall promptly thereafter cause Ernst & Young, LLP (the "ACCOUNTING REFEREE") to review this

Purchase Price Adjustment. (a) Prior to Pre-Closing Estimates. Not later than two (2) Business Days before the Closing Date, Compost the Company shall prepare and deliver to Purchaser Buyer a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable statement (the “Estimated Closing Statement”) including (i) an estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount Balance Sheet (the "“Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"”) and (ii) a detailed calculation of its good faith estimate of (A) the Closing Net Working Capital Amount (the “Estimated Closing Net Working Capital Amount”), including a computation of the actual Adjustment Amount of the Company as of (B) the Closing DateIndebtedness (the “Estimated Closing Indebtedness”), (C) the Closing Cash less the Minimum Cash (the “Estimated Closing Cash”) and (D) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”). The Estimated Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, in accordance with the Company Balance Sheet and 11 NY\7370590.17 in a manner consistent with the calculations set forth on Schedule 1.15. The Estimated Closing Net Working Capital Amount shall be prepared and calculated in accordance with GAAP and the definition of Net Working Capital Amount, and shall contain the line items set forth in the sample working capital amount calculations set forth on Schedule 1.15, which are based on the Company Balance Sheet. In the event of any conflict among Schedule 1.15, the Company Balance Sheet and/or GAAP, the following shall control: (1) first, Schedule 1.15, (2) second, to the extent consistent not inconsistent with Schedule 1.15, the Company Balance Sheet and (3) third, to the extent not inconsistent with Schedule 1.15 or the Company Balance Sheet, GAAP. In calculating any items on the Estimated Closing Statement (other than the Estimated Closing Transaction Expenses), using such calculations shall not take into account (x) transactions contemplated by this Agreement or the same financing thereof or (y) any purchase price accounting methodsor other similar adjustment resulting from the consummation of the transactions contemplated by this Agreement. (b) Post-Closing Estimates. Not later than ninety (90) days after the Closing Date, policies, practices Buyer shall prepare and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation deliver to the Securityholder Representative (i) an unaudited balance sheet of the Company Financial Statements. If within 15 calendar days following delivery and its Subsidiaries as of the Determination Time (the “Closing Date Balance Sheet”) and (ii) a statement (the “Closing Statement”) setting forth Buyer’s good faith calculations of (A) the Net Working Capital Amount of the Company and its Subsidiaries as of the Determination Time (the “Closing Net Working Capital Amount”), (B) the Indebtedness of the Company and its Subsidiaries outstanding as of the Determination Time (the “Closing Indebtedness”), (C) the Cash and Cash Equivalents as of the Determination Time less the Minimum Cash (the “Closing Cash”), (D) the Company Transaction Expenses as of the Effective Time (the “Closing Transaction Expenses”) and (E) calculation of the Purchase Price Adjustment based on such amounts. The Closing Date Balance Sheet Compost does not object shall be prepared in writing theretoaccordance with GAAP, Compost shall have been deemed to have agreed to in accordance with the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Company Balance Sheet and during in a manner consistent with the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall calculations set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the PartiesSchedule 1. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. (a) Prior to the Closing DateAs soon as reasonably practicable, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B heretobut no later than sixty (60) days, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of following the Closing Date or as well as a computation of otherwise agreed by the estimated Adjustment Amount parties in writing after the date hereof (the "Estimated Adjustment Amount"“Delivery Date”). The worksheet shall , the Surviving Company shall, at its expense, (i) cause to be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a unaudited consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the day immediately preceding the Closing Date, but which shall not reflect the transactions occurring at the Closing (the “Closing Balance Sheet”), together with a statement (the “Closing Date (Schedule”) setting forth in reasonable detail the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as Surviving Company’s calculation of the Closing Date. The Net Working Capital Amount, Closing Date Cash, Closing Debt, and Company Expenses and (ii) deliver to the Representative the Closing Balance Sheet and the calculations Closing Date Schedule, together with a certificate of Indebtedness the Surviving Company executed on its behalf by its Chief Financial Officer confirming that the Closing Balance Sheet and the Closing Date Schedule were properly prepared in good faith and in accordance with this Section 3.7(a). The accounts included in the Closing Balance Sheet and the Closing Date Schedule, including the Closing Net Working Capital Amount, Closing Cash, Closing Debt and Company Expenses, shall be prepared in accordance with GAAPthe Accounting Standards. For the avoidance of doubt, and to in the extent consistent with GAAP, using the same event that any accounting methods, historical policies, practices practices, principles and procedures with procedures, classifications, judgments and estimation methodologies used in the Accounting Standards differ from or are inconsistent with GAAP, consistent application of the Accounting Standards will supersede GAAP. Buyer shall calculate the Closing Net Working Capital in a manner consistent with the example set forth on Exhibit D, including the ledger items used therein. Exhibit D shows, as an example only, the calculation of Net Working Capital using the Latest Balance Sheet. Valuations and estimates for the Closing Balance Sheet shall not reflect or take into account developments between the Closing Date and the date of preparation or completion of the Closing Balance Sheet except for those used developments that provide additional evidence with respect to conditions that existed on the Closing Date. Solely in connection with the preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during Closing Date Schedule, Buyer agrees that it shall not, and shall cause the period of Surviving Company not to, take any dispute within actions with respect to the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant accounting books and records and employees of the Surviving Company to the extent required to complete their review of on which the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost Schedule are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by based that are not consistent with the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the PartiesAccounting Standards. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. (a) Prior to Within 30 days following the Closing Date, Compost Buyer shall, at its expense, prepare, or cause to be prepared, and shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost Sellers a balance sheet of the Company NNGC as of the Closing Date (the "Closing Date Balance Sheet") and a statement of Buyer (the "Working Capital Closing Statement"), including a computation of the actual Adjustment Amount of the Company as which shall set forth in reasonable detail its calculation of the Closing DateDate Working Capital. Buyer and Seller may mutually agree to determine the Closing Date to be an end of the month date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital Closing Statement, respectively, shall be prepared in accordance with GAAP, and to the extent on a basis consistent with GAAPthe Current Balance Sheet and the EWCA Statement, respectively, using the same accounting methods, policies, practices practices, procedures and procedures with classifications, judgments and estimation methodologies consistent with those adjustments as were used in the preparation of the Company Financial StatementsCurrent Balance Sheet and the EWCA Statement, respectively. If within 15 calendar days following delivery The Working Capital Closing Statement shall be prepared based on the books and records of NNGC as of the Closing Date, and Sellers shall grant Buyer, NNGC and their representatives reasonable access to all books, records, employees and facilities of Sellers that are reasonably necessary to enable Buyer to prepare the Closing Date Balance Sheet Compost does and the Working Capital Closing Statement. Sellers agree to cooperate, and shall not object interfere, directly or indirectly, in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery preparation of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost Working Capital Closing Statement. Buyer shall give Sellers and other their representatives of Compost shall have reasonable access during normal business hours to all relevant books work papers, books, records, employees and records facilities of Buyer that are reasonably necessary for purposes of reviewing, verifying and employees of the Company to the extent required to complete their review of auditing the Closing Date Balance Sheet and the Working Capital Closing Statement. (b) Sellers shall be permitted have 20 days after receipt to review the working papersWorking Capital Closing Statement and to inform Buyer in writing of any disagreement (the "Objection") which they may have with the Working Capital Closing Statement. If Buyer does not receive the Objection within such 20-day period, the Closing Date Working Capital amount set forth in the Working Capital Closing Statement delivered pursuant to Section 2.5(a) shall be deemed to have been accepted by Sellers and shall become binding upon Buyer and Sellers. Sellers' Objection shall set forth all of Sellers' proposed changes thereto, including an explanation in reasonable detail of the basis on which Sellers propose such changes. If Sellers do timely deliver the Objection to Buyer, Buyer shall then have 20 days from the date of receipt (the "Buyer's Review Period") to review and respond to Sellers' Objection. Sellers and Buyer agree to attempt in good faith to resolve any disagreements with respect to the determination of Closing Date Working Capital. If they are unable to resolve all of their disagreements with respect to the determination of Closing Date Working Capital within 30 days following the expiration of the Buyer's Review Period, they may refer, at the option of either party, their differences to KPMG Peat Marwick LLP, or if KPMG Peat Marwick LLP shall decline to accept such engagement, an internationally recognized firm of independent public accountants selected jointly by Sellers and Buyer and who has no material financial relationship with either, who shall determine only with respect to the differences so submitted, whether and to what extent, if any, the amount of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives Working Capital set forth in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this AgreementWorking Capital Closing Statement requires adjustment. If the Purchaser Sellers and Compost Buyer are unable to agree on the Neutral Auditorsso select independent public accountants within five days of KPMG Peat Marwick LLP declining to accept such engagement, then they shall either Sellers or Buyer may thereafter request that the American Arbitration Association to appoint make such selection (as applicable, KPMG Peat Marwick LLP, the Neutral Auditors. All fees firm selected by Sellers and expenses relating to appointment of Buyer or the Neutral Auditors and the work, if any, to be performed firm selected by the Neutral Auditors will be borne equally by American Arbitration Association is referred to as the Purchaser "CPA Firm"). Sellers and Compost. The Parties agree to execute a reasonable engagement letter if requested by Buyer shall direct the Neutral Auditors. The Neutral Auditors CPA Firm (i) that it shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any particular item greater than the greatest value for such item claimed by either Party Sellers or Buyer or less than the smallest value for such item claimed by either PartySellers or Buyer, in each case as presented to the CPA Firm, and (ii) to use its best efforts to render its determination within 30 days. The Neutral Auditors' CPA Firm's determination shall be made within 30 days after their selection conclusive and binding upon Sellers and Buyer. The fees and disbursements of the CPA Firm shall set forth in a written statement their findings as be shared equally by Sellers and Buyer. Sellers and Buyer shall make readily available to the dispute CPA Firm all relevant books and records relating to the resulting computation Working Capital Closing Statement and all other items reasonably requested by the CPA Firm. Neither Sellers nor Buyer have retained the KPMG Peat Marwick LLP audit services group during the past two years, and will not retain the KPMG Peat Marwick LLP audit services group prior to the completion of the actual Adjustment determination of the Final Working Capital Amount pursuant to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Partiesthis Section 2.5. (c) Within three business days following the agreement on If the Closing Date Balance Sheet setting Working Capital determined in accordance with the procedures set forth in this Section 2.5 (the Adjustment Amount or "Final Working Capital Amount") is less than the delivery Estimated Working Capital Amount, then Sellers shall, within three Business Days following the determination of the written statement Final Working Capital Amount, pay to Buyer an amount in cash equal to such deficiency, and if the Final Working Capital Amount is greater than the Estimated Working Capital Amount, then Buyer shall, within such three Business Days following the determination of the Neutral AuditorsFinal Working Capital Amount, pay to Sellers an amount in cash equal to such difference. (d) The amount payable by Sellers to Buyer or from Buyer to Sellers, as the following excess case may be, under Section 2.5(c) shall be paid by wire transfer of immediately available funds to an account designated by Buyer or deficit Sellers, as the case may be, not less than one Business Day before such payment. (e) From time to time after the Closing, that portion of the escrowed amount shall be due and payable: (i) if released to Sellers as further provided in the Estimated Adjustment Amount less Escrow Agreement to the Adjustment Amount is a positive number, extent such amount of the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if NNGC VEBA has been funded in accordance with the Estimated Adjustment Amount less terms of the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3Escrow Agreement.

Purchase Price Adjustment. (a) Prior Purchaser shall use commercially reasonable efforts to deliver to Sellers the Closing Tape with respect to the CRS Accounts no later than 30 Business Days after the Closing. Within 45 Business Days after the Closing Date, Compost shall Purchaser will also deliver to Purchaser Sellers a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate Final Closing Statement together with reasonably detailed documentation to support the calculations contained therein. Within 30 Business Days after receipt of the Indebtedness Final Closing Statement, Sellers will notify Purchaser in writing (such writing, an “Objection Notice”) if Sellers believe that there were any inaccuracies in the preparation of the Final Closing Statement that require an adjustment of the Purchase Price, as calculated based on the information contained in the Final Closing Statement (as adjusted pursuant to this Section 2.5, the “Final Purchase Price”). The Objection Notice must set forth Sellers’ calculation of the Final Purchase Price correcting for any inaccuracies and Net Working Capital differences contained therein and must contain reasonably detailed documentation to support the calculations contained in the Objection Notice. If an Objection Notice is timely made, within two Business Days of the date of such Objection Notice, Sellers and Purchaser shall effect the transfer of an amount in cash, in immediately available funds as may be necessary to reflect the undisputed portion of the changes in the Acquired Assets and Assumed Liabilities between the Estimated Closing Statement and the Final Closing Statement and resulting adjustments to the Purchase Price, together with interest thereon computed from the Closing Date as well as a computation up to, but not including, the date of such payment at the estimated Adjustment Amount (Federal Funds Rate in effect on the "Estimated Adjustment Amount")Closing Date. The worksheet If no Objection Notice is received on or before the last day of such 30-day period, then the Final Closing Statement delivered to Sellers shall be prepared by Compost final and accepted by Purchaser in its reasonable discretion. If binding on the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amountparties. (b) Within 90 days after If Purchaser and Sellers are unable to resolve all of their disagreements with respect to the Closing, Final Purchase Price and the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet Final Closing Statement within 20 Business Days following Purchaser’s receipt of the Company as of Objection Notice, Purchaser and Sellers shall promptly select a mutually agreeable internationally recognized independent accounting firm to determine whether and to what extent the Closing Date (Final Purchase Price requires adjustment based only on the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Dateremaining disagreements submitted to such firm. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital Such accounting firm shall be prepared in accordance with GAAPinstructed to deliver a written determination to Purchaser and Sellers resolving the disputed items within 10 Business Days of engagement, and to the extent consistent with GAAPreasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto and their respective Affiliates. The fees and disbursements of any such accounting firm shall be divided equally between Sellers, using on the same accounting methodsone hand, policiesand Purchaser, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of on the Company Financial Statementsother hand. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost Sellers shall negotiate in good faith and attempt make readily available to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to such firm all relevant books and records and employees any work papers (including those of the Company parties’ respective accountants, to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors by such accountants) relating to the Estimated Closing Date Balance Sheet. Purchaser Statement, the Final Closing Statement and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if all other items reasonably requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Partiesfirm. (c) Within three business days following After the agreement Final Closing Statement has become final and binding on the parties hereto, Purchaser will promptly pay to Sellers (if positive), and Sellers will promptly pay to Purchaser the absolute value (if negative), of (i) the Final Purchase Price minus (ii) the Purchase Price minus (if paid in accordance with Section 2.5(a) by Purchaser) or plus (if paid in accordance with Section 2.5(a) by Sellers) (iii) the amount of any undisputed changes in the Acquired Assets and Assumed Liabilities between the Estimated Closing Statement and the Final Closing Statement paid in accordance with Section 2.5(a), if any (the absolute value of such formula being referred to herein as the “Correction Amount”), in cash, in immediately available funds (in U.S. dollars) to an account designated by Sellers or Purchaser, respectively. Payment of the Correction Amount will be accompanied by a payment of interest on such Correction Amount for the period from and including the Closing Date to but excluding the date of payment of such Correction Amount at the Federal Funds Rate in effect on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3Date.

Purchase Price Adjustment. (ai) Prior to Within ninety (90) days following the Closing Date, Compost (a) Seller shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a Buyer an unaudited combined balance sheet of the Company white paper and packaging & newsprint businesses of Seller and its Subsidiaries and the cash and cash equivalents of the Paper Group and its Subsidiaries, in each case as of the Closing Date Adjustment Calculation Time (the "“Company Closing Date Balance Sheet")”) and a statement (the “Company Closing Statement”) setting forth Seller’s calculation of Company Closing Cash Amount and Company Closing Net Working Capital (in each case, including a computation of the actual Adjustment Amount of as derived from the Company Closing Balance Sheet) and (b) Buyer shall prepare and deliver to Seller an unaudited consolidated balance sheet of Buyer and its Subsidiaries as of the Adjustment Calculation Time (the “Buyer Closing DateBalance Sheet”) and a statement (the “Buyer Closing Statement”) setting forth Buyer’s calculation of the Buyer Closing Net Working Capital (as derived from the Buyer Closing Balance Sheet). The Company Closing Date Balance Sheet shall be prepared on a combined basis for the white paper and packaging & newsprint businesses of Seller and its Subsidiaries in accordance with SAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Latest Balance Sheet (except as otherwise provided in the definition of Company Closing Net Working Capital and without regard to any purchase accounting adjustments arising out of the transactions contemplated hereby) and the calculations calculation of Indebtedness Company Closing Net Working Capital will be made in accordance with the definition thereof. Notwithstanding anything herein to the contrary, Company Closing Cash Amount shall be calculated in accordance with the definition thereof on the basis of bank account information for the Paper Group and its Subsidiaries. The Buyer Closing Balance Sheet shall be prepared on a consolidated basis for Buyer and its Subsidiaries in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the financial statements included in the Buyer SEC Reports related to the fiscal quarter ended June 30, 2007 (except as otherwise provided in the definition of Buyer Closing Net Working Capital and without regard to any purchase accounting adjustments arising out of the transactions contemplated hereby) and the calculation of Buyer Closing Net Working Capital shall be prepared calculated in accordance with GAAP, and to the extent consistent with GAAP, using definition thereof. During the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the Company Closing Statement and the period of any dispute within with respect thereto (including with respect to the contemplation calculation of this Section 3.3(bthe Company Closing Net Working Capital and Company Closing Cash Amount) and/or the Buyer Closing Balance Sheet and/or the Buyer Closing Statement (including with respect to the calculation of the Buyer Closing Net Working Capital set forth thereon), Compost Buyer and other Buyer Sub shall (A) provide Seller and its representatives of Compost shall have with reasonable access during normal business hours to all relevant books the books, records (including work papers, schedules, memoranda and records other documents), facilities and employees of Buyer, Buyer Sub, the Company, their respective Subsidiaries and the Business for such purpose, and, without limiting the generality of the foregoing, make reasonably available its employees of any of the foregoing (including employees who are knowledgeable with respect to the matters to be set forth in the Company Closing Balance Sheet, Buyer Closing Balance Sheet, the Company Closing Statement, the Buyer Closing Statement and/or any of the calculations set forth on any of the foregoing and employees who were involved in the preparation of the materials described in clause (B) below) to provide explanations with respect to the extent required materials described in clause (B) below and to complete their assist in the review of the foregoing and any Notice of Disagreement, and otherwise in connection with the matters contemplated by this Section 1E (including any dispute relating to the Company Closing Balance Sheet, the Buyer Closing Balance Sheet, the Company Closing Statement, the Buyer Closing Statement and/or any of the calculations set forth on any of the foregoing) and (B) provide Seller and its representatives as promptly as practicable following the Closing Date (but in no event later than thirty (30) days after the Closing Date) with normal year-end closing financial information for the white paper and packaging & newsprint businesses of Seller and its Subsidiaries for the period ending as of the Adjustment Calculation Time. Each of Buyer and its post-Closing Subsidiaries, on the one hand, and Seller, on the other hand, shall cooperate fully with the other and its representatives in connection with the preparation and/or review of the Company Closing Balance Sheet Sheet, Buyer Closing Balance Sheet, the Company Closing Statement, the Buyer Closing Statement and the calculations set forth on the foregoing statements and documents, including the provision on a timely basis of all other information necessary or useful in connection with any party’s review of any of the foregoing and/or the review of any Notice of Disagreement. (ii) During the twenty (20) days immediately following the expiration of the ninety (90) day period specified in Section 1E(i) above, Seller and Buyer shall each be permitted to review the working papers, if any, papers of the other party with respect to the preparation of the Company or Closing Balance Sheet, the Purchaser's Auditors relating Company Closing Statement, the Buyer Closing Balance Sheet and the Buyer Closing Statement; provided that any such party’s access to and review of any working papers of the other party’s independent public accountants under this Section 1E shall be subject to the execution and delivery by the reviewing party of a customary hold harmless letter in favor of the providing party’s independent public accountants, if required by such accountants. The Company Closing Date Balance Sheet. Purchaser , Buyer Closing Balance Sheet, the Company Closing Statement and Purchaser's Auditors the Buyer Closing Statement and the resulting calculation of the Closing Purchase Price therefrom shall cooperate with Compost become final and their representatives in facilitating binding upon the parties upon expiration of such review. Should such negotiations not result in an agreement within 20 calendar daystwenty (20) day period unless Seller or Buyer (or both) provides written notice of its disagreement (each, then the matter shall be submitted to arbitration by an independent accounting firm a “Notice of national reputation mutually acceptable Disagreement”) to the Purchaser other prior to such date. Any Notice of Disagreement shall (x) specify in reasonable detail the nature and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c)amount of any disagreement so asserted, and 11.6(d(y) only include disagreements based on mathematical errors or based on the Company Closing Balance Sheet, Buyer Closing Balance Sheet, the Buyer Closing Statement and/or the Company Closing Statement not being prepared and/or the calculations of Company Closing Net Working Capital, Company Closing Cash Amount and Buyer Closing Net Working Capital reflected and/or derived therefrom not be calculated in accordance with this Agreement. If a timely Notice of Disagreement is received by any of Seller and/or Buyer, as applicable, then the Purchaser Company Closing Balance Sheet, the Buyer Closing Balance Sheet, the Company Closing Statement and Compost are unable to agree the Buyer Closing Statement, the calculations of Company Closing Net Working Capital, Company Closing Cash Amount and Buyer Closing Net Working Capital reflected and/or derived therefrom and the resulting calculation of Closing Purchase Price (as revised in accordance with clause (1) or (2) below) shall become final and binding upon the parties on the Neutral Auditors, then earlier of (1) the date Buyer and Seller resolve in writing any and all differences they shall request have with respect to any and all matters specified in any and all Notice of Disagreements and (2) the American Arbitration Association to appoint date any and all matters properly in dispute are finally resolved in writing by the Neutral AuditorsAccounting Firm. All fees and expenses relating to appointment During the thirty (30) days immediately following the expiration of the Neutral Auditors twenty (20) day period specified in the first sentence of this Section 1E(ii), Buyer and Seller shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Disagreement, and all such discussions related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. (iii) At the end of such thirty (30) day period specified in Section 1E(ii), Buyer and Seller shall submit to Ernst & Young LLP or, if they cannot or will not serve, such other independent accounting firm as may be mutually agreed to by Buyer and Seller (the “Accounting Firm”) for review and resolution of any and all matters (but only such matters) which remain in dispute and which were properly included in any Notice of Disagreement. Buyer and Seller shall instruct the Accounting Firm to, and the workAccounting Firm shall, if anymake a final determination of the items included in the Company Closing Balance Sheet, the Buyer Closing Balance Sheet, the Company Closing Statement and the Buyer Closing Statement (to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still extent such amounts are in dispute) in accordance with the guidelines and procedures set forth in this Agreement. In resolving any disputed itemBuyer and Seller shall cooperate with the Accounting Firm during the term of its engagement. Buyer and Seller shall instruct the Accounting Firm not to, and the Neutral Auditors (x) Accounting Firm shall be bound by the provisions of this Agreement and (y) may not not, assign a value to any item in dispute greater than the greatest value for such item claimed assigned by either Party Buyer, on the one hand, or Seller, on the other hand, or less than the smallest value for such item claimed assigned by either Partythe Buyer, on the one hand, or Seller, on the other hand. The Neutral Auditors' Buyer and Seller shall also instruct the Accounting Firm to, and the Accounting Firm shall, make its determination shall be made within 30 days after their selection based solely on presentations by the Buyer and shall Seller which are in accordance with the guidelines and procedures set forth in a written statement their findings as to this Agreement (i.e., not on the dispute basis of an independent review). The Company Closing Balance Sheet, the Buyer Closing Balance Sheet, the Company Closing Statement and the Buyer Closing Statement, and the resulting computation calculation of Closing Purchase Price shall become final and binding on the parties hereto on the date the Accounting Firm delivers its final resolution in writing to Buyer and Seller (which final resolution shall be requested by the parties to be delivered not more than forty-five (45) days following submission of such disputed matters). The fees and expenses of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined Accounting Firm pursuant to this Section 3.31E(iii) shall be borne equally by Seller and Buyer. (iv) If the Estimated Closing Purchase Price is less than the Closing Purchase Price as finally determined under this Section 1E (such shortfall, the “Adjustment Amount”), Buyer shall, within five (5) Business Days after the Closing Purchase Price becomes final and binding on the parties under this Section 1E, make payment to Seller of the Adjustment Amount by delivering to Seller (or causing Buyer Sub to deliver to Seller), at no cost or expense, a number of shares of Buyer Common Stock equal to the quotient determined by dividing (1) an amount equal to the Adjustment Amount by (2) the Average Trading Price, such shares to be registered in Seller’s and/or its designee(s)’s name. If the Estimated Closing Purchase Price is greater than the Closing Purchase Price as finally determined under this Section 1E (such excess, the “Excess Amount”), Seller shall, within five (5) Business Days after the Closing Purchase Price becomes final and binding on the parties under this Section 1E, make payment to Buyer of the Excess Amount by delivering to Buyer for cancellation certificates for a number of shares of Buyer Common Stock which, when multiplied by the Average Trading Price equals the Excess Amount. (v) Buyer agrees that following the Closing it will not take any, or permit any of its Subsidiaries to take any, actions with respect to the accounting books, records, policies and procedures of Buyer and its Subsidiaries (including any member of the Paper Group or any of its Subsidiaries) that is intended to obstruct or prevent the preparation of the Company Closing Statement as provided in this Section 1E. The parties agree that, from and after the Closing, the provisions of this Section 1E and the arbitration provisions contemplated hereby shall be the exclusive remedy and exclusive forum of the parties with respect to the matters that are or that may be addressed through the working capital adjustment contemplated hereby.

Purchase Price Adjustment. (a) Prior Set forth on Schedule 1.7(a) is the "Initial Working Capital Statement." The Initial Working Capital Statement is unaudited and has been prepared by the finance and accounting staff of the Business as of August 31, 2001 according to the Closing Datehistorical accounting policies and procedures of the Business. The Business' accounts and records make up a portion of the consolidated financial statements of Safety-Kleen Corp., Compost shall deliver to Purchaser which financial statements are prepared in accordance with GAAP on a worksheet which consistent basis. The Unadjusted Cash Purchase Price shall be attached adjusted following the Closing as Exhibit B hereto, setting forth a reasonable estimate follows: (i) if the amount of the Indebtedness and Net Working Capital of the Business (determined in accordance with Section 1.7(b)) as of the Closing Date as well as a computation of is less than the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive numberTarget Working Capital, the amount payable in cash at Closing Unadjusted Cash Purchase Price shall be decreased in by an amount equal to such difference (the Estimated Adjustment Amount. If "Working Capital Deficiency") and the Estimated Adjustment Unadjusted Cash Purchase Price, as so adjusted, will be the Cash Purchase Price; (ii) if the amount of the Working Capital of the Business (determined in accordance with this Section 1.7(b)) as of the Closing Date is a negative numbergreater than the Target Working Capital, the amount payable in cash at Closing Unadjusted Cash Purchase Price shall be increased in by an amount equal to such difference (the absolute value "Working Capital Surplus") and the Unadjusted Cash Purchase Price, as so adjusted, will be the Cash Purchase Price; and (iii) if the amount of the Estimated Adjustment AmountWorking Capital of the Business (determined in accordance with this Section 1.7(b)) as of the Closing Date is equal to the Target Working Capital, the Unadjusted Cash Purchase Price shall be equal to the Cash Purchase Price. The Purchaser shall pay to the Seller the amount of any Working Capital Surplus. The Escrow Agent shall pay the Purchaser the amount of any Working Capital Deficiency. If and to the extent that the Escrow Agent shall not be holding enough funds in the Escrow Account, the Seller shall return to the Purchaser the amount of any remaining Working Capital Deficiency. Any amounts required to be paid or returned pursuant to this Section 1.7(a) shall be paid by wire transfer of immediately available funds to the account specified by the party to whom such payment is owed within five business days after the amount of Working Capital of the Business as of the Closing Date is agreed to by the Seller and the Purchaser or any remaining disputed items are ultimately determined by the Accountants in accordance with Section 1.7(d). (b) Within 90 days after the ClosingAs used herein, the Purchaser term "Working Capital" shall cause mean the Company to prepare and deliver to Compost a balance sheet sum of the Company asset accounts utilized in preparing the Initial Working Capital Statement minus the sum of liability accounts utilized in preparing the Initial Working Capital Statement (the liabilities of the Canadian subsidiaries that normally would not be considered in a calculation of working capital, to the extent such liabilities do not reflect liabilities and obligations arising under Environmental Laws, will, upon the mutual agreement of the Seller and the Purchaser within forty-five (45) days of the date of this Agreement, be included in the calculation of Working Capital). The term "Working Capital Statement" shall mean the statement of Working Capital of the Business to be prepared by the Seller as of the Closing Date (in accordance with this Section 1.7(b) and to be delivered to the "Purchaser as promptly as practicable and in any event within 120 days after the Closing Date Balance Sheet"), including which statement shall include as a computation liability all collected and on-site waste (deferred revenue) and shall utilize inventories conducted on the Closing Date of waste at all of the actual Adjustment Amount of Business' facilities. Such Working Capital Statement shall take into account all relevant information available at the Company as of the Closing Datetime such Working Capital Statement is prepared. The Closing Date Balance Sheet and the calculations of Indebtedness and Net unaudited Working Capital Statement shall be prepared in accordance with GAAP, and to by the extent consistent with GAAP, Seller using the same accounting methodsprinciples, policiesprocedures, practices policies and procedures with classifications, judgments methods that were used to prepare the Initial Working Capital Statement. All working papers and estimation methodologies consistent with those back-up documents used in the preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and Working Capital Statement shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable made available to the Purchaser and Compost within two (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (32) business days after delivery to Purchaser of the Adjustment Amount is determined pursuant Working Capital Statement, provided, however, that to this Section 3.3the extent the independent auditors of the Seller assist in the preparation of the Working Capital Statement, the availability of working papers and back-up documents used by such independent auditors will be subject to the policies and procedures of such independent auditors.

Purchase Price Adjustment. (a) Prior to No later than ninety (90) days following the Closing Date, Compost the Purchaser shall prepare and deliver to Purchaser the Shareholder a worksheet statement (the “Preliminary Working Capital Schedule”), which shall be attached as Exhibit B hereto, setting sets forth a reasonable estimate the Purchaser’s calculation of (i) the Indebtedness and Net Working Capital and (ii) the Working Capital Surplus, if any, or the Working Capital Deficit, if any. The Preliminary Working Capital Schedule shall be prepared in good faith in accordance with GAAP, except as otherwise provided in the definition of Net Working Capital. Purchaser may only make a claim for an adjustment to Net Working Capital on the Preliminary Working Capital Schedule in respect of inventory if, and to the extent, that (1) such inventory is listed or reflected as inventory owned by the Company or any of its Subsidiaries on the Closing Date Statement as of the Closing Date Date, but is not owned by the Company or any of its Subsidiaries as well as a computation of the estimated Adjustment Amount Closing Date, (2) such inventory was assigned a book value in preparing the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser Closing Date Statement in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value excess of the Estimated Adjustment Amountvalue that should have been assigned in accordance with GAAP, except as otherwise provided on Exhibit 1.1(c). (b) Within 90 The Shareholder shall have thirty (30) days after following receipt of the ClosingPreliminary Working Capital Schedule during which to notify the Purchaser of any dispute of any item contained in the Preliminary Working Capital Schedule, which notice (a “Dispute Notice”) shall set forth in reasonable detail the basis for such dispute. If the Shareholder fails to notify the Purchaser of any such dispute within such thirty (30) day period, the Preliminary Working Capital Schedule shall be deemed to be the Final Working Capital Schedule, and any items or components of the Preliminary Working Capital Schedule with respect to which the Shareholder does not deliver a Dispute Notice within such 30-day period shall be deemed accepted and agreed to by the Shareholder, and shall be final and binding on the parties to this Agreement. (c) If the Shareholder timely delivers a Dispute Notice to the Purchaser, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Shareholder shall cooperate in good faith to reach agreement on the disputed item(s) on the Preliminary Working Capital Schedule as promptly as possible. Upon any resolution and agreement, the Final Working Capital Schedule shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation agreement of the Company Financial Statements. Purchaser and the Shareholder. (d) If the Purchaser and the Shareholder are unable to resolve any dispute regarding the Preliminary Working Capital Schedule and reach agreement within 15 calendar thirty (30) days (or such longer period as the Purchaser and the Shareholder shall mutually agree in writing), following delivery of the Closing Date Balance Sheet Compost does not object in writing theretoDispute Notice, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost the Shareholder shall negotiate in good faith (i) appoint the Houston office of Deloitte Touche Tohmatsu Limited or (ii) if such accounting firm is unable or unwilling to take such assignment, appoint an accounting firm mutually agreed upon by the Purchaser and attempt to resolve their disagreement. Within the first fifteen calendar days following Shareholder (such identified accounting firm or, if applicable, the delivery of firm so selected, the Closing Date Balance Sheet “Arbitrator”) and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company submit such disputed matters to the extent required to complete their review of the Closing Date Balance Sheet and Arbitrator for resolution. Such resolution shall be permitted final and binding on the Parties. The Purchaser and the Shareholder shall instruct the Arbitrator to review make a final determination of Net Working Capital and the working papersWorking Capital Deficit, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the workWorking Capital Surplus, if any, to be performed by based solely on the Neutral Auditors will be borne equally by items that are in dispute and that, in resolving such items in dispute and in determining Net Working Capital and the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter Working Capital Deficit, if requested by any, or the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed itemWorking Capital Surplus, if any, the Neutral Auditors (x) Arbitrator shall be bound by the provisions of this Agreement and (y) may not assign a value to any item in dispute a value that is (A) greater than the greatest value for such item claimed assigned by either Party the Purchaser, on the one hand, or the Shareholder, on the other hand, or (B) less than the smallest value for such item claimed assigned by either Partythe Purchaser, on the one hand, or the Shareholder, on the other hand. In addition, the Arbitrator’s review shall be limited to the items or amounts that have been identified as items or amounts as to which the Purchaser and the Shareholder have been unable to agree, and the Arbitrator shall consider only the written materials submitted by the Purchaser and the Shareholder and the applicable provisions of this Agreement (i.e., the Arbitrator will not conduct an independent review). The Neutral Auditors' determination Arbitrator shall use commercially reasonable efforts to complete its work within sixty (60) days following its engagement. The fees, costs and expenses of the Arbitrator (1) shall be made within 30 days after their selection and shall set forth borne by the Purchaser in a written statement their findings the proportion that the aggregate dollar amount of all such disputed items so submitted that are unsuccessfully disputed by the Purchaser (as finally determined by the Arbitrator) bears to the dispute aggregate dollar amount of such items so submitted and (2) shall be borne by the Shareholder in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by the Purchaser (as finally determined by the Arbitrator) bears to the aggregate dollar amount of all such items so submitted. If any disputes are submitted to the Arbitrator pursuant to this Section 3.4(d), the Final Working Capital Schedule shall be prepared in accordance with the decision of the Arbitrator and, to the extent applicable, the agreement of the Purchaser and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the PartiesShareholder. (ce) Within three business days five (5) Business Days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery determination of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: Final Working Capital Schedule in accordance with this Section 3.4: (i) if To the Estimated Adjustment Amount less the Adjustment Amount extent that there is a positive numberWorking Capital Deficit on the Final Working Capital Schedule, the Shareholder shall be obligated to pay to the Purchaser in cash an aggregate amount equal to the Working Capital Deficit by wire transfer of immediately available funds to an account designated by the Purchaser; provided, however, that Shareholder shall not be obligated to make any payments under this Section 3.4(e)(i) to the extent that such Working Capital Deficit was already subtracted from the Purchase Price pursuant to Section 3.1 as an Estimated Working Capital Deficit. (ii) To the extent there is a Working Capital Surplus on the Final Working Capital Schedule, the Purchaser shall pay Compost a to the Shareholder in cash payment an aggregate amount equal to the Working Capital Surplus by wire transfer of immediately available funds to an account designated by the Shareholder; provided, however, that Purchaser shall not be obligated to make any payments under this Section 3.4(e)(ii) to the extent that such excess or Working Capital surplus was already added to the Purchase Price pursuant to Section 3.1 as an Estimated Working Capital Surplus. (iif) if the Estimated Adjustment Amount less the Adjustment Amount is a negative numberFor Tax purposes, Compost shall pay any payment by the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment the Shareholder under this Section 3.4, shall be due and payable within three (3) business days after treated as an adjustment to the Adjustment Amount Purchase Price unless a contrary treatment is determined pursuant to this Section 3.3required by Law.

Purchase Price Adjustment. Estimated Closing Balance Sheet and Estimated Closing Statement. The Company will provide to Buyer no later than three (a3) Prior Business Days prior to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the an estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of 12:01 a.m. Eastern Time on the Closing Date (as the "same may be adjusted in response to any comments of Buyer and its Representatives provided prior to the Closing Date and agreed by the Company, the “Estimated Closing Balance Sheet"”), including together with (i) a computation of the actual Adjustment Amount of the Company as written statement setting forth in reasonable detail its good faith estimates of the Closing Date. The Debt Amount, the Closing Date Cash Amount, the Capital Leases, the Net Working Capital as derived from the Estimated Closing Balance Sheet, and the Company Expenses (as the same may be adjusted in response to any comments of Buyer and its Representatives provided prior to the Closing and agreed by the Company, the “Estimated Closing Statement”) and (ii) a certification by the Company’s Chief Executive Officer that the Estimated Closing Balance Sheet and the calculations Company’s estimates of Indebtedness the Closing Debt Amount, the Closing Cash Amount, the Capital Leases, the Company Expenses and Net Working Capital contained in the Estimated Closing Statement have been prepared in good faith in accordance with the Accounting Principles. The Company will provide Buyer and its Representatives commercially reasonable access to the work papers and other books and records of the Company for purposes of assisting Buyer and its Representatives in their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement. Prior to Closing, the Parties shall cooperate in good faith to answer any questions and consider any issues raised by ▇▇▇▇▇ and its Representatives in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement. The Estimated Closing Balance Sheet and the determination of the Closing Debt Amount, Closing Cash Amount, the Capital Leases, the Company Expenses and Net Working Capital reflected on the Estimated Closing Statement will be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial StatementsAccounting Principles. If within 15 calendar days following delivery of the Estimated Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Payment. The Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Payment payable at Closing Date Balance Sheet and during the period of any dispute within the contemplation of this under Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost 1.4(a) (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x“Estimated Closing Payment”) shall be bound by calculated using the provisions of this Agreement estimated Closing Debt Amount, estimated Closing Cash Amount, estimated Capital Leases, estimated Company Expenses and estimated Net Working Capital (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall as applicable), each as set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the PartiesEstimated Closing Statement. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Prior to Within 60 days after the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost the Representative a balance sheet (the “Closing Date Balance Sheet”) for the Company as of the close of business on the Closing Date (determined on a pro forma basis as though the transactions contemplated by this Agreement had not occurred and in accordance with GAAP applied on a basis consistent with the same accounting methodologies historically used by the Company as set forth in the Balance Sheet of the Company dated January 31, 2008 attached hereto as part of Schedule 1.4 (the “Balance Sheet”)). The Closing Date Balance Sheet will include a determination of the Net Worth of the Company as of the close of business on the Closing Date (the "“Closing Date Balance Sheet"Net Worth”), including a computation of . Purchaser will make the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet workpapers and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those back-up materials used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of preparing the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed available to the Closing Date Balance Sheet. If Compost objects in writing to Representative and his accountants and other representatives at reasonable times and upon reasonable notice during (i) the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery review by Representative of the Closing Date Balance Sheet and during (ii) the period resolution by Purchaser and the Representative of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company objections to the extent required Closing Date Balance Sheet. (b) If the Representative has any objection to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating Closing Date Net Worth, the Representative shall deliver a detailed statement describing such objection to Purchaser in writing within 20 days after receiving the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost the Representative will attempt in good faith to resolve any such objections. If Purchaser and their representatives in facilitating such review. Should such negotiations the Representative do not result in an agreement reach a resolution of all objections within 20 calendar days30 days after Purchaser has received the statement of objections, then Purchaser and the matter shall be submitted to arbitration by an independent Representative will select a mutually acceptable accounting firm of national reputation mutually acceptable to the resolve any remaining objections. If Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost Representative are unable to agree on the Neutral Auditorschoice of an accounting firm, then they shall request will select a nationally recognized accounting firm by lot (after excluding the American Arbitration Association to appoint regular outside accounting firms of Purchaser and the Neutral AuditorsCompany). All fees and expenses relating to appointment The accounting firm will determine, in accordance with GAAP applied on a basis consistent with the preparation of the Neutral Auditors Balance Sheet, the amounts to be included in the Closing Date Balance Sheet and the workClosing Date Net Worth. Each Party shall provide the accounting firm, if anywithin 15 days of its selection, with a definitive statement of the position of such Party with respect to be performed by each unresolved objection and will advise the Neutral Auditors accounting firm that the Parties accept the accounting firm as the appropriate Person to interpret this Agreement for all purposes relevant to the resolution of the unresolved objections. Purchaser will be borne equally by provide the accounting firm access to the books and records of the Company. Purchaser and Compost. The Parties agree the Representative shall use their best efforts to execute cause the accounting firm to carry out a reasonable engagement letter if requested by review of the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions unresolved objections and prepare a written statement of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' its determination shall be made regarding each unresolved objection within 30 days after their selection and shall its appointment. The determination of any accounting firm so selected will be set forth in a written statement their findings writing and will be conclusive and binding upon the Parties. Purchaser will revise the Closing Date Balance Sheet and the determination of the Closing Date Net Worth as appropriate to reflect the resolution of any objections to the dispute and the resulting computation of the actual Adjustment Amount Closing Date Balance Sheet pursuant to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Partiesthis Section 1.4. (c) If Purchaser and the Shareholders submit any unresolved objections to an accounting firm for resolution as provided in this Section 1.4, Purchaser, on the one hand, and the Shareholders, jointly and severally, on the other hand, shall each pay one-half of the fees, costs and expenses of the accounting firm (including legal fees and costs). (d) Within three business days following 10 Business Days after the agreement date on which the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount Net Worth is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is finally determined pursuant to this Section 3.31.4: (i) If the Closing Date Net Worth exceeds the Base Net Worth (the amount of such excess, the “Excess Net Worth”), Purchaser will pay Shareholders an aggregate amount equal to the Excess Net Worth. (ii) If the Closing Date Net Worth is less than the Base Net Worth (the amount of such deficiency, the “Net Worth Shortfall”), the Shareholders will, jointly and severally, pay Purchaser an aggregate amount equal to the Net Worth Shortfall. (iii) All payments to be made pursuant to this Section 1.4 will be promptly made by wire transfer of immediately available funds to the accounts designated by Purchaser or the Shareholders, as applicable.

Purchase Price Adjustment. Following the Closing, the Purchase Price shall be adjusted as provided in this Section 2.7 to reflect the difference between Final Closing Working Capital and Target Working Capital. · Within ninety (a90) Prior to days following the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (bi) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a consolidated balance sheet of the Company and the Subsidiaries as of the open of business on the Closing Date (the "“Closing Date Balance Sheet"”) and a statement of Closing Working Capital derived from the Closing Balance Sheet (the “Closing Working Capital Statement”), including a computation of and such prepared Closing Balance Sheet and Closing Working Capital Statement shall be delivered to the actual Adjustment Amount of Stockholder Representative and KPMG, LLP, the Company as of Company’s historical auditors and (ii) the Closing Date. The Balance Sheet shall be audited by KPMG, LLP, and KPMG, LLP shall perform the agreed-upon procedures as set forth in Schedule 2.7(b) hereto in order to determine that the Closing Date Balance Sheet and the calculations of Indebtedness and Net Closing Working Capital shall be Statement were prepared in accordance with GAAP, and to the extent consistent with GAAP, GAAP applied using the same accounting methods, policiespractices, practices principles, policies and procedures procedures, with consistent classifications, judgments and valuation and estimation methodologies consistent with those that were used in the preparation of the Company’s audited Financial Statements for the most recent fiscal year end as if such Closing Balance Sheet was as of a fiscal year end (provided, however, that such preparation and determination shall be subject to the limited adjustments, exceptions and other qualifications as set forth on Schedule 2.7 hereto so that the Closing Working Capital Statement will be determined on a basis consistent with the Company’s historical application and interpretations concerning determination and calculation of working capital). The Company Financial Statements. If within 15 calendar shall (and Purchaser shall cause the Company to) instruct KPMG, LLP to provide its report and any required adjustments pursuant to its audit under clause (ii) of the immediately preceding sentence prior to the date that is ninety (90) days following delivery the Closing Date. Purchaser shall cause the Company to accept any required adjustments to the Closing Balance Sheet and Closing Working Capital Statement as set forth in the report from KPMG, LLP, and each thereof, as so adjusted, shall constitute the final Closing Balance Sheet and Closing Working Capital Statement for purposes hereof. Each of Purchaser, on the one hand, and the Stockholder Representative (on behalf of the Selling Stockholders), on the other hand, shall pay one-half (1/2) of the fees, costs and expenses of KPMG, LLP arising in · connection with such review and audit; provided, however, that Purchaser’s maximum aggregate responsibility for such fees, costs and expenses shall not exceed $30,000. Each of the Company, Selling Stockholders and Purchaser shall, and shall cause their respective representatives and Affiliates to, cooperate and assist in the preparation of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to and the Closing Date Balance SheetWorking Capital Statement and in the conduct of the review referred to in this Section 2.7(b). Each of Purchaser and the Stockholder Representative shall retain their rights to dispute the final Closing Working Capital Statement hereunder if the procedures and substance of this Section 2.7 are not complied with. · The Closing Working Capital as set forth in the Closing Working Capital Statement, as adjusted in respect of the review and audit of KPMG, LLP, shall constitute the “Final Closing Working Capital”. If Compost objects in writing to the computationFinal Closing Working Capital is greater than Target Net Working Capital, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and Purchase Price shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed increased by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), amount of such excess and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment the Stockholder Representative an amount equal to such excess or (ii) if together with interest thereon from the Estimated Adjustment Amount Closing Date to the date of payment. If Final Closing Working Capital is less than Target Net Working Capital, then the Adjustment Amount is a negative numberPurchase Price shall be decreased by the amount of such deficiency and the Selling Stockholders, Compost jointly and severally, shall pay the Purchaser a cash payment an amount equal to such deficitdeficiency together with interest thereon from the Closing Date to the date of payment. · Any payment to be made pursuant to Section 2.7(c) shall be made at a mutually convenient time and place within five (5) Business Days after the date on which the applicable amount of such payment has been finally determined. Any such excess or deficit payment shall be due made by wire transfer of immediately available funds. For purposes of Section 2.7(c), applicable interest will be payable at the “prime” rate, as announced by The Wall Street Journal, Eastern Edition, from time to time to be in effect, calculated based on a 365 day year and payable within three (3the actual number of days elapsed. Any payment to be made by Purchaser to the Selling Stockholders under Section 2.7(c) business days after shall be made to the Adjustment Amount is determined pursuant Stockholder Representative, for distribution to this Section 3.3the Selling Stockholders in accordance with their respective pro rata portion of the Purchase Price.

Purchase Price Adjustment. (a) Prior On the fifth Business Day prior to the Closing Date, Compost shall Seller will prepare in good faith and deliver to Purchaser a worksheet which shall Buyer an unaudited pro forma balance sheet of the Commodities Business as of the last day of the calendar month preceding the date of such preparation (the “Estimated Closing Balance Sheet”). The Estimated Closing Balance Sheet will (i) be attached prepared from the Documents of the Commodities Business, in accordance with U.S. GAAP (except as Exhibit B heretootherwise set forth in the Agreed Adjustments) and the Agreed Adjustments, setting applied consistently with the methodology employed in the preparation of the pro forma balance sheet of the Commodities Business as of December 31, 2010 set forth a reasonable on Section 2.6(a) of the Seller Disclosure Letter (the “Reference Balance Sheet”), and (ii) set forth an estimate of the Indebtedness and Net Working Capital as Book Value of the Commodities Business derived from the Estimated Closing Date as well as a computation of the estimated Adjustment Amount Balance Sheet (the "“Estimated Adjustment Amount"Net Book Value.”). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within As soon as reasonably practicable, but in no event more than 90 days after following the Closing, the Purchaser shall cause the Company to Buyer will prepare in good faith and deliver to Compost a Seller an unaudited pro forma balance sheet of the Company Commodities Business as of the Closing Date (the "“Closing Date Balance Sheet"”), including a computation . The Closing Balance Sheet will (i) be prepared from the Documents of the actual Adjustment Amount Commodities Business, in accordance with U.S. GAAP (except as otherwise set forth in the Agreed Adjustments) and the Agreed Adjustments, applied consistently with the methodology employed in the preparation of the Company as Reference Balance Sheet, and (ii) set forth the Net Book Value of the Commodities Business derived from the Closing Balance Sheet (the “Closing Net Book Value”). In the event Seller has any objection either to the Closing Balance Sheet or the Closing Net Book Value, Seller shall deliver to Buyer within 30 days after delivery of the Closing DateBalance Sheet by Buyer to Seller a written objection (“Seller’s Objection”) setting forth a specific description of the basis of Seller’s objection and the adjustments to the Closing Balance Sheet and Closing Net Book Value Seller believes should be made. The If no Seller’s Objection is received within 30 days after delivery of the Closing Date Balance Sheet, the Closing Balance Sheet and the calculations of Indebtedness and Closing Net Working Capital Book Value shall be prepared final and binding on the parties. Buyer shall have 15 days from its receipt of Seller’s Objection to respond in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statementswriting. If Buyer does not respond within 15 calendar days following after delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed itemSeller’s Objection, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall adjustments set forth in a written statement their findings as to the dispute Seller’s Objection shall be final and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Partiesbinding. (c) Within three business If Seller and Buyer are unable to resolve all of their disagreements with respect to the proposed adjustments set forth in the Seller’s Objection within 15 days following of Buyer’s receipt of the agreement Seller’s Objection, they shall refer any remaining disagreements to the Balance Sheet Auditor, who, acting as an expert and not as an arbitrator, shall determine, on the basis set forth in Section 2.6(b), and only with respect to the remaining differences so submitted, whether the Closing Balance Sheet and the Closing Net Book Value require adjustment. Buyer and Seller shall instruct the Balance Sheet Auditor to deliver its written determination to Buyer and Seller no later than 30 days after the remaining differences underlying the Seller’s Objection are referred to the Balance Sheet Auditor. The Balance Sheet Auditor’s determination shall be conclusive and binding upon Buyer and Seller and their Affiliates. The pro forma balance sheet of the Commodities Business as of the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is as finally determined pursuant to Section 2.6(b) or this Section 3.32.6(c) shall be referred to as the “Final Closing Balance Sheet”; and the Net Book Value of the Commodities Business as of the Closing Date as finally determined pursuant to Section 2.6(b) or this Section 2.6(c) shall be referred to as the “Final Net Book Value.” The fees and disbursements of the Balance Sheet Auditor shall be borne equally by Buyer and Seller. Buyer and Seller shall make readily available to the Balance Sheet Auditor all relevant Documents and any work papers (including those of the parties’ respective accountants, to the extent permitted by such accountants) relating to the Estimated Closing Balance Sheet, the Estimated Net Book Value, the Closing Balance Sheet, the Closing Net Book Value, Seller’s Objection and all other items reasonably requested by the Balance Sheet Auditor in connection therewith.

Purchase Price Adjustment. (a) Prior to As soon as practicable, but in no event later than 30 days following the Closing Date, Compost the Seller Representative (as hereinafter defined) shall prepare and deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate an audited balance sheet of the Indebtedness Company and Net Working Capital the Affiliated Companies (including notes thereto), prepared by the Company and reviewed and certified by PricewaterhouseCoopers LLP ("PriceWaterhouse") as of the Closing Date as well as a computation close of the estimated Adjustment Amount business on October 31, 1998 (the "Estimated Adjustment AmountCalculation Date") (the "Closing Balance Sheet"), together with the work papers used in the preparation thereof. The worksheet Closing Balance Sheet shall include all accruals through the Calculation Date, in accordance with the Company's ordinary month-end closing procedures, and shall be prepared by Compost on a basis consistent with the 1997 Financial Statements (as hereinafter defined) and accepted by shall fairly present the financial position of the Company and the Affiliated Companies in accordance with United States Generally Accepted Accounting Principles ("GAAP"), applied on a consistent basis. Purchaser in its reasonable discretionand Sellers agree that the Closing Balance Sheet shall include any revenue payable to the Company or any Affiliated Company for all services performed through the Calculation Date consistent with the Company's ordinary business practices regardless of whether invoices have been sent for any such work prior to the Calculation Date. If During the Estimated Adjustment Amount is a positive numberpreparation of the Closing Balance Sheet, the amount payable Seller Representative and PriceWaterhouse shall consult with, and permit Purchaser and its representatives to have reasonable access to, those files, books, documents, records, financial information (including working papers and data in cash at the possession of PriceWaterhouse) and other information of the Company or any Affiliated Company used in the preparation of the Closing Balance Sheet; provided, however, that such consultation and access shall not hinder or delay the preparation of the Closing Balance Sheet by the Seller Representative and PriceWaterhouse. All fees and expenses of PriceWaterhouse shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amountborne equally by Sellers and Purchaser. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as After receipt of the Closing Date Balance Sheet, Purchaser shall have 30 days to review it. Unless Purchaser delivers written notice to the Seller Representative on or prior to the thirtieth day after receipt of the Closing Balance Sheet of its disagreement as to any item included on the Closing Balance Sheet (the a "Closing Date Balance SheetSheet Objection"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital parties shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have accepted and agreed to the Closing Date Balance Sheet. If Compost objects in writing to Purchaser so notifies the computationSeller Representative of a Closing Balance Sheet Objection, then the Purchaser and Compost shall negotiate in good faith and the Seller Representative shall, within 30 days following the date of such notice (the "Resolution Period"), attempt to resolve their disagreementdifferences. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours Any resolution by them as to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.be

Purchase Price Adjustment. (a) Prior Following the Closing, but in any event no later than ninety (90) days thereafter, Buyer shall cause to be prepared and delivered to Seller a statement (the “Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, Date Statement”) setting forth a reasonable estimate its calculation of the Indebtedness VEBA Asset Transfer Amount, and Net Working Capital as the calculation of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment AmountFinal Consideration resulting therefrom. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare Buyer and deliver to Compost a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate Seller will work in good faith and attempt to resolve their disagreement. Within any disputes relating to the first fifteen calendar days following VEBA Asset Transfer Amount and the calculation of Final Consideration resulting therefrom within ten (10) Business Days after the delivery of the Closing Date Balance Sheet Statement to Seller. If Buyer and during Seller do not reach an agreement within such period, the period of any dispute within will be submitted to an independent public accounting firm which is mutually agreeable to Buyer and Seller (the contemplation of this Section 3.3(b)“Purchase Price Independent Accountants”) for resolution. If issues are submitted to the Purchase Price Independent Accountants for resolution, Compost (i) Seller and Buyer shall furnish or cause to be furnished to the Purchase Price Independent Accountants such work papers and other representatives of Compost shall have reasonable access during normal business hours to all relevant books documents and records and employees of the Company information relating to the extent required disputed issues as the Purchase Price Independent Accountants may reasonably request and are available to complete their review of the Closing Date Balance Sheet that Party and its agents and shall be permitted afforded the opportunity to review present to the working papers, if any, of the Company or the Purchaser's Auditors Purchase Price Independent Accountants any material relating to the Closing Date Balance Sheet. Purchaser disputed issues and Purchaser's Auditors shall cooperate to discuss the issues with Compost the Purchase Price Independent Accountants; and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then (ii) the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed determination by the rules provided in Sections 11.6(a)Purchase Price Independent Accountants, 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as notice to be delivered to Seller and Buyer within thirty (30) days after the submission to the dispute and the resulting computation Purchase Price Independent Accountants of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will issues remaining in dispute, shall be final, binding and conclusive on the Parties, absent manifest error or fraud. The fees and costs of (A) the Purchase Price Independent Accountants for such determination and (B) any enforcement of its determination, shall be borne by Seller and Buyer in inverse proportion as they may prevail on the matters resolved by the Purchase Price Independent Accountants, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Purchase Price Independent Accountants at the time of their resolution of the matters in dispute. The VEBA Asset Transfer Amount, as accepted or as finally agreed or determined, will be the “Final VEBA Asset Transfer Amount” and the Consideration, as accepted or as finally agreed or determined, will be the “Final Consideration.” (c) Within three business days following In the agreement on event that the Final Consideration (as set forth in the Closing Date Balance Sheet setting forth the Adjustment Amount Statement or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is as finally determined pursuant to this Section 3.31.9(b), as the case may be), is less than the Estimated Consideration, Seller shall promptly, and in any event within five (5) Business Days following the final determination of the Final Consideration, pay to Buyer the absolute value of such difference by wire transfer of immediately available funds to an account designated in writing by Buyer. In the event that the Final Consideration (as set forth in the Closing Date Statement or as finally determined pursuant to Section 1.9(b), as the case may be), is greater than the Estimated Consideration, Buyer shall promptly, and in any event within five (5) Business Days following the final determination of the Final Consideration, pay to Seller the absolute value of such difference by wire transfer of immediately available funds to an account designated in writing by Seller.

Purchase Price Adjustment. (a) Prior to As soon as practicable, but in no event later than forty-five (45) days following the Closing Date, Compost Buyer shall deliver to Purchaser prepare a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate calculation of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company Business as of the Closing Date (the "“Closing Date Balance Sheet"), including a computation Working Capital”) in accordance with the provisions of Schedule 2.8. (b) During the actual Adjustment Amount of the Company as calculation of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b)2.8, Compost Seller shall (i) provide Buyer and other Buyer’s authorized representatives with reasonable access during normal business hours to the books, records, facilities and employees of Compost Seller concerning the Business, and (ii) cooperate with Buyer’s and Buyer’s authorized representatives’ reasonable requests with respect to the calculation of the Closing Working Capital, including by providing on a timely basis all information necessary or useful in calculating the Closing Working Capital. (c) Buyer shall deliver a written statement of the Closing Working Capital (the “Closing Working Capital Statement”) to Shareholder promptly after it has been prepared. After receipt of the Closing Working Capital Statement, Shareholder shall have thirty (30) days to review the Closing Working Capital Statement. Shareholder and its authorized representatives shall have reasonable access during normal business hours to all relevant books and records and employees of the Company Buyer to the extent required to complete their review of the Closing Date Balance Sheet Working Capital Statement. Unless Shareholder delivers written notice to Buyer on or prior to the thirtieth (30th) day after Shareholder’s receipt of the Closing Working Capital Statement specifying in reasonable detail the amount, nature and basis of all disputed items, Shareholder shall be permitted deemed to review have accepted and agreed to the working papers, if any, calculation of the Company or the Purchaser's Auditors relating Closing Working Capital. If Shareholder timely notifies Buyer of its objection to the calculation of the Closing Date Balance Sheet. Purchaser Working Capital, Buyer and Purchaser's Auditors Shareholder shall, within sixty (60) days (or such longer period as the parties may agree in writing) following such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall cooperate with Compost be final, binding and their representatives conclusive. (d) If, at the conclusion of the Resolution Period, there are any amounts remaining in facilitating such review. Should such negotiations not result in an agreement within 20 calendar daysdispute, then the matter such amounts remaining in dispute shall be submitted to arbitration by an independent accounting ▇▇▇▇▇▇ ▇▇▇▇▇ or such other another nationally recognized firm of national reputation independent public accountants as mutually acceptable to agreed if a party has engaged ▇▇▇▇▇▇ ▇▇▇▇▇ at the Purchaser and Compost time of the dispute (the "“Neutral Auditors"). Such arbitration shall be governed ”) selected by Shareholder and Buyer within ten (10) days after the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) expiration of this Agreementthe Resolution Period. If the Purchaser Shareholder and Compost Buyer are unable to agree on the Neutral Auditors, then they each of Shareholder and Buyer shall have the right to request the office of the American Arbitration Association to appoint the Neutral Auditors, which Neutral Auditors shall not have had a material relationship with Shareholder, Buyer or any of their respective Affiliates within the past two years. Each party agrees to execute, if requested by the Neutral Auditors, a reasonable engagement letter, including customary indemnities. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will shall be borne equally by the Purchaser pro rata as between Shareholder and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.Buyer in

Purchase Price Adjustment. (a) Prior At least three (3) but no more than five (5) Business Days prior to the Closing DateClosing, Compost Timken shall deliver cause to Purchaser be prepared and delivered to Buyer a worksheet which shall be attached as Exhibit B hereto, certificate setting forth a in reasonable detail its good faith reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as prepared in a computation manner consistent with the Working Capital example set forth in Section 4.8(d) of the estimated Adjustment Amount Disclosure Schedule (the "“Estimated Adjustment Amount"Working Capital”). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Working Capital Target exceeds the Estimated Adjustment Amount is a positive numberWorking Capital, the amount payable in cash at Closing Purchase Price shall be decreased in reduced by an amount equal to the amount by which the Working Capital Target exceeds the Estimated Adjustment AmountWorking Capital. If the Estimated Adjustment amount is a negative numberWorking Capital exceeds the Working Capital Target, the amount payable in cash at Closing Purchase Price shall be increased in by an amount equal to the absolute value of amount by which the Estimated Adjustment AmountWorking Capital exceeds the Working Capital Target. The Estimated Working Capital shall be subject to review by Buyer, and Timken and Buyer will cooperate and negotiate in good faith to resolve any dispute regarding the Estimated Working Capital; provided that if any item of dispute regarding the Estimated Working Capital is not resolved by agreement in writing between Timken and Buyer prior to the Closing Date, then Timken’s reasonable estimate for such disputed item together with the resolved disputed items and the undisputed items contained in the Estimated Working Capital shall be deemed the Estimated Working Capital for purposes of this Section 2.10. (b) Within 90 sixty (60) days after following the ClosingClosing Date, the Purchaser Buyer shall cause to be prepared and delivered to Timken a working capital statement (the Company to prepare and deliver to Compost a balance sheet of “Closing Working Capital Statement”) setting forth the Company Working Capital as of the Closing Date (prepared in a manner consistent with the "Closing Date Balance Sheet"), including a computation Working Capital example set forth in Section 4.8(d) of the actual Adjustment Amount of the Company as Disclosure Schedule. Within forty-five (45) days following receipt by Timken of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital Statement, Timken shall be prepared in accordance deliver written notice to Buyer containing a reasonably detailed description of any dispute it has with GAAP, and respect to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery content of the Closing Date Balance Sheet Compost Working Capital Statement; provided, however, that Timken may not dispute the accounting principles and adjustments used in preparing the Closing Working Capital Statement if they are consistent with the Working Capital example set forth in Section 4.8(d) of the Disclosure Schedule. If Timken does not object in writing thereto, Compost shall have been deemed to have agreed notify Buyer of a dispute with respect to the Closing Date Balance SheetWorking Capital Statement within such forty-five (45) day period, the Closing Working Capital Statement will be final, conclusive and binding on the parties. If Compost objects in writing to In the computationevent of such notification of a dispute, then the Purchaser Buyer and Compost Timken shall negotiate in good faith and attempt to resolve their disagreementsuch dispute. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet If Buyer and during the period of any Timken, notwithstanding such good faith effort, fail to resolve such dispute within the contemplation thirty (30) days after Timken provides Buyer with written notice of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar daysits objections, then Buyer and Timken jointly shall engage the matter firm of PricewaterhouseCoopers LLP to resolve such dispute, and if PricewaterhouseCoopers LLP is unwilling or unable to serve in such capacity, then Buyer and Timken jointly shall be submitted engage the firm of Deloitte & Touche LLP, and if Deloitte & Touche LLP is unwilling or unable to arbitration by an serve in such capacity, Timken and Buyer shall select, within ten (10) days after notification that Deloitte & Touche LLP is unwilling or unable to serve in such capacity, a mutually acceptable nationally recognized independent accounting firm of national reputation mutually acceptable to resolve such dispute (any such firm serving in such capacity pursuant to this sentence is referred to herein as the “Independent Auditor”). As promptly as practicable thereafter, Buyer and Timken shall each prepare and submit a presentation to the Purchaser Independent Auditor. As soon as practicable thereafter, but in no event later than thirty (30) days after such presentation, Buyer and Compost (Timken shall cause the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable Independent Auditor to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment choose one of the Neutral Auditors parties positions as to each disputed item based solely upon the presentation by Buyer and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser Timken and Compost. The Parties agree to execute a reasonable engagement letter if any additional information requested by the Neutral AuditorsIndependent Auditor. The Neutral Auditors parties shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, share equally the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.fees and

Purchase Price Adjustment. (a) Prior to As promptly as practicable, but in any event within sixty (60) days after the Closing Date, Compost Buyer shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost Sellers a balance sheet of the Company Purchased Assets and the Assumed Liabilities as of the close of business on the Business Day immediately preceding the Closing Date (the "“Closing Date Balance Sheet"”), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAPbalance sheet set forth on Schedule 2.6(a) (the “Reference Balance Sheet”), using the same accounting methodsAccounting Principles consistently applied, policies, practices and procedures with classifications, judgments consistent classifications and estimation methodologies consistent with those as were used in the preparation of the Company Financial StatementsReference Balance Sheet. In the event that the Business Day immediately preceding the Closing Date does not occur at a financial week or month end for accounting purposes, the parties shall agree on mutually acceptable roll forward or roll back procedures. The Closing Balance Sheet shall be accompanied by a report of BDO S▇▇▇▇▇▇, LLP, independent public accountants, stating that the Closing Balance Sheet was determined in accordance with this Section 2.6(a). Buyer shall use its best efforts to cause such report to be delivered within ninety (90) days after the Closing Date. Each party shall provide the other party and its Representatives with reasonable access to books and records and relevant personnel during the preparation of the Closing Balance Sheet and the resolution of any disputes that may arise under this Section 2.6. (b) If Sellers disagree with the determination of the Closing Net Assets as shown on the Closing Balance Sheet, Sellers shall notify Buyer in writing of such disagreement within 15 calendar days following thirty (30) Business Days after delivery of the report of BDO S▇▇▇▇▇▇, LLP referenced in Section 2.6(a), which notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement. After the end of such 30-Business Day period, Sellers may not introduce additional disagreements with respect to any item in the Closing Date Balance Sheet Compost or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by Sellers and will be final and binding upon the parties. Similarly, a disagreement by Sellers does not object in writing thereto, Compost shall have been deemed provide any right to have agreed Buyer to introduce any changes to net assets not directly related to the Closing Date Balance Sheetdisputed item. If Compost objects in writing to During the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the 30-Business Day period of any dispute within the contemplation of this Section 3.3(b)its review, Compost Sellers and other representatives of Compost their Representatives shall have reasonable access during normal business hours to all relevant books and records and employees of any documents, schedules or workpapers used in the Company to the extent required to complete their review preparation of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business Buyer and Sellers agree to negotiate in good faith to resolve any such disagreement. If Buyer and Sellers are unable to resolve all disagreements properly identified by Sellers pursuant to Section 2.6(b) within sixty (60) days following after delivery to Buyer of written notice of such disagreement, then such disagreements shall be submitted for final and binding resolution to KPMG, and if KPMG should decline such engagement, such other internationally recognized accounting firm as Buyer and Sellers shall mutually agree (the agreement “Accounting Arbitrator”). The Accounting Arbitrator so selected will only consider those items and amounts set forth in the Closing Balance Sheet as to which Buyer and Sellers have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of the Agreement. The Accounting Arbitrator shall be instructed to deliver to Buyer and Sellers, as promptly as practicable and in any event within one hundred and twenty (120) days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of the Agreement. The Accounting Arbitrator shall make its determination based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. The determination of the Accounting Arbitrator shall be final and binding upon Buyer and Sellers. The fees, expenses and costs of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellers. (d) The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.6 upon the earliest of (i) the failure of Sellers to notify Buyer of a dispute within thirty (30) Business Days of Buyer’s delivery of the Closing Balance Sheet to Sellers, (ii) the resolution of all disputes, pursuant to Section 2.6(c), by Buyer and Sellers, or (iii) the resolution of all disputes, pursuant to Section 2.6(c), by the Accounting Arbitrator. (e) If the Closing Net Assets as finally determined on the Closing Date Balance Sheet setting forth in accordance with this Section 2.6 are less than the Adjustment Amount or Target Amount, the delivery Purchase Price shall be decreased by the amount of such deficit, and if the Closing Net Assets are greater than the Target Amount, the Purchase Price shall be increased by the amount of such excess. (f) If any adjustment under this Section 2.6 results in a reduction in the Purchase Price, Sellers shall pay to Buyer the amount of such reduction, and if any adjustment results in an increase in the Purchase Price, Buyer shall pay to Sellers the amount of such increase, in each case, by wire transfer of immediately available funds to an account designated by the party receiving payment within five (5) Business Days after the final determination of the written statement amount of such reduction or increase in Purchase Price, plus interest on the Neutral Auditorsamount of such reduction or increase from the Closing Date to the final determination date at the prime rate of Bank of America, N.A., as in effect from time to time, and from the following excess or deficit amount shall be due and payable: final determination date until the date of such payment thereof at the rate of ten percent (i10%) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3per annum.

Purchase Price Adjustment. (a) Prior to Following the Closing Date, Compost shall deliver to Purchaser a worksheet which the Purchase Price shall be attached adjusted, if at all, as Exhibit B hereto, setting set forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount.below: (ba) Within 90 days after the Closing, the The Purchaser shall cause the Company to prepare and deliver to Compost the Sellers’ Representative (as defined below) within ninety (90) Business Days after the Closing Date (i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date in accordance with GAAP applied in a manner consistent with the preparation of the audited consolidated balance sheet included within the Financial Statements for the fiscal year ended July 31, 2002 that shall be audited by PricewaterhouseCoopers LLP who shall be engaged by the Purchaser (the "“Closing Date Balance Sheet"), including ”) and (ii) a computation calculation of the actual Adjustment Amount of the Company as of Net Working Capital derived from the Closing DateBalance Sheet (the “Closing Net Working Capital Calculation”). The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital Calculation shall be prepared in accordance with GAAP, the definition of Net Working Capital and to the extent in accordance with GAAP applied in a manner consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company audited consolidated balance sheet included within the Financial StatementsStatements for the fiscal year ended July 31, 2002. If within 15 calendar days For the avoidance of doubt, the Closing Balance Sheet shall be prepared in accordance with the Company’s historic cost basis of accounting and will not be adjusted for the purchase price paid by the Purchaser in excess of the historic carrying value of the consolidated assets and liabilities of the Company. (b) During the 30-day period following delivery the Sellers’ Representative’s receipt of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within Closing Net Working Capital Calculation, the contemplation of this Section 3.3(b), Compost and other representatives of Compost Purchaser shall have provide to the Sellers’ Representative full access upon reasonable access during normal business hours notice to all relevant the books and records and employees of the Company to permit the extent required Sellers’ Representative to complete their review the Closing Balance Sheet and the Closing Net Working Capital Calculation. On or prior to the thirtieth (30th) day following Seller’s Representative’s receipt of the Closing Date Balance Sheet and shall be permitted to review the working papersClosing Net Working Capital Calculation, if any, of the Company or Sellers’ Representative may give the Purchaser's Auditors relating Purchaser a written notice stating in reasonable detail the Sellers’ Representative’s objections (an “Objection Notice”) to the Closing Date Balance SheetNet Working Capital Calculation. Any Objection Notice shall specify in reasonable detail the dollar amount of any objection and the basis therefor. Any determination set forth in the Closing Net Working Capital Calculation which is not specifically objected to in the Objection Notice shall be deemed acceptable and shall be final and binding upon the Parties upon delivery of the Objection Notice. If the Sellers’ Representative does not give the Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating an Objection Notice within such review. Should such negotiations not result in an agreement within 20 calendar days30-day period, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors Closing Balance Sheet and the work, if any, to be performed by the Neutral Auditors Closing Net Working Capital Calculation will be borne equally by conclusive and binding upon the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination Closing Net Working Capital Calculation will be final, binding used for purposes of Section 1.5(a) and conclusive on the Parties1.5(e) herein. (c) Within three business days following Following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery Purchaser’s receipt of the written statement of the Neutral Auditorsany Objection Notice, the following excess or deficit amount shall be due Sellers’ Representative and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal attempt to negotiate in good faith to resolve such excess or (ii) if dispute. In the Estimated Adjustment Amount less event that the Adjustment Amount is a negative number, Compost shall pay Sellers’ Representative and the Purchaser fail to agree on any of the Sellers’ Representative’s proposed adjustments set forth in the Objection Notice within thirty (30) Business Days after the Purchaser receives the Objection Notice, the Sellers’ Representative and the Purchaser agree that Deloitte & Touche, LLP or if Deloitte & Touche, LLP is not then independent, willing and able, a cash payment equal to mutually acceptable accounting firm of nationally recognized standing (the “Independent Auditors”) shall, within the 30-day period immediately following such deficit30-day period, make the final determination of the Closing Net Working Capital Calculation in accordance with the terms of this Agreement. Any such excess or deficit payment The Purchaser and the Sellers’ Representative each shall provide the Independent Auditors with their respective determinations of the Closing Net Working Capital Calculation. In making the determination of Closing Net Working Capital, the Independent Auditors shall be due instructed to determine only the specific items in dispute as identified in the Objection Notice. The Independent Auditors shall make an independent determination of the Closing Net Working Capital in compliance with the previous clause that shall be within the range proposed by the Purchaser and payable within three the Sellers’ Representative in their respective proposed Closing Net Working Capital Calculations. The Independent Auditors’ determination shall be final and binding on the Sellers’ Representative and the Purchaser. The fees, costs and expenses of the Independent Auditors shall be paid fifty percent (350%) business days after by the Adjustment Amount Purchaser and fifty percent (50%) by the Sellers’ Representative. (d) The term “Closing Balance Sheet” shall mean the Closing Balance Sheet delivered pursuant to Section 1.5(a) as adjusted, if at all, pursuant to Sections 1.5(b) and (c). The date on which the Closing Balance Sheet is finally determined pursuant to this Section 3.31.5 shall hereinafter be referred to as the “Settlement Date”.

Purchase Price Adjustment. (a) Prior Purchaser and Selling Group acknowledge that it will not be possible to determine the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate Net Worth of the Indebtedness and Net Working Capital Operating Companies as of the Closing Date as well as a computation until after the Closing. For purposes of the Closing, Purchaser and Selling Group have estimated Adjustment Amount the Net Worth to be Nine Million Seven Hundred Twenty Two Thousand Dollars ($9,722,000) (the "Estimated Adjustment AmountESTIMATED NET WORTH"). Accordingly, within approximately ninety (90) days after the Closing Date, Purchaser, at its expense, shall cause Skro▇▇▇▇ & ▇ompany accountants to prepare and deliver to Selling Group combined audited financial statements (with all material eliminations made) for PFG and SCHAS and the unaudited financial statements for X-Pert, PIP and Yadkin for the period beginning on January 1, 1999 and ending on the Closing Date prepared in accordance with GAAP consistent with past practice (except for certain accruals and prepaid expenses set forth on Schedule 3.01) (such financial statements, the "CLOSING DATE FINANCIAL STATEMENTS"). The worksheet balance sheet included in such Closing Date Financial Statements (the "CLOSING DATE BALANCE SHEET") shall identify Net Worth at the close of such period ("CLOSING DATE NET WORTH") as set forth in Section 7.16(a)(iv). The Excluded Assets shall be prepared by Compost deducted from the Closing Date Net Worth and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing Non-Assumed Liabilities shall be decreased in an amount equal added to the Estimated Adjustment Amount. If Closing Date Net Worth to determine the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment AmountDeliverable Net Worth. (b) Within 90 days after the Closing, the Purchaser Selling Group shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as complete its review of the Closing Date Financial Statements within sixty (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements60) days after its receipt thereof. If within 15 calendar days following delivery of Selling Group agrees with the Closing Date Balance Sheet Compost Financial Statements, or if Selling Group does not object in writing theretoto the same within such sixty (60) day period, Compost then the Closing Date Financial Statements and Closing Date Net Worth reflected therein shall have been be deemed to have agreed final and adopted by Purchaser and Selling Group. (c) If Selling Group believes that any amendment should be made to the Closing Date Balance SheetFinancial Statements, Selling Group shall give Purchaser written notice of such proposed amendments, and the reasons therefor, within the same sixty (60) day period. If Compost objects in writing to Purchaser agrees with the computationproposed amendments, then these shall be made and the Closing Date Financial Statements, as amended, will be deemed final and adopted by Purchaser and Compost Selling Group. If any proposed amendments are disputed by Purchaser, the parties shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar all disputed amendments. (d) If, after a period of thirty (30) days following the delivery of the Closing Date Balance Sheet and during the period date on which Selling Group has given Purchaser written notice of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating proposed amendments to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating Financial Statements, any such review. Should such negotiations not result in an agreement within 20 calendar daysamendments still remain disputed, then the matter disputed items shall be submitted referred to arbitration an independent auditor, which shall be a nationally recognized accounting firm, to be mutually agreed between Purchaser and Selling Group or selected by an independent accounting firm of national reputation mutually acceptable to the arbitrator selected by Purchaser and Compost Selling Group. The independent auditor shall function as an arbitrator whose decision shall be final and binding on the parties. The independent auditor shall render a written decision which shall be based upon proper compliance with this Section 5.04. The fees and expenses of the independent auditor shall be split equally by the parties, unless the independent auditor shall determine that a party has acted in bad faith with respect to any claim or defense, in which case the party which has been determined to have acted in bad faith shall be obligated to pay all of the fees and expenses. (e) No later than ten (10) days after the Closing Date Financial Statements have been adopted, as provided in Section 5.04(b), (c) or (d), as the case may be, if the Estimated Net Worth exceeds the Closing Date Net Worth (the "Neutral AuditorsNet Worth Shortfall"). Such arbitration , Purchaser shall instruct the Closing Escrow Agent to promptly release and pay Purchaser the amount of the Net Worth Shortfall from the first One Million Dollars ($1,000,000) of the Escrowed Funds (as such term is defined in the Closing Escrow Agreements) and any remainder left over reflecting the difference between One Million Dollars ($1,000,000) and the Net Worth Shortfall shall be governed paid to Selling Group. Interest that has accrued on the total $1,000,000 escrow deposit shall be allocated to the parties according to the amounts paid to each party by the rules Closing Escrow Agent. (f) No later than ten (10) days after the Closing Date Financial Statements have been adopted, as provided in Sections 11.6(aSection 5.04(b), 11.6(b(c) or (d), 11.6(c), and 11.6(d) of this Agreement. If as the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the workcase may be, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or Estimated Net Worth is less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination Closing Date Net Worth, then Purchaser shall be made within 30 days after their selection instruct the Closing Escrow Agent to promptly release and shall set forth in a written statement their findings as to the dispute and the resulting computation pay Selling Group $1,000,000 of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be finalEscrowed Funds, binding and conclusive on the Partiesas well as all interest income accrued thereon. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. (a) Prior to the Closing DateClosing, Compost the Company shall deliver to Purchaser Parent a worksheet which shall be attached certificate signed by the Company’s chief executive officer attaching a good faith estimated balance sheet of the Company as Exhibit B hereto, of 11:59 p.m. (CDT) on the date immediately prior to the Closing Date (prepared in accordance with GAAP) and a statement (the “Closing Certificate”) setting forth in reasonable detail a reasonable good faith estimate as of 11:59 p.m. (CDT) on the date immediately prior to the Closing Date of the Indebtedness and following items: (i) the estimated Net Working Capital as of and (ii) the estimated Upfront Purchase Price. Prior to the Closing, Parent and its accountants shall be provided a reasonable opportunity to review any books and records used in preparing the estimated balance sheet and the Closing Date Certificate. Attached hereto as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount Annex C is a positive numberchart setting forth, for illustrative purposes, the amount payable in cash at Closing shall be decreased in an amount equal to methodology for calculating the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment AmountNet Working Capital. (b) Within 90 As promptly as practicable, but no later than ninety (90) days after the Closing, the Purchaser Parent shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of 11:59 p.m. (CDT) on the date immediately prior to the Closing Date (the "“Closing Date Balance Sheet")”) and a calculation of Net Working Capital and Upfront Purchase Price, including a computation of the actual Adjustment Amount of the Company in each case as of 11:59 p.m. (CDT) on the date immediately prior to the Closing DateDate (the “Closing Date Net Working Capital Amount,” and “Closing Date Purchase Price,” respectively, and collectively, the “Closing Amounts” (and each subject to the final adjustment mechanism provided in this Section 1.6)) to be prepared and delivered to the Seller Representative. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP. (c) If, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar thirty (30) days following delivery of the Closing Date Balance Sheet Compost does and the Closing Amounts, the Seller Representative has not object in writing thereto, Compost shall have been deemed to have agreed given Parent written notice of any good faith objection to the Closing Date Balance Sheet. If Compost objects Amounts (which notice shall state in writing reasonable detail the basis of the Seller Representative’s objection and the matters in dispute and, to the computationextent known, the amount of any proposed adjustments) (such a notice being an “Adjustment Objection Notice”), then Parent’s calculation of the Purchaser Closing Amounts shall be binding and Compost shall negotiate in good faith conclusive on the Parties for all purposes hereunder and attempt not subject to resolve their disagreementfurther dispute or challenge. Within During the first fifteen calendar thirty (30) days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within Closing Amounts, Parent shall use commercially reasonable efforts to provide the contemplation of this Section 3.3(b), Compost Seller Representative and other its representatives of Compost shall have reasonable with access during normal business hours to all relevant the books and records of Parent and employees of the Company its representatives relating to the extent required to complete their review calculation of the Closing Date Balance Sheet and shall be permitted Amounts that are reasonably requested by the Seller Representative. (d) If the Seller Representative gives Parent an Adjustment Objection Notice with respect to review the working papers, if any, Parent’s calculation of the Company or Closing Amounts within the Purchaser's Auditors relating thirty (30) day period referred to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(dSection 1.6(c) of this Agreement, then the Seller Representative and Parent shall in good faith attempt to resolve the disputed issues set forth in reasonable detail in such Adjustment Objection Notice (and, for avoidance of doubt, all other calculations with respect to the Closing Amounts shall be binding and conclusive on the Parties). If the Purchaser Seller Representative and Compost Parent fail to resolve the dispute within twenty (20) days following Parent’s receipt of such Adjustment Objection Notice, the Seller Representative and Parent shall submit the disputed issues (and only such issues) set forth in reasonable detail in such Adjustment Objection Notice remaining in dispute to a nationally recognized certified public accounting firm mutually selected by the Seller Representative and Parent (the “Independent Accountants”) for resolution in accordance with the guidelines and procedures set forth in this Agreement. If issues are unable submitted to agree on the Neutral AuditorsIndependent Accountants for resolution, then they (i) the Seller Representative and Parent shall request furnish or cause to be furnished to the American Arbitration Association to appoint the Neutral Auditors. All fees Independent Accountants such work papers and expenses other documents and information relating to appointment of the Neutral Auditors disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the work, if any, opportunity to be performed present to the Independent Accountants any material relating to the disputed issues; (ii) the determination by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act Independent Accountants, as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as notice to be delivered to both the Seller Representative and Parent within thirty (30) days of the submission to the dispute and the resulting computation Independent Accountants of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will issues remaining in dispute, shall be final, binding and conclusive on the PartiesParties and shall be used in the calculation of the Final Adjustment Amount; and (iii) the fees and expenses of the Independent Accountants shall be allocated and payable by Parent and the Seller Representative (solely on behalf of the Sellers and Lenders and in its capacity as the Seller Representative, not in its individual capacity) in proportion to the amounts by which their proposals differed from the Independent Accountants’ final determination of the matters in dispute, and the Independent Accountants shall determine such proportions in the Independent Accountants’ final determination. (ce) Within three business days following the agreement on If the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is Purchase Price as finally determined pursuant to this Section 3.31.6 exceeds the Upfront Purchase Price set forth in the Closing Certificate, Parent shall pay to the Paying Agent, subject to Section 1.6(g) and Section 1.10(b), the amount of such excess, by wire transfer of immediately available funds, with instructions to the Paying Agent to promptly distribute to the Lenders or Sellers (subject to Section 1.11), as applicable in accordance with Section 1.13, the amount of such excess. If the Closing Date Purchase Price as finally determined pursuant to this Section 1.6 is less than the Upfront Purchase Price set forth in the Closing Certificate, subject to Section 1.6(f), Parent and the Seller Representative will jointly instruct the Escrow Agent (i) to release to Parent from the Indemnification Escrow Amount the amount of such shortfall and (ii) if such amount to be released to Parent pursuant to clause (i) is less than $100,000, subject to Section 1.10(b), to release to the Paying Agent for prompt distribution to the Lenders or Sellers (subject to Section 1.11), as applicable in accordance with Section 1.13, an amount equal to $100,000 minus the amount to be released to Parent pursuant to clause (i). (f) All amounts to be paid pursuant to Section 1.6(e) to Parent or to the Lenders or Sellers are referred to as the “Final Adjustment Amounts.” No Final Adjustment Amount will be paid (or released from escrow) until the aggregate Final Adjustment Amount exceeds fifty thousand dollars ($50,000), in which case the full amount of such Final Adjustment Amount will be paid. Payment of the Final Adjustment Amounts shall be paid (or instructions to release such amounts from escrow shall be given) within five (5) Business Days after the date of final determination of the Final Adjustment Amount. (g) Any payments made under this Section 1.6 shall be treated by the Parties as an adjustment to the purchase price payable hereunder for Tax purposes, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to such payment causes any such payment not to be treated as an adjustment to the purchase price payable hereunder for Tax purposes. (h) The Seller Representative acknowledges that receipt of Parent’s determination of the Closing Amounts, if any, together with reasonable details and books and records supporting Parent’s determination of the Closing Amounts, to the extent not already disclosed to the public, may constitute receipt of material, non-public information concerning Parent or its Affiliates. To the extent such information constitutes material, non-public information concerning Parent or its Affiliates, the Seller Representative acknowledges that it is prohibited from purchasing or selling securities of Parent or its Affiliates, until such information is disclosed to the public, and Seller Representative further agrees to maintain the confidentiality of such information; provided that the Seller Representative may disclose such information to any Seller or Lender provided that such Seller or Lender agrees to maintain the confidentiality of such information and acknowledges the foregoing prohibitions.

Purchase Price Adjustment. (a) Prior to Not later than sixty (60) days following the Closing Date, Compost Purchaser shall prepare, or cause to be prepared, and deliver to Purchaser Seller a worksheet which shall be attached as Exhibit B hereto, schedule setting forth a in reasonable estimate detail Purchaser’s good faith calculation of the Indebtedness amounts and Net Working Capital as of components set forth by Seller on the Preliminary Closing Date as well as a computation of the estimated Schedule and Preliminary Expense Statement (“Purchaser Adjustment Amount (the "Estimated Adjustment Amount"Calculation”). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after Purchaser and Seller shall each provide to the Closing, other and the other’s accountants access to such documents that are under their respective control or custody and that are necessary to prepare the Purchaser Adjustment Calculation, including relevant work papers. (c) Seller shall cause have thirty (30) days from the Company date of its receipt of the Purchaser Adjustment Calculation to prepare review the Purchaser Adjustment Calculation and to agree or disagree as to calculations set forth on the Purchaser Adjustment Calculation. If Seller does not deliver to Compost a balance sheet Purchaser its objection notice (the “Objection”) within such thirty (30) day period (i) objecting to the Purchaser Adjustment Calculation, (ii) specifying in reasonable detail the basis for the objection, and (iii) setting forth Seller’s calculation of the Company as of amounts set forth on the Closing Date (the "Closing Date Balance Sheet")Purchaser Adjustment Calculation, including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital then Seller shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then accepted the Purchaser Adjustment Calculation, and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and such Purchaser Adjustment Calculation shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (cd) Within three business Upon Purchaser’s timely receipt of any Objection, Purchaser and Seller shall negotiate in good faith to resolve the Objection. If the Objection cannot be resolved by such negotiation within thirty (30) days after Purchaser’s receipt of the Objection, Purchaser and Seller shall cause the Determination Materials to be submitted to the Accounting Arbitrator, which, using solely the Determination Materials, shall determine the appropriate calculations of the components set forth in the Objection and the Purchaser Adjustment Calculation, based on the Accounting Arbitrator’s decision on a line item basis of which of the positions asserted, either that asserted by Purchaser in the Purchaser Adjustment Calculation or that asserted by Seller in the Objection, is the more correct. Purchaser and Seller shall direct the Accounting Arbitrator to notify the Parties in writing of its determination within thirty (30) days following the agreement receipt of the Determination Materials, which determination shall be binding on the Parties. The Accounting Arbitrator shall have no authority to modify any calculations other than those set out in the Objection which remain unresolved following negotiation. (e) The Preliminary Closing Date Balance Sheet setting Schedule and the Preliminary Expense Statement, after the amounts set forth therein are finally determined pursuant to paragraphs (c) or (d) above, are referred to herein collectively as the Adjustment Amount or the delivery “Final Closing Schedule.” (f) The fees and expenses of the written statement Accounting Arbitrator shall be shared by Seller, on the one hand, and Purchaser, on the other, as determined by the Accounting Arbitrator based upon the merits of each Party’s position. (g) If the sum of the Neutral Auditorsamounts set forth in the Preliminary Closing Schedule exceeds the sum of the amounts set forth in the Final Closing Schedule as determined in accordance with this Section 3.4, then Seller and Drake shall, on a joint a several basis, pay to Purchaser the following excess or deficit amount shall be due and payable: of such excess, by wire transfer of immediately available funds, within ten (i10) if Business Days after the Estimated Adjustment Amount date on which the Final Closing Schedule is determined in accordance with this Section 3.4. If the sum of the amounts set forth in the Preliminary Closing Schedule is less than the Adjustment Amount is a positive numbersum of the amounts set forth in the Final Closing Schedule as determined in accordance with this Section 3.4, the then Purchaser shall pay Compost a cash payment equal to Seller the amount of such excess or difference, by wire transfer of immediately available funds, within ten (ii10) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days Business Days after the Adjustment Amount date on which the Final Closing Schedule is determined pursuant to in accordance with this Section 3.33.4.

Purchase Price Adjustment. (a) Prior As promptly as practicable, but no later than four (4) Business Days prior to Closing, the Closing Date, Compost Company shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as Record Date Balance Sheet together with the Company’s calculation of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment AmountPurchase Price Adjustment. (b) Within 90 As promptly as practicable, but no later than thirty (30) days after the ClosingClosing Date, the Purchaser shall cause the Company to prepare be prepared and deliver delivered to Compost Stockholder a balance sheet (the “Closing Date Balance Sheet”) and a certificate based on such Closing Date Balance Sheet setting forth Purchaser’s calculation of the Company as changes in the net value of the Assets and Liabilities for the balance sheet categories specified in Schedule 3.1 (but not for any other balance sheet categories) between the Baseline Balance Sheet Date and the Closing Date (the "“Final Purchase Price Adjustment”). (c) If Stockholder disagrees with Purchaser’s calculation of the Final Purchase Price Adjustment delivered pursuant to Section 3.3(b), Stockholder may, within 15 days after delivery of the Closing Date Balance Sheet"), including deliver a computation of notice to Purchaser stating that Stockholder disagrees with such calculation and specifying in reasonable detail those items or amounts as to which Stockholder disagrees and the actual Adjustment Amount of basis therefor. Stockholder shall be deemed to have agreed with all other items and amounts contained in the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations calculation of Indebtedness the Final Purchase Price Adjustment delivered pursuant to Section 3.3(b). (d) If a notice of disagreement shall be duly delivered pursuant to Section 3.3(c), Stockholder and Net Working Capital Purchaser shall, during the 15 days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of the Final Purchase Price Adjustment. If during such period, Stockholder and Purchaser are unable to reach such agreement, they shall promptly thereafter cause an independent accounting firm meeting the Independent Accounting Firm Guidelines (the “Independent Accountant”) (or if Stockholder and Purchaser are unable to agree upon such a firm within ten (10) Business Days after the notice of disagreement is received, then within an additional ten (10) Business Days, Stockholder and Purchaser shall each select one such firm and those two firms shall select a third such firm, in which event “Independent Accountant” shall mean such third firm), to review this Agreement and the disputed items or amounts for the purpose of calculating the Final Purchase Price Adjustment (it being understood that in making such calculation, the Independent Accountant shall be functioning as an expert and not as an arbitrator). Each of Purchaser and Stockholder agree that it shall not engage, or agree to engage the Independent Accountant to perform any services other than as the Independent Accountant pursuant hereto until the Closing Balance Sheet and the Final Purchase Price Adjustment have been finally determined pursuant to this Section 3.3. Each party agrees to execute, if requested by the Independent Accountant, a reasonable engagement letter. Purchaser and Stockholder shall cooperate with the Independent Accountant and promptly provide all documents and information requested by the Independent Accountant. In making such calculation, the Independent Accountant shall consider only those items or amounts in the Closing Balance Sheet and Purchaser’s calculation of the Final Purchase Price Adjustment as to which Stockholder has disagreed in its notice of disagreement duly delivered pursuant to Section 3.3(c). The Independent Accountant shall deliver to Stockholder and Purchaser, as promptly as practicable (but in any case no later than 30 days from the date of engagement of the Independent Accountant), a report setting forth such calculation. Such report shall be final and binding upon Stockholder and Purchaser, shall be deemed a final arbitration award that is binding on Purchaser and Stockholder, and neither Purchaser nor Stockholder shall seek further recourse to courts or other tribunals, other than to enforce such report. Judgment may be entered to enforce such report in any court of competent jurisdiction. The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Stockholder’s position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by Stockholder. (e) Stockholder, Purchaser and the Company shall, and shall cause their respective representatives to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of the Final Purchase Price Adjustment and in the conduct of the review referred to in this Section 3.3, including the making available to the extent necessary of books, records, work papers and personnel. (f) If the amount to be paid to Stockholder as a result of the Final Purchase Price Adjustment exceeds the amount to be paid to Stockholder as a result of the Closing Date Purchase Price Adjustment, Purchaser shall pay to Stockholder, in the manner and with interest as provided in Section 3.3(g), the amount of such excess and, if the amount to be paid to Stockholder as a result of Final Purchase Price Adjustment is less than the amount to be paid to Stockholder as a result of the Closing Date Purchase Price Adjustment, Stockholder shall pay to Purchaser, as an adjustment to the Purchase Price, in the manner and with interest as provided in Section 3.3(g), the amount of such shortfall. The Final Purchase Price Adjustment shall be computed (i) as shown in Purchaser’s calculation delivered pursuant to Section 3.3(b) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.3(c); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Stockholder and Purchaser pursuant to Section 3.3(d) or (B) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 3.3(d); provided, however, that in no event shall Final Purchase Price Adjustment be more than Purchaser’s calculation of Final Purchase Price Adjustment delivered pursuant to Section 3.3(b) or less than Stockholder’s calculation of Closing Date Purchase Price Adjustment delivered pursuant to Section 3.3(c). (g) Any payment pursuant to Section 3.3(e) shall be made at a mutually convenient time and place within five (5) Business Days after Final Purchase Price Adjustment has been determined by wire transfer by Purchaser or Stockholder, as the case may be, of immediately available funds to the account of such other party as may be designated in writing by such other party. The amount of any payment to be made pursuant to this Section 3.3 shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the rate of interest published from time to time by The Wall Street Journal, Eastern Edition, as the “prime rate” at large U.S. money center banks during the period from the Closing Date to the date of payment. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed. (h) The Company and Purchaser shall allocate the Purchase Price and any Assumed Liabilities required to be taken into account for income tax purposes among the Assets and the covenants in Section 8.6 as reflected on Schedule 3.3(h) as such Schedule will be updated as of Closing and, in accordance with such allocation, the Company shall prepare and deliver to Purchaser copies of Form 8594 and any required exhibits thereto (the “Asset Acquisition Statement”). The Asset Acquisition Statement shall be prepared in accordance with GAAPSection 1060 of the Code and the treasury regulations promulgated thereunder. The Company shall prepare and deliver to Purchaser from time to time revised copies of the Asset Acquisition Statement (the “Revised Statements”) so as to report any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, and to the extent if any) consistent with GAAPthe agreed upon allocation. Purchase Price (plus the Assumed Liabilities, using as applicable) shall be allocated in accordance with the same accounting methodsAsset Acquisition Statement or, policiesif applicable, practices and procedures with classificationsthe last Revised Statements, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of provided by the Company to Purchaser, and all income Tax Returns and reports filed by Purchaser and the extent required to complete their review of the Closing Date Balance Sheet and Company shall be permitted to review the working papers, if any, of prepared consistently with such allocation. Neither Purchaser nor the Company shall, nor shall they permit their respective Affiliates to, take any position inconsistent with the Asset Acquisition Statement or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Partiesthen-applicable Revised Statements. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. As promptly as possible, but in any event within ninety (a90) Prior to days after the Closing Date, Compost shall the Buyer will deliver to Purchaser the Stockholder Representative a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a consolidated balance sheet of the Company as and its Subsidiaries (the “Closing Balance Sheet”) and a statement (together with the Closing Balance Sheet, the “Preliminary Closing Statement”) showing the calculation of the Closing Date (Purchase Price Components and the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing DatePurchase Price. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared and the Purchase Price Components shall be determined on a consolidated basis in accordance with GAAP, and to the extent consistent with GAAP, GAAP using the same accounting methods, policies, principles, practices and procedures procedures, with consistent classifications, judgments and estimation methodologies consistent with those methodology, as were used in preparation of the Company Financial StatementsLatest Balance Sheet, and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. If within 15 calendar days following The parties agree that the purpose of preparing the Closing Balance Sheet and determining the Purchase Price Components and the related purchase price adjustment contemplated by this Section 1.05 is to measure changes in the Purchase Price Components, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheet or determining the Purchase Price or Purchase Price Components. After delivery of the Preliminary Closing Date Balance Sheet Compost Statement, the Stockholder Representative and its accountants shall be permitted full reasonable access to review the Company's and its Subsidiaries' books and records and work papers related to the preparation of the Preliminary Closing Statement. The Stockholder Representative and its accountants may make inquiries of the Buyer, the Company, the Company's Subsidiaries and their respective accountants regarding questions concerning or disagreements with the Preliminary Closing Statement arising in the course of their review thereof, and the Buyer shall use its, and shall cause the Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants to cooperate with and respond to such inquiries. If the Stockholder Representative has any objections to the Preliminary Closing Statement and the calculation of the Purchase Price, the Stockholder Representative shall deliver to the Buyer a statement setting forth its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to the Buyer within forty-five (45) days after delivery of the Preliminary Closing Statement, the Preliminary Closing Statement and Buyer's calculation of the Purchase Price shall be final, binding and non-appealable by the parties hereto; provided that, in the event Buyer does not object provide any information or documents reasonably requested by the Stockholder Representative or any of its authorized representatives within five (5) business days of request therefor (or such shorter period as may remain in writing theretosuch forty-five (45)-day period), Compost such forty-five (45)-day period shall have been deemed be extended by one additional day for each additional day required for Buyer to have agreed fully respond to the Closing Date Balance Sheetsuch request. If Compost objects in writing an Objections Statement is delivered to Buyer within forty-five (45) days after delivery of the computationPreliminary Closing Statement, then the Purchaser Closing Balance Sheet and Compost the Preliminary Closing Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties hereto on the earliest of (x) the date the Stockholder Representative and Buyer resolve in writing any differences they have with respect to the matters specified in the Objections Statement and (y) the date all matters in dispute are finally resolved in writing by the Dispute Resolution Arbiter. If an Objections Statement is delivered to Buyer within forty-five (45) days after delivery of the Preliminary Closing Statement, the Stockholder Representative and the Buyer shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar any such objections, but if they do not reach a final resolution within thirty (30) days following after the delivery of an Objections Statement, the Closing Date Balance Sheet Stockholder Representative and during the period of any Buyer shall submit such dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating Dispute Resolution Arbiter. Any further submissions to the Closing Date Balance Sheet. Purchaser Dispute Resolution Arbiter must be written and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted delivered to arbitration by an independent accounting firm of national reputation mutually acceptable each party to the Purchaser dispute. The Dispute Resolution Arbiter shall consider only those items and Compost (amounts which are identified in the "Neutral Auditors"). Such arbitration shall be governed by Objections Statement as being items which the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), Stockholder Representative and 11.6(d) of this Agreement. If the Purchaser and Compost Buyer are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditorsresolve. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors The Dispute Resolution Arbiter's determination will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by based solely on the provisions of this Agreement Section 1.05 and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Partydefinitions of Cash, Closing Indebtedness Amount and Net Working Capital contained herein. The Neutral Auditors' Stockholder Representative and the Buyer shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable. Further, the Dispute Resolution Arbiter's determination shall be made within 30 days after their selection based solely on the presentations by the Buyer and shall the Stockholder Representative which are in accordance with the terms and procedures set forth in a written statement their findings as to this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute and by the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will Dispute Resolution Arbiter shall be final, binding and conclusive non-appealable on the Parties. (c) Within three business days following parties hereto. The costs and expenses of the agreement Dispute Resolution Arbiter shall be allocated between the Buyer, on the Closing Date Balance Sheet setting forth one hand, and the Adjustment Amount or Stockholders and the delivery Optionholders, on the other hand, based upon the percentage which the portion of the written statement contested amount not awarded to each party bears to the amount actually contested by such party (with each Stockholder and Optionholder responsible for its portion (determined on a pro rata basis according to each Stockholder's or Optionholder's Common Percentage) of the Neutral Auditorsaggregate costs and expenses allocated to the Stockholders and the Optionholders), and such amount to be paid by the Stockholder Representative from the Holdback Amount; provided that, if such amount exceeds the then available Holdback Amount, the following Stockholders shall collectively be responsible for such excess or deficit amount shall be due and payable: (i) on a pro rata basis according to each Stockholder's Undiluted Common Percentage)). For example, if the Estimated Adjustment Amount less Objection Statement claims that Net Working Capital is $1,000 greater than the Adjustment Amount is a positive numberamount determined by the Buyer in the Closing Balance Sheet, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) and if the Estimated Adjustment Amount less Dispute Resolution Arbiter ultimately resolves the Adjustment Amount is a negative numberdispute by awarding the Stockholders and the Optionholders $600 of the $1,000 contested, Compost shall pay then the Purchaser a cash payment equal costs and expenses of arbitration will be allocated 60% (i.e., 600 ÷ 1,000) to such deficit. Any such excess or deficit payment shall be due Buyer and payable within three 40% (3i.e., 400 ÷ 1,000) business days after to the Adjustment Amount is determined pursuant to this Section 3.3Stockholders and the Optionholders.

Purchase Price Adjustment. (a) Prior At least three Business Days prior to the Closing Date, Compost Seller shall prepare, or cause to be prepared, and deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate good-faith estimated statement of Working Capital of the Indebtedness and Net Working Capital Business as of the Closing Date as well as a computation opening of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of business on the Closing Date (the "Closing Date Balance SheetESTIMATED CLOSING DATE WORKING CAPITAL STATEMENT"), including and a computation certificate setting forth a good-faith estimate of the actual Adjustment Amount of the Company Working Capital as of the opening of business on the Closing DateDate (the "ESTIMATED CLOSING DATE WORKING CAPITAL") and a good-faith estimate of the Closing Date Cash (the "ESTIMATED CLOSING DATE CASH"). The Estimated Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (the "SPECIFIED ACCOUNTING Policies"), consistent with the accounting principles, procedures, policies and methods that were employed in preparing the Benchmark Balance Sheet. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent consistent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital and (ii)(A) increased dollar for dollar to the extent that the Estimated Closing Date Cash is greater than U.S.$0 or (B) decreased dollar for dollar to the extent that the Estimated Closing Date Cash is less than U.S.$0 (the Initial Cash Consideration, as adjusted pursuant to this sentence, the "CLOSING DATE CASH CONSIDERATION"). (b) Within 70 calendar days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement of Working Capital of the Business as of the opening of business on the Closing Date (as such may be adjusted following resolution of disputes in accordance with Section 2.3(d), the "CLOSING DATE WORKING CAPITAL STATEMENT"), and a certificate setting forth a calculation of Working Capital as of the opening of business on the Closing Date ("CLOSING DATE WORKING CAPITAL") and a calculation of Closing Date Cash. The Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the Specified Accounting Policies, using the same accounting methodsprinciples, policiesprocedures, practices policies and procedures with classifications, judgments and estimation methodologies consistent with those used methods that were employed in preparing the Benchmark Balance Sheet. (c) During the preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to Working Capital Statement and the calculation of Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser Working Capital and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet Cash (the "CLOSING DATE FINANCIAL DATA"), and during the period of any dispute within the contemplation of this Section 3.3(b)2.3, Compost Purchaser shall, and other shall cause the Acquired Companies to: (i) provide Seller and its authorized representatives of Compost shall have reasonable with full access during normal business hours to all relevant books and records books, records, facilities and employees of Purchaser and the Company Acquired Companies to the extent required reasonably necessary to prepare the Closing Date Financial Data; and (ii) cooperate fully with Seller and its authorized representatives, including by providing on a timely basis all information to the extent necessary or useful in preparing the Closing Date Financial Data. (d) After receipt of the Closing Date Working Capital Statement, Purchaser shall have 60 calendar days to review the Closing Date Financial Data, together with the workpapers used in the preparation thereof. During the review of the Closing Date Financial Data, and the period of any dispute within the contemplation of this Section 2.3, Seller shall, and shall cause its Subsidiaries to: (i) provide Purchaser and its authorized representatives with full access to all relevant books, records, facilities and employees of Seller and its Subsidiaries to the extent reasonably necessary to complete their review of the Closing Date Balance Sheet Financial Data; and shall be permitted (ii) cooperate fully with Purchaser and its authorized representatives, including by providing on a timely basis all information to review the working papers, if any, of the Company extent reasonably necessary or the Purchaser's Auditors relating to useful in reviewing the Closing Date Balance SheetFinancial Data. Purchaser may dispute items reflected in the calculation of Closing Date Working Capital and Closing Date Cash only on the basis that such amounts (i) were not determined in conformity with GAAP, as modified by the Specified Accounting Policies applied by Seller on a consistent basis or (ii) contain arithmetic error. Unless Purchaser delivers written notice to Seller on or prior to the 60th calendar day after Purchaser's Auditors receipt of the Closing Date Working Capital Statement specifying in reasonable detail the amount, nature and basis of all disputed items, Purchaser shall cooperate be deemed to have accepted and agreed to the calculation of Closing Date Working Capital and Closing Date Cash. If Purchaser so notifies Seller of its objection to the calculation of Closing Date Working Capital and Closing Date Cash, Purchaser and Seller shall, within 30 calendar days following such notice (the "RESOLUTION PERIOD"), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (e) If, at the conclusion of the Resolution Period, any amounts remain in dispute with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar daysrespect to either Closing Date Working Capital or Closing Date Cash, then the matter all amounts remaining in dispute shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost KPMG (the "Neutral AuditorsNEUTRAL AUDITORS"). Such arbitration shall be governed Each party agrees to execute, if requested by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint a reasonable engagement letter, including customary indemnities in favor of the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will shall be borne equally by pro rata as between Seller, on the one hand, and Purchaser, on the other, in proportion to the allocation of the dollar value of the amounts remaining in dispute between Seller and Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested made by the Neutral AuditorsAuditors such that the prevailing party pays the lesser proportion of the fees and expenses. The Neutral Auditors shall act as an arbitrator to determine determine, based solely on the provisions of this Section 2.3 and the presentations by Seller and Purchaser, and not by independent review, only those issues still in disputedispute and only as to whether such amounts were arrived at in conformity with GAAP, as modified by the Specified Accounting Policies, and Section 2.3(b). In resolving any disputed item, Seller and Purchaser agree that (i) they shall request the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' make their determination shall be made within 30 calendar days after of their selection and shall set forth selection, in a written statement their findings as delivered to the dispute Seller and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's (ii) such determination will shall be final, binding and conclusive on conclusive. The term "FINAL CLOSING DATE WORKING CAPITAL" shall mean the Parties. (c) Within three business days following the agreement on the definitive Closing Date Balance Sheet setting forth Working Capital and the Adjustment Amount term "FINAL CLOSING DATE CASH" shall mean the definitive Closing Date Cash, respectively, agreed to (or deemed to be agreed to) by Purchaser and Seller in accordance with the terms of Section 2.3(d) or the delivery of definitive Closing Date Financial Data resulting from the written statement of determinations made by the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to Auditors in accordance with this Section 3.32.3(e) (in addition to those items theretofore agreed to by Seller and Purchaser).

Purchase Price Adjustment. (a) Prior to Each of the Closing Date, Compost shall deliver Sellers previously has delivered to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount an unaudited balance sheet (the "Estimated Adjustment AmountBase Date Balance Sheet") as of March 31, 1996 (the "Balance Sheet Date"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If , (the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute book value of the Estimated Adjustment AmountAssets included in such balance sheet less the book value of the Assumed Obligations included in such balance sheet is hereinafter referred to as the "Base Date Net Asset Value"). (b) Within 90 45 days after following the ClosingTransfer Date, each of the Purchaser Sellers shall cause the Company to prepare and deliver to Compost Purchaser a balance sheet of the Company as of the Closing Transfer Date (the "Closing Date Balance Sheet"), including together with a computation calculation of the actual Adjustment Amount book value of the Company Assets and Assumed Obligations determined on the same basis as the March 31, 1996, balance sheet (such book value of such Assets less such book value of such Assumed Obligations is hereinafter referred to as the "Closing DateDate Net Asset Value"). The Purchaser and its representatives shall have the right to review all work papers and procedures used to prepare the Base Date Balance Sheet and the Closing Date Balance Sheet and the calculations calculation of Indebtedness the Base Date Net Asset Value and the Closing Date Net Working Capital shall be prepared in accordance with GAAPAsset Value, and shall have the right to perform any other reasonable procedures necessary to verify the extent consistent with GAAPaccuracy thereof. Unless Purchaser, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar 20 days following after delivery to Purchaser of the Closing Date Balance Sheet Compost does not object Sheet, notifies Sellers in writing thereto, Compost shall have been deemed that it objects to have agreed to the Base Date Balance Sheet or the Closing Date Balance Sheet. If Compost objects in writing to Sheet or the computationcalculation of the Base Date Net Asset Value or the Closing Date Net Asset Value, then and specifies the Purchaser basis for such objection, the Base Date Balance Sheet and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees calculation of the Company to the extent required to complete their review of Base Date Net Asset Value and the Closing Date Balance Sheet Net Asset Value shall become final and shall be permitted to review binding upon the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) parties for purposes of this Agreement. If the Purchaser and Compost Sellers are unable to agree on resolve any objections within 10 days after any such notification has been given, the Neutral Auditorsdispute shall be submitted to Coopers & Lybrand, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed L.L.P. (or another nationally recognized public accounting ▇▇▇▇ ▇▇tually agreed upon by the Neutral Auditors will be borne equally by the Purchaser and CompostSellers). The Parties agree Such accounting firm shall make a final and binding determination as to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still matter or matters in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral AuditorSellers agree to cooperate with each other and with each other's determination will be final, binding authorized representatives in order to resolve any and conclusive on the Partiesall matters in dispute as soon as practicable. (c) Within three business 10 days following the agreement on after the Closing Date Balance Sheet setting forth Net Asset Value has been finally determined, the Adjustment Amount or difference, if any, between the delivery Base Date Net Asset Value and the Closing Date Net Asset Value shall be added to the principal amount of the written statement promissory note described in Section 3.1(b) (if the Closing Date Net Asset Value exceeds the Base Date Net Asset Value) or deducted from the principal amount of the Neutral Auditors, the following excess or deficit amount shall be due and payable: promissory note described in Section 3.1(b) (i) if the Estimated Adjustment Amount less Base Date Net Asset Value exceeds the Adjustment Amount is a positive numberClosing Date Net Asset Value). (d) Purchaser and Sellers, in the Purchaser aggregate, each shall pay Compost a cash payment equal bear one-half of the fees, costs and expenses of the accounting firm retained under subsection (c) to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3resolve any dispute.

Purchase Price Adjustment. (a) Prior to In the event that the Closing DateWorking Capital is less than 95% of the Reference Working Capital, Compost shall deliver to Purchaser a worksheet which the Purchase Price shall be attached as Exhibit B hereto, setting forth a reasonable estimate adjusted downward. In the event that the Closing Working Capital is more than 105% of the Indebtedness and Net Reference Working Capital Capital, the Purchase Price shall be adjusted upward. The amount of such increases or reductions, as of the Closing Date case may be, shall be referred to herein as well as a computation of the estimated Adjustment Amount (the "Estimated “Adjustment Amount"). The worksheet ” and shall be prepared by Compost determined and accepted by Purchaser in its reasonable discretionpaid as set forth below. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. Within sixty (b60) Within 90 calendar days after the Closing, the Purchaser Buyer shall cause the Company to prepare and deliver to Compost the Seller a balance sheet of the Company as of the Closing Date statement (the "Closing Date Balance Sheet"), including a computation of the actual “Adjustment Amount Statement”) setting forth the Buyer’s calculation of the Company as of the Closing Date. The Closing Date Balance Sheet Working Capital and the calculations of Indebtedness and Net Working Capital Adjustment Amount, which statement shall (A) be prepared in accordance a manner consistent with GAAP, the Reference Working Capital Statement and (B) include a reconciliation showing the differences between Reference Working Capital and Closing Working Capital. Seller shall have twenty (20) calendar days to review the calculations. To the extent consistent with GAAPthere is a dispute regarding the calculations, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost parties shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate work together in good faith and attempt to resolve their disagreementany discrepencies. Within If they are not able to resolve such discrepencies, they agree to retain a third-party mediator acceptable to both parties. In the first fifteen case of a Purchase Price reduction, the Adjustment Amount shall be the amount by which the Reference Working Capital exceeds the Closing Working Capital and the Seller shall pay such Adjustment Amount to the Buyer within thirty (30) calendar days following the delivery of receipt of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b)Adjustment Amount Statement, Compost and other representatives of Compost unless there is a dispute, in which case payment shall have reasonable access during normal business hours to all relevant books and records and employees be made promptly following resolution of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed itemthe case of a Purchase Price increase, the Neutral Auditors (x) Adjustment Amount shall be bound the amount by which the provisions Closing Working Capital exceeds the Reference Working Capital and the Buyer shall pay such Adjustment Amount to the Seller within thirty (30) calendar days of this Agreement and (y) may not assign receipt of the Adjustment Amount Statement, unless there is a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination dispute, in which case payment shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation promptly following resolution of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Partiesdispute. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. (a) Prior to Preparation of the Estimated Closing Balance Sheet. At least three (3) Business Days before the Closing Date, Compost the Seller shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost the Buyer, the following, together with reasonable supporting documents and information, a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation close of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Closing Balance Sheet Sheet”) setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if its good faith estimate of (A) the Net Working Capital (the “Estimated Net Working Capital”), (B) Company Cash (the “Estimated Company Cash”), and (C) the Company Debt (the “Estimated Company Debt”) and (ii) on the basis of the foregoing, a calculation of the Estimated Closing Adjustment Amount less Amount. For purposes of this Agreement, “Estimated Closing Adjustment Amount” shall mean an amount, which may be positive or negative, equal to (1) the Estimated Net Working Capital minus the Target Working Capital plus (2) the Estimated Company Cash minus (3) the Estimated Company Debt. If the Estimated Closing Adjustment Amount is a positive number, the Purchaser Purchase Price payable at the Closing shall pay Compost a cash payment equal to such excess or (ii) if be increased by the amount of the Estimated Closing Adjustment Amount less Amount. If the Estimated Closing Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment Purchase Price payable at the Closing shall be due reduced by the amount of the Estimated Closing Adjustment Amount. The Estimated Closing Balance Sheet shall be prepared in accordance with the Accounting Principles on a basis consistent with the past practices of the Company. An example of the Estimated Closing Balance Sheet as of the date hereof is set forth on Schedule 1.3(a). The Parties acknowledge and payable within three (3) business days after agree that solely for purposes of calculating the Estimated Net Working Capital, Closing Net Working Capital and the Final Closing Adjustment Amount is determined pursuant to this Section 3.3Amount, the accrued liability in respect of all Government Audit Matter Losses shall be $322,000.00, irrespective of any Party’s assessment of the appropriate reserve in respect of such losses.

Purchase Price Adjustment. The Purchase Price shall be subject to reduction by the amount, if any that the Net Working Capital contained in the Closing Balance Sheet is less than $700,000. The Purchase Price shall be subject to increase by the amount, if any that the Net Working Capital contained in the Closing Balance Sheet exceeds $1,100,000. In the event that the Net Working Capital is equal to or greater than $700,000, but equal to or less than $1,100,000, no adjustment shall be made. (a) Prior At least five (5) Business Days prior to the Closing Date, Compost Date Stockholder shall prepare and deliver to Purchaser the Buyer (i) the Closing Balance Sheet, and (ii) a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable statement of its good faith estimate of the Indebtedness Net Working Capital, prepared in accordance with the format shown on Schedule 2.3 of the Disclosure Schedule and consistent in all respects with the definitions of Current Assets and Current Liabilities contained in this Agreement. The Buyer shall within 60 days after the Closing Date prepare and deliver to Stockholder a statement of the actual Net Working Capital as of on the Closing Date as well as a computation ("Actual Net Working Capital"), prepared in accordance with the format shown on Schedule 2.3 of the estimated Adjustment Amount (Disclosure Schedule and consistent in all respects with the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost definitions of Current Assets and accepted by Purchaser Current Liabilities contained in its reasonable discretionthis Agreement and used in the preparation of the Balance Sheet delivered pursuant to Section 3.7 hereof. If the Estimated Adjustment Amount amount shown by the Buyer to be the Actual Net Working Capital is a positive numberdifferent from the amount shown by Stockholder's calculation, the amount payable in cash at Closing Purchase Price shall be decreased readjusted in an amount equal to accordance with Schedule 2.3 (a) using the Estimated Adjustment AmountActual Net Working Capital. If In the Estimated Adjustment amount is a negative numberevent that Stockholder disagrees with the calculation by the Buyer, the parties will negotiate in good faith to resolve such disagreement. If, after 30 days, the parties cannot agree then they will submit the issue to a mutually agreed upon independent accounting firm for its binding determination of the amount payable of Net Working Capital calculated in cash at Closing accordance with the requirements of Schedule 2.3, which determination shall be increased in an amount equal to completed within forty-five (45) days of their engagement of such accounting firm. The costs of such accounting firm shall be borne equally by the absolute value of the Estimated Adjustment Amountparties. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost If there is a balance sheet of the Company final total Purchase Price Adjustment (as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared finally determined in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(bprovisions set forth above), Compost and then, within five (5) Business Days after such final determination, either Party will pay the other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate (in immediately available funds) in accordance with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Partiesabove. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. The Purchase Price is premised upon the Business having no Prepaids or Deferred Revenue at the Closing Date and will be adjusted as follows: (i) upward to the extent of any Prepaids as of the Closing Date, and (ii) downward to the extent of any Deferred Revenue as of the Closing Date, in each case as outlined below. (a) Not later than three Business Days before the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Pre-Closing Statement”) of Seller’s good faith estimate of the Prepaids as of the close of business on the Business Day immediately preceding the Closing Date (the “Estimated Prepaids”) and Deferred Revenue as of the close of business on the Business Day immediately preceding the Closing Date (the “Estimated Deferred Revenue”), together with a consolidated balance sheet of the Business estimated in good faith as of the close of business on the Business Day immediately preceding the Closing Date and all relevant backup materials, in detail reasonably acceptable to Buyer. The Pre-Closing Statement and such consolidated balance sheet shall be prepared consistent in nature, scope and magnitude with Seller’s past practices. From the delivery of the Pre-Closing Statement until the Closing Date, Buyer shall be provided complete and accurate copies of, and have reasonable access upon reasonable notice at reasonable times during business hours to the work papers and supporting records of Seller and its accountants to verify the accuracy of the Pre-Closing Statement. Prior to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If parties will mutually agree on the Estimated Adjustment Amount is a positive number, Deferred Revenue and Estimated Prepaids at the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment AmountClosing. (b) Within 90 Not later than 120 days after the ClosingClosing Date, the Purchaser Buyer shall cause the Company to prepare and deliver to Compost Seller a balance sheet statement (the “Closing Statement”) of the Company Business’ Deferred Revenue as of the Closing Date (the "“Closing Date Balance Sheet"), including a computation of Deferred Revenue”) and the actual Adjustment Amount of the Company Business’ Prepaids as of the Closing Date. The Date (the “Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance Prepaids”), together with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation a consolidated balance sheet of the Company Financial Statements. If within 15 calendar days following delivery Business as of the Closing Date Balance Sheet Compost does not object and all relevant backup materials, in writing thereto, Compost shall have been deemed detail reasonably acceptable to have agreed to the Closing Date Balance SheetSeller. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following From the delivery of the Closing Date Balance Sheet Statement until such time as the Closing Deferred Revenue and the Closing Prepaids have been finally determined pursuant to this Section 2.6, Seller shall, upon reasonable notice and during normal business hours, be permitted to discuss with Buyer the period of any dispute within the contemplation of this Section 3.3(b)Closing Statement and shall be provided complete and accurate copies of, Compost and other representatives of Compost shall have reasonable access (including electronic access, to the extent reasonably available) upon reasonable notice at reasonable times during normal business hours to all relevant books the work papers and supporting records and employees of Buyer so as to allow Seller to verify the Company to the extent required to complete their review accuracy of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the PartiesStatement. (c) Within three business If Seller disputes the Closing Statement, Seller shall notify Buyer in writing (the “Dispute Notice”) of the amount, nature and basis of such dispute, within 30 days following after Seller’s receipt of the Closing Statement. Such Dispute Notice must specify those items or amounts as to which Seller disagrees. If Seller does not timely deliver a Dispute Notice, the Closing Statement shall be deemed to be final, conclusive and binding on the parties. Seller shall be deemed to have agreed with all items not raised in a Dispute Notice. If a Dispute Notice is timely delivered, Buyer and Seller shall first negotiate in good faith to reach agreement on the Closing Date Balance Sheet setting forth disputed items or amounts. If Buyer and Seller are unable to resolve the Adjustment Amount or the dispute within 60 days after delivery of the Dispute Notice, then any remaining items that are still in dispute shall be submitted to an independent nationally recognized accounting firm selected in writing by Buyer and Seller or, if Buyer and Seller fail or refuse to select a firm within 10 days after written statement request therefor by Buyer or Seller, such an independent nationally recognized accounting firm shall be selected in accordance with the National Arbitration Rules of the ADR Institute of Canada, Inc., as applicable in the Province of Ontario (the “Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficitAccountant”). Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined All determinations pursuant to this Section 3.32.6(c) shall consider only those items set forth in the Dispute Notice, shall be in writing and shall be delivered to Buyer and Seller as promptly as practicable. The final written determination and award of the Neutral Accountant shall not be outside the range of disputed amounts for each item in dispute, as each such range existed immediately prior to the submission of each such disputed item to the Neutral Accountant. The determination of the Neutral Accountant shall be binding and conclusive on Buyer and Seller. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.6(c) may be entered in and enforced by any court of competent jurisdiction. The fees and expenses of the Neutral Accountant in connection with the resolution of disputes pursuant to this Section 2.6(c) shall be borne by Seller and Buyer in such amount(s) as shall be determined by the Neutral Accountant based on the proportion that the aggregate amount of disputed items submitted to the Neutral Accountant that is unsuccessfully disputed by Buyer and Seller, as determined by the Neutral Accountant, bears to the total amount of such disputed items so referred to the Neutral Accountant for resolution. (d) If the amount of the Closing Deferred Revenue exceeds the Estimated Deferred Revenue finally determined under this Section 2.6, then Buyer shall be entitled to recover such excess from the Holdback Amount. If the amount of the Estimated Deferred Revenue exceeds the Closing Deferred Revenue finally determined under this Section 2.6, then Buyer shall pay to Seller such excess by wire transfer of immediately available funds within ten days following the resolution thereof. If the amount of the Estimated Prepaids exceeds the Closing Prepaids finally determined under this Section 2.6, then Buyer shall be entitled to recover such excess from the Holdback Amount. If the amount of the Closing Prepaids exceeds the Estimated Prepaids finally determined under this Section 2.6, then Buyer shall pay to Seller such excess by wire transfer of immediately available funds within ten days following the resolution thereof. The payment obligations in this Section 2.6(d) will be netted against each other before any payments are made from the Holdback Amount or by Buyer to Seller.

Purchase Price Adjustment. (a) Prior to Within three Business Days of the end of the calendar month in which the Closing Datetakes place, Compost Parent shall deliver to Purchaser the Surviving Company a worksheet which shall be attached as Exhibit B heretostatement (the “Net Income Statement”), setting forth a reasonable estimate together with appropriate supporting evidence, showing the net income, if any, computed in accordance with GAAP and consistent with past practice, of the Indebtedness and Net Working Capital as Company from the period beginning January 1, 2011 through the Effective Time (the “Reconciliation Period”). In the event that there is positive net income during the Reconciliation Period, Parent shall, at the time of delivery of the Closing Date as well as a computation of Net Income Statement, also remit to the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared Surviving Company by Compost and accepted by Purchaser wire transfer in its reasonable discretion. If the Estimated Adjustment Amount is a positive numberimmediately available funds, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amountany such positive net income. (b) Within 90 days after The Surviving Company shall have five Business Days from the Closingdate of delivery of the Net Income Statement to accept or reject the amount of net income set forth therein. If no objection is raised within such five Business Day Period, the amount shall have been deemed accepted by the Surviving Company. If the Surviving Company notifies the Parent in writing within such five Business Day Period that it disputes the amount of net income set forth in the Net Income Statement, then the parties shall work in good faith to promptly resolve such dispute. (c) The parties hereto agree that the net working capital of the Company, computed in accordance with GAAP (the “Net Working Capital”) at and as of the Effective Time will be an amount not less than $0 (the “Net Working Capital Benchmark”). Within three Business Days following the end of the calendar month in which the Closing takes place, Purchaser shall will, or will cause the Surviving Company to prepare and deliver to Compost a balance sheet to, calculate the Net Working Capital of the Company as of the Closing Date Effective Time (the "“Closing Date Balance Sheet"Net Working Capital”), including . Purchaser shall deliver to Parent a computation written calculation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared (the “Working Capital Calculation”), together with appropriate supporting evidence, computed in accordance with GAAPGAAP and consistent with past practice of the Company. If the Closing Net Working Capital is less than the Net Working Capital Benchmark, and then the Parent shall promptly remit to Purchaser an amount equal to the extent consistent with GAAP, using amount of such deficit. (d) The Parent shall have five Business Days from the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation date of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing theretoWorking Capital Calculation to accept or reject the amount of Net Working Capital calculated therein. If no objection is raised within such five Business Day period, Compost the amount shall have been deemed to have agreed to accepted by the Closing Date Balance SheetParent. If Compost objects the Parent notifies the Purchaser in writing to within such five Business Day period that it disputes the computationamount of Net Working Capital in the Working Capital Calculation, then the Purchaser and Compost parties shall negotiate work in good faith and attempt to promptly resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. (a) Prior No later than two (2) Business Days prior to Closing, Parent shall deliver to Buyer a notice setting forth Parent’s good faith estimate of the Purchase Price as of the close of business on the day before the Closing Date (the “Preliminary Purchase Price”), together with a schedule setting forth in reasonable detail the calculations supporting Parent’s computation thereof and reflecting each of the components to be included in the calculation of the Purchase Price, which calculation shall be the Purchase Price for the purposes of the Closing. Not later than thirty (30) days after the Closing Date, Compost the Buyer shall prepare and deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate Parent its calculation of the Indebtedness and Net Working Capital Purchase Price as of the close of business on the date immediately prior to the Closing Date as well as (the “Preliminary Closing Purchase Price”), together with a schedule setting forth in reasonable detail the calculations supporting Buyer’s computation thereof and reflecting each of the estimated Adjustment Amount (components to be included in the "Estimated Adjustment Amount")calculation of the Purchase Price. The worksheet Preliminary Closing Purchase Price shall be prepared by Compost and accepted by Purchaser calculated on a basis consistent with the definition of Purchase Price hereof. A sample calculation of Preliminary Closing Purchase Price is set forth in its reasonable discretionAnnex C hereto. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing The Buyer shall be decreased in an amount equal make available to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable Parent and its auditors all records and work papers used in cash at Closing shall be increased in an amount equal to the absolute value preparation of the Estimated Adjustment AmountPreliminary Closing Purchase Price. (b) Within 90 If, within thirty (30) days after following receipt of the ClosingPreliminary Closing Purchase Price, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet Parent does not dispute Buyer’s calculation of the Company Purchase Price as of the Closing Date (close of business on the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of day before the Closing Date. The Closing Date Balance Sheet and , such calculation of the calculations of Indebtedness and Net Working Capital Purchase Price shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost final (the "Neutral Auditors"“Final Purchase Price”). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business In the event Parent has any dispute with regard to the Preliminary Closing Purchase Price, Parent shall have thirty (30) days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the after delivery of the written statement Preliminary Closing Purchase Price to so notify the Buyer in writing. Parent shall accompany such notification with a schedule setting forth in reasonable detail the calculations and basis supporting Parent’s grounds for its dispute with regard to the Preliminary Closing Purchase Price. If Parent disputes any of the Neutral Auditorscalculations in the Preliminary Closing Purchase Price, Buyer and the following excess or deficit amount Parent shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.use

Purchase Price Adjustment. (a) Prior At the Closing, the Company shall deliver to the Purchaser a calculation of the Tangible Net Worth of the Company as of the Closing, which calculation shall be reasonably acceptable to the Purchaser. If the Tangible Net Worth of the Company as shown in such calculation shall exceed $1,000,000, the Purchaser shall thereupon deliver to the Representative on behalf of the Stockholders a promissory note in the form of Exhibit E hereto (the "Note") in the principal amount equal to the amount by which the Tangible Net Worth of the Company exceeds $1,000,000, which Note shall be payable in full within five days after the Reconciliation Date. All obligations under the Note shall thereupon be assigned to and assumed by the Company, and the Purchaser shall remain obligated thereunder. Promptly after the Closing Date, Compost the Company shall deliver cause Ernst & Young LLP to Purchaser a worksheet which prepare an unaudited balance sheet (the "Closing Balance Sheet") for the Company as of the close of business on the Closing Date. The Closing Balance Sheet shall be attached as Exhibit B hereto, setting forth a reasonable estimate prepared in accordance with GAAP consistently applied. If the Tangible Net Worth of the Indebtedness Company, as shown on the Closing Balance Sheet, shall differ from the calculation of the Company's Tangible Net Worth made on the Closing Date, the principal amount of the Note shall be increased or decreased accordingly, so that the principal amount of the Note, as so adjusted, reflects the amount by which the Tangible Net Worth of the Company as shown on the Closing Balance Sheet exceeds $1,000,000. If the Tangible Net Worth as calculated on the Closing Date shall not have exceeded $1,000,000, as a result of which no Note was issued on the Closing Date, but the Tangible Net Worth shown on the Closing Balance Sheet exceeds $1,000,000, a Note in the principal amount of such excess shall be issued by the Purchaser and assigned to and assumed by the Company, and the Purchaser shall remain obligated thereunder. (b) The Tangible Net Working Capital Worth of the Company as of the Closing Date shall be recalculated as well as a computation of the estimated Adjustment Amount close of business on the 120th day after the Closing Date (the "Estimated Adjustment AmountReconciliation Date") by reference to the Closing Balance Sheet but by decreasing the amount of the accounts receivable shown thereon by the amount of those accounts receivable shown on the Closing Balance Sheet that have not been collected by the close of business on the Reconciliation Date (the "Delinquent Accounts Receivable"). The worksheet principal amount of the Note shall be prepared decreased by Compost and accepted the amount by Purchaser in its reasonable discretionwhich the Tangible Net Worth of the Company, as calculated pursuant to this Section 4.03(b), shall be less than the Tangible Net Worth shown on the Closing Balance Sheet. If the Estimated Adjustment Amount is a positive numberTangible Net Worth as so calculated on the Reconciliation Date shall be less than $1,000,000, the amount payable in cash at Closing deficiency shall be decreased in an amount equal paid to the Estimated Adjustment Amount. If Purchaser from the Estimated Adjustment amount is a negative number, escrow referred to in Section 4.04 hereof within five days after the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment AmountReconciliation Date. (bc) Within 90 In the event that the amount of the Delinquent Accounts Receivable exceeds $1,000 in the aggregate, the Representative may elect to have the Delinquent Accounts Receivable transferred to him as agent for the Stockholders by giving the Purchaser written notice of such election within five days after the ClosingReconciliation Date. Upon such election, the Purchaser shall cause the Company to prepare transfer the Delinquent Accounts Receivable to the Representative as agent for the Stockholders provided that the Representative agrees, in writing in form and deliver substance reasonably satisfactory to Compost a balance sheet the Purchaser, that the Company shall continue to receive any payments made on such Delinquent Accounts Receivable in trust for the Stockholders and shall remit such payments to the Representative net of collection and processing costs. If any payments with respect to accounts receivable are received by the Company from customers indebted to the Company on account of the Company as Delinquent Accounts Receivable, such payments shall be applied first to the Delinquent Accounts Receivable in order of their aging, with the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet oldest account receivable to be paid first and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, most recent account receivable to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Partiespaid last. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. 3.2.1. Within 60 days after the Closing Date, Seller shall, with the full cooperation of Purchaser as the owner after the Closing Date of the Companies, prepare and deliver to Purchaser the Closing Date Balance Sheet and Seller's calculation of the Closing Date Net Equity. The Closing Date Balance Sheet shall be prepared in accordance with GAAP applied in a manner consistent with the preparation of the 1997 Financials except that (i) no effect shall be given to (a) Prior any transaction occurring between the actual time of Closing and the close of business on the Closing Date between the Companies and Purchaser or its Affiliates or relating to Purchaser's financing of any of the Companies or any of the transactions contemplated hereby or (b) any purchase accounting or other similar adjustments resulting from the consummation of the transactions contemplated hereby, and (ii) liabilities and obligations reflected on the Closing Date Balance Sheet shall be excluded from the calculation of Closing Date Net Equity to the extent any such liabilities and obligations are to be, pursuant to the provisions of this Agreement (such as, but not limited to, tax payments to be made by Seller pursuant to Section 9 hereunder, or employee benefit payments pursuant to Section 10 hereunder) the responsibility of Seller after the Closing Date. 3.2.2. In connection with the foregoing, Purchaser shall (i) maintain at their current locations and make available to Seller all Books and Records reasonably required by Seller to prepare the Closing Date Balance Sheet and the calculation of the Closing Date Net Equity, and (ii) continue to offer employment to, and make reasonably available to Seller, all Personnel of the Companies who, prior to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate had meaningful responsibility for the preparation of financial statements of the Indebtedness and Net Working Capital as Companies for the purpose of assisting in the Seller's preparation of the Closing Date as well as a computation Balance Sheet and calculation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment AmountDate Net Equity. 3.2.3. During the fifteen (b15) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as immediately following receipt of the Closing Date (Balance Sheet by Purchaser, Purchaser and its accountants shall be entitled to review the "Closing Date Balance Sheet and any working papers, trial balances and similar materials relating to the Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations calculation of Indebtedness the Closing Date Net Equity shall become final and binding upon the parties on the 16th day following delivery thereof unless Purchaser gives written notice to Seller of its disagreement with the Closing Date Balance Sheet or the calculation of the Closing Date Net Working Capital shall be prepared Equity, specifying in reasonable detail the nature of any disagreement so asserted (a "Notice of Disagreement") prior to such date. 3.2.4. If a timely Notice of Disagreement is received by Seller, then the Closing Date Balance Sheet and the calculation of the Closing Date Net Equity (as revised in accordance with GAAPclause (i) or (ii) below) shall become final and binding upon the parties on the earlier of (i) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement or (ii) the date any matters in dispute are finally resolved in writing by the Third Accounting Firm (as defined below) (the date on which the Closing Date Balance Sheet and the calculation of the Closing Date Net Equity so becomes final and binding being hereinafter referred to as the "Final Determination Date"). During the 15 days immediately following the delivery of any Notice of Disagreement, Purchaser and Seller shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Disagreement and shall provide each other with access to working papers, trial balances and similar materials prepared in connection therewith. At the end of such 15-day period, Seller and Purchaser shall submit to an independent "Big 6" public accounting firm (the "Third Accounting Firm") for review and resolution any and all matters which remain in dispute and which were included in any Notice of Disagreement, and the Third Accounting Firm shall reach a final, binding resolution of all matters which remain in dispute (including in any case a determination of Closing Date Net Equity), which final resolution shall be (a) in writing, (b) furnished to Purchaser and Seller as soon as practicable after the items in dispute have been referred to the extent consistent Third Accounting Firm, (c) made in accordance with GAAP, using this Agreement and (d) conclusive and binding upon Purchaser and Seller and not subject to collateral attack for any reason. The Closing Date Balance Sheet and the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation calculation of the Company Financial StatementsClosing Date Net Equity, with any adjustments necessary to reflect the Third Accounting Firm's resolution of the matters in dispute, shall become final and binding on Purchaser and Seller on the date the Third Accounting Firm delivers its final resolution to the parties. If The Third Accounting Firm shall be such independent Big 6 public accounting firm, excluding KPMG and Price Waterhouse, as shall be agreed upon by Seller and Purchaser in writing or, if Purchaser and Seller cannot so agree within 15 calendar days following delivery the 15- day period referred to above, by lot from among the remaining independent Big 6 public accounting firms willing to act. In the event determination by the Third Accounting Firm (1) results in a change in Closing Date Net Equity in excess of $75,000 as compared to the Closing Date Net Equity originally calculated by Seller, the costs and expenses of Seller, Purchaser and the Third Accounting Firm shall be borne by Seller; or (2) results in a change in Closing Date Net Equity of $75,000 or less as compared to the Closing Date Net Equity originally calculated by Seller, the costs and expenses of Seller, Purchaser and its Third Accounting Firm shall be borne by Purchaser. 3.2.5. Upon the final determination of the Closing Date Balance Sheet Compost does in accordance with Sections 3.2.3 and 3.2.4 above, the following amounts will be payable: 3.2.5.1. If Closing Date Net Equity is greater than $27,962,129, Purchaser shall pay to Seller the amount by which Closing Date Net Equity exceeds $27,962,129. 3.2.5.2. If Closing Date Net Equity is less than $27,562,129, Seller shall pay to Purchaser the amount by which Closing Date Net Equity is less than $27,562,129. 3.2.5.3. If Closing Date Net Equity is more than $27,562,129 but less than $27,962,129, no adjustment shall be made to the Purchase Price. 3.2.6. Any required adjustment to the Purchase Price pursuant to this Section 3.2 shall be referred to as the "Purchase Price Adjustment". 3.2.7. Purchaser agrees, solely with respect to the calculation of the Purchase Price Adjustments, and without restricting in any manner whatsoever Purchaser's right to take any such action that would not object in writing theretoaffect such calculation, Compost shall have been deemed that following the Closing, Purchaser will not take any actions with respect to have agreed to the accounting books, records, policies and procedures of the Companies on which the Closing Date Balance Sheet. If Compost objects Sheet is to be based that are not consistent with GAAP applied in writing to a manner consistent with the computation, then preparation of the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement1997 Financials. 3.2.8. Within 20 days after the first fifteen calendar days following the delivery receipt by Purchaser of the Closing Date Balance Sheet and during in accordance with Section 3.2.1 hereof, Seller or Purchaser, as the period of any dispute within case may be, shall make the contemplation of this payments required by Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate 3.2.5 hereof with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value respect to any item greater than undisputed amount constituting Purchase Price Adjustment. With respect to any items that are the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination subject of a Notice of Disagreement, disbursements shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days 3 Business Days after the Adjustment Amount is determined pursuant to this Section 3.3Final Determination Date.

Purchase Price Adjustment. 2.12.1. The Company will prepare in good faith and will provide to the Buyer Parties no later than five (a5) Prior Business Days prior to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate Date an estimated consolidated balance sheet of the Indebtedness and Net Working Capital Group Companies as of the Closing Date Designated Time (as well as a computation the same may be adjusted in response to any comments of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal Buyer Parties provided prior to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost “Estimated Closing Balance Sheet”), together with a balance sheet of the Company as written statement setting forth in reasonable detail its good faith estimates of the Closing Date (Cash and Cash Equivalents, Closing Debt Amount, and Closing Net Working Capital, each as derived from the "Estimated Closing Date Balance Sheet"), including a computation and the Company Transaction Expenses (as the same may be adjusted in response to any comments of the actual Adjustment Amount of Buyer Parties provided prior to the Company as of Closing, the “Estimated Closing DateStatement”). The Estimated Closing Date Balance Sheet and the calculations good faith estimate of Indebtedness and Closing Net Working Capital shall contained in the Estimated Closing Statement will be prepared in accordance with GAAPthe Accounting Principles, and other than with respect to Taxes, which will be determined in accordance with applicable Legal Requirements and, for the extent consistent with GAAPavoidance of doubt, using will take into account the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation Contemplated Transactions. The good faith estimate of Closing Net Working Capital will consist solely of the Company Financial Statements. If within 15 calendar days following delivery of line items set forth in the Closing Date Balance Sheet Compost does not object Net Working Capital Calculation Schedule and no assets or liabilities included in writing thereto, Compost shall have been deemed the Net Working Capital Calculation Schedule will be reclassified to have agreed to a different line item in the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreementestimate of Closing Net Working Capital. Within the first fifteen calendar days following Following the delivery of the Estimated Closing Date Balance Sheet and during the period of any dispute within Estimated Closing Statement, the contemplation of this Section 3.3(b), Compost Company will provide the Buyer Parties and their respective Representatives reasonable access to the work papers and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to Group Companies for purposes of assisting the extent required to complete Buyer Parties and their respective Representatives in their review of the Estimated Closing Date Balance Sheet and shall be permitted the Estimated Closing Statement. Prior to Closing, the parties will cooperate in good faith to answer any questions and resolve any issues raised by the Buyer Parties and their respective Representatives in connection with their review the working papers, if any, of the Company Estimated Closing Balance Sheet and the Estimated Closing Statement. 2.12.2. As promptly as possible and in any event within ninety (90) calendar days after the Closing Date, the Surviving Corporation will prepare or the Purchaser's Auditors relating cause to be prepared, and will provide to the Sellers’ Representative, a consolidated balance sheet of the Group Companies as of the Designated Time (the “Proposed Final Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a”), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in together with a written statement their findings as setting forth in reasonable detail its proposed final determination of the Closing Cash and Cash Equivalents, Closing Debt Amount, Closing Net Working Capital, and Company Transaction Expenses (the “Proposed Final Closing Statement”). The Proposed Final Closing Balance Sheet and the determination of the Closing Cash and Cash Equivalents, Closing Debt Amount, Company Transaction Expenses and Closing Net Working Capital reflected on the Proposed Final Closing Statement will be prepared in accordance with the Accounting Principles, other than with respect to Taxes, which will be determined in accordance with applicable Legal Requirements and, for the avoidance of doubt, will take into account the Contemplated Transactions. The Sellers’ Representative and its Representatives will have reasonable access to the dispute work papers and other books and records of the Group Companies for purposes of assisting the Sellers’ Representative and its Representatives in their review of the Proposed Final Closing Balance Sheet and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the PartiesProposed Final Closing Statement. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. The Purchase Price shall be adjusted downward to the extent that the Stockholder's Equity of Elmagco reflected on the Final Effective Date Balance Sheet (aadjusted as hereafter provided) Prior to is less than $13,278,481 (which is the amount of Stockholder's Equity reflected on the Base Balance Sheet); provided, however that such adjustment shall be made only if such difference exceeds $300,000. The Stockholder's Equity reflected on the Final Effective Date Balance Sheet shall be increased by the amount of any Seller Liabilities (as defined in Section 9.1) reflected on the Final Effective Date Balance Sheet, plus the amount of any reserves for Seller Liabilities (as defined in Section 9.1) in excess of $317,000 which are established in preparation of the Final Effective Date Balance Sheet. In the event the Final Effective Date Balance Sheet has not been prepared by the Closing Date, Compost Seller shall deliver to Purchaser make a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable good faith estimate of the Indebtedness and Net Working Capital Stockholder's Equity of Elmagco as of such date and the parties shall adjust the Purchase Price accordingly; thereafter, upon completion of the Final Effective Date Balance Sheet, Seller or Buyer, as appropriate, shall pay the difference between the amount of the adjustment for Stockholder's Equity made on the Closing Date as well as a computation and the amount of the estimated Adjustment Amount (adjustment required based upon the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Final Effective Date Balance Sheet. If Compost objects in writing With respect to the computationforegoing adjustment, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery net amount of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and payment shall be permitted to review the working papersmade in cash within five business days after such determination has been made. The amount, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, required to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined paid pursuant to this Section 3.31.4 shall bear interest, at the prime rate announced from time to time by The Wall Street Journal from the Closing Date through the date of payment of such amount, and the total amount of such interest shall be paid at the same time and along with such payment.

Purchase Price Adjustment. (a) Prior The Consideration is subject to adjustment, upward or downward, based upon the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and difference between Base Date Net Working Capital as and Closing Date Net Working Capital; provided, however, that there shall be no adjustment unless and until the difference between Base Date Net Working Capital and Closing Date Net Working Capital first exceeds $1,000,000, in which event the Consideration shall be adjusted for any such difference exceeding $1,000,000, on the basis of one dollar in adjustment, upward or downward, for every two dollars in difference between Base Date Net Working Capital and Closing Date Net Working Capital. Within five (5) Business Days after the Closing Date as well as a computation Net Working Capital is finally determined in accordance with Section 2.3(b), and subject to the preceding sentence, (i) if Closing Date Net Working Capital is less than Base Date Net Working Capital, Seller shall pay to Buyer in cash by wire transfer of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, immediately available funds the amount payable by which Closing Date Net Working Capital is less than Base Date Net Working Capital or (ii) if Closing Date Net Working Capital is more than Base Date Net Working Capital, Buyer shall pay to Seller in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, by wire transfer of immediately available funds the amount payable in cash at that Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment AmountDate Net Working Capital is more than Base Date Net Working Capital. (b) Within 90 days after In order to confirm the ClosingClosing Date Net Working Capital, the Purchaser Seller and McGladrey & ▇▇▇▇▇▇, LLP, Seller's independent public accounts, shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of Buyer the Closing Date Statement, along with a review report with respect thereto as promptly as practicable after the Closing Date, but in any event within thirty (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as 30) days of the Closing Date. The Closing Date Balance Sheet Buyer and the calculations of Indebtedness and Net Working Capital its independent public accountants, PriceWaterhouseCoopers, LLP, shall be prepared in accordance with GAAPentitled to review McGladrey & ▇▇▇▇▇▇, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If LLP's workpapers within 15 calendar thirty (30) days following delivery after receipt by Buyer of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost Statement. If Buyer shall have been deemed any objections to have agreed to the such draft Closing Date Balance SheetStatement, it will deliver a detailed statement describing its objections to Seller within forty (40) days after receipt thereof. Seller and Buyer will use their reasonable best efforts to resolve any such objections. If Compost objects in writing to a final resolution is not obtained within ten (10) days after Seller has received the computationstatement of objections, then the Purchaser Buyer and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in Seller will select an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreementthem to resolve any remaining objections. If the Purchaser Buyer and Compost Seller are unable to agree on the Neutral Auditorschoice of an accounting firm, then they shall request will select a "Big 5" firm (the American Arbitration Association to appoint the Neutral Auditors"Referee") by lot after excluding PriceWaterhouseCoopers, LLP. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors The Referee will be borne equally by engaged to render within thirty (30) days from the Purchaser date of such engagement an opinion regarding the issue or issues in dispute and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors such opinion (xabsent manifest error) shall be bound binding on the parties hereto. Seller will revise the draft Closing Date Statement, as appropriate, to reflect the resolution of all objections (as agreed upon by the provisions of this Agreement parties or directed by such Referee) and deliver them to Buyer within five (y5) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and the resolution of such objections. Such revised statement shall set forth in a written statement their findings as to constitute the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties"Closing Date Statement." (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost Buyer shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due fees and payable within three (3) business days after the Adjustment Amount is determined pursuant to expenses of PriceWaterhouseCoopers, LLP incurred in connection with this Section 3.32.3 and Seller shall pay the fees and expenses of McGladrey & ▇▇▇▇▇▇, LLP. Buyer and Seller shall each pay one half of the fees and expenses of the Referee, if any.

Purchase Price Adjustment. (a) Prior to Within 75 days after the Closing Date, Compost Buyer shall prepare and deliver to Purchaser Sellers a worksheet statement setting forth its calculation of closing working capital (the “Closing Working Capital”), which statement shall be attached as substantially in the form of Exhibit B hereto, setting A (the “Closing Working Capital Statement”). The Closing Working Capital Statement shall be prepared in accordance with the income tax basis of accounting (the “Company Accounting Method”) applied on a consistent basis with the Financial Statements and in the form set forth a reasonable estimate on Exhibit A. Sellers shall have the right to participate in and observe the process of the Indebtedness preparation of the Closing Working Capital Statement, including (if applicable) the taking of a physical inventory and Net the pricing thereof, and such access as they may reasonably request to any books, records, work papers or other information relating to the Closing Working Capital Statement. Sellers shall have 30 days following the receipt of such Closing Working Capital Statement to review the Closing Working Capital Statement. If Sellers agree on the calculation of the Closing Working Capital as set forth in the Closing Working Capital Statement, such calculation shall be binding on the parties. If Sellers do not agree with the calculation of the Closing Date as well as Working Capital, then Sellers shall provide Buyer with a computation written notice of disagreement (the “Working Capital Notice”) specifying in reasonable detail the items of disagreement and the reasons therefor prior to the expiration of the estimated Adjustment Amount 30 day period. If Sellers do not deliver the Working Capital Notice within the aforementioned 30 day period, then Sellers will be deemed to have accepted Buyer’s calculation of the Closing Working Capital. During the 15 day period following delivery and receipt of the Working Capital Notice (the "Estimated Adjustment Amount"“Resolution Period”), Buyer and Sellers shall use their good faith efforts to resolve any disputed issues as to the calculation of the Closing Working Capital. If during the Resolution Period, Buyer and Sellers agree on the calculation of the Closing Working Capital, such determination shall be final and binding on the parties. Sellers shall be given reasonable access to Buyer’s books and records and accountant work papers necessary for the calculation and verification of Closing Working Capital, including accountant work papers necessary to verify consistency of treatment. (b) If after the Resolution Period, Buyer and Sellers cannot resolve all of the disputed issues concerning the calculation of the Closing Working Capital as set forth in the Closing Working Capital Statement, the issues on which the parties disagree shall be submitted to an independent accounting firm of recognized standing to be jointly selected by Sellers and Buyer (the “Firm”) for resolution. Within 15 days following the engagement of the Firm, the parties shall submit to the Firm their reports setting forth their respective positions as to any disputed issues. The worksheet Firm shall be prepared given reasonable access to Buyer’s books and records and accountant work papers necessary for the calculation and verification of Closing Working Capital, including accountant work papers necessary to verify consistency of treatment. The parties shall promptly supply the Firm such information as it reasonably requests for its review of the issues. Within 45 days of the submission to the parties of the information request, the Firm shall make a determination solely on the disputed issues and inform the parties of such determination. Such determination shall be final and binding on the parties and the Closing Working Capital will be calculated based upon such determination. Sellers and Buyer shall share equally the fees and expenses of the Firm. The parties agree that the guidelines set forth in this Section 1.3 shall be applied by Compost the Firm in evaluating the parties’ positions on the disputed issues. (c) The “Post-Closing Adjustment” shall be an amount equal to the difference between Closing Working Capital and accepted by Purchaser in its reasonable discretionhigher and lower end of the Target Working Capital Range. If the Estimated Post-Closing Adjustment Amount is a positive number, the amount payable in cash at Closing Buyer shall be decreased in an amount equal pay to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in Sellers an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after difference between the Closing, Closing Working Capital and the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet higher end of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Target Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this AgreementRange. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Post-Closing Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost Sellers shall pay the Purchaser a cash payment to Buyer an amount equal to such deficitthe absolute value of the difference between the Closing Working Capital and the lower end of the Target Working Capital Range. Any such excess or deficit payment The Post-Closing Adjustment shall be due and payable in immediately available United States Dollars by wire transfer to a bank account designated by the party entitled to receive such payment within three (3) business 10 days after of the Adjustment Amount is final determination of the Closing Working Capital as determined pursuant to this Section 3.31.3.

Purchase Price Adjustment. If the Company's ratio of Current Assets to Current Liabilities (aeach as defined in Section 9.19) Prior is not 1.0 to 1.0 as of the Closing Date, Compost then the Purchase Price will be adjusted as follows: (a) The Seller shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness Current Assets and Net Working Capital Current Liabilities as of the Closing Date as well as Date. In connection therewith, the Seller shall develop a computation worksheet and the basis for making the computations of the estimated Adjustment Amount Current Assets and Current Liabilities (the "Estimated Worksheet") that will also be used to determine the Actual Working Capital Adjustment Amount"pursuant to Section 2.3(b). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive numberestimated Current Liabilities exceed the estimated Current Assets, the amount payable in cash at Closing of such excess shall be decreased in an amount equal to deducted on a dollar-for-dollar basis from the Estimated Adjustment AmountCash Purchase Price. If the Estimated Adjustment amount is a negative numberestimated Current Assets exceed the estimated Current Liabilities, the amount payable in cash at Closing of such excess shall be increased in an amount equal added on a dollar-for-dollar basis to the absolute value of Cash Purchase Price. Any such adjustment is referred to as the Estimated Adjustment Amount"Working Capital Adjustment." (b) Within 90 days after the ClosingClosing Date, the Purchaser Buyer shall cause the Company to prepare and deliver to Compost the Seller a balance sheet of the Company as of the Closing Date statement (the "Closing Date Balance SheetStatement"), including a computation of ) setting forth what it believes are the actual Adjustment Amount of the Company Current Assets and Current Liabilities as of the Closing Date, together with the amount of the proposed Actual Working Capital Adjustment. The Closing Date Balance Sheet and Buyer will prepare the calculations of Indebtedness and Net Working Capital shall be prepared Statement using the Worksheet in accordance with GAAPthe provisions of this Agreement. The Statement shall contain a supporting schedule detailing the proposed Actual Working Capital Adjustment, and be accompanied with copies of the work papers and back up materials used by Buyer in preparing the Statement. To the extent that the total receivables within any of the categories set forth in the definition of "Current Assets" are collected in amounts greater than the discount amount, such excess amount shall be made a part of the Working Capital Adjustment. For example, if ***% of the receivables in the category set forth in (ii) of the definition of Current Assets are collected prior to the ninetieth day after Closing, then the additional amounts represented by the additional ***% collected shall be made a part of the Working Capital Adjustment. To the extent consistent with GAAPthat the actual receivables collected by Buyer during the ninety (90) days following Closing is less than the amount given to Seller from Buyer as a credit on the Estimated Working Capital Adjustment, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those Actual Working Capital Adjustment shall reflect the receivables amount used in preparation of the Company Financial StatementsEstimated Working Capital Adjustment and there shall be no reduction for the same. If the Actual Working Capital Adjustment is a positive amount, the Buyer shall pay to the Seller, within 15 calendar fifteen (15) days following from the date of delivery of the Closing Date Balance Sheet Compost does not object in writing theretoStatement, Compost an amount equal to such positive amount. If the Actual Working Capital Adjustment is a negative amount, Seller shall have been deemed to have agreed promptly pay to the Closing Date Balance Sheet. If Compost objects in writing to Buyer, within fifteen (15) days from the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the date of delivery of the Closing Date Balance Sheet Statement, an amount equal to such negative amount. If the Seller or Members disagrees with the Actual Working Capital Adjustment proposed by Buyer, Seller and during Buyer will have 45 days to resolve the period of dispute between themselves. If Seller and Buyer have not resolved any dispute within such 45-day period, they shall submit the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours dispute to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an a mutually agreed upon independent accounting firm of national reputation mutually acceptable nationally recognized standing to make each disputed calculation in the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made Actual Working Capital Adjustment within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business 20 days after the Adjustment Amount dispute is determined pursuant submitted to this Section 3.3such firm. The determination of the independent accounting firm on all disputed matters shall be final and binding on Seller and Buyer.

Purchase Price Adjustment. If the Effective Date is May 1, 2005, the Purchase Price Adjustment described in Section 1.4 shall be $78,462, which is the difference, if any between the Initial Date Net Working Capital (aas defined below) Prior to shown on the Initial Working Capital Detail and the net working capital as of April 30, 2005, as agreed between the parties. If the Effective Date is the Closing Date, Compost the Purchase Price Adjustment described in Section 1.4 shall be calculated as follows: (a) The net working capital of the Company as of March 31, 2005 (“Initial Date Net Working Capital”) to be transferred as part of the Assets was calculated in accordance with GAAP and is defined as set forth on the Working Capital Detail attached as Schedule 1.8 and referred to in this Section 1.8 as “Initial Working Capital Detail.” Within 30 days after the Closing Date, the Parent shall deliver to the Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate written calculation (“Closing Date Working Capital Detail”) of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet net working capital of the Company as of the Closing Date (the "“Closing Date Balance Sheet"Net Working Capital”), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet Working Capital Detail shall be (i) prepared by the Company at the Company’s expense on a basis consistent with the Initial Working Capital Detail and with adjustments on the calculations same basis as the adjustments set forth in the Initial Working Capital Detail and (ii) delivered to the Purchaser together with a written statement by the Company of Indebtedness and the difference, if any between the Initial Date Net Working Capital shown on the Initial Working Capital Detail and the Closing Date Net Working Capital shown on the Closing Date Working Capital Detail, such difference, if any, to be referred to herein as the “Closing Date Adjustment”). The Parent shall be prepared consult with the Purchaser in accordance good faith in connection with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object Working Capital Detail and employees of the Parent shall be permitted to meet with employees of the Purchaser in writing thereto, Compost shall have been deemed to have agreed to connection with the preparation of the Closing Date Balance SheetWorking Capital Detail. (b) The Purchaser shall have 30 days after delivery to the Purchaser of the Closing Date Working Capital Detail (the “Review Period”) to review the Closing Date Working Capital Detail and the Company’s calculation of the Closing Date Adjustment. The Purchaser shall notify the Company in writing prior to the expiration of the Review Period of the Purchaser’s acceptance of or disagreement with the Closing Date Working Capital Detail and the Closing Date Adjustment. Failure by the Purchaser to notify the Company of either acceptance of or disagreement with the Company’s calculation of the Closing Date Adjustment shall be deemed acceptance thereof. If Compost objects in writing the Purchaser disputes the Company’s determination of the Closing Date Adjustment, the Purchaser shall, prior to the computationexpiration of the Review Period, notify the Company of the Purchaser’s objections and deliver with such notice the Purchaser’s proposed calculation of the Closing Date Adjustment. The Company shall have 20 days after delivery of the Purchaser’s proposed calculation of the Closing Date Adjustment to review the Purchaser’s proposed Closing Date Adjustment. If the Company disputes the Purchaser’s proposed Closing Date Adjustment, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by engage an independent accounting firm of national reputation mutually acceptable (other than the Purchaser’s CPA or the Company’s CPA) to resolve the Purchaser dispute and Compost (determine the "Neutral Auditors"). Such arbitration Closing Date Adjustment, which determination shall be governed by final and binding upon the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreementparties. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All The fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to such independent accounting firm shall be performed paid one-half by the Neutral Auditors will be borne equally Company and one-half by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the PartiesPurchaser. (c) Within three business days following Upon the agreement final determination of the Closing Date Adjustment, the Purchase Price shall be (i) decreased dollar-for-dollar to the extent that the Initial Date Net Working Capital shown on the Initial Working Capital Detail is greater than the Closing Date Net Working Capital shown on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due Working Capital Detail and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if increased dollar-for-dollar to the Estimated Adjustment Amount extent that the Initial Date Net Working Capital shown on the Initial Working Capital Detail is less than the Adjustment Amount is a negative number, Compost Closing Date Net Working Capital shown on the Closing Date Working Capital Detail. The Company shall promptly pay to the Purchaser a the amount of any such decrease in the Purchase Price in cash payment equal no later than 10 days after Asset Purchase Agreement the date of determination of the Closing Date Adjustment, by wire transfer of immediately available funds to an account designated by the Purchaser. The Purchaser shall promptly pay to the Company the amount of any such deficit. Any such excess or deficit payment shall be due and payable within three (3) business increase in the Purchase Price in cash no later than 10 days after the Adjustment Amount is determined pursuant date of determination of the Closing Date Adjustment, by wire transfer of immediately available funds to this Section 3.3an account designated by the Company.

Purchase Price Adjustment. (a) Prior to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing Initial Purchase Price shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, by the amount payable in cash at Closing that the Working Capital is less than $1.00 (the “Target Working Capital”) and shall be increased by the amount that the Working Capital is greater than the Target Working Capital. Such adjustment shall be preliminarily calculated at the Closing in an amount equal to the absolute value of the Estimated Adjustment Amountaccordance with Section 1.2(c) and finally determined in accordance with Section 1.2(d) through 1.2(h). (b) Within 90 days after the Closing, the Purchaser The Seller shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of Acquiror prior to the Closing Date a statement in the form of Exhibit 1.2(b) which shall set forth the Seller’s good faith estimate of Target’s Working Capital and the Purchase Price, as adjusted pursuant to Section 1.2(a) (the "“Closing Date Balance Sheet"Working Capital Statement”). The Closing Date Working Capital Statement shall contain all information reasonably necessary to determine the Working Capital, including a computation appropriate supporting documentation, and shall be certified by an officer of the actual Adjustment Amount Seller (but without personal liability) to be true and correct to the knowledge of such officer and to have been prepared in accordance with this Section 1.2. The Purchase Price determined in accordance with Section 1.2(a) based upon the Company Working Capital set forth in the Closing Date Working Capital Statement shall be the “Preliminary Adjusted Purchase Price.” (c) No later than 60 days after the Closing Date, Acquiror will prepare and deliver to the Seller a statement in the form of Exhibit 1.2(c) setting forth Acquiror’s determination of Target’s Working Capital and the Final Purchase Price as determined pursuant to Section 1.2(a) (the “Post-Closing Working Capital Statement”). Current Assets and Current Liabilities set forth on the Post-Closing Working Capital Statement shall not include any category of assets or liabilities not included in the Closing Date Working Capital Statement, and shall not omit any category of assets or liabilities included in the Closing Date Working Capital Statement (even if the relevant amount is zero). The Post-Closing Working Capital Statement shall contain all information reasonably necessary to determine the Working Capital, including appropriate supporting documentation, and shall be certified by an officer of Acquiror (but without personal liability) to be true and correct to the knowledge of such officer and to have been prepared in accordance with Section 1.2. The Seller shall have the right to visit Target to verify and review such documentation and Target’s books and records upon providing reasonable notice to Acquiror. After Acquiror has delivered the Post-Closing Working Capital Statement to the Seller, Acquiror shall not be entitled to raise any additional issues or changes that would result in a decrease in the Working Capital of Target as of the Closing Date. (d) The Seller shall give written notice to Acquiror of any objection to the Post-Closing Working Capital Statement (the “Objection Notice”) within thirty (30) days after the Seller’s receipt thereof. The Objection Notice shall specify in reasonable detail the items in the Post-Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital Statement to which the Seller objects and shall provide a summary of the Seller’s reasons for such objections. In the event the Seller does not deliver an Objection Notice within such 30 day period, the Seller shall be prepared deemed to have accepted for all purposes of this Agreement Acquiror’s Post-Closing Working Capital Statement. After the Seller has delivered its Objection Notice in accordance with GAAPthis Section 1.2(d), and it shall not be entitled to raise any additional objections that would result in an increase to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation Working Capital of the Company Financial Statements. If within 15 calendar days following delivery Target as of the Closing Date Balance Sheet Compost does Date. (e) Acquiror and the Seller shall use good faith efforts to resolve any dispute involving any matter set forth in an Objection Notice. If the parties are unable to resolve any dispute involving any matter set forth in an Objection Notice within fifteen (15) Business Days after receipt by Acquiror of the relevant Objection Notice, such dispute shall be referred for decision to Ernst & Young or, if Ernst & Young is unwilling or unable to serve, another nationally recognized accounting firm reasonably acceptable to Acquiror and the Seller who is not object engaged in writing thereto, Compost shall have been deemed to have agreed providing services to the Closing Date Balance SheetSeller or Acquiror or any of their respective Affiliates (the “Accounting Firm”) to decide the dispute within 30 days of such referral. If Compost objects in writing The decision by the Accounting Firm with respect to such dispute shall be final and binding on the computation, then the Purchaser Seller and Compost Acquiror and shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period be based upon a review of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if other documents requested by the Neutral AuditorsAccounting Firm. The Neutral Auditors shall act as an arbitrator cost of retaining the Accounting Firm with respect to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings disputes as to the dispute Objection Notice shall be borne by the Seller and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the PartiesAcquiror equally. (cf) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral AuditorsFor purposes hereof, the following excess or deficit amount “Final Purchase Price” shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive numberSeller has not delivered an Objection Notice to Acquiror in accordance with Section 1.2(d), the Purchaser shall pay Compost a cash payment equal to such excess Purchase Price as determined based upon the determination of Target’s Working Capital set forth in the Post-Closing Working Capital Statement or (ii) if the Estimated Adjustment Amount Seller has delivered an Objection Notice to Acquiror in accordance with Section 1.2(d), the Purchase Price as agreed by Acquiror and the Seller or as determined by the Accounting Firm, as applicable, pursuant to Section 1.2(e). (g) If the Preliminary Purchase Price is greater than the Final Purchase Price, the Seller shall, within five (5) Business Days after the date on which the Final Purchase Price is determined in accordance with Section 1.2(f), pay to Acquiror, by wire transfer of immediately available funds pursuant to wire transfer instructions, which instructions have been delivered by Acquiror to the Seller, the difference between the Preliminary Purchase Price minus the Final Purchase Price, together with interest on such amount at 4% per annum from the Closing Date to the date of payment. (h) If the Preliminary Purchase Price is less than the Adjustment Amount Final Purchase Price, Acquiror shall, within five (5) Business Days after the date on which the Final Purchase Price is a negative numberdetermined in accordance with Section 1.2(f), Compost shall pay to the Purchaser a cash payment Seller by wire transfer of immediately available funds pursuant to wire transfer instructions, which instructions have been delivered by the Seller to Acquiror at least two (2) Business Days prior, an amount equal to the Final Purchase Price minus the Preliminary Purchase Price, together with interest on such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after amount at 4% per annum from the Adjustment Amount is determined pursuant Closing Date to this Section 3.3the date of Payment.

Purchase Price Adjustment. (a) Prior At least five (5) Business Days prior to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser Trimble shall cause the Company to prepare and deliver to Compost AGCO a statement (the “Estimated Company Closing Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital (the “Estimated Company Closing Working Capital”) and the Company Closing Transaction Expenses (the “Estimated Company Closing Transaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimated balance sheet of the Company as of the end of the prior month after giving effect to the Carve-Out Restructuring (but without giving effect to the JCA Contribution and excluding the Brazil Business), and (ii) a calculation of the Estimated Company Closing Date Cash, the Estimated Company Closing Indebtedness, the Estimated Company Closing Working Capital and the Estimated Company Closing Transaction Expenses, in each case, as of the prior month’s end close, together with reasonable supporting documentation. Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and the Parties shall consider in good faith the other Party’s comments to the Estimated Company Closing Statement. If any adjustments are made to the Estimated Company Closing Statement by Trimble following the good faith discussion of the Parties prior to the Closing, such adjusted Estimated Company Closing Statement shall thereafter become the Estimated Company Closing Statement for all purposes of this Section 2.7. (b) At least five (5) Business Days prior to the Closing, AGCO shall prepare and deliver to Trimble a statement (the "“Estimated JCA Closing Date Balance Sheet"Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the JCA Closing Cash (the “Estimated JCA Closing Cash”), including a computation the JCA Closing Indebtedness (the “Estimated JCA Closing Indebtedness”), the JCA Closing Working Capital (the “Estimated JCA Closing Working Capital”) and the JCA Closing Transaction Expenses (the “Estimated JCA Closing Transaction Expenses”), which statement shall contain (i) an estimated balance sheet of the actual Adjustment Amount of the Company JCA Entities as of the Closing Date. The and giving effect to the JCA Contribution, and (ii) a calculation of the Estimated JCA Closing Date Balance Sheet Cash, the Estimated JCA Closing Indebtedness, the Estimated JCA Closing Working Capital and the calculations of Indebtedness and Net Working Capital shall be prepared Estimated JCA Closing Transaction Expenses, in accordance each case, together with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statementsreasonable supporting documentation. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following Following the delivery of the Estimated JCA Closing Date Balance Sheet Statement, AGCO shall make its representatives reasonably available to Trimble to discuss the calculations contained in the Estimated JCA Closing Statement, and during the period Parties shall consider in good faith the other Party’s comments to the Estimated JCA Closing Statement. If any adjustments are made to the Estimated JCA Closing Statement by AGCO following the good faith discussion of any dispute within the contemplation Parties prior to the Closing, such adjusted Estimated JCA Closing Statement shall thereafter become the Estimated JCA Closing Statement for all purposes of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties2.7. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. (a) Prior to As soon as reasonably practicable, but in no event later than seventy-five (75) days following the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare (in good faith and in accordance with this Agreement) and deliver to Compost Parent the Proposed Final Closing Statement, along with a good faith estimated unaudited balance sheet of the Target Company as of the Closing Date (the "“Proposed Closing Date Balance Sheet"), including a computation of ”) from which the actual Adjustment Amount of the Company as of the Proposed Final Closing DateStatement was derived. The Proposed Closing Date Balance Sheet shall be derived in good faith from the books and records of the calculations of Indebtedness Target Company and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, GAAP using the same accounting methods, policies, principles, practices and procedures procedures, with consistent classifications, judgments and estimation methodologies consistent with those as were used in preparation of the most recent balance sheet of the Target Company included with the Target Company Financial StatementsInformation. If within 15 calendar days During the 60-day period immediately following delivery Parent’s receipt of the Proposed Final Closing Statement and Proposed Closing Date Balance Sheet Compost does not object in writing thereto(the “Review Period”), Compost Parent and its Representatives shall have been deemed to have agreed be provided access to the books, records and other relevant information of Purchaser and its Representatives (including the Target Company) to the extent relating to the Proposed Final Closing Statement and Proposed Closing Date Balance Sheet. If Compost objects During the Review Period, Purchaser shall make available such personnel of Purchaser and its Affiliates (including the Target Company) knowledgeable about the information used in, and the preparation of, the Proposed Final Closing Statement and Proposed Closing Date Balance Sheet in writing order to respond to reasonable inquiries made by Parent and its Representatives. (b) On or prior to the computationlast day of the Review Period, then Parent may object to the Proposed Final Closing Statement by delivering to Purchaser a written statement setting forth the basis for Parent’s objections thereto (the “Statement of Objections”). If Parent fails to deliver the Statement of Objections within the Review Period, the Proposed Final Closing Statement shall be deemed to have been accepted by Parent and Compost shall be used in calculating the Adjustment Amount. If Parent delivers the Statement of Objections within the Review Period, the Parties shall negotiate in good faith and attempt to resolve their disagreement. Within such objections, and, if the first fifteen calendar days following same are so resolved, the delivery of Proposed Final Closing Statement with such changes that may have been previously agreed in writing by the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and Parties shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser final and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Partiesbinding. (c) Within three business If the Parties shall fail to reach an agreement with respect to any of the matters set forth in the Statement of Objections, then such unresolved matters shall, not later than fifteen (15) days following after one of the agreement Parties affirmatively terminates discussions in writing with respect to the Statement of Objections, be submitted for resolution to KPMG LLP (or, if such firm shall decline or is unable to act or is not, at the time of such submission, independent of both Parent and Purchaser, to another independent accounting firm of international reputation mutually acceptable to Parent and Purchaser (either KPMG LLP or such other accounting firm, the “Accounting Expert”). The Accounting Expert shall, limiting its review to matters properly included in the Statement of Objections and acting as an expert and not as an arbitrator, resolve the disputes set forth in the Statement of Objections and make any corresponding adjustments to the Proposed Final Closing Statement. Subject to, and to the extent permitted by, any applicable Laws, the Parties shall each make readily available to the Accounting Expert all relevant books, records and other information relating to the Target Company to the extent related to the matters set forth in the Statement of Objections. Each Party shall concurrently provide the other Party with copies of all such materials and information provided by such Party to the Accounting Expert. The Parties shall jointly instruct the Accounting Expert to make a determination, on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery basis of the written statement standard set forth in this Section 2.3(c), as soon as practicable within thirty (30) days (or such other time as the Parties shall agree in writing) after its engagement and to select, with respect to each item in dispute, an amount between or equal to Purchaser’s position on the Proposed Final Closing Statement and Parent’s position as set forth in the Statement of Objections. The Accounting Expert’s resolution of the Neutral Auditorsdisputes set forth in the Statement of Objections and the Proposed Final Closing Statement, with any such adjustments made by the following excess or deficit amount Accounting Expert, shall be due final and payable: binding, absent manifest error. The determination of the Accounting Expert shall not be an arbitration within the meaning of the Federal Arbitration Act or any other Law, and any disputes regarding procedural or legal issues (including with regard to interpretation of this Agreement) relating to adjustment of the Purchase Price pursuant to this Section 2.3(c) shall be resolved by a court of competent jurisdiction as set forth in Section 10.6. The fees of the Accounting Expert shall be divided between Purchaser, on the one hand, and Parent on the other hand, in proportion to the aggregate Dollar amount submitted to the Accounting Expert and unsuccessfully disputed by the applicable Party divided by the aggregate Dollar amount of items submitted to the Accounting Expert by both Parties. The Proposed Final Closing Statement as accepted and agreed (or deemed to be accepted and agreed) by the Parties or, subject to the limitations of this Section 2.3(c), as determined by the Accounting Expert shall become the “Final Closing Statement” for all purposes of this Agreement. (d) Within two (2) Business Days of the Proposed Final Closing Statement becoming the Final Closing Statement hereunder, to the extent that the Closing Payment is not equal to the Purchase Price set forth in the Final Closing Statement: (i) if the Estimated Adjustment Amount less Closing Payment is greater than the Purchase Price set forth in the Final Closing Statement, Parent shall pay to Purchaser an amount equal to the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal by wire transfer of immediately available funds to such excess one or more accounts designated by Purchaser; and (ii) if the Estimated Adjustment Amount Closing Payment is less than the Purchase Price set forth in the Final Closing Statement, Purchaser shall pay to Parent an amount equal to the Adjustment Amount by wire transfer of immediately available funds to one or more accounts designated by Parent. (e) If the Contingent Purchase Price Amount is a negative numbernot payable at the Closing in accordance with Exhibit 8, Compost Purchaser shall pay the Purchaser a cash Contingent Purchase Price Amount, if any, after the Closing Date in accordance with Exhibit 8. The Parties agree that any such payment equal pursuant to such deficit. Any such excess or deficit payment Section 2.3(d) and Section 2.3(e) shall be due and payable within three (3) business days after treated as an adjustment to the Adjustment Amount is determined pursuant to this Section 3.3purchase price for the Target Equity Interests for Tax purposes.

Purchase Price Adjustment. (a) Prior to As promptly as practicable, but no later than 90 calendar days after the Closing Date, Compost Seller shall prepare and deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a closing balance sheet of the Company as of the Closing Date (the "Closing Date Balance --------------- Sheet"), including ) prepared in accordance with GAAP on a computation basis consistent with the ----- Financial Statements and a statement of the actual Adjustment Amount Net Book Value of the Company as of the Closing Date derived therefrom (the "Closing Statement"), accompanied by a ----------------- report prepared by Deloitte & Touche, LLP which states that the Closing Balance Sheet presents fairly the financial position of the Company in accordance with GAAP (provided that the materiality level for such Closing Statement shall be the -------- level appropriate for businesses of the same size, scope and nature as the Company) and with adjustments similar to normal year-end adjustments, and that the Closing Balance Sheet fairly presents the financial position of the Company as at the Closing Date. The Seller and its accountants shall be provided with reasonable access to the books and records of the Company reasonably related to the Seller's preparation of the Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAPClosing Statement, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation Purchaser shall ensure that personnel of the Company Financial Statements. If within 15 calendar days following delivery are available and cooperative with the audit process and the signing of appropriate management representation letters. (b) In the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to event that $213,702,000 exceeds the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees Net Book Value of the Company set forth on the Closing Statement, Seller shall make a payment to Purchaser equal to the extent required to complete their review amount of such excess. In the Closing Date Balance Sheet and shall be permitted to review event that the working papers, if any, Net Book Value of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral AuditorsStatement exceeds $213,702,000, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost make a cash payment to Seller equal to the amount of such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative numberexcess. For illustrative purposes, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.attached hereto as Exhibit 1.3

Purchase Price Adjustment. (a) Prior Set forth on Schedule 1.7(a) is the “Initial Working Capital Statement.” The Initial Working Capital Statement is unaudited and has been prepared by the finance and accounting staff of the Business as of August 31, 2001 according to the Closing Datehistorical accounting policies and procedures of the Business. The Business’ accounts and records make up a portion of the consolidated financial statements of Safety-Kleen Corp., Compost shall deliver to Purchaser which financial statements are prepared in accordance with GAAP on a worksheet which consistent basis. The Unadjusted Cash Purchase Price shall be attached adjusted following the Closing as Exhibit B hereto, setting forth a reasonable estimate follows: (i) if the amount of the Indebtedness and Net Working Capital of the Business (determined in accordance with Section 1.7(b)) as of the Closing Date as well as a computation of is less than the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive numberTarget Working Capital, the amount payable in cash at Closing Unadjusted Cash Purchase Price shall be decreased in by an amount equal to such difference (the Estimated Adjustment Amount. If “Working Capital Deficiency”) and the Estimated Adjustment Unadjusted Cash Purchase Price, as so adjusted, will be the Cash Purchase Price; (ii) if the amount of the Working Capital of the Business (determined in accordance with this Section 1.7(b)) as of the Closing Date is a negative numbergreater than the Target Working Capital, the amount payable in cash at Closing Unadjusted Cash Purchase Price shall be increased in by an amount equal to such difference (the absolute value “Working Capital Surplus”) and the Unadjusted Cash Purchase Price, as so adjusted, will be the Cash Purchase Price; and (iii) if the amount of the Estimated Adjustment AmountWorking Capital of the Business (determined in accordance with this Section 1.7(b)) as of the Closing Date is equal to the Target Working Capital, the Unadjusted Cash Purchase Price shall be equal to the Cash Purchase Price. The Purchaser shall pay to the Seller the amount of any Working Capital Surplus. The Escrow Agent shall pay the Purchaser the amount of any Working Capital Deficiency. If and to the extent that the Escrow Agent shall not be holding enough funds in the Escrow Account, the Seller shall return to the Purchaser the amount of any remaining Working Capital Deficiency. Any amounts required to be paid or returned pursuant to this Section 1.7(a) shall be paid by wire transfer of immediately available funds to the account specified by the party to whom such payment is owed within five business days after the amount of Working Capital of the Business as of the Closing Date is agreed to by the Seller and the Purchaser or any remaining disputed items are ultimately determined by the Accountants in accordance with Section 1.7(d). (b) Within 90 days after the ClosingAs used herein, the Purchaser term “Working Capital” shall cause mean the Company to prepare and deliver to Compost a balance sheet sum of the Company asset accounts utilized in preparing the Initial Working Capital Statement minus the sum of liability accounts utilized in preparing the Initial Working Capital Statement (the liabilities of the Canadian subsidiaries that normally would not be considered in a calculation of working capital, to the extent such liabilities do not reflect liabilities and obligations arising under Environmental Laws, will, upon the mutual agreement of the Seller and the Purchaser within forty-five (45) days of the date of this Agreement, be included in the calculation of Working Capital). The term “Working Capital Statement” shall mean the statement of Working Capital of the Business to be prepared by the Seller as of the Closing Date (in accordance with this Section 1.7(b) and to be delivered to the "Purchaser as promptly as practicable and in any event within 120 days after the Closing Date Balance Sheet"), including which statement shall include as a computation liability all collected and on-site waste (deferred revenue) and shall utilize inventories conducted on the Closing Date of waste at all of the actual Adjustment Amount of Business’ facilities. Such Working Capital Statement shall take into account all relevant information available at the Company as of the Closing Datetime such Working Capital Statement is prepared. The Closing Date Balance Sheet and the calculations of Indebtedness and Net unaudited Working Capital Statement shall be prepared in accordance with GAAP, and to by the extent consistent with GAAP, Seller using the same accounting methodsprinciples, policiesprocedures, practices policies and procedures with classifications, judgments methods that were used to prepare the Initial Working Capital Statement. All working papers and estimation methodologies consistent with those back-up documents used in the preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and Working Capital Statement shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable made available to the Purchaser and Compost within two (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (32) business days after delivery to Purchaser of the Adjustment Amount is determined pursuant Working Capital Statement, provided, however, that to this Section 3.3the extent the independent auditors of the Seller assist in the preparation of the Working Capital Statement, the availability of working papers and back-up documents used by such independent auditors will be subject to the policies and procedures of such independent auditors.

Purchase Price Adjustment. (a) Prior Within sixty (60) days of the Closing (the “Delivery Date”), Purchaser shall deliver to the Members a calculation as of the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B heretoprepared in accordance with the Company’s historic accounting methods consistently applied in accordance with past practice, setting forth a reasonable estimate of the Indebtedness and amount, if any, by which the combined Current Assets of the Company exceed the combined Current Liabilities of the Company (“Closing Date Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"Capital”). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after In the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of the event Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital is less than Baseline Net Working Capital, the Members shall be prepared in accordance with GAAPrequired to refund to Purchaser the amount by which Baseline Net Working Capital exceeds Closing Date Net Working Capital. In the event Closing Date Net Working Capital is more than Baseline Net Working Capital, and Purchaser shall be required to pay to the extent consistent with GAAP, using Members the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the amount by which Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed Net Working Capital exceeds Baseline Net Working Capital. Any amounts owed pursuant to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d2.4(b) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three thirty (330) days of the Delivery Date, unless disputed in accordance with Section 2.4(c). The adjustment to the Purchase Price provided for in this Section is hereinafter referred to as the “Purchase Price Adjustment.” (c) The Members’ Representative shall have ten (10) business days after from the Adjustment Amount Delivery Date to deliver a written notice of disagreement to Purchaser (a “Notice of Disagreement”). During such period, Purchaser shall make the books and accounting records relating to the Business (including work papers) and appropriate accounting personnel reasonably available to the Members’ Representative. Any such Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If no Notice of Disagreement is determined delivered within such ten (10) business day period, the Closing Date Net Working Capital amount shall become final and binding upon the parties. Following delivery of a Notice of Disagreement, the parties shall attempt to resolve any differences that they may have with respect to any matter specified in the Notice of Disagreement. If the parties fail to reach a written agreement with respect to all such matters within 60 days of the Notice of Disagreement, then all such matters as specified in the Notice of Disagreement as to which such written agreement has not been reached (the “Disputed Matters”) shall be submitted to and reviewed by an arbitrator (the “Arbitrator”), who shall be selected by the Members’ Representative and Purchaser. The Arbitrator shall act promptly (in no event to exceed 20 days) to resolve all Disputed Matters and his or her decision with respect to all Disputed Matters shall be final and binding upon the parties. The fees and expenses of the Arbitrator incurred in resolving the Disputed Matters shall be borne equally by the Members and Purchaser. Any adjustment required pursuant to this Section 3.32.4(c) shall be paid by the Members or Purchaser, as appropriate, by wire transfer to such bank account(s) designated by the Members or Purchaser, as appropriate, within five (5) days of final determination thereof in immediately available United States Dollars.

Purchase Price Adjustment. (a) Prior Not later than three business days prior to the Closing Date, Compost Seller shall deliver to provide Purchaser a worksheet with an estimated consolidated balance sheet of the Company (the “Estimated Closing Balance Sheet”) which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of include the Indebtedness and estimated Net Working Capital (the “Estimated Net Working Capital”), the estimated Indebtedness (“Estimated Indebtedness”), and the Estimated Net Adjustment Amount, in each case, estimated as of 11:59 p.m. on the date immediately preceding the Closing Date as well as Date. The Estimated Closing Balance Sheet, Estimated Net Working Capital, Estimated Indebtedness and Estimated Net Adjustment Amount shall be calculated consistent with the Accounting Convention applied on a computation basis consistent with the preparation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall Financial Statements and be prepared by Compost and accepted by Purchaser in its reasonable discretionreasonably satisfactory to Purchaser. If the Estimated Net Adjustment Amount is a positive numberpositive, Purchaser shall add to the amount Purchase Price payable in cash at Closing shall be decreased in an amount equal to the Estimated Net Adjustment Amount. If the Estimated Net Adjustment amount Amount is a negative numbernegative, Purchaser shall deduct from the amount Purchase Price payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Net Adjustment Amount. (b) Within 90 30 days after the ClosingClosing Date, the Purchaser shall prepare, or cause the Company to prepare be prepared, and deliver to Compost Seller a written statement (the “Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company Company, dated as of the Closing Date (the "“Closing Date Balance Sheet"”), including and (ii) a computation calculation of the actual Adjustment Amount (A) Net Working Capital (the “Closing Net Working Capital”), and (B) Indebtedness (the “Closing Indebtedness”) (with each of the Company Closing Net Working Capital and Closing Indebtedness determined as of the Closing DateDate without giving effect to the transactions contemplated herein). The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital and Closing Indebtedness shall be calculated consistent with the Accounting Convention. For illustrative purposes, attached as Annex I is a sample Closing Statement prepared in accordance on a pro forma basis as if the Closing occurred on October 31, 2012, together with GAAPa calculation of the Net Adjustment Amount (if any) that would result therefrom. (c) The Closing Statement shall become final and binding on the 30th day following delivery thereof, and unless prior to the extent consistent with GAAPend of such 30 day period, using Seller delivers to Purchaser written notice of its disagreement (a “Notice of Disagreement”) specifying the same accounting methods, policies, practices nature and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation amount of the Company Financial Statements. If within 15 calendar days following delivery of any dispute as to the Closing Date Balance Sheet Compost does not object Net Working Capital and/or Closing Indebtedness, as set forth in writing thereto, Compost the Closing Statement. Seller shall have been be deemed to have agreed with all items and amounts of Closing Net Working Capital and Closing Indebtedness not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 1.6(d). (d) During the Closing Date Balance Sheet. If Compost objects in writing 15 day period following delivery of a Notice of Disagreement by Seller to Purchaser, the computation, then the Purchaser and Compost shall negotiate parties in good faith and attempt shall seek to resolve their disagreementin writing any differences that they may have with respect to Closing Net Working Capital and/or Closing Indebtedness as specified therein. Within Any disputed items resolved in writing between Seller and Purchaser within such 15 day period shall be final and binding with respect to such items, and if Seller and Purchaser agree in writing on the first fifteen calendar days following resolution of each disputed item specified by Seller in the delivery Notice of Disagreement and the amount of the Closing Date Balance Sheet Net Working Capital and during Closing Indebtedness, the period amounts so determined shall be final and binding on the parties for all purposes hereunder. If Seller and Purchaser have not resolved all such differences by the end of any dispute within such 15 day period, Seller and Purchaser shall submit, in writing, to an independent public accounting firm (the contemplation of this Section 3.3(b“Independent Accounting Firm”), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company their briefs detailing their views as to the extent required to complete their review correct nature and amount of each item remaining in dispute and the amounts of the Closing Date Balance Sheet Net Working Capital and Closing Indebtedness, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Closing Net Working Capital and Closing Indebtedness, which determination shall be permitted to review final and binding on the working papers, if any, parties for all purposes hereunder. The Independent Accounting Firm shall consider only those items and amounts in Seller’s and Purchaser’s respective calculations of the Company or the Purchaser's Auditors relating Closing Net Working Capital and Closing Indebtedness that are identified as being items and amounts to the Closing Date Balance Sheet. which Seller and Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are have been unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in disputeagree. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either Party party or less than the smallest value for such item claimed by either Partyparty. The Neutral Auditors' determination Independent Accounting Firm shall be made McGladrey LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by Seller and Purchaser. Seller and Purchaser shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within 30 days after their selection following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in any court with subject matter jurisdiction. In acting under this Agreement, the Independent Accounting Firm will be entitled to the privileges and immunities of an arbitrator. (e) The costs of any dispute resolution pursuant to Section 1.6(d), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by Seller and Purchaser in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall set forth be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in a written statement their findings connection with the preparation or review of the Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (f) Seller and Purchaser will, and will cause the Company to afford the other party and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the dispute personnel, properties, books and the resulting computation records of the actual Company and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 1.6. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations of the Net Working Capital and Indebtedness as specified in this Section 1.6; provided that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (g) If the Net Adjustment Amount is positive, the Purchase Price shall be adjusted upwards in an amount equal to the Net Adjustment Amount. In such event, Purchaser shall pay the Net Adjustment Amount to Purchaser and CompostSeller, within five (5) business days of the final determination of the Net Adjustment Amount. The Neutral Auditor's If the Net Adjustment Amount is negative, the Purchase Price shall be adjusted downwards in an amount equal to the amount of the Net Adjustment Amount. In such event, Seller shall pay an amount equal to the absolute value of the Net Adjustment Amount to Purchaser, within five (5) business days of the final determination will be final, binding and conclusive on of the PartiesNet Adjustment Amount. (ch) Within three business From and after the Closing and until the earlier of the date that is (a) one hundred twenty (120) days following the agreement on Closing Date, and (b) the Closing Date Balance Sheet setting forth date that final payment is received by the Adjustment Amount or the delivery of the written statement of the Neutral Auditorsapplicable recipient pursuant to Section 1.6(g), the following excess or deficit amount shall be due and payable: (i) if Seller shall preserve and maintain in full force and effect its organizational existence and good standing under the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or laws of its jurisdiction of incorporation and (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative numberSeller shall not (A) declare or make any dividend payment or other distribution of assets, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess properties, cash, rights, obligations or deficit payment shall be due and payable within three securities on account of any of Seller’s outstanding stock, stock equivalents or other equity rights or (3B) business days after the Adjustment Amount is determined pursuant to this Section 3.3purchase, redeem or otherwise acquire for value any of Seller’s outstanding stock, stock equivalents or other equity rights.

Purchase Price Adjustment. (ai) Prior to Within 120 days following the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B heretothe Company shall, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser Buyer shall cause the Company to to, prepare and deliver to Compost a the Representative (a) an unaudited consolidated balance sheet of the Company as of the Closing Date Adjustment Calculation Time (the "“Closing Date Balance Sheet"”), including and (b) a computation statement (the “Closing Statement”) setting forth the Company’s calculation of Closing Net Working Capital and Closing Indebtedness and the actual Adjustment Amount of the Company as of the Closing DatePurchase Price resulting therefrom. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAPGAAP applied on a basis consistent with the Applicable Accounting Principles. The Closing Statement shall, with respect to the Closing Net Working Capital and the Closing Indebtedness, be derived from the Closing Balance Sheet, and shall, with respect to the extent consistent Closing Net Working Capital and the Closing Indebtedness, be prepared in accordance with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used applicable definitions set forth in preparation of this Agreement. During the Company Financial Statements. If within 15 calendar 30 days immediately following delivery the Representative’s receipt of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the Closing Statement and any period of any dispute within with respect thereto thereafter, Buyer shall, and shall cause the contemplation of this Section 3.3(b)Company to, Compost (x) provide the Representative and other its representatives of Compost shall have with reasonable access during normal business hours to all relevant books the books, records (including work papers, schedules, memoranda and records other documents), supporting data and employees and accountants (subject to signing a customary accountant’s release) of the Company related to the extent required to complete Closing Balance Sheet and the Closing Statement for purposes of their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar daysStatement, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) cooperate with the Representative and its representatives in connection with such review, including providing on a timely basis all other information necessary or useful in connection with the review of the Closing Balance Sheet and the Closing Statement as is reasonably requested by the Representative or its representatives. The Closing Balance Sheet, the Closing Statement and the resulting calculation of Closing Net Working Capital and Closing Indebtedness and the Purchase Price resulting therefrom shall become final and binding upon the parties at 5:00 p.m. Eastern Prevailing Time on the 30th day following the Representative’s receipt thereof unless the Representative gives written notice of its disagreement (a “Notice of Disagreement”) to Buyer prior to such date; provided that the Closing Balance Sheet and the Closing Statement shall become final and binding after such 30 day period with respect to any items not relating to the dispute identified in a Notice of Disagreement; provided further that a Notice of Disagreement may only be based on a claim that the Closing Balance Sheet (or the Closing Statement or the components thereof) was not prepared in accordance, or is otherwise inconsistent, with the terms of this Agreement; provided further that the Closing Balance Sheet, the Closing Statement and the resulting calculation of Closing Net Working Capital and Closing Indebtedness and the Purchase Price resulting therefrom shall become final and binding upon the parties upon the Representative’s delivery, prior to the expiration of the 30-day period, of written notice to Buyer of its acceptance of the Closing Balance Sheet and the Closing Statement. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted, and shall specify the line item or items on the Closing Balance Sheet (or the Closing Statement, as applicable) which the Representative disagrees with and the amount of each such line item or items as calculated by the Representative. (ii) If a timely Notice of Disagreement is delivered by the Representative pursuant to Section 1D(i), then the Closing Balance Sheet and the Closing Statement (as revised in accordance with this Section 1D(ii)), and the resulting calculation of Closing Net Working Capital and Closing Indebtedness and the Purchase Price resulting therefrom, shall become final and binding upon the parties on the earlier of (a) the date any and all matters specified in the Notice of Disagreement are finally resolved in writing by the Representative and Buyer and (b) the date any and all matters specified in the Notice of Disagreement not resolved by the Representative and Buyer are finally resolved in writing by the Arbiter (as defined below). The Closing Balance Sheet and the Closing Statement shall be revised to the extent necessary to reflect any resolution by the Representative and Buyer and any final resolution made by the Arbiter in accordance with this Section 1D(ii). During the 30 days immediately following the delivery of a Notice of Disagreement or such longer period as the Representative and Buyer may agree in writing, the Representative and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement, and all such discussions related thereto shall (unless otherwise agreed by Buyer and the Representative) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. At the end of such 30-day period, the Representative and Buyer shall submit to KPMG LLP (the “Arbiter”) for review and resolution of any and all matters (but only such matters) which remain in dispute and which were included in the Notice of Disagreement, and if KPMG LLP is unwilling or unable to act in such capacity (or is conflicted), then the Representative and Buyer shall attempt to mutually agree on who shall serve as the Arbiter, and if the Representative and Buyer cannot agree upon the Arbiter within ten (10) Business Days after KPMG LLP has given notice that it will not serve as Arbiter, then the Representative and Buyer shall each select, within five days of the end of such 10-day period, a nationally recognized consulting or accounting firm with expertise in financial analysis and the firm selected by the Representative and the firm selected by Buyer shall mutually and promptly (and in any event within five days) select a third nationally recognized consulting or accounting firm with expertise in financial analysis to serve as the Arbiter. Buyer and the Representative shall instruct the Arbiter to, and the Arbiter shall, make a final determination of the items included in the Closing Balance Sheet and the Closing Statement (to the extent such amounts are in dispute) in accordance with the requirements and procedures set forth in this Agreement. Buyer and the Representative will cooperate (and Buyer shall cause the Company to cooperate) with the Arbiter during the term of its engagement. Buyer and the Representative shall instruct the Arbiter not to, and the Arbiter shall not, assign a value to any item in dispute greater than the greatest value for such item claimed assigned by either Party Buyer, on the one hand, or the Representative, on the other hand, or less than the smallest value for such item claimed assigned by either PartyBuyer, on the one hand, or the Representative, on the other hand. The Neutral Auditors' Buyer and the Representative shall also instruct the Arbiter to, and the Arbiter shall, make its determination shall be made within 30 days after their selection based solely on presentations by Buyer and shall the Representative that are in accordance with the guidelines and procedures set forth in a written statement their findings as to this Agreement (i.e., not on the dispute basis of an independent review). The Closing Balance Sheet, the Closing Statement and the resulting computation calculation of Closing Net Working Capital and Closing Indebtedness and the Purchase Price resulting therefrom shall become final and binding on the parties hereto on the date the Arbiter delivers its final resolution in writing to Buyer and the Representative (which final resolution shall be requested by the terms of the actual Adjustment Amount engagement with the Arbiter to Purchaser be not more than 30 days from the date of such engagement and Compostno more than 10 Business Days from the final submission of information and testimony by Buyer and Representative to the Arbiter), and such resolution by the Arbiter shall not be subject to court review or otherwise appealable but shall be enforceable by a court of competent jurisdiction. The Neutral Auditor's determination will be final, binding fees and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery expenses of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined Arbiter pursuant to this Section 3.31D(ii) shall be borne by Buyer, on the one hand, and the Representative, on the other hand, based upon the percentage which the aggregate portion of the contested amount not awarded to each party bears to the aggregate amount actually contested by such party. (iii) If the Estimated Purchase Price is less than the Purchase Price (such shortfall, the “Deficit Amount”), then within five (5) Business Days after the Closing Balance Sheet and the Closing Statement become final and binding on the parties pursuant to this Section 1D, (a) Buyer shall make payment of the Deficit Amount by wire transfer of immediately available funds to the Representative (on behalf of the Sellers) and (b) Buyer and the Representative shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to immediately make payment to, or as directed by, the Representative of an amount equal to the entire amount in the Purchase Price Adjustment Escrow Account. If the Estimated Purchase Price is greater than the Purchase Price (such excess, the “Excess Amount”), then within five (5) Business Days after the Closing Balance Sheet and the Closing Statement become final and binding on the parties pursuant to this Section 1D, Buyer and the Representative shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to immediately make payments in the following order: (x) first, to Buyer, by wire transfer of immediately available funds to, or as directed by, Buyer, an amount equal to the Excess Amount from the Purchase Price Adjustment Escrow Account (and to the extent there are not sufficient funds in the Purchase Price Adjustment Escrow Account, from the General Escrow Account), and (y) second, to the Representative, by wire transfer of immediately available funds to, or as directed by, the Representative, an amount equal to the entire amount then remaining in the Purchase Price Adjustment Escrow Account (if any) after Buyer has first received payment in accordance with clause (x) above. (iv) Any payment pursuant to Section 1D(iii) shall be made together with interest thereon at a rate per annum equal to the rate of interest published by The Wall Street Journal as the “prime rate” at large U.S. money center banks on the Closing Date, calculated on the basis of the number of days elapsed from the Closing Date to the date of payment. Any interest payable by Buyer shall be paid to the Representative. (v) Subject to Section 10I, any amounts received by the Representative pursuant to this Section 1D shall be received for the benefit of the Sellers. (vi) Buyer and the Sellers agree that (a) the payment of the Excess Amount (if any) from the Purchase Price Adjustment Escrow Account and, if applicable, the General Escrow Account as provided in Section 1D(iii) shall be the sole and exclusive remedy for Buyer for payment of the Excess Amount (if any) and (b) the working capital adjustment and indebtedness adjustment provided for in this Section 1D, and the dispute resolution provisions provided for in this Section 1D, shall be the exclusive remedies for the matters addressed therein. For the avoidance of doubt, and without limiting the generality of the foregoing, no claim by Buyer for the payment of the Excess Amount shall be asserted against the Seller Parties.

Purchase Price Adjustment. (a) Prior to Each of the Closing Date, Compost shall deliver Sellers previously has delivered to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount an unaudited balance sheet (the "Estimated Adjustment AmountBase Date Balance Sheet") as of March 31, 1996 (the "Balance Sheet Date"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If , (the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute book value of the Estimated Adjustment AmountAssets included in such balance sheet less the book value of the Assumed Obligations included in such balance sheet is hereinafter referred to as the "Base Date Net Asset Value"). (b) Within 90 45 days after following the ClosingTransfer Date, each of the Purchaser Sellers shall cause the Company to prepare and deliver to Compost Purchaser a balance sheet of the Company as of the Closing Transfer Date (the "Closing Date Balance Sheet"), including together with a computation calculation of the actual Adjustment Amount book value of the Company Assets and Assumed Obligations determined on the same basis as the March 31, 1996, balance sheet (such book value of such Assets less such book value of such Assumed Obligations is hereinafter referred to as the "Closing DateDate Net Asset Value"). The Purchaser and its representatives shall have the right to review all work papers and procedures used to prepare the Base Date Balance Sheet and the Closing Date Balance Sheet and the calculations calculation of Indebtedness the Base Date Net Asset Value and the Closing Date Net Working Capital shall be prepared in accordance with GAAPAsset Value, and shall have the right to perform any other reasonable procedures necessary to verify the extent consistent with GAAPaccuracy thereof. Unless Purchaser, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar 20 days following after delivery to Purchaser of the Closing Date Balance Sheet Compost does not object Sheet, notifies Sellers in writing thereto, Compost shall have been deemed that it objects to have agreed to the Base Date Balance Sheet or the Closing Date Balance Sheet. If Compost objects in writing to Sheet or the computationcalculation of the Base Date Net Asset Value or the Closing Date Net Asset Value, then and specifies the Purchaser basis for such objection, the Base Date Balance Sheet and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees calculation of the Company to the extent required to complete their review of Base Date Net Asset Value and the Closing Date Balance Sheet Net Asset Value shall become final and shall be permitted to review binding upon the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) parties for purposes of this Agreement. If the Purchaser and Compost Sellers are unable to agree on resolve any objections within 10 days after any such notification has been given, the Neutral Auditorsdispute shall be submitted to Coopers & Lybrand, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed L.L.P. (or another nationally recognized public accounting ▇▇▇▇ ▇▇tually agreed upon by the Neutral Auditors will be borne equally by the Purchaser and CompostSellers). The Parties agree Such accounting firm shall make a final and binding determination as to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still matter or matters in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral AuditorSellers agree to cooperate with each other and with each other's determination will be final, binding authorized representatives in order to resolve any and conclusive on the Partiesall matters in dispute as soon as practicable. (c) Within three business 10 days following the agreement on after the Closing Date Balance Sheet setting forth Net Asset Value has been finally determined, the Adjustment Amount or difference, if any, between the delivery Base Date Net Asset Value and the Closing Date Net Asset Value shall be calculated. If the Closing Date Net Asset Value exceeds the Base Date Net Asset Value, then Purchaser shall promptly pay to Joseph A. Bonola (for the account of the Sellers) the amount by whic▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇te Net Asset Value exceeds the Base Date Net Asset Value. If the Base Date Net Asset Value exceeds the Closing Date Net Asset Value, then the Sellers shall promptly join with Purchaser in joint written statement instructions to the Escrow Agent (as defined below) to disburse to Purchaser from the Escrowed Shares (as defined below) the number of shares of Common Stock equal to the amount by which the Base Date Net Asset Value exceeds the Closing Date Net Asset Value. For this purpose, the Escrowed Shares will be valued at $9.00 per share. If the number of Escrowed Shares is not sufficient for Sellers to satisfy its obligations to Purchaser pursuant to the foregoing sentence, Sellers shall promptly pay any shortfall to Purchaser in cash. (d) Purchaser and Sellers, in the aggregate, each shall bear one-half of the Neutral Auditorsfees, costs and expenses of the following excess or deficit amount shall be due and payable: accounting firm retained under subsection (ib) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3resolve any dispute.

Purchase Price Adjustment. (a) Prior to As promptly as practicable, but no later than sixty (60) days, after the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a the Management Shareholders an audited income statement and balance sheet of the Company as of the Closing Date December 31, 1998 (the "Closing Date Balance SheetFinancial Statements"), including together with a computation certificate, signed by the Purchaser, based on such Closing Financial Statements setting forth the Purchaser's calculation of Closing EBITDA. The Management Shareholders and the Company will fully cooperate with the Purchaser and its accountants, PricewaterhouseCoopers LLP, in connection with the preparation of the actual Adjustment Amount Closing Financial Statements. The Purchaser will, and will request PricewaterhouseCoopers LLP to, make available to the Management Shareholders copies of all customary accounting work papers in their respective possession that were prepared in connection with the preparation of the Closing Financial Statements and the calculation of Closing EBITDA. The Closing Financial Statements shall be accompanied by a special purpose report of PricewaterhouseCoopers LLP and shall fairly present the results of operations of the Company as of the Closing Date. The Closing Effective Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent applied on a basis consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of most recent previous application by the Company Financial Statements. in audited financial statements. (b) If the Management Shareholders disagree with the Purchaser's calculation of Closing EBITDA, the Management Shareholders may, within 15 calendar twenty (20) days following after delivery of the Closing Date Balance Sheet Compost does not object Financial Statements, deliver a notice to the Purchaser disagreeing with such calculation and setting forth the Management Shareholders' calculation of such amount, which calculation shall be made in writing theretoaccordance with GAAP. Any such notice of disagreement shall specify those items or amounts as to which the Management Shareholders disagree, Compost and the Management Shareholders shall have been be deemed to have agreed with all other items and amounts contained in the Closing Financial Statements and the calculation of Closing EBITDA delivered pursuant to subsection (a). The Management Shareholders and the Company will, and will request ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP to, make available to the Purchaser copies of all customary accounting work papers in their respective possession that were prepared in connection with the preparation of any notice delivered pursuant to this subsection (b) and the Management Shareholders' calculation of Closing Date Balance Sheet. EBITDA. (c) If Compost objects in writing a notice of disagreement shall be duly delivered pursuant to the computationsubsection (b), then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first Management Shareholders shall, during the fifteen calendar (15) days following such delivery, use their best efforts to reach agreement on the delivery disputed items or amounts in order to determine, as may be required, the amount of Closing EBITDA. If, during such period, the Closing Date Balance Sheet Purchaser and during the period Management Shareholders are unable to reach such agreement, they shall promptly thereafter cause a firm of any dispute within nationally recognized independent public accountants as may be agreed by the contemplation of this Section 3.3(b), Compost Purchaser and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to Management Shareholders (the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted "Accounting Referee") promptly to review this Agreement and the working papersdisputed items or amounts for the purpose of calculating Closing EBITDA. In making such calculation, if anythe Accounting Referee shall conduct its review in accordance with GAAP, of applied on a basis consistent with the Company or most recent application by the Purchaser's Auditors relating to the Closing Date Balance SheetCompany. Purchaser and Purchaser's Auditors The Accounting Referee shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable deliver to the Purchaser and Compost (the "Neutral Auditors")Management Shareholders, as promptly as practicable, a report setting forth its calculation of Closing EBITDA. Such arbitration report shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), final and 11.6(d) of this Agreement. If binding upon the Purchaser and Compost are unable to agree on the Neutral Auditors, then they Management Shareholders. The cost of such review and report shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the PartiesManagement Shareholders. (cd) Within three business days following If the agreement on Final Closing EBITDA is less than Twelve Million Two Hundred Fifty Thousand Dollars ($12,250,000), then the Closing Date Balance Sheet setting forth Company shall amend the Designation Statement, and the Management Shareholders shall cause the Company to amend the Designation Statement, so that the sum of thirty-five and three-tenths percent (35.3%) plus the Adjustment Amount or Percentage, expressed as a decimal, is substituted for 0.353 in the delivery definition of "Conversion Factor" in Article 6 of the written statement of Designation Statement, and any other changes necessary to conform provisions in the Neutral AuditorsDesignation Statement to the foregoing are also made at that time. In such event, the following excess or deficit amount Series A Preferred Shares received by the Purchaser pursuant to the Contemplated Transactions shall be due and payable: (i) if convertible, in the Estimated Adjustment Amount less aggregate, into that number of shares of Company Common Stock equal to 35.3% plus the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3Percentage.

Purchase Price Adjustment. (a) Prior As of a mutually agreed-upon date not to exceed 5 business days prior to the Closing Date, Compost shall deliver to Purchaser Seller will cause a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate physical count of the Indebtedness inventory to be taken, at which Buyer and Net Working Capital its representatives and accountants may be present and participate. The quantities of inventory per this physical count will be valued at the lower of average cost (which approximates first-in, first- out) or market (where market does not exceed net realizable value) and inventory is to be considered on a part number basis in reaching such determinations regarding the lower of cost or market. Following such physical inventory, Seller shall prepare and present to Buyer a Purchase Price Adjustment Statement (the "Purchase Price Adjustment Statement") by 8:00 AM Central Standard Time on the day immediately preceding the Closing Date which will reflect the dollar value of the Company's Excess Inventory, Obsolete Inventory, if available, Book- to-Physical Inventory Adjustment, as of the Closing Date as well as a computation date of the estimated physical inventory, and Aged Accounts Receivable Adjustment, as of the day immediately preceding the presentation of the Purchase Price Adjustment Amount (the "Estimated Adjustment Amount")Statement. The worksheet Purchase Price Adjustment Statement shall be prepared by Compost also include footnotes which provide detailed descriptions and accepted by Purchaser in its reasonable discretioncalculations regarding the amount of Excess Inventory, Obsolete Inventory, Book-to-Physical Inventory Adjustment and Aged Accounts Receivable Adjustment. If the Estimated values for Excess Inventory and Obsolete Inventory are not available on the day immediately preceeding the Closing Date, a supplemental Purchase Price Adjustment Amount is a positive numberStatement containing Excess Inventory and Obsolete Inventory values shall be submitted by Seller to Buyer within 10 business days after the Closing Date, together with Seller's wire transfer to Buyer of immediately available funds in the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment AmountExcess Inventory and Obsolete Inventory values reflected thereon. (b) Within 90 Buyer and its representatives and accountants shall have the right to review the workpapers of Seller and its accountants used in preparing and auditing the Purchase Price Adjustment Statement referred to in Section 1.04(a) hereof, and shall have full access to the books, records, working papers and personnel of Seller and Seller's accountants for purposes of reviewing the accuracy and fairness of presentation of the Purchase Price Adjustment Statement. The Purchase Price Adjustment Statement shall be binding upon each of Buyer and Seller for all purposes unless Buyer and its representative and independent accountants gives written notice of disagreement with any of said values or amounts within thirty (30) days after the Closingreceipt by Buyer of such Purchase Price Adjustment Statement specifying in reasonable detail, insofar as possible, the Purchaser shall cause nature and extent of such disagreement. If Buyer and Seller are unable to resolve any such disagreement within thirty (30) days after Buyer gives Seller notice thereof, the Company to prepare and deliver to Compost a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital disagreement shall be prepared in accordance with GAAP, and referred for final determination to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papersDeloitte & Touche LLP or, if anysuch firm declines to act, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent any other accounting firm of national reputation mutually as may be reasonably acceptable to Buyer and Seller. Buyer and Seller may submit to such accounting firm any facts which they deem relevant to the Purchaser determination, and Compost (the "Neutral Auditors")determination of such accounting firm shall be conclusive, non-appealable and binding upon Buyer and Seller for all purposes. Such arbitration accounting firm shall resolve any disputes in an informal proceeding with rules to be governed established by such firm. Buyer and Seller agree that judgment may be entered upon the rules provided determination of such accounting firm in Sections 11.6(a), 11.6(b), 11.6(c), any court having jurisdiction over the party against which such determination is to be enforced. Seller and 11.6(d) of this Agreement. If Buyer shall each pay the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment disbursements of their respective internal and independent accountants and other personnel incurred in the initial preparation, review and final determination of the Neutral Auditors Purchase Price Adjustment Statement. The fees and disbursements of the work, if any, accounting firm to be performed by the Neutral Auditors will which any disagreement is referred to above shall be borne equally by the Purchaser Seller and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the PartiesBuyer. (c) Within three business days following As used in this Agreement, "Excess Inventory" means the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery sum of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if to the Estimated Adjustment extent the Stated Inventory Amount less (as defined below) is between 100% and 200% of the Adjustment Normal Usage Amount is a positive number(as defined below), 50% of the Purchaser shall pay Compost a cash payment equal to such excess or amount that the Stated Inventory Amount exceeds the Normal Usage Amount and (ii) 100% of the amount, if any, by which the Estimated Adjustment Stated Inventory Amount exceeds 200% of the Normal Usage Amount, in each case determined on the basis of the physical count of the inventory to be taken in accordance with Section 1.04(a) hereof. "Stated Inventory Amount" means the dollar value of the Company's inventory on a part number basis as of the date of completion of the physical count of inventory to be taken pursuant to Section 1.04(a) hereof, prior to adjustment for Excess Inventory or Obsolete Inventory. "Normal Usage Amount" means the quantity of inventory valued at the lower of average cost (which approximates first-in, first-out) or market considered on a part number basis, used by the Company in the ordinary course of business for the twelve months ended November 30, 1996, PROVIDED, HOWEVER, that Normal Usage Amount for a new product that was first sold less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal than twelve months prior to such deficit. Any such excess or deficit payment Closing shall be due and payable within three (3) business days the reasonably anticipated usage for the twelve months after Closing. "Obsolete Inventory" means 100% of any portion of the Adjustment Stated Inventory Amount is as may be determined to be obsolete, unmerchantable or otherwise below standard quality. "Book-to- Physical Inventory Adjustment" means the amount by which the dollar value of the Company's inventory reflected on the Company's inventory records as of the date of the physical inventory, taken pursuant to this Section 3.3.1.04(a) hereof, exceeds or is less than the aggregate Stated

Purchase Price Adjustment. (a) Prior to Within 45 days after the Closing Date, Compost Parent shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost Shareholder a balance sheet of (the “Closing Date Balance Sheet”) for the Company as of the close of business on the Closing Date (determined on a pro forma basis as though the "Closing Date transactions contemplated by this Agreement had not occurred and in accordance with GAAP applied on a basis consistent with the preparation of the Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet will include a determination of the Net Worth as of the close of business on the Closing Date (the “Closing Date Net Worth”). Parent will make the workpapers and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those back-up materials used in preparation of preparing the Company Financial Statements. If within 15 calendar days following delivery Closing Date Balance Sheet available to Shareholder and Shareholder’s accountants and other representatives at reasonable times and upon reasonable notice during (i) the review by Shareholder of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed and (ii) the resolution by Parent and Shareholder of any objections to the Closing Date Balance Sheet. For clarification purposes only, Schedule 3.2 provides an example of the calculation of the Closing Date Net Worth based on the Balance Sheet. (b) If Compost objects Shareholder has any objections to the Closing Date Balance Sheet or the Closing Date Net Worth, Shareholder shall deliver a detailed statement describing such objections to Parent in writing to within 20 days after receiving the computation, then the Purchaser Closing Date Balance Sheet. Parent and Compost shall negotiate Shareholder will attempt in good faith and attempt to resolve their disagreementany such objections. Within If Parent and Shareholder do not reach a resolution of all objections within 30 days after Parent has received the first fifteen calendar days following statement of objections, Parent and Shareholder will select a mutually acceptable accounting firm to resolve any remaining objections. If Parent and Shareholder are unable to agree on the delivery choice of an accounting firm, they will select a nationally recognized accounting firm by lot (after excluding the regular outside accounting firms of Parent, the Company and the Surviving Company). The accounting firm will determine, in accordance with GAAP applied on a basis consistent with the preparation of the Balance Sheet, the amounts to be included in the Closing Date Balance Sheet and during the period Closing Date Net Worth. Each party shall provide the accounting firm, within 15 days of any dispute within its selection, with a definitive statement of the contemplation position of such party with respect to each unresolved objection and will advise the accounting firm that the parties accept the accounting firm as the appropriate Person to interpret this Section 3.3(b), Compost and other representatives Agreement for all purposes relevant to the resolution of Compost shall have reasonable the unresolved objections. Parent will provide the accounting firm access during normal business hours to all relevant the books and records and employees of the Company Company. Parent and Shareholder shall use their best efforts to cause the extent required accounting firm to complete their carry out a review of the unresolved objections and prepare a written statement of its determination regarding each unresolved objection within 30 days of its appointment. The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the parties. Parent will revise the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, determination of the Company or Closing Date Net Worth as appropriate to reflect the Purchaser's Auditors relating resolution of any objections to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted Sheet pursuant to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the PartiesSection 3.2. (c) If Parent and Shareholder submit any unresolved objections to an accounting firm for resolution as provided in this Section 3.2, the fees, costs and expenses of the accounting firm and the out of pocket costs and expenses (including legal fees and costs) shall be allocated to and borne by Parent and Shareholder as determined by the accounting firm. (d) Within three business days following 10 Business Days after the agreement date on which the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount Net Worth is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is finally determined pursuant to this Section 3.33.2: (i) If the Closing Date Net Worth exceeds the Base Net Worth (the amount of such excess, the “Excess Net Worth”), Parent will pay Shareholder an aggregate amount equal to the Excess Net Worth. (ii) If the Closing Date Net Worth is less than the Base Net Worth, (the amount of such deficiency, the “Net Worth Shortfall”), Shareholder will pay Parent an aggregate amount equal to the Net Worth Shortfall. (iii) All payments to be made pursuant to this Section 3.2 will be promptly made by wire transfer of immediately available funds to the accounts designated by Parent or Shareholder, as applicable.

Purchase Price Adjustment. (a) Prior to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the ClosingClosing Date, the Purchaser Buyer shall cause the Company Ernst & Young LLP to prepare and deliver to Compost TRW a balance sheet of the Company dated as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, consistently applied, as interpreted by the Supplemental Accounting Principles and to the extent in a manner consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial StatementsReference Balance Sheet (the “Closing Balance Sheet”). If within 15 calendar days following delivery TRW shall cause its and its Affiliates’ respective officers and employees to fully cooperate and assist Buyer and its representatives in connection with the preparation of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. The “Adjustment Amount” (which may be a negative value) shall be an amount equal to the difference between the Net Asset Value set forth on the Closing Balance Sheet and the Net Asset Value set forth on the Reference Balance Sheet. (b) If Compost objects TRW disagrees with the determination of the Adjustment Amount, TRW shall notify Buyer in writing to of such disagreement within the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days 30-day period immediately following the delivery of the Closing Date Balance Sheet Sheet, which notice shall describe the specific nature of any such disagreement and during provide reasonable supporting documentation for such disagreement; provided, however, TRW shall not disagree with any valuation made by Buyer which has been made in accordance with GAAP, as interpreted by the Supplemental Accounting Principles. During the 30-day period of any dispute within the contemplation of this Section 3.3(b)its review, Compost and other representatives of Compost TRW shall have reasonable access during normal business hours to all relevant books and records and employees of any documents, schedules or work papers used in the Company to the extent required to complete their review preparation of the Closing Date Balance Sheet. TRW agrees that any failure by it to notify Buyer of any such disagreement prior to end of the 30-day period immediately following the delivery of the Closing Balance Sheet shall be deemed to be an acceptance by TRW of the Closing Balance Sheet and shall be permitted constitute a complete waiver of any right of TRW to review dispute such Closing Balance Sheet and Adjustment Amount for purposes of this Agreement. (c) Buyer and TRW agree to negotiate in good faith to resolve any such disagreement regarding the working papers, if any, determination of the Company or Adjustment Amount, and any resolution of such disagreement agreed to in writing by Buyer and TRW shall be final and binding upon the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost parties and their representatives in facilitating successors and assigns. If Buyer and TRW are unable to resolve such review. Should disagreement identified by TRW pursuant to Section 2.6(b) within 30 days after delivery to Buyer of written notice of such negotiations not result in an agreement within 20 calendar daysdisagreement by TRW, then the matter disputed matters shall be submitted referred for final determination to arbitration by PriceWaterhouseCoopers. If PriceWaterhouseCoopers is unable or unwilling to serve, Buyer and TRW shall jointly select an independent arbitrator from an internationally recognized accounting firm of national reputation mutually acceptable to that is not the Purchaser independent auditor for either Buyer or TRW; provided, however, that if Buyer and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost TRW are unable to agree select such an accounting firm within 45 days after delivery of written notice of a disagreement, the Center for Public Resources shall make such selection. (PriceWaterhouseCoopers or the internationally recognized accounting firm so selected shall be referred to herein as the “Accounting Arbitrator”). The Accounting Arbitrator shall only consider those items and amounts as to which Buyer and TRW have disagreed within the time periods and on the Neutral Auditors, then they terms specified above and shall request resolve the American Arbitration Association to appoint matter in accordance with the Neutral Auditors. All fees terms and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and the Ancillary Agreements. The Accounting Arbitrator is expressly limited to the selection of either TRW’s or Buyer’s position on a disputed item (yor a position in between the positions of TRW or Buyer) and it shall thus select as a resolution for each disputed matter the position of either Buyer or TRW (or a position in between the positions of TRW or Buyer) (based solely on presentations and supporting material provided by the parties and not pursuant to any independent review) and the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Partyimpose an alternative resolution outside those bounds. The Neutral Auditors' determination Accounting Arbitrator shall be made deliver to Buyer and TRW, as promptly as practicable and in any event within 30 45 days after their selection and shall set forth in its appointment, a written statement their findings as to report setting forth the dispute resolution of each disputed matter and the resulting computation its determination of the actual Adjustment Amount to Purchaser and Compostdetermined in accordance with the terms of this Agreement. The Neutral Auditor's determination will Such report shall be final, non-appealable and binding upon the parties to the fullest extent permitted by applicable law and conclusive on may be enforced in any court having competent jurisdiction. The 45-day period for delivering the Partieswritten report may be extended for up to 30 days for good cause by the mutual written consent of the parties or by the Accounting Arbitrator at its sole discretion. The fees, expenses and costs of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by TRW. (cd) Within three business days following If and to the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less extent the Adjustment Amount is not zero, as finally determined after the procedures set forth in this Section 2.6, the Purchase Price shall be increased on a dollar for dollar basis by the amount of the Adjustment Amount if a positive number, the Purchaser shall pay Compost or decreased on a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less dollar for dollar basis by the Adjustment Amount is if a negative number, Compost as the case may be. If the Purchase Price is decreased as a result of the purchase price adjustment mechanism set forth in this Section 2.6, TRW shall pay to Buyer the Purchaser amount of such decrease along with interest accrued thereon, and if the Purchase Price is increased as a cash payment result of the purchase price adjustment mechanism set forth in this Section 2.6, Buyer shall pay to TRW the amount of such increase along with interest accrued thereon, in either case, by delivery within two (2) Business Days of such determination. Interest on the amount of such increase or decrease shall accrue at a rate equal to such deficitdaily average one month LIBOR plus one percent (1%) commencing on the Closing Date. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined All payments pursuant to this Section 3.32.6(d) shall be made by wire transfer of same day funds to an account designated by TRW or Buyer, as the case may be, within two (2) Business Days of such determination.

Purchase Price Adjustment. (a) Prior The Purchase Price shall be adjusted on a dollar for dollar basis, upward or downward, to account for the difference between the Closing Date Net Tangible Asset Value and the June 30, 1995 Net Tangible Asset Value (the "Purchase Price Adjustment"). The Purchase Price Adjustment shall be equal to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as value of the Closing Date Net Tangible Asset Value (as well as a computation of finally determined in accordance with this Section 2.05) minus the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive numberJune 30, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount1995 Net Tangible Asset Value. (b) Within 90 sixty (60) days after following the ClosingClosing Date, Parent shall cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP to prepare, and Parent shall deliver to Purchaser, the Purchaser shall cause the Company to prepare Closing Date Balance Sheet and deliver to Compost a balance sheet of the Company as calculation of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing DateNet Tangible Asset Value. The Closing Date Balance Sheet shall include appropriate footnotes thereto, including a footnote specifically identifying the categories of liabilities that make up the Contingency Reserves. Purchaser shall cause the Designated Purchasers to afford to Parent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Parent's counsel, employees and other representatives access upon request during normal business hours during such sixty (60)-day period to all the calculations properties, books, contracts, commitments, Tax Returns and records of Indebtedness and Net Working Capital shall be prepared in accordance with GAAPthe Business (whether intercompany or intracompany), and during such period shall furnish promptly to Parent or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP any information concerning the extent consistent with GAAPBusiness (whether intercompany or intracompany) as Parent or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP may reasonably request, using in each case for the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation purpose of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to preparing the Closing Date Balance Sheet. If Compost objects . (c) Unless Purchaser notifies Parent in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar within sixty (60) days following the delivery after receipt of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review Parent's calculation of the Closing Date Balance Sheet Net Tangible Asset Value that Purchaser objects to the calculation of such Closing Date Net Tangible Asset Value, and shall be permitted to review specifies in reasonable detail the working papersbasis for such objection and the amount in dispute (the "Notice of Objection"), if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser Net Tangible Asset Value shall become final and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then binding upon the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment parties for purposes of the Neutral Auditors and the work, if any, Purchase Price Adjustment to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.this

Purchase Price Adjustment. Notwithstanding anything to the contrary in this Agreement, the Purchase Price shall be adjusted after the Closing in the event that (a) Prior to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital Liabilities exceed Assets as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. or (b) Within 90 days after the ClosingTax Attribute Value as of the Closing Date is less than $221,200. Bridgeware, or if prepared following the Closing Date, the Purchaser Sellers, shall cause the Company to prepare and deliver to Compost a balance sheet of the Company for Bridgeware as of the Closing Date (the "Closing Date Balance Sheet"), including a computation ) and an estimate of the actual Adjustment Amount of the Company Tax Attribute Value as of the Closing Date. The , each within 30 days following the Closing Date Balance Sheet so as to determine the amount of Liabilities and Assets and the calculations of Indebtedness and Net Working Capital Tax Attribute Value. Pricewaterhouse Coopers LLP shall be prepared audit (in accordance with GAAP, and to the extent consistent with GAAP, using the same generally accepted accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of principles consistently applied) the Closing Date Balance Sheet and during confirm the period of any dispute within Tax Attribute Value as soon as practicable following the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees Closing but in no event later than 90 days following the Closing Date. In the event that the audited Closing Date Balance Sheet indicates that Liabilities exceed Assets as of the Company Closing Date, the Purchase Price shall be adjusted downward on a dollar-for-dollar basis by an amount equal to (i) the extent required to complete their review amount by which the Liabilities exceed the Assets as of the Closing Date Balance Sheet and shall be permitted to review (ii) the working papers, if any, amount by which the Tax Attribute Value as of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheetis less than $221,200. Purchaser If the parties agree with the results of the audit by Pricewaterhouse Coopers LLP, they shall indicate their agreement by notifying the Escrow Agent in writing within 30 days after delivery of the audit results to the parties, and Purchaser's Auditors the audit results and adjustment to the Purchase Price shall cooperate thereupon become final. If no party disputes the audit results by delivering written notice to the other parties within 30 days after delivery of the audit results to the parties, the adjustment to the Purchase Price shall be final. Notwithstanding any other provision of this Agreement, in the event there is a dispute with Compost respect to the audit by Pricewaterhouse Coopers LLP and their representatives the adjustment to the Purchase Price to be made pursuant to this Section 1.03, the disputing party shall provide written notice to the other parties stating in facilitating reasonable detail the basis on which he, she or it, as the case may be, disputes the audit results and Purchase Price adjustment. Such written notice shall be delivered within 30 days after delivery of the audit results to the parties. In the event of such reviewdispute, the parties shall attempt in good faith to resolve the dispute and shall, if they agree, deliver to the Escrow Agent written notice of the agreed upon adjustment to the Purchase Price in accordance with the terms of the Escrow Agreement, and the Purchase Price adjustment shall thereupon become final. Should such negotiations not result in If the parties are unable to agree upon an agreement adjustment to the Purchase Price within 20 calendar days15 days following delivery of the notice of dispute as provided above, then either party may, by written notice to the other, submit the matter shall be submitted for resolution to arbitration by an independent a nationally recognized accounting firm of national reputation (other than Pricewaterhouse Coopers LLP or KPMG Peat Marwick) mutually acceptable to the Purchaser parties and Compost (with which neither Bridgeware nor the "Neutral Auditors")Acquiror has a prior or anticipated relationship. Such arbitration In the event that neither party submits the matter for resolution as provided herein within 45 days after delivery of the notice of dispute as provided above, the audit results of Pricewaterhouse Coopers LLP and the Purchase Price adjustment as a result thereof shall become final. In the event that the dispute is submitted to a third party accounting firm as provided above, such third party accounting firm shall promptly render its decision based only upon the written submissions of each of the parties and written responses of the parties to such questions as the accounting firm deems relevant or appropriate in its sole judgment. The questions shall be governed by addressed jointly to the rules provided in Sections 11.6(a), 11.6(b), 11.6(c)parties. All parties agree to cooperate with the selected third party accounting firm, and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed determination by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination firm shall be made within 30 days after their selection following the submission to it of the dispute. The third party accounting firm shall deliver written notice of its determination to the Acquiror, the Sellers' Representative and the Escrow Agent. The third party accounting firm's decision shall be deemed to be an arbitration for all purposes under this Agreement and shall set forth be final and binding upon the parties for all purposes. In the event that it is determined by the third party accounting firm that an adjustment in a written statement their findings as to an amount in excess of $10,000 is required, the party against whom the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost resolved shall pay the Purchaser a cash payment equal fees of the third party accounting firm; otherwise, the party that submitted the dispute to such deficit. Any such excess or deficit payment the third-party accounting firm shall be due and payable within three (3) business days after pay the Adjustment Amount is determined pursuant to this Section 3.3fees of the firm.

Purchase Price Adjustment. Following the closing of Skyworks’ purchase of 66% FilterCo’s stock from Panasonic described in the Stock Purchase Agreement (athe “Closing”), the Purchase Price will be increased or decreased by a post-Closing adjustment whereby a Closing net assets calculation will be determined in accordance with Schedule III attached hereto (and is made a part of the Stock Purchase Agreement as Schedule 2.6(b)) Prior to (“Purchase Price Adjustment”). Schedule III attached hereto shows the estimated Closing Datebalance sheet of the consolidated Filter Business for this Purchase Price Adjustment calculation (the “Target Closing Balance Sheet for PPA”) and the target Closing net assets for this Purchase Price Adjustment calculation (the “Target Closing Net Assets for PPA”) and, Compost as a non-binding reference, an example of a hypothetical actual Closing balance sheet for the purpose of this Purchase Price Adjustment calculation. Within 90 calendar days following the Closing, Skyworks shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate the actual Closing balance sheet for this Purchase Price Adjustment calculation (the “Actual Closing Balance Sheet for PPA”) and its calculation of the Indebtedness and Net Working Capital as of the actual Closing Date as well as a computation of the estimated Adjustment Amount net assets (the "Estimated Adjustment Amount"“Actual Closing Net Assets for PPA”). The worksheet shall be prepared by Compost and accepted by Purchaser Stock Purchase Agreement includes an expedited process for resolving disputes with respect to the final determination of the actual Closing net assets with Panasonic having 90 calendar days after its receipt of Skyworks’ calculation of the actual Closing net assets to provide written notice of objection, the parties negotiating in its reasonable discretiongood faith for 30 calendar days following receipt of any such objection and, if no resolution is reached, referral to an independent valuation firm for a binding determination. If the Estimated Adjustment Amount is a positive numberfinal Actual Closing Net Assets for PPA exceed the Target Closing Net Assets for PPA, the amount payable in cash at Closing shall be decreased in Skyworks will pay an amount equal to the Estimated Adjustment Amountexcess to Panasonic. If the Estimated Adjustment amount is a negative numberfinal Actual Closing Net Assets for PPA are less than the Target Closing Net Assets for PPA, the amount payable in cash at Closing shall be increased in Panasonic will pay to Skyworks an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Dateshortfall. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation payment of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination Purchase Price Adjustment shall be made within in US Dollars as converted from Japanese Yen to US Dollars based on the average exchange rate for the 30 calendar days after their selection and shall set forth in a written statement their findings as ending on the date prior to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the PartiesClosing. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. (a) Prior to the Closing Date, Compost shall deliver the Company delivered to Purchaser a worksheet which shall be attached as Exhibit B hereto, written statement (the “Estimated Closing Statement”) setting forth a reasonable its good faith written estimate of Closing Cash, Closing Debt, Unpaid Transaction Costs and Closing Working Capital, in each case determined in accordance with GAAP applied on a basis consistent with the Indebtedness and Net Working Capital as application of such principles in the preparation of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount")Balance Sheet. The worksheet shall be prepared Estimated Closing Statement was accompanied by Compost and accepted a certificate executed by Purchaser in its reasonable discretion. If the Company’s Chief Financial Officer to the effect that the Estimated Adjustment Amount is a positive number, the amount payable Closing Statement was prepared in cash at Closing shall be decreased good faith in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amountaccordance with this Section 1.3(a). (b) Within 90 The Purchase Price payable on the Closing Date shall be calculated in accordance with Section 1.2 as if Sellers’ estimate of Closing Cash, Closing Debt, Unpaid Transaction Costs and Closing Working Capital set forth in the Estimated Closing Statement was the actual amount of Closing Cash, Closing Debt, Unpaid Transaction Costs and Closing Working Capital. The Purchase Price as so estimated is referred to herein as the “Estimated Purchase Price.” (c) On or prior to the date that is ninety (90) days after following the ClosingClosing Date, the Purchaser shall cause the Company to will prepare and deliver to Compost the Sellers’ Representative a balance sheet of the Company as of the Closing Date statement (the "“Final Closing Date Balance Sheet")Statement”) setting forth Purchaser’s calculation of (i) Closing Cash, including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Debt, Unpaid Transaction Costs and Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared Capital, in each case determined in accordance with GAAP, and to the extent GAAP applied on a basis consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used application of such principles in the preparation of the Company Financial StatementsBalance Sheet, and (ii) the Purchase Price. If within 15 calendar days following delivery The Sellers’ Representative will cooperate with Purchaser and provide to it such information as Purchaser may reasonably request, in each case in connection with Purchaser’s preparation of the Final Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to Statement. (d) Upon the Closing Date Balance Sheet. If Compost objects in writing to Sellers’ Representative’s written request and after the computation, then the execution by Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery Sellers’ Representative of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an a customary confidentiality agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to such parties, Purchaser shall make available to the Sellers’ Representative a complete copy of all work papers and other books, records, documents and instruments utilized or relied on by Purchaser and Compost (in the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment preparation of the Neutral Auditors Final Closing Statement. The Sellers’ Representative shall notify Purchaser in writing within thirty (30) days after the Sellers’ Representative’s receipt of the Final Closing Statement that the Sellers’ Representative accepts for and on behalf of Sellers the workFinal Closing Statement or, alternatively, that there is a dispute (a “Dispute Notice”) as to any item reflected thereon. The Dispute Notice will set forth the Sellers’ Representative’s objections on behalf of Sellers, if any, to be performed the Final Closing Statement in reasonable detail. The failure by the Neutral Auditors will Sellers’ Representative to give Purchaser a Dispute Notice within such period shall be borne equally deemed to constitute Sellers’ acceptance of the Final Closing Statement. After delivery of a Dispute Notice by the Purchaser and Compost. The Parties agree Sellers’ Representative that there is a dispute as to execute a any item reflected in the Final Closing Statement, the parties will use reasonable engagement letter efforts to resolve such dispute, but if requested such dispute cannot be resolved by the Neutral Auditors. The Neutral Auditors parties within thirty (30) days after the Sellers’ Representative delivers a Dispute Notice, such dispute shall act as an arbitrator be referred to determine those issues still in disputeKPMG LLP (the “Selected Accountants”). In resolving any disputed item, the Neutral Auditors Selected Accountants (xi) shall be bound by the provisions of this Agreement Section 1.3 and the definitions of Closing Cash, Closing Debt, Unpaid Transaction Costs and Closing Working Capital; (ii) shall limit their review to the disputed items submitted to the Selected Accountants for resolution and not otherwise investigate matters independently; and (yiii) may not assign shall further limit their review of the disputed item(s) solely to whether the Final Closing Statement has been prepared in accordance with this Section 1.3 or contains any mathematical or clerical error. The determination of any disputed items cannot, however, be in excess of, or less than, the greatest or lowest value, respectively, claimed for any such item in the Final Closing Statement or the Dispute Notice. The determination of the Selected Accountants shall be final, conclusive and binding on each party and shall be deemed to be a value final arbitration and non‑appealable award that is binding on each of the parties, and no party shall seek further recourse to courts or other tribunals with respect to any item greater disputed item(s) submitted to the Selected Accountants, other than to enforce the greatest value for Selected Accountants’ calculation and determination of such item claimed disputed item(s). One‑half of the fees and expenses of the Selected Accountants shall be borne by either Party or the Indemnifying Sellers and one‑half shall be borne by Purchaser. (e) If the Purchase Price as finally determined (i) is less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination Estimated Purchase Price, the Indemnifying Sellers shall be made within 30 days after their selection and shall set forth in a written statement their findings as pay to Purchaser an amount equal to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be finalshortfall, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) is more than the Estimated Purchase Price, Purchaser shall pay to the Indemnifying Sellers an amount equal to the excess. Any such payment pursuant to the immediately preceding sentence will be made by wire transfer of immediately available funds, to an account or accounts designated by Purchaser or the Indemnifying Sellers, as applicable, in writing to the other party on the later of (x) the fifth (5th) Business Day after acceptance by the Sellers’ Representative of the Final Closing Statement or (y) the fifth (5th) Business Day following resolution (as contemplated by paragraph (d) above) of any dispute concerning the Final Closing Statement; provided, however, that if the Estimated Adjustment Amount less parties are disputing the Adjustment Amount final calculation of the Purchase Price, to the extent part of any payment that would be payable pursuant to this paragraph (e) is a negative numbernot in dispute, Compost the payor shall pay the Purchaser a cash amount that is not in dispute on the date the payment equal would otherwise be due, as provided above, but for such dispute, by wire transfer of immediately available funds to such deficitan account or accounts designated by the recipient. Any such excess or deficit payment shall Up to One Million Dollars ($1,000,000) of any payments required to be due and payable within three (3) business days after made by the Adjustment Amount is determined Indemnifying Sellers pursuant to this Section 3.31.3 shall be made from the Escrow Fund in accordance with Section 1.5 and the terms and conditions of the Escrow Agreement, and any amounts required to be paid by the Indemnifying Sellers pursuant to this Section 1.3 in excess of the lower of (A) One Million Dollars ($1,000,000) and (B) the remaining balance of the Escrow Fund shall be paid directly by the Indemnifying Sellers on a joint and several basis. All payments made pursuant to this paragraph (e) shall be accompanied by interest calculated at the rate of three percent (3.0%) per annum on such payment from the Closing Date through (but excluding) the date such payment is made.

Purchase Price Adjustment. (a) Prior to As soon as reasonably practicable following the Closing Date, Compost and in any event within ninety (90) calendar days thereof, Summit shall deliver cause to Purchaser be prepared and delivered to Buyers a worksheet consolidated balance sheet of the Partnership and its Subsidiaries (the “Closing Balance Sheet”), which shall be attached as Exhibit B hereto, setting forth include a reasonable estimate of the Indebtedness and Net Working Capital as calculation of the Closing Date as well as a computation R/CL, the Closing Cash and the Closing Indebtedness. The Closing Balance Sheet shall apportion each of the estimated Adjustment Amount (Closing R/CL, Closing Cash and Closing Indebtedness between the "Estimated Adjustment Amount")U.S. Business and the Non-U.S. Business in accordance with the underlying items that are attributable primarily to the U.S. Business and the Non-U.S. Business. To the extent any underlying item is not attributable to the U.S. Business or the Non-U.S. Business, such item shall be apportioned between the U.S. Business and the Non-U.S. Business in the manner set forth on the Allocation Statement. The worksheet shall Closing Balance Sheet and such calculations of Closing R/CL, Closing Cash and Closing Indebtedness will be prepared by Compost and accepted by Purchaser in its reasonable discretion. If a manner consistent with the Estimated Adjustment Amount is a positive number, application of GAAP in the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value preparation of the Estimated Adjustment AmountFinancial Statements. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as Upon delivery of the Closing Date Balance Sheet and upon request of Buyers, the GP shall (without limitation of any additional rights of inspection or similar rights provided to Buyers under the "Closing Date Balance Sheet"Amended Partnership Agreement), including a computation cause the Partnership to provide Buyers and their advisors with reasonable access to the employees, books and records *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION *** of the actual Adjustment Amount of Partnership and their Subsidiaries to the Company as extent reasonably related to Buyers’ evaluation of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery calculation of the Closing Date Balance Sheet Compost does not object in writing theretoR/CL, Compost Closing Cash and Closing Indebtedness. Buyers shall have been deemed to have agreed to provide Summit with a written notice of any disagreement with the Closing Date Balance Sheet, the Closing R/CL, Closing Cash or Closing Indebtedness within twenty (20) calendar days after its receipt of the Closing Balance Sheet. If Compost objects in writing no notice of disagreement is provided by Buyers on or prior to the computationclose of business on the last day of such twenty (20) calendar day period, the Closing Balance Sheet and calculation of Closing R/CL, Closing Cash and Closing Indebtedness shall be deemed accepted by Buyers and shall be final, conclusive and binding on the parties. If any such notice of disagreement is timely provided, Buyers and the Summit shall use their commercially reasonable efforts for a period of fifteen (15) calendar days (or such longer period as they may mutually agree in writing) to resolve any disagreements with respect to the calculation of the Closing R/CL, Closing Cash or Closing Indebtedness. If, at the end of such period, they are unable to resolve such disagreements, then the Purchaser Independent Accounting Firm shall resolve any remaining disagreements. Buyers and Compost Summit shall negotiate use their commercially reasonable efforts to cause the Independent Accounting Firm to review those items remaining in good faith and attempt to resolve their disagreement. Within the first fifteen dispute as promptly as practicable, but in any event within twenty (20) calendar days following the delivery of the Closing Date Balance Sheet date on which such dispute is referred to the Independent Accounting Firm. The Independent Accounting Firm will review only those items and during amounts specifically set forth and objected to in the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees notice. The scope of the Company disputes to be arbitrated by the extent required Independent Accounting Firm is limited to complete their review (i) whether the calculations of Closing R/CL, Closing Cash and Closing Indebtedness were done in a manner consistent with GAAP (applied on a basis consistent with the preparation of the Financial Statements) and this Agreement, and (ii) whether there were mathematical errors in determining the Closing Date Balance Sheet R/CL, Closing Cash or Closing Indebtedness; and the Independent Accounting Firm is not to make any other determination. The Independent Accounting Firm shall be permitted instructed that (x) with respect to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) of this Agreement. If the Purchaser and Compost are unable to agree on the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any each disputed item, the Neutral Auditors (x) Independent Accounting Firm’s determination shall be bound within the range established by (1) the provisions Closing Balance Sheet or calculation of this Agreement Closing R/CL, Closing Cash or Closing Indebtedness, as applicable, prepared by Summit and (2) Buyers’ notice of disagreement, and (y) may not assign it shall make its calculations in a value to any item greater than manner consistent with the greatest value for such item claimed by either Party or less than application of GAAP applied on a basis consistent with the smallest value for such item claimed by either Partypreparation of the Financial Statements. The Neutral Auditors' determination fees, costs and expenses of the Independent Accounting Firm shall be made within 30 days after their selection allocated between Buyers and Summit so that the amount of fees, costs and expenses paid by Buyers (with the remainder of such amount being paid by Summit) shall be equal to the product of (A) and (B), where (A) is the aggregate amount of such fees, costs and expenses, and where (B) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Buyers (as determined by the Independent Accounting Firm) and the denominator of which is the total value in dispute. The determination of the Independent Accounting Firm shall be set forth in a written statement their findings as delivered to the dispute Buyers and the resulting computation of the actual Adjustment Amount to Purchaser Summit and Compost. The Neutral Auditor's determination will shall be final, conclusive and binding and conclusive on the Parties. (c) Within three business days following the agreement parties, absent fraud or manifest error. The date on which the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral AuditorsR/CL, the following excess or deficit amount shall be due Closing Cash and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is Closing Indebtedness are all finally determined pursuant to in accordance with this Section 3.32.5 is hereinafter referred to as the “Determination Date.”

Purchase Price Adjustment. (a) Prior At least three (3) Business Days prior to the Closing Date, Compost : (i) The Seller shall deliver to Purchaser the Buyer the Estimated Closing Balance Sheet and a worksheet which shall be attached as Exhibit B hereto, schedule setting forth a reasonable estimate of the Indebtedness and Estimated Net Working Capital as of and the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount")Working Capital Adjustment. The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and in a manner consistent with past practice of the Company. (ii) Before the Closing, the Seller and the Buyer shall in good faith mutually determine the Estimated Working Capital Adjustment. (b) Following the Closing Date, the Purchase Price shall be adjusted as set forth below: (i) The Buyer shall prepare and deliver to the extent Seller, within sixty (60) days after the Closing Date, the Actual Closing Balance Sheet, which shall set forth a calculation of (1) Net Working Capital and (2) the Working Capital Adjustment. The Actual Closing Balance Sheet and the Working Capital Adjustment shall be prepared in accordance with GAAP in a manner consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation past practice of the Company Financial Statements. If within 15 calendar days Company. (ii) On or prior to the thirtieth (30th) day following the Buyer’s delivery of the Actual Closing Date Balance Sheet, the Seller may give the Buyer an Objection Notice. Any Objection Notice shall specify in reasonable detail the dollar amount of any objection and the basis therefor. Any determination set forth on the Actual Closing Balance Sheet Compost which is not specifically objected to in the Objection Notice shall be deemed acceptable and shall be final and binding upon the parties upon delivery of the Objection Notice. If the Seller does not object in writing thereto, Compost shall have been deemed to have agreed to give the Closing Date Balance Sheet. If Compost objects in writing to the computationBuyer an Objection Notice within such 30-day period, then the Purchaser Actual Closing Balance Sheet will be conclusive and Compost binding upon the parties and the Working Capital Adjustment set forth in the Actual Closing Balance Sheet will be final and binding upon the parties for purposes of calculating the Purchase Price under this Agreement. During such 30-day period, the Buyer will provide the Seller with full access to the Books and Records and the Company’s personnel and accountants during normal business hours and upon reasonable notice. (iii) Following the Buyer’s receipt of any Objection Notice, the Buyer and the Seller shall negotiate in good faith and attempt to resolve their disagreementsuch dispute. Within In the first fifteen calendar days following event that the delivery Seller and the Buyer fail to agree on any of the Closing Date Balance Sheet Seller’s objections set forth in the Objection Notice within 30 days after the Buyer receives the Objection Notice, the Seller and during the period of any dispute Buyer agree that a mutually acceptable Independent Auditor, which shall, within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company 30-day period immediately following referral to the extent required Independent Auditor, make the final determination with respect to complete their review of any disputed items in accordance with the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) terms of this Agreement. The Buyer and the Seller each shall provide the Independent Auditor with their respective determinations of such disputed items. The Independent Auditor shall make an independent determination of the disputed items that, assuming compliance with the previous clause, shall be final and binding on the Seller and the Buyer if such independent determination of the disputed items is within the range proposed by the Buyer and the Seller in the Actual Closing Balance Sheet and the Objection Notice. If the Purchaser Independent Auditor’s determination of any disputed item is outside of the range proposed by the Seller and Compost are unable to agree on the Neutral AuditorsBuyer in the Actual Closing Balance Sheet and the Objection Notice, then they the amount of the disputed item determined by the party that was closer to that of the Independent Auditor shall request the American Arbitration Association to appoint the Neutral Auditorsbe final and binding. All fees The fees, costs and expenses relating to appointment of the Neutral Auditors and the work, if any, to Independent Auditor shall be performed paid by the Neutral Auditors will be borne equally party whose disputed items were different by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors shall act as an arbitrator to determine those issues still in dispute. In resolving any disputed item, the Neutral Auditors (x) shall be bound by the provisions of this Agreement and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Neutral Auditors' determination shall be made within 30 days after their selection and shall set forth in a written statement their findings as to the dispute and the resulting computation amount from that of the actual Adjustment Amount to Purchaser and Compost. The Neutral Independent Auditor's determination will be final, binding and conclusive on the Parties. (c) Within three business days following Promptly after the agreement Actual Closing Balance Sheet and the Working Capital Adjustment are determined and become final and binding on the Closing Date Balance Sheet setting forth parties under this Section 2.3, the Adjustment Amount Seller and the Buyer, or the delivery of Independent Auditor (if applicable), shall recalculate the written statement of Purchase Price to determine the Neutral Auditors, the following excess or deficit amount shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal Purchase Price by giving effect to such excess or (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due final and payable within three (3) business days after the Adjustment Amount is determined pursuant to this Section 3.3.binding