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 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 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 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 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 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 to As soon as reasonably practicable following the Closing Date, Compost and in any event within sixty (60) days thereof, the Purchasers shall prepare and deliver to Purchaser the Principal Sellers a worksheet which shall be attached as Exhibit B hereto, statement (the “Proposed Closing Statement”) 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 “Closing Net Working Capital”) 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 Indebtedness as of the Closing Date (“Closing Company Indebtedness”). For the "Closing Date Balance Sheet")avoidance of doubt, including a computation of should the actual Adjustment Amount of current employment contract between the Company as of and Xxxxxx Xxxxxxxx not be terminated within seven (7) days after the Closing Date, then an amount equal to Xxxxxx Xxxxxxxx’x base salary under such employment contract for a period of 30 days shall be included in Closing Company Indebtedness for purposes of the Proposed Closing Statement. The Proposed Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital Statement shall be prepared in accordance a manner consistent with the Latest Balance Sheet and GAAP, and which shall control as to any conflict as to the extent consistent with GAAPprinciples, using the same accounting methodspractices, policies, practices and procedures with classifications, judgments and estimation or methodologies consistent with those used to be applied in the preparation of the Company Financial Statements. If within 15 calendar days following delivery Proposed Closing Statement and the determination of the Closing Date Balance Sheet Compost does Net Working Capital and the Closing Company Indebtedness. (b) If the Principal Sellers shall disagree with the calculation of the Closing Net Working Capital and/or the Closing Company Indebtedness, the Principal Sellers shall notify the Purchasers of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement, within twenty (20) Business Days after receipt of the Proposed Closing Statement (an “Objection Notice”). If the Principal Sellers do not object in writing theretoprovide an Objection Notice within such period, Compost the Principal Sellers shall have been be conclusively deemed to have agreed to accepted the Proposed Closing Date Balance Sheet. If Compost objects in writing to Statement and 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 calculation of the Closing Date Balance Sheet Net Working Capital 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 Indebtedness delivered by the rules provided in Sections 11.6(a)Purchasers, 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 which 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 for all purposes hereunder. If such notice of disagreement is timely provided, the Purchasers and the Principal Sellers shall seek in good faith for a period of fifteen (15) Business Days (or such longer period as they may mutually agree) to resolve any such disagreements. If, at the end of such period, they are unable to resolve such disagreements, then BDO USA, LLP (or such other independent accounting or financial consulting firm of recognized national standing as may be mutually selected by the Purchasers and the Principal Sellers) (the “Auditor”) shall resolve any remaining disagreements that were included in the Objection Notice. Each of the Purchasers and the Principal Sellers shall promptly submit to each other and the Auditor in writing their respective proposal for resolution of the dispute regarding the Closing Net Working Capital and/or the Closing Company Indebtedness. The Auditor shall establish the timing and process of reviewing any disagreement and shall be instructed to provide its final determination with respect to any disagreement as soon as practicable and in any event within thirty (30) Business Days following the date on which the disagreement is referred to the Auditor; provided, however, that (i) the Auditor shall base its determination solely on the Partieswritten submissions of the parties and shall not conduct an independent investigation and (ii) the Auditor shall have no authority to vary or ignore the terms of this Agreement. Each of the Purchasers and the Principal Sellers agrees to promptly make available to each other and to the Auditor all documents, books, records and personnel under that party’s control as the Auditor shall determine in its judgment to be necessary or relevant to its review of the disagreement and otherwise to cooperate with the other party and the Auditor to facilitate a prompt resolution of the disagreement. The determination of the Auditor shall be final, conclusive and binding on the Parties hereto. The date on which the Closing Net Working Capital and Closing Indebtedness are finally determined in accordance with this Section 2.6(b) (whether by the Principal Sellers’ failure to timely deliver an Objection Notice, by agreement of the Purchasers and the Principal Sellers or by the Auditor) is referred to as the “Determination Date.” The fees and expenses of the Auditor shall be borne by the Purchasers, on the one hand, and the Sellers, 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. Following the Closing, the Purchasers shall provide the Principal Sellers and their Representatives reasonable access to the records, properties, personnel and (subject to the execution of customary work paper access letters, if requested) auditors of the Company during regular business hours relating to the Principal Sellers’ review of the Proposed Closing Statement and shall cause the personnel of the Purchasers and the Company to reasonably cooperate with the Principal Sellers in connection with their review of the Proposed Closing Statement. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the The “Adjustment Amount Amount,” which may be positive or the delivery of the written statement of the Neutral Auditorsnegative, the following excess or deficit amount shall be due and payable: mean (i) if the Closing Net Working Capital (as finally determined in accordance with Section 2.6(b)) minus the Estimated Closing Net Working Capital used in calculating the Estimated Purchase Price in accordance with Section 2.2 (recognizing, for the avoidance of doubt, that the Estimated Closing Net Working Capital shall not exceed the Estimated NWC Cap), plus (ii) the Estimated Closing Company Indebtedness minus the Closing Company Indebtedness (as finally determined in accordance with Section 2.6(b)). The Adjustment Amount less shall be paid in accordance with Section 2.6(d). (d) If the Adjustment Amount is a positive number, the Purchaser Purchasers shall pay Compost a cash payment equal to such excess or (ii) if the Estimated Adjustment Amount less to the Sellers to the accounts set forth on Exhibit A, such payments to be distributed to each Seller based on such Seller’s Percentage Share as set forth on Exhibit A. If the Adjustment Amount is a negative number, Compost the Sellers 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 to the Purchasers to an account designated by the Purchasers. All payments pursuant to this Section 3.32.6(d) shall be paid by wire transfer of immediately funds promptly following the Determination Date, and in any event within five (5) Business Days following the Determination Date. In the event Sellers owe a payment pursuant to this Section 2.6 and any Sellers fail to make such payment within ten (10) Business Days following the Determination Date, the Purchasers may deduct the amount of such payment from the Indemnification Escrow Amount. In the event the Purchasers owe a payment pursuant to this Section 2.6 and the Purchasers fail to make such payment within ten (10) Business Days following the Determination Date, Sellers may deduct the amount of such payment from the Indemnification Escrow Amount, and Purchasers shall thereafter promptly reimburse such amount by making a corresponding deposit to the Escrow Account.

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. (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. (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 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 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 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. (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 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 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 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 Xxxxxxx or such other nationally recognized accounting firm as Purchaser and the Seller shall mutually agree upon in writing in the event BDO Xxxxxxx 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 No less than ten Business Days prior to the scheduled Closing Date, Seller will deliver to Purchaser a good faith estimate of the Adjusted Working Capital (the “Estimated Working Capital”) and submit to Purchaser a written statement (the “Estimated Working Capital Statement”) setting forth, in reasonable detail, Seller’s calculation of the Estimated Working Capital. The Estimated Working Capital Statement will be prepared in a manner consistent with the assumptions, policies and principles set forth in Section 3.3 of the Disclosure Letter. To the extent Estimated Working Capital is $100,000 greater than $5,700,000 (the “Target Working Capital”), the cash portion of the Purchase Price payable at the Closing will be increased dollar for dollar by such excess, and if the Estimated Working Capital is more than $100,000 less than Target Working Capital, the cash portion of the Purchase Price payable at the Closing will be decreased dollar for dollar by such difference (the amount of such increase or decrease, the “Closing Adjustment”). (b) Promptly following the Closing Date, Compost shall deliver but in no event later than 45 days after the Closing Date, or such longer period of time as reasonably requested by Seller and consented to by Purchaser, which consent will not be unreasonably withheld or delayed, Seller will provide to Purchaser the proposed Final Working Capital and submit to Purchaser a worksheet which written statement (the “Closing Date Statement”) setting forth, in reasonable detail, Seller’s calculation of the proposed Final Adjusted Working Capital. The Closing Date Statement will be prepared in a manner consistent with the assumptions, policies and principles set forth in Section 3.3 of the Disclosure Letter. The Closing Date Statement will clearly identify all differences between the proposed Final Working Capital and the Estimated Working Capital and will include a reasonably detailed explanation of the basis for each such difference. (c) In the event Purchaser disputes the correctness of the proposed Final Working Capital, Purchaser will notify Seller in writing of its objections within 30 days after receipt of the Closing Date Statement and will set forth, in writing and in reasonable detail, the disputed items and the reasons for Purchaser’s objections. If Purchaser fails to deliver its notice of disputes and objections within 30 days after receipt of the Closing Date Statement, Purchaser will be deemed to have accepted Seller’s calculation. Purchaser will be deemed to have agreed with and accepted any portion of Seller’s calculation of proposed Final Working Capital not specifically identified in reasonable detail as being disputed in such written notice of objection. Seller and Purchaser will endeavor reasonably and in good faith to resolve any disputed matters within 15 days after receipt of Purchaser’s notice of objections. If Purchaser and Seller cannot resolve such dispute, Purchaser and Seller shall retain PricewaterhouseCoopers to act as the arbitrator (the “Arbitrator”) of such dispute; provided, however, that if either party shall reasonably discover a conflict of interest associated with the Arbitrator, the parties shall retain another nationally recognized accounting firm to act as the Arbitrator. Any arbitration shall be attached as Exhibit B heretoconducted in King County, Washington, and such proceedings shall be in English. The Arbitrator will offer Seller and Purchaser the opportunity to provide written submissions regarding their positions on the disputed matters, which opportunity will not extend more than 15 days after the submission of the disputed matters to the Arbitrator. The Arbitrator will deliver a written report resolving all disputed matters and setting forth a reasonable estimate the basis for such resolution within 30 days after Seller and Purchaser have submitted in writing (or have had the opportunity to submit in writing but have not submitted) their positions as to the disputed items. The determination of the Indebtedness Arbitrator in respect of the correctness of each matter remaining in dispute will be conclusive and Net binding on all Persons. The determination of the Arbitrator will be based solely on the written submissions by Seller and Purchaser and will not be based upon any independent review (it being understood that the Arbitrator need not accept in its entirety the submission of either party). The fees and expenses of the Arbitrator in resolving any disputes under this Section 3.3(c) shall be allocated to Seller and Purchaser based on the percentage determined by dividing (i) that portion of the disputed amount not awarded to either Seller or Purchaser, as applicable, by (ii) the amount actually disputed by Seller and Purchaser. The Adjusted Working Capital as of the Closing Date Date, as well as a computation finally determined pursuant to this Section 3.3(c) (whether by failure of Purchaser to deliver notice of objection, by agreement of Seller and Purchaser or by determination of the estimated Adjustment Amount Arbitrator), is referred to as the “Final Working Capital.” (d) No later than ten Business Days after the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by determination of Final Working Capital, Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive numberor Seller, the amount payable in cash at Closing shall be decreased in an amount equal as applicable, will make such payments to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative numberother party as are necessary so that, 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 Final Working Capital is more than $100,000 greater than Target Working Capital, Seller has received an aggregate amount (after taking into account the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment Closing Adjustment) equal to such excess excess, or (ii) if Final Working Capital is more than $100,000 less than Target Working Capital, Purchaser has received an aggregate amount (after taking into account the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment Closing Adjustment) equal to such deficitdifference. In either of the foregoing cases, any such payment will include interest on such payment amount accrued for the number of days from and including the 30th day following the Closing Date, but excluding the payment date, at a rate equal to the Prime Rate, compounded on the basis of actual days elapsed over a 365-day year. Any such excess or deficit payment shall will be due and payable within three (3) business days after made promptly by wire transfer of immediately available funds in U.S. Dollars to a bank account designated in writing to the Adjustment Amount is determined pursuant party entitled to this Section 3.3receive the payment.

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 One Business Day prior to the Closing Date, Compost Parent shall deliver to Purchaser the following items: (i) a worksheet which shall be attached as Exhibit B heretocompiled, setting forth a reasonable estimate combined, consolidating balance sheet of the Indebtedness and Net Working Capital Non-Fund Entities as of the close of business on the Business Day immediately preceding the Closing Date as well as a computation of prepared in accordance with GAAP consistent with the estimated Adjustment Amount practices used to prepare the 2004 Balance Sheets (the "“Estimated Adjustment Amount"). The worksheet shall be prepared by Compost Closing Date Balance Sheet”) 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 adjusted version of the Estimated Adjustment AmountClosing Date Balance Sheet, adjusted in accordance with the Pro Forma Calculation Principles, and (ii) a certificate of Parent setting forth Parent’s calculation of the Net Asset Amount as of such date along with a schedule setting forth the components thereof. (b) Within 90 As promptly as practicable, but no later than 60 days after the ClosingClosing Date, Purchaser will cause to be prepared and delivered to Parent the Purchaser shall cause the Company to prepare and deliver to Compost following items: (i) a compiled, combined, consolidating balance sheet of the Company Non-Fund Entities as of the close of business on the Closing Date prepared in accordance with GAAP consistent with the practices used to prepare the 2004 Balance Sheets (the “Closing Date Balance Sheet”) and an adjusted version of the Closing Date Balance Sheet, adjusted in accordance with the Pro Forma Calculation Principles (as so adjusted, the "“Final Closing Date Balance Sheets” and, together with the Closing Date Balance Sheet", the “Closing Balance Sheet”), including and (ii) a computation certificate of Purchaser setting forth Purchaser’s calculation of the actual Adjustment Net Asset Amount of the Company as of such date along with a schedule setting forth the Closing Datecomponents thereof. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital Sheets shall be prepared in accordance with the same accounting policies and practices used to prepare the 2004 Balance Sheets, except as would be inconsistent with GAAP, and in the case of the Final Date Balance Sheet, subject to the extent consistent with GAAP, using Pro Forma Calculation Principles. (c) Parent may dispute Purchaser’s calculation of the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in Net Asset Amount (including any aspect of the preparation of the Company Financial Statements. If Closing Balance Sheets) by delivering a notice of its objection (the “Net Asset Objection Notice”) to Purchaser within 15 calendar 30 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 deficitSheets. Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined Net Asset Objection Notice delivered pursuant to this Section 3.3shall specify in reasonable detail the nature and dollar amount of any disagreement.

Purchase Price Adjustment. 3.3.1 Subsequent to the Closing, the Initial Purchase Price shall be increased to the extent the amount of the Final Working Capital for the Company is greater than EUR 8,356,000 (a) Prior the “Reference Working Capital”), or decreased if the amount of the Final Working Capital for the Company is less than the Reference Working Capital, in each case by the amount of such increase or decrease on a euro to euro basis (the “Working Capital Adjustment”). 3.3.2 Subsequent to the Closing, the Initial Purchase Price shall be increased to the extent Closing Cash exceeds Closing Indebtedness, or decreased if Closing Indebtedness exceeds Closing Cash, in each case such increase or decrease shall be on a euro to euro basis (the “Cash/Indebtedness Adjustment”) 3.3.3 The Working Capital Adjustment and the Cash/Indebtedness Adjustment shall be determined in accordance with Clause 3.3.4 and paid in accordance with Clause 3.4.2. The Initial Purchase Price, as adjusted by the Working Capital Adjustment and the Cash/Indebtedness Adjustment, is the “Final Purchase Price”. 3.3.4 Within 60 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 and deliver to Compost the Seller a copy of the unaudited balance sheet of the Company as of the last day of the month immediately preceding the Closing Date (the "“Closing Date Balance Sheet"), including Accounts”) and a computation statement setting forth Purchaser’s calculation of the actual Adjustment Amount Final Working Capital of the Company as of (the “Closing DateWorking Capital Statement”). The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital Accounts shall be prepared in accordance with GAAPIFRS accounting principles applied on a basis consistent with the methodology used in preparing the CLD Pro Forma Annual Accounts 2005. Within 60 days following the Closing Date, the Purchaser shall also prepare and deliver to the extent consistent with GAAP, using Seller a statement setting forth the same accounting methods, policies, practices Closing Cash and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation Closing Indebtedness (if any) as of the Company Financial Statements. If within 15 calendar days following delivery last day of the month immediately preceding the Closing Date Balance Sheet Compost does not object in writing thereto(the “Closing Cash/Indebtedness Statement”). The Closing Accounts, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects Working Capital Statement and the Closing Cash/Indebtedness Statement shall be computed in writing to Euros and calculated as of the computationlast day of the month immediately preceding the Closing Date. 3.3.5 The Closing Working Capital Statement and the Closing Cash/Indebtedness Statement shall be final and binding on the Parties unless the Seller shall, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar within 20 days following the delivery of the Closing Date Balance Sheet Accounts, Closing Working Capital Statement and during Closing Cash/Indebtedness Statement, deliver to the period Purchaser written notice of any dispute within objection (the contemplation of this Section 3.3(b“Objection Notice”), Compost specifying in reasonable detail each disputed item on the Closing Working Capital Statement and the Closing Cash/Indebtedness Statement (each, a “Disputed Item”) and describing in reasonable detail the basis for each Disputed Item, including the data that forms the basis thereof and the amount in dispute. Notwithstanding the delivery of an Objection Notice, the Closing Working Capital Statement and the Closing Cash/Indebtedness Statement shall be final and binding to the extent any item is not a Disputed Item. 3.3.6 If the Objection Notice is delivered, the Parties shall consult with each other with respect to the Disputed Items and use commercially reasonable efforts to resolve the dispute. If the Parties are unable to reach agreement on all Disputed Items within 30 days (subject to extension by mutual agreement) after delivery of the Objection Notice, either Purchaser or Seller may refer any unresolved Disputed Items to the Brussels office of Deloitte & Touche, or if the latter is conflicted out to the Brussels office of KPMG (the “Independent Expert”). Not later than five days after the appointment of the Independent Expert, (i) the Purchaser shall deliver the Closing Accounts, the Working Capital Statement and the Closing Cash/Indebtedness Statement to the Independent Expert and (ii) the Seller shall deliver a copy of the Objection Notice previously delivered to the Purchaser to the Independent Expert. The Independent Expert shall be directed to render a written report as promptly as practicable and, in any event within 30 days of the Independent Expert’s engagement, to strictly limit its inquiry to the Disputed Items set forth in the Objection Notice and to resolve those unresolved Disputed Items set forth in the Objection Notice. The Independent Expert may not resolve a Disputed Item in an amount that is either greater or less than the range of the dispute for such item established by the Working Capital Statement, the Closing Cash/Indebtedness Statement and the Objection Notice. The Independent Expert, acting as an expert and not an arbitrator, shall resolve such Disputed Items in accordance with this Agreement. The resolution of all Disputed Items by the Independent Expert shall be final and binding on the Parties. The fees and expenses of the Independent Expert shall be borne proportionately by Purchaser and Seller based on the extent to which Purchaser’s and Seller’s respective determinations as submitted to the Independent Expert differ from such Independent Expert’s determination. 3.3.7 The amount of the Final Working Capital shall be equal to (i) the amount of Final Working Capital set forth on the Closing Working Capital Statement, if the Seller does not timely deliver an Objection Notice, or (ii) the amount (A) as agreed to by Seller and Purchaser, or (B) as determined by the Independent Expert, if the Seller timely delivers an Objection Notice. The amount of “Final Closing Cash” and “Final Closing Indebtedness” shall be equal to (i) the amount of Final Closing Cash and Final Closing Indebtedness set forth on the Closing Cash/Indebtedness Statement, if the Seller does not timely deliver an Objection Notice, or (ii) the amount (A) as agreed to by Seller and Purchaser, or (B) as determined by the Independent Expert, if the Seller timely delivers an Objection Notice. 3.3.8 The Parties shall give each other and their respective advisors and accountants and other representatives appropriate personnel such assistance and access to the assets and books and records, including working papers and other data, and relevant personnel of Compost shall have reasonable access the CLD Companies and the Acquired Operations as they may reasonably request during normal business hours in order to all relevant books and records and employees of the Company enable them to the extent required to complete their prepare or review of the Closing Date Balance Sheet Working Capital Statement 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 daysCash/Indebtedness Statement or any objections or proposed changes thereto, 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 The Initial Cash Purchase Price shall be adjusted by an amount (which may be a positive or negative number) equal to the difference between the Working Capital (as defined below) of the Business at Closing Date, Compost as set forth on the Final Closing Working Capital Statement and $3,625,000 (the "Target Working Capital"). (b) Seller shall prepare and deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate within 45 days after Closing an unaudited statement of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of in accordance with the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost same methodologies, assumptions 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 accounting practices used to prepare and deliver to Compost a balance sheet of the Company Audited Financial Statements (as of the Closing Date defined in Section 4.4) (the "Closing Date Balance SheetWorking Capital Statement") and the methodology used to prepare the Target Working Capital as set forth in Schedule 2.4(b). Purchaser shall provide Seller reasonable access to all books, records and other documents and information requested by Seller to prepare the Closing Working Capital Statement. Purchaser shall have 45 days from the date on which the Closing Working Capital Statement is delivered to it to review the Closing Working Capital Statement (the "Review Period"). During the Review Period Seller shall provide Purchaser reasonable access to the information used by Seller to prepare the Closing Working Capital Statement for purposes of Purchaser's review. Purchaser may dispute items or amounts reflected on the Closing Working Capital Statement on any reasonable basis consistent with this Agreement and with Seller's historical accounting methodologies, including a computation assumptions and practices, by delivering to Seller, on or prior to the last day of the actual Adjustment Amount Review Period, a notice of objection setting forth, in reasonable detail, each disputed item or amount and the basis for Purchaser's disagreement therewith, together with supporting calculations. If no notice of objection is received by Seller on or prior to the last day of the Company as Review Period, the Closing Working Capital Statement shall be deemed accepted by Parent and Purchaser and shall be final, binding and conclusive on Parent and Purchaser. If Purchaser gives such notice of objection, then Purchaser and Seller shall use their reasonable efforts to resolve such dispute. In the event such dispute is not resolved by the parties within fifteen (15) days of the Closing Date. The Closing Date Balance Sheet and the calculations receipt 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 notice 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 computationsuch objection by Seller, then the Purchaser and Compost shall negotiate issues 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 BDO Seidman, LLP, certified publix xxxxxntants (the "Neutral AuditorsAccountants"). Such arbitration ) and the Accountants shall be governed by determine the rules provided Working Capital of the Business at Closing in Sections 11.6(aaccordance with the terms of this Agreement, including the first sentence of this Section 2.4(b), 11.6(b)but within the range of differences between the parties. If issues in dispute are submitted to the Accountants for resolution, 11.6(c(i) each party shall furnish to the Accountants such workpapers and other documents and information relating to the disputed issues and the Closing Working Capital Statement as the Accountants may request (including a copy of this Agreement) and which are available to that party (or its independent public accountants), and 11.6(d) of this Agreement. If shall be afforded the Purchaser and Compost are unable opportunity to agree on present to the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses Accountants any material relating to appointment of the Neutral Auditors determination and to discuss the work, if any, to be performed determination with the Accountants; (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 as an arbitrator to determine those issues still in dispute. In resolving any disputed itemAccountants, the Neutral Auditors (x) which 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 notice delivered to Seller and Purchaser as to soon as practical by the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will Accountants, shall be final, binding and conclusive on the Partiesparties for all purposes; and (iii) Parent and Purchaser shall bear one-half and Seller shall bear one-half of the fees of the Accountants for such determination. The Closing Working Capital Statement and Initial Cash Purchase Price, as both are finally adjusted pursuant to this Section, are referred to in this Agreement as the "Final Closing Working Capital Statement" and the "Final Cash Purchase Price," respectively. (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: No later than five (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 (35) business days after the Adjustment Amount final determination of the Working Capital of the Business at Closing, whether by the passing of the forty-five (45) day objection period without written notice of objection as set forth in subsection (b) above, or by the resolution of the parties or the determination of the Accountants, if the Working Capital of the Business at Closing as finally determined is greater than the Target Working Capital, Purchaser shall pay such difference to Seller, and if the Working Capital of the Business at Closing as finally determined pursuant is less than the Target Working Capital, Seller shall pay such difference to Purchaser. Payments must be made in Immediately Available Funds as requested by the party receiving the funds. (d) For purposes hereof, the term "Working Capital" shall mean (i) the sum of Total Receivables, Total Inventory and Total Other Current Assets, less (ii) the sum of Total Accounts Payable, Total Compensation Accruals, Total Withholding Accruals, Total Accrued Worker's Compensation, Total Benefits Accruals, Total Miscellaneous Accruals and Total Accrued Taxes, as these terms are commonly used as line item categories in the internally prepared balance sheet for the Business. Notwithstanding the foregoing, for purposes of this Section 3.3Agreement, Working Capital shall not include (A) bank debt, (B) costs and expenses associated with the transactions contemplated by this Agreement, or (C) long-term indebtedness and the current portion of any such long term indebtedness.

Purchase Price Adjustment. (a) Prior As promptly as reasonably practicable, and in any event not later than forty-five (45) days after Closing, the Buyer shall cause the Companies to permit the Selling Shareholders to prepare and deliver to Buyer (such delivery, the “Post-Closing Delivery”): (i) a consolidated balance sheet of the Companies (without giving effect to the consummation of the transactions contemplated hereby) prepared as of the close of business on the Closing DateDate in accordance with GAAP (it being agreed that if GAAP permits different methods of preparing any item on the Closing Date Balance Sheets, Compost shall deliver the methodology used in the Financial Statements with respect to Purchaser a worksheet which such item shall be attached as Exhibit B hereto, setting forth a reasonable estimate of used with respect to such item in the Indebtedness and Net Working Capital as preparation of the Closing Date as well as Balance Sheets) (collectively, the “Closing Date :Balance Sheets”); (ii) a computation calculation of the estimated Adjustment Amount working capital of the Companies on a consolidated basis as of the close of business on the Closing Date (the "Estimated Adjustment Amount"“Closing Date Working Capital”). The worksheet Closing Date Dorking Capital 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 Amountdifference between each of the Companies’ Current Assets and Current Liabilities, respectively. If the Estimated Adjustment amount is Current Assets exceed Current Liabilities, Closing Date Working Capital shall be a positive number. If Current Liabilities exceed Current Assets, Closing Date Working Capital shall be a negative number, the amount payable in cash at Closing and (iii) a calculation of Debt. Buyer shall be increased in an amount equal entitled to observe and participate in, and provide consultation with respect to, the absolute value preparation of the Estimated Adjustment Amount.Post-Closing Delivery (b) Within 90 Buyer shall have thirty (30) days after from the Closingdate Selling Shareholders make the Post-Closing Delivery (such period, the Purchaser “Dispute Period”) to notify the Selling Shareholders, in writing, as to whether Buyer agrees or disagrees with the Post-Closing Delivery (such written notice, the “Dispute Notice”). During the Dispute Period, Buyer and its accountants shall cause be permitted to review (during regular business hours and upon reasonable prior notice) the Company to prepare and deliver to Compost a balance sheet working papers of the Company Selling Shareholders, the Companies and (where applicable) the Selling Shareholders’ accountants relating to the matters set forth in the Post-Closing Delivery. (c) If Buyer fad to deliver a Dispute Notice to the Selling Shareholders during the Dispute Period: (i) the Closing Date Balance Sheets as prepared by the Selling Shareholders shall be deemed to have been correctly prepared; and (ii) the Selling Shareholders 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 Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, deemed to be final and correct and shall be binding upon each of the Parties. (d) If Buyer delivers a Dispute Notice to the extent consistent with GAAPSelling Shareholders during the Dispute Period, using Sellers and Buyer shall, for a period of thirty (30) days from the same accounting methodsdate the Dispute Notice is delivered to the Selling Shareholders (such period, policiesthe “Resolution Period”), practices use their respective reasonable business efforts to amicably resolve the items in dispute. Any items so resolved by the parties shall be deemed to be final and procedures with classifications, judgments correct as so resolved and estimation methodologies consistent with those used in preparation shall be binding upon each of the Company Financial Statementsparties hereto. (e) If the Selling Shareholders and Buyer are unable to resolve all of the items in dispute during the Resolution Period, then either Buyer or the Selling Shareholders may refer the items remaining in dispute to the Independent Accountants. Such referral shall be made in writing to the Independent Accountants, copies of which shall concurrently be delivered to the non-referring Party hereto. The referring Party shall furnish the Independent Accountants, at the time of such referral, with the Post-Closing Delivery and the Dispute Notice. The Parties shall also furnish the Independent Accountants with such other information and documents as the Independent Accountants may reasonably request in order for them to resolve the items in dispute. The Parties shall also, within fifteen (1;) days of the date the items in dispute are referred to the Independent Accountants, provide the Independent Accountants with a written notice (a “Position Statement”) describing in reasonable detail their respective positions on the items in dispute (copies of which will concurrently be delivered to the other panes hereto). If any Party fails to timely deliver its Position Statement to the Independent Accountants, the Independent Accountants shall resolve the items in dispute solely upon the basis of the information otherwise provided to them. The Independent Accountants shall resolve all disputed items in a written determination to be delivered to each of the Parties within 15 calendar forty (40) days following delivery after such matter is referred to them; provided, however, that any delay in delivering such determination shall not invalidate such determination or deprive the Independent Accountants of the power and jurisdiction to resolve the items in dispute. The decision of the Independent Accountants as to the items in dispute shall be final and binding upon the Parties and shall not be subject to judicial review. The fees and expenses of the Independent Accountants incurred in the resolution of any items in dispute shall be determined by the Independent Accountants and set forth in their report and shall be allocated and paid one-half (1/2) by Buyer and one-half (1/2) by the Selling Shareholders. (f) Within five (5) days after the final determination of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to Sheets and the calculation of the Closing Date Balance Sheet. If Compost objects in writing Working Capital (whether through failure of Buyer to timely deliver a Dispute Notice, agreement of the computationParties, then or determination of the Purchaser Independent Accountants) if (i) Closing Date Working Capital is negative, Buyer shall have the right to immediately offset such negative amount dollar for dollar against sums due under the Purchase Note and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of (ii) if the Closing Date Balance Sheet and during reflects any Debt or other items in non-compliance with the period of any dispute within the contemplation of this Section 3.3(b)Agreement, Compost and other representatives of Compost Buyer shall have reasonable access during normal business hours the right to all relevant books and records and employees of immediately offset such amounts against sums due under 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 PartiesPurchase Note. (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 Seller shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of Buyer the Indebtedness and Net Working Capital as of Balance Certificate. To the Closing Date as well as a computation of extent 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 numberNet Working Capital Balance Certificate shows that there exists any Excess Net Working Capital, 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 such Excess Net Working Capital shall be prepared in accordance paid by Buyer into the Escrow Account (up to and including the amount of $200,000 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 workremaining additional balance, if any, to be performed by paid into the Neutral Auditors Escrow Account as accounts receivable are realized). Within twenty (20) days after the Closing, Buyer shall present to Seller proposed adjustments, if any, to the Closing Net Working Capital reflected on the Net Working Capital Balance Certificate. Buyer and Seller shall have ten (10) days to resolve any disagreements over such proposed adjustments. If Buyer and Seller are unable to agree on such adjustments, Buyer and Seller shall jointly select an independent certified public accountant (the "Independent Accountant") who 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 promptly review this Agreement and the disputed items or amounts for the purpose of calculating the final Closing Net Working Capital. In making such calculation, the Independent Accountant shall consider only those items or amounts on the Net Working Capital Balance Certificate that have been adjusted by Buyer. Such Independent Accountant shall, as promptly as practicable but in any event within ten (y10) may not assign days, deliver to Buyer and Seller a value to any item greater than the greatest value for report setting forth such item claimed by either Party or less than the smallest value for such item claimed by either Partycalculation. Such report shall be final and binding upon Buyer and Seller. The Neutral Auditors' determination cost of such review and report shall be borne by Buyer and Seller equally, and the Seller shall not distribute any portion of the Cash Consideration until a final determination of the Closing Net Working Capital has been made within 30 days and agreed upon by the Buyer and the Seller. To the extent the final Closing Net Working Capital (after their selection adjustments) exceeds $105,000.00, the amount of any such excess, including any amounts held in the Escrow Account and any interest thereon, shall set forth in a written statement their findings as be added to the dispute Cash Consideration and the resulting computation paid by Buyer to Seller within five (5) days 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 final Closing Net Working Capital (after adjustments whether by agreement of the Neutral Auditorsparties or by the Independent Accountant). To the extent the final Closing Net Working Capital (after adjustments) is below $105,000.00, the following excess or deficit Seller shall remit to the Buyer the amount shall be due and payable: (i) if of the Estimated Adjustment Amount less Net Working Capital Difference from 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 3.3Cash Consideration.

Purchase Price Adjustment. (a) Prior The Purchase Price shall be reduced or increased (the “Purchase Price Adjustment”) by either (i) adding the excess, if any, of the Working Capital immediately prior to the Closing Dateover the Target Working Capital, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B heretoor (y) subtracting the excess, setting forth a reasonable estimate if any, of the Indebtedness and Net Target Working Capital as of over 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 Working Capital immediately 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 AmountClosing. (b) Within 90 As soon as practical (and in no event later than sixty (60) days after the ClosingClosing Date), the Purchaser Sellers’ Representative shall cause the Company to prepare be prepared and deliver delivered to Compost a Buyer (i) an accurate, true and complete balance sheet of for the Company Business dated as of the Closing Date (the "“Closing Date Balance Sheet"”), including a computation which Closing Date Balance Sheet shall indicate the Working Capital immediately prior to the Closing, and (ii) an accurate, true and complete calculation of the actual Adjustment Amount of the Company Purchase Price Adjustment, including such schedules and data as of the Closing Datemay be appropriate to support such calculation. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAPthe Agreed Accounting Principles. Buyer and its accountants shall be entitled to review the Closing Date Balance Sheet, the calculations of the Purchase Price Adjustment, and any working papers, trial balances and similar materials relating 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 theretoprepared by the Sellers’ Representative or his accountants. Buyer shall provide Sellers’ Representative and their accountants with access, Compost shall have been deemed upon reasonable notice and during normal business hours, to have agreed Buyer’s work papers, books and records, accountants and personnel to the Closing Date Balance Sheet. If Compost objects in writing extent related 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 and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees determination 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 PartiesPurchase Price Adjustment. (c) Within three business The Purchase Price Adjustment, if any, will be paid by the Sellers or Buyer, as the case may be, within sixty (60) days following the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement final determination of the Neutral Auditors, the following excess or deficit amount Purchase Price Adjustment in accordance with Sections 2.03(b) and 2.03(d). Any Purchase Price Adjustment payable by a party shall be due paid to the appropriate party in cash; provided that Buyer shall have the option, but not the obligation, to set-off any amounts owed to Buyer against the Escrow Amount to the extent thereof and payable: if Buyer exercises such option and the amounts owed to Buyer exceed the Escrow Amount, then the excess shall be paid by the Sellers in cash within the time period provided in this Section 2.03(c). Any disputes with respect to the calculation of any Purchase Price Adjustment shall be resolved in accordance with the procedures contemplated by Section 2.03(d). (d) The following clauses (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 and (ii) if set forth the Estimated Adjustment Amount less procedures for resolving disputes among the Adjustment Amount is a negative number, Compost shall pay parties with respect to the Purchaser a cash payment equal to such deficit. Any such excess or deficit payment shall be due and payable within three determination of the Purchase Price Adjustment: a. Within sixty (360) business days after delivery to Buyer of Sellers’ Representative’s calculation of the Adjustment Amount is determined Purchase Price Adjustment, including such schedules and data as may be appropriate to support such calculation, pursuant to this Section 3.32.03, Buyer may deliver to Sellers’ Representative a written report (a “Buyer’s Report”) prepared by Buyer advising the Sellers’ Representative that Buyer (A) agrees with the Sellers’ Representative’s calculations of the Purchase Price Adjustment, or (B) deems that one or more adjustments are required. If the Sellers’ Representative shall concur with the adjustments proposed by Buyer, or if the Sellers’ Representative shall not object thereto in a writing delivered to the Buyer within thirty (30) days after receipt of the Buyer’s Report, the calculations of the Purchase Price Adjustment set forth in the Buyer’s Report shall become final and shall not be subject to further review, challenge, or adjustment, absent fraud. If Buyer shall concur with the Sellers’ Representative’s calculation of the Purchase Price Adjustment or if Buyer does not submit a Buyer’s Report within the thirty (30) day period provided herein, then the Purchase Price Adjustment as calculated by Sellers’ Representative shall become final and shall not be subject to further review, challenge, or adjustment, absent fraud.

Purchase Price Adjustment. (a) Prior At least three (3) Business Days prior to the Closing Date, Compost Seller shall deliver cause to be prepared and delivered to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable statement of Seller’s good faith estimate of the Indebtedness and (i) Net Working Capital (as defined below) as of the end of business on the Closing Date as well as a computation of the estimated Adjustment Amount (the "“Estimated Closing Working Capital”) and (ii) Estimated Working Capital Adjustment Amount"(as defined below). The worksheet calculation of Estimated Closing Working Capital and Estimated Working Capital Adjustment (as defined below) shall be prepared by Compost the Company in accordance with the same accounting methods, practices and accepted by Purchaser principles used in its reasonable discretionthe preparation of the Reference Statement. If Estimated Closing Working Capital is (i) greater than or equal to the Lower Working Capital Collar and less than or equal to the Upper Working Capital Collar, then the Purchase Price payable at Closing will be unchanged (“Closing Working Capital Neutral Amount”), (ii) greater than the Upper Working Capital Collar, then the Purchase Price payable at Closing will be increased by an amount equal to Estimated Closing Working Capital minus the Upper Working Capital Collar (“Closing Working Capital Excess”) and (iii) if the Estimated Adjustment Amount Closing Working Capital is a positive numberless than the Lower Working Capital Collar, then the amount Purchase Price payable in cash at Closing shall will be decreased in by an amount equal to the Estimated Adjustment Amount. If Lower Working Capital Collar minus the Estimated Adjustment amount is a negative number, Closing Working Capital (“Closing Working Capital Deficiency”). “Estimated Working Capital Adjustment” means the amount change to Purchase Price payable in cash at Closing shall be increased in by an amount equal to either the absolute value of the Estimated Adjustment Closing Working Capital Neutral Amount. (b) Within 90 days after the Closing, the Purchaser shall cause Closing Working Capital Excess or the Company to prepare and deliver to Compost a balance sheet Closing Working Capital Deficiency. “Net Working Capital” means the Current Assets of the Company less the Current Liabilities of the Company, determined as of the Closing Date (the "Closing Date Balance Sheet"), including a computation end of the actual Adjustment Amount of the Company as of business on the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance , applied with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policiespractices, practices principles, policies and procedures with classifications, judgments and estimation methodologies consistent with those used in the preparation of the Company Financial StatementsReference Statement. If within 15 calendar days following delivery “Current Assets” means accounts receivable, deposits and prepaid expenses, but excluding deferred tax assets and receivables from any of the Closing Date Balance Sheet Compost does not object in writing theretoCompany’s Affiliates, Compost shall have been deemed to have agreed to the Closing Date Balance Sheetdirectors, employees, officers or stockholders and any of their Affiliates. If Compost objects in writing to the computation“Current Liabilities” means accounts payable, 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.accrued

Purchase Price Adjustment. Within thirty (a30) Prior days after the Closing, the Company shall prepare and deliver to the Closing Date, Compost shall deliver to Purchaser Members' Representative a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate 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 AmountClosing Date Working Capital Statement"). The worksheet ) which shall be prepared on a basis consistent with the method used in calculating Schedule 1.89. In the event the Members' Representative does not object by Compost written notice to the Purchaser to such Closing Date Balance Sheet within thirty (30) days from receipt thereof by the Members' Representative, the Closing Date Working Capital Statement shall be deemed accepted. If the Members' Representative makes a timely objection to the Closing Date Working Capital Statement, Purchaser and accepted the Members' Representative shall have ten (10) calendar days from receipt of such objection by Purchaser in its reasonable discretionwhich to reach agreement as to the Closing Date Working Capital Statement. If no agreement is reached in said ten (10) calendar day period, at the Estimated Adjustment Amount is end of such period, Purchaser and the Members' Representative shall appoint Ernst & Young to arbitrate the dispute and calculate the Closing Date Working Capital Statement. The determination shall be binding on the parties. Purchaser shall pay one-half of the fees and expenses of such accounting firm and one-half of such fees shall be a positive number, reduction of the amount payable in cash Working Capital of the Company at Closing to be calculated based on such Closing Date Working Capital Statement. The Purchase Price shall be decreased in an amount equal reduced to the Estimated Adjustment Amount. If extent the Estimated Adjustment amount Working Capital as determined based on the Closing Date Working Capital Statement is a negative number, less than Preliminary Working Capital and the amount payable in cash at Closing Purchase Price shall be increased in an amount equal to the absolute value of extent the Estimated Adjustment Amount. Working Capital as determined based on the Closing Date Working Capital Statement is greater than Preliminary Working Capital. Any required reduction to the Purchase Price made under this SECTION 2.3 shall be paid by the Escrow Agent to Purchaser pursuant to the Escrow Agreement (b) Within 90 days after such amount to be paid first from the ClosingWorking Capital Account and thereafter, to the extent necessary, from the Primary Account (as such terms are used in the Escrow Agreement). Any required addition to the Purchase Price shall be paid by Purchaser to the Members or the Members' Representative by wire transfer to the same wire transfer instructions delivered to the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as for Closing. Upon receipt of the Closing Date (Working Capital Statement, the "Closing Date Balance Sheet"), including a computation parties will instruct the Escrow Agent to release to the Members' Representative the balance of the actual Adjustment Amount of funds, if any, remaining with respect to the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital Escrow Amount held by the Escrow Agent. All such payments required under this SECTION 2.3 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 made within 15 calendar 5 business days following delivery after final determination 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 PartiesWorking Capital 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. 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 Xxxxx 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. a. At least three (a3) Prior business days prior to the Closing Date, Compost the Seller and Buyer in good faith shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable jointly prepare an estimate of the Indebtedness net book value of CPC, determined in accordance with GAAP consistent with the methodology used in preparing Exhibit 1 as of the close of business on the Closing Date (the "Estimated Closing Net Book Value") based on books and records and other information then available. In the event the parties are unable to agree on the Estimated Net Working Capital Book Value prior to the Closing Date, the parties shall use the Net Book Value as reflected on the Latest Balance Sheet attached hereto as Exhibit 1. b. If Estimated Closing Net Book Value exceeds Net Book Value as of June 30, 1995 (the "Target Net Book Value"), the Estimated Purchase Price shall be increased by the amount of such excess. If the Estimated Closing Net Book Value is less than the Target Net Book Value, the Estimated Purchase Price shall be decreased by the amount of such shortfall. The amount of such increase or decrease in the Estimated Purchase Price shall be reflected by a commensurate increase or decrease in the Cash Portion. c. As promptly as practicable, but in no event later than forty-five (45) days after the Closing Date, Buyer will cause the management of the CPC Business to prepare an unaudited balance sheet of the CPC Business as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment AmountClosing Balance Sheet"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If ) for the Estimated Adjustment Amount is a positive number, purpose of establishing 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 Book Value as 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 close of the Company as of business on the Closing Date (the "Closing Date Balance SheetNet Book Value"), including a computation of . Such Closing Balance Sheet shall exclude the actual Adjustment Amount of assets and liabilities set forth on Exhibit 1. The Seller will have reasonable access to (i) such management to discuss the Company as preparation of the Closing Date. The Closing Date Balance Sheet and (ii) the calculations work papers of Indebtedness such management during such forty-five-day period and Net Working Capital shall be prepared in accordance with GAAP, and to during the extent consistent with GAAP, using thirty-day period after 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 to the Seller. Within forty-five (45) days after the Closing Date, Buyer shall deliver to the Seller the Closing Balance Sheet and its determination of the Closing Net Book Value. d. If the Seller disagrees with Buyer's determination of Closing Net Book Value, the Seller shall notify Buyer in writing thereto, Compost shall have been deemed to have agreed of such disagreement within thirty (30) days after delivery of the Closing Balance Sheet to the Closing Date Balance Sheet. If Compost objects Seller (such notice setting forth the basis for such disagreement in writing to reasonable detail), and Buyer and the computation, then the Purchaser and Compost Seller thereafter shall negotiate in good faith and attempt to resolve any such disagreements. If Buyer and the Seller are unable to resolve any such disagreements within thirty (30) days after Seller delivers its response to Buyer, Buyer and Seller shall submit the dispute to a "Big 6" accounting firm unaffiliated with, and mutually acceptable to, Buyer and Seller (the "Independent Auditor") for resolution. e. Buyer and the Seller shall use their disagreementbest efforts to cause the Independent Auditor to resolve all disagreements over the Closing Net Book Value as soon as practicable, but in any event within 60 days after submission of the disputes to the Independent Auditor. Within The resolution of such disagreements and the first fifteen calendar days following determination of Closing Net Book Value by the delivery Independent Auditor shall be final and binding on Buyer and the Seller absent manifest error. The Independent Auditor shall comply with the definitions used herein, shall follow the procedures set forth in this Agreement and shall comply with all other applicable terms of this Agreement. f. The Independent Auditor will determine the allocation of the costs and expenses of its determination of the Closing Date Balance Sheet and during Net Book Value based upon the period of any dispute within percentage which 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 portion of the Company contested amount not awarded to a party bears to the extent required to complete their review amount actually contested by such party. For example, if the Seller claims the Closing Net Book Value is $1,000 greater than the amount determined by the management of the Closing Date Balance Sheet Business, and shall be permitted to review the working papers, if any, Buyer contests only $500 of the Company or amount claimed by the Purchaser's Auditors relating to Sellers, and if 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 daysIndependent Auditor ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the matter shall costs and expenses of arbitration will be submitted allocated 60% (i.e. 300 DIVIDED BY 500) to arbitration by an independent accounting firm of national reputation mutually acceptable Buyer and 40% (i.e. 200 DIVIDED BY 500) 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 PartiesSeller. g. If Closing Net Book Value (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 as finally determined pursuant to this Section 3.34. exceeds Estimated Closing Net Book Value, Buyer shall, within five (5) business days after Closing Net Book Value is finally determined pursuant to this Section 4., pay to the Seller the amount of such excess in immediately available funds. If Closing Net Book Value is less than Estimated Closing Net Book Value, the Seller shall, within five (5) business days after Closing Net Book Value is finally determined pursuant to this Section 4., pay to Buyer in immediately available funds the amount of such shortfall. Without duplication, all amounts owed pursuant to this Section 4. (g) shall include interest, from the Closing Date to the date of payment, at 8% calculated on the basis of a 365-day year (the "Applicable Rate").

Purchase Price Adjustment. (a) Prior to Within 60 days after 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 Purchaser a balance sheet statement of assets and liabilities of the Company 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 Business Day immediately preceding the Closing Date. The Closing Date Balance Sheet This statement will take into account the Spectrolab Shares and the calculations ICO Shares and will give effect to the Transfers contemplated by Article I hereof and will be in a format comparable to the unaudited combined statement of Indebtedness assets and Net Working Capital shall liabilities reflected on Schedule 5.8(a) (such statement, the "Closing Statement of Assets and Liabilities"). Except as identified on Schedule 3.2(c) or Schedule 5.8(b), the Closing Statement of Assets and Liabilities will be prepared in accordance with GAAP, and to the extent consistent with GAAP, GAAP consistently applied using the same accounting methods, policies, practices and procedures procedures, with classifications, judgments consistent classifications and estimation methodologies consistent with as were used in the preparation of the Interim Statement of Assets and Liabilities, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from or resulting as a consequence of the transactions contemplated hereby. 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. (b) The Closing Statement of Assets and Liabilities shall be accompanied by an additional schedule of information (the "Closing Statement of Net Assets") which will identify the amounts to be eliminated from the Closing Statement of Assets and Liabilities to arrive at amounts to be included in the purchase price adjustment calculation. The first column of the Closing Statement of Net Assets shall consist of the balances from the Closing Statement of Assets and Liabilities. The second column will detail the amounts to be eliminated from the Closing Statement of Assets and Liabilities to arrive at amounts to be included in the determination of the purchase price adjustment calculation. Balances related to the following items will be excluded from all aspects of the purchase price adjustment calculation: the ICO Shares, all pension related accounts, all OPEB related accounts, all other employee related liabilities carried at the Xxxxxx corporate level, all income tax accounts, any reserve for the China Investigation and goodwill. After the elimination of these items, the third column will include the remaining asset and liability balances to be used to determine the Closing Net Assets. (c) The parties hereto agree that the purchase price adjustment is not intended to permit the introduction of different accounting methods, policies, practices, procedures, classifications or estimation methodologies for purposes of determining the asset and liability balances from those used in the preparation of the Company Financial StatementsInterim Statement of Assets and Liabilities unless required by GAAP. Further, the purchase price adjustment shall treat certain items in the manner specified on Schedule 3.2(c) and Schedule 5.8(b). 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 Statement of Net Assets referred to in paragraph (b) above and the resolution of any disputes that may arise under this Section 3.2. (d) If the Purchaser disagrees with the determination of the Closing Net Assets as shown on the Closing Statement of Net Assets, the Purchaser shall notify the Seller in writing of such disagreement within 15 calendar 60 days following after delivery of the Closing Date Balance Sheet Compost does Statement of Net Assets, 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. The Purchaser shall provide reasonable supporting documentation for each such disagreement no later than three days after delivery of the notice. After the end of such 60-day period, the Purchaser may not object introduce additional disagreements with respect to any item in writing theretothe Closing Statement of Net Assets or increase the amount of any disagreement, Compost and any item not so identified shall have been be deemed to have be agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then by the Purchaser and Compost will be final and binding upon the parties. Similarly, a disagreement by the Purchaser does not provide any right to the Seller to introduce any changes to net assets not directly related to the disputed item. During the 60-day period of its review, the Purchaser shall have reasonable access to any documents, schedules or workpapers used in the preparation of the Closing Statement of Net Assets. (e) The Purchaser and the Seller agree to 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 any such disagreement 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 resolution agreed 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 writing by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration Seller 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 the Seller are unable to agree on resolve all disagreements properly identified by the Neutral AuditorsPurchaser pursuant to Section 3.2(d) within 60 days after delivery to Seller of written notice of such disagreement, then they the disputed matters shall request be referred to the Chief Financial Officers of the respective businesses for resolution. If the Chief Financial Officers are unable to resolve all disagreements within 30 days, then, within 30 days thereafter, the Purchaser and the Seller shall jointly select an arbiter from one of the "Big 5" accounting firms that is not the independent auditor of either the Purchaser or the Seller; if the Purchaser and the Seller are unable to select such an arbiter within such time period, the American Arbitration Association shall make such selection (the person so selected shall be referred to appoint herein as the Neutral Auditors"Accounting Arbitrator"). All fees The Accounting Arbitrator so selected will only consider those items and expenses relating amounts set forth in the Closing Statement of Net Assets as to appointment which the Purchaser and the Seller 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 Neutral Auditors Agreement. The Accounting Arbitrator shall deliver to the Purchaser and the workSeller, if anyas promptly as practicable and in any event within 180 days after his or her appointment, to be performed a written report setting forth the resolution of any such disagreement determined in accordance with the terms of the Agreement. The Accounting Arbitrator shall select as a resolution the position of either the Purchaser or the Seller for each item of disagreement (based solely on presentations and supporting material provided by the Neutral Auditors will parties and not pursuant to any independent review) and may not impose an alternative resolution. Such report shall be final and binding upon the Purchaser and the Seller. The fees, expenses and costs of the Accounting Arbitrator shall be borne equally one-half by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested one-half by the Neutral Auditors. The Neutral Auditors shall act Seller. (f) If the Closing Net Assets as an arbitrator to determine those issues still finally determined in dispute. In resolving any disputed itemaccordance with this Section 3.2 are less than the Estimated Closing Net Assets, the Neutral Auditors (x) Purchase Price shall be bound decreased on a dollar for dollar basis by the provisions amount of this Agreement such shortfall, and (y) may not assign a value to any item if the Closing Net Assets are greater than the greatest value for such item claimed by either Party or less than Estimated Closing Net Assets, the smallest value for such item claimed by either Party. The Neutral Auditors' determination Purchase Price shall be made within 30 days after their selection and shall set forth in increased on a written statement their findings as to dollar for dollar basis by the dispute and the resulting computation amount of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on the Partiessuch excess. (cg) Within three business days following If any adjustment under this Section 3.2 results in a reduction in the agreement on the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery of the written statement of the Neutral AuditorsPurchase Price, the following excess or deficit Seller shall pay to the Purchaser the amount shall be due of such reduction, and payable: (i) if any adjustment results in an increase in the Estimated Adjustment Amount less the Adjustment Amount is a positive numberPurchase Price, the Purchaser shall pay Compost a cash to the Seller 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 Business Days after the final determination of the amount of such reduction or increase in Purchase Price, plus interest on the amount of such reduction or increase from the Closing Date to the date of such payment thereof at the per annum rate equal to such excess or (ii) if the Estimated Adjustment Amount less rate announced by Citibank, N.A. in the Adjustment Amount is a negative number, Compost shall pay City of New York as its base rate in effect on 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 3.3Closing Date.

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, and in any event within ninety (90) 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 Seller a balance sheet statement (the “Closing Statement”) setting forth the Purchaser’s good faith calculation of Closing Cash, Closing Working Capital, Closing Indebtedness, Closing Transaction Expenses and the Company Final Purchase Price, together with such schedules and data with respect to the determination thereof as of are appropriate to support the calculations set forth in the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing DateStatement. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital Statement shall be prepared in accordance with GAAPthe terms of this Agreement and the Accounting Principles. The parties agree that the purpose of preparing the Closing Statement and determining Closing Cash, Closing Working Capital, Closing Indebtedness and Closing Transaction Expenses and the related adjustments contemplated by this Section 2.04 is to measure the amount of Closing Cash, Closing Working Capital, Closing Indebtedness and Closing Transaction Expenses in accordance with the terms of this Agreement and the Accounting Principles, and such process is not intended to permit the extent consistent with GAAP, using the same introduction of different accounting methods, policies, practices and procedures with classificationsprinciples, judgments and practices, procedures, judgments, classifications or estimation methodologies consistent with those used in preparation for the purpose of the Company Financial Statements. If within 15 calendar days following delivery of determining the Closing Date Balance Sheet Compost does not object Cash, Closing Working Capital, Closing Transaction Expenses and Closing Indebtedness other than those set forth in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance SheetAccounting Principles. 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 Closing Date Balance Sheet Statement, the Purchaser shall provide the Seller and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have its Representatives with reasonable access during normal business hours (subject to all relevant the execution of customary document access letters) to the accounting books and records (including work papers) and employees of other documents that were used in the Company preparation of, or otherwise reasonably relate to, the Closing Statement, to the extent required reasonably requested to complete their review of permit the Closing Date Balance Sheet and shall be permitted Seller to review the working papersClosing Statement and the Purchaser’s calculation of Closing Cash, if anyClosing Working Capital, Closing Indebtedness, Closing Transaction Expenses and the Final Purchase Price as set forth therein. (b) The Closing Statement shall become final and binding upon the parties on the forty-fifth (45th) day following receipt thereof by the Seller, unless the Seller gives written notice of its disagreement with the Closing Statement (a “Notice of Disagreement”) to the Purchaser prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and include the Seller’s calculation of the Company or Final Purchase Price. If a timely Notice of Disagreement is received by the Purchaser's Auditors , then the Closing Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date on which the Purchaser and the Seller resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date on which all such disputed matters are finally resolved in writing by the Independent Expert pursuant to the procedures set forth in this Section 2.04. During the thirty (30) day period following the delivery of a Notice of Disagreement, the Purchaser and the Seller shall work in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. (c) At the end of the thirty (30) day period following delivery of the Notice of Disagreement, the Purchaser and the Seller shall submit to the Independent Expert for review any and all matters that remain in dispute and were included in the Notice of Disagreement. The parties shall instruct the Independent Expert to render its decision as to such disputed items and the effect of its decision on the Closing Statement as promptly as practicable but in no event later than forty-five (45) days after the date of such submission. Each party shall furnish to the Independent Expert such working papers and other relevant documents and information relating to the Closing Date Balance Sheet. Purchaser disputed items, and Purchaser's Auditors shall provide interviews, answer questions and otherwise cooperate with Compost and their representatives the Independent Expert as the Independent Expert may reasonably request in facilitating connection with its determination of such reviewdisputed items. Should such negotiations not result In the event either party shall participate in an agreement within 20 calendar daysteleconferences or meetings with, then or make presentations to, the matter Independent Expert, the other party shall be submitted entitled to arbitration by an independent accounting firm reasonable advance notice of, and to participate in, such teleconferences, meetings or presentations. The terms of national reputation mutually acceptable to appointment and engagement of the Purchaser and Compost (the "Neutral Auditors"). Such arbitration Independent Expert shall be governed by as agreed upon between the rules provided parties 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 disputewriting. In resolving any such disputed item, the Neutral Auditors Independent Expert (xi) shall be bound act in the capacity of an expert and not as an arbitrator, (ii) shall limit its review to matters specifically set forth in the Notice of Disagreement as to a disputed item (other than matters thereafter resolved by mutual written agreement of the provisions parties) and whether or not such dispute item has been determined in accordance with the terms of this Agreement and the Accounting Principles and (yiii) may shall not assign a value to any disputed 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 in the Closing Statement or in the Notice of Disagreement, as applicable. The Neutral Auditors' Independent Expert is not authorized to, and shall not, make any other determination, including (A) any determination with respect to any matter included in the Closing Statement or the Notice of Disagreement that was not submitted for resolution to the Independent Expert, (B) any determination as to the accuracy of any representation or warranty in this Agreement or (C) any determination as to compliance by any party with any of its respective covenants in this Agreement (other than this Section 2.04). Any dispute not within the scope of the disputed items to be resolved by the Independent Expert pursuant to this Section 2.04 shall be resolved as otherwise provided in this Agreement. (d) The final determination by the Independent Expert of the disputed items submitted to it pursuant to this Section 2.04 shall (i) be in writing, (ii) include the Independent Expert’s calculation of the Final Purchase Price, (iii) include the Independent Expert’s determination of each disputed item submitted to it pursuant to this Section 2.04 and (iv) include a brief summary of the Independent Expert’s reasons for its determination regarding each such disputed item. (e) The final determination of the disputed items by the Independent Expert shall be final and binding upon the parties (absent manifest error or Fraud) and an order may be entered in respect thereof by a court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Independent Expert incurred pursuant to this Section 2.04 shall be borne 50% by the Purchaser and 50% by the Seller. (f) Following the Closing Statement becoming final and binding upon the parties pursuant to this Section 2.04, a payment (the “Final Purchase Price Adjustment”) shall be made within 30 days after their selection and shall set forth by or on behalf of the applicable party in a written statement their findings accordance with this Section 2.04 as an adjustment to the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and CompostPurchase Price. The Neutral Auditor's determination will Final Purchase Price Adjustment shall be final, binding and conclusive on the Parties. (c) Within three business days following the agreement on an amount equal to the Closing Date Balance Sheet setting forth Purchase Price minus the Adjustment Amount or the delivery of the written statement of the Neutral AuditorsFinal Purchase Price and, the following excess or deficit amount shall be due and payable: (i) if the Estimated Final Purchase Price Adjustment Amount less is positive, an amount equal to the Final Purchase Price Adjustment Amount is a positive number, shall be paid to the Purchaser shall pay Compost a cash payment equal to (or one or more Affiliates designated by the Purchaser in such excess amounts designated by the Purchaser) by the Seller (or one or more Affiliates designated by the Seller in such amounts designated by the Seller) and (ii) if the Estimated Final Purchase Price Adjustment Amount less is negative, an amount equal to the absolute value of the Final Purchase Price Adjustment Amount is a negative number, Compost shall pay be paid to the Seller (or one or more Affiliates designated by the Seller) by the Purchaser a cash payment equal (or one or more Affiliates designated by the Purchaser), subject to such deficitappropriate Tax withholding (pursuant to Section 2.05). Any such excess or deficit payment shall be due and payable within three (3) business days after the Adjustment Amount is determined payments pursuant to this Section 3.32.04 shall be made in U.S. Dollars by wire transfer of immediately available funds to an account or accounts designated by the receiving party within five (5) days after the Closing Statement becomes final and binding upon the parties.

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 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 Xxxxx Xxxxxxxx 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 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 Not less than three Business Days prior to the anticipated Closing Date, Compost the Company shall deliver to Purchaser a worksheet good faith estimate which shall be attached as Exhibit B heretoset forth the estimated Closing Cash, setting forth a reasonable estimate which shall reflect payment of the Transaction Expenses expected to be paid prior to Closing and Change of Control Payments expected to be paid prior to Closing (“Estimated Cash”), the estimated Closing Indebtedness and Net (“Estimated Indebtedness”), the estimated Closing Working Capital as of (“Estimated Working Capital”), the estimated Transaction Expenses to the extent not expected to be paid prior to the Closing Date as well as a computation of and reflected in Estimated Cash (“Estimated Transaction Expenses”) and the estimated Adjustment Amount Change of Control Payments to the extent not expected to be paid prior to Closing and reflected in Estimated Cash (“Estimated Change of Control Payments”), in each case, calculated in a manner consistent and in accordance with the "Estimated Adjustment Amount")Accounting Principles. The worksheet “Closing Date Amount” shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If equal the Purchase Price minus the Adjustment Escrow Amount minus the Indemnity Escrow Amount plus Estimated Cash minus Estimated Indebtedness plus Estimated Working Capital minus Target Working Capital minus Estimated Transaction Expenses minus the Estimated Adjustment Amount is a positive number, Change of Control Payments minus 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 Member Representative Amount. (b) Within 90 days after the ClosingClosing Date, the Purchaser shall cause the Company to prepare and deliver to Compost Member Representative a balance sheet of statement (the Company “Statement”), setting forth (i) Cash as of the Effective Time (“Closing Date (the "Closing Date Balance Sheet"Cash”), including a computation of the actual Adjustment Amount of the Company (ii) Working Capital as of the Effective Time (“Closing Date. The Working Capital”), (iii) the outstanding principal and accrued interest of all Indebtedness as of the Effective Time (“Closing Date Balance Sheet Indebtedness”), (iv) Change of Control Payments to the extent not paid prior to the Closing (“Closing Change of Control Payments”) and (v) Transaction Expenses to the calculations of Indebtedness extent not paid prior to the Closing, each determined in a manner consistent and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using Accounting Principles. (c) During the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation 30-day period following Member Representative’s receipt 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 Statement (as such period shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser be extended if 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 as required under Section 3.3(b1.04(e)), Compost Member Representative and other representatives of Compost shall have reasonable access during normal business hours to all relevant books its accountants and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and advisors shall be permitted to review the working paperspapers relating to the Statement. The Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Member Representative gives written notice of its disagreement with the Statement (a “Notice of Disagreement”) to Purchaser on or prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and Member Representative’s calculation (in accordance with the Accounting Principles) of such disputed items or amounts. If a Notice of Disagreement is given by Member Representative in a timely manner, then the Statement (as revised in accordance with this Section 1.04) shall become final and binding upon Member Representative and Purchaser on the earlier of (i) the date Member Representative and Purchaser resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date all disputed matters are finally resolved in writing by the Accounting Firm. During the 60-day period following the delivery of a Notice of Disagreement, Member Representative and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement and agree on a final and binding determination of Closing Working Capital, Closing Indebtedness, Closing Change of Control Payments, Transaction Expenses and Closing Cash, as applicable. During such period, Purchaser and its accountants and advisors shall be permitted to review the working papers prepared in connection with Member Representative’s preparation of the Notice of Disagreement. At the end of such 60-day period, if no agreement on Closing Working Capital, Closing Indebtedness, Closing Change of Control Payments, Transaction Expenses or Closing Cash, as applicable, has been reached, Member Representative and Purchaser shall submit in writing their positions with respect to any and all matters that remain in dispute and that were properly included in the Notice of Disagreement to an internationally recognized independent accounting firm (the “Accounting Firm”) to review the relevant portions of the Statement and the disputed items or amounts for resolution of any and all such matters. In making such calculation, the Accounting Firm shall consider only those items or amounts in the Statement and Purchaser’s calculation of Closing Cash, Closing Indebtedness, Closing Change of Control Payments, Transaction Expenses and Closing Working Capital in respect of which Member Representative has delivered a Notice of Disagreement in accordance with this Section 1.04. The Accounting Firm shall be an internationally recognized independent public accounting firm as shall be agreed upon by Member Representative and Purchaser in writing. Member Representative and Purchaser shall jointly instruct the Accounting Firm that it (1), subject to the limitations of this Section 1.04(c), shall act as an arbitrator, (2) shall review only the matters that were properly included in the Notice of Disagreement and that remain in dispute, (3) shall make its determination in accordance with the requirements of this Section 1.04 and based solely on the written submissions of Member Representative and Purchaser and their respective accountants and advisors, disregarding any adjustments or arguments of Member Representative inconsistent with or not set forth in the Notice of Disagreement, and not by independent review, (4) shall, with respect to each disputed item and the amounts submitted in writing to the Accounting Firm, determine whether and to what extent, if any, such disputed items are correct or require adjustment (provided that in all instances, the Accounting Firm’s determinations must be within the range of the Company amounts set forth in the written submissions of Purchaser and Member Representative) and (5) shall render its written decision as promptly as practicable, but in no event later than 30 days after submission to the Accounting Firm of all matters in dispute. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether there were mathematical errors in the Statement and whether the calculation of the Closing Working Capital, the Closing Indebtedness, the Closing Cash, the Closing Change of Control Payments or the Purchaser's Auditors relating Transaction Expenses was done in accordance with the definitions thereof, the Accounting Principles and this Section 1.04. Any disputes regarding the scope of disputes to be resolved by the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors Accounting Firm pursuant to this Section 1.04 shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations not result in an agreement within 20 calendar days, then be resolved by the matter Accounting Firm but rather shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to the Purchaser and Compost (the "Neutral Auditors")resolved in accordance with Section 10.10. Such arbitration shall be governed Any determinations by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c)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 any work or analyses performed by the Neutral Auditors will Accounting Firm in connection with its resolution of any dispute under this Section 1.04, shall not be borne equally admissible in evidence in any proceeding between Member Representative and Purchaser, other than to the extent necessary to enforce payment obligations under Section 1.04(d). Without limiting the generality of the foregoing, the Accounting Firm is not authorized or permitted to make any determination as to the accuracy of Section 3.06 or any other representation or warranty set forth in Article II, Article III or Article IV of this Agreement or as to compliance by the Purchaser and Compostparties to this Agreement with any of their respective covenants in this Agreement (other than in this Section 1.04). Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. 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) Accounting Firm’s determination shall be bound accompanied by a certificate of the Accounting Firm that it reached its decision in accordance with 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 PartySection 1.04(c). The Neutral Auditors' determination shall be made within 30 days after their selection fees and shall set forth in a written statement their findings as to the dispute and the resulting computation 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 3.31.04 shall be borne by Purchaser, on the one hand, and Member Representative, on the other hand, in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time its determination on the merits of the matters submitted is rendered. The fees and disbursements of Member Representative incurred in connection with its review of the Statement, its preparation of any Notice of Disagreement and its preparation of any written submissions to the Accounting Firm shall be borne by Member Representative, and the fees and disbursements of Purchaser incurred in connection with its preparation of the Statement, its review of any Notice of Disagreement and its preparation of any written submissions to the Accounting Firm shall be borne by Purchaser.

Purchase Price Adjustment. (a) Prior As soon as practicable following the date hereof, the Company shall engage Xxxx Xxxxxxxxxx and Company to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate conduct an audit 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 . The Closing Balance Sheet shall be prepared in accordance with U.S. generally accepted accounting principles which shall be applied consistent with those used in the preparation of the actual Adjustment Amount Company's audited balance sheet as of December 31, 1996 to the extent that such principles are in conformity with U.S. generally accepted accounting principles. (b) In connection with the preparation by the Company and the audit by Xxxx Xxxxxxxxxx and Company of the Closing Balance Sheet, BUYER shall engage KPMG and the Selling Shareholders shall engage Price Waterhouse, at their own respective expense, to review the work papers of Xxxx Xxxxxxxxxx and Company and conduct such other activities as they deem appropriate. (c) Promptly following the delivery of the audited Closing Balance Sheet, which is anticipated to be available on or about fifteen (15) days following the Closing Date, KPMG, Price Waterhouse and Xxxx Xxxxxxxxxx and Company (KPMG, Price Waterhouse and Xxxx Xxxxxxxxxx and Company being collectively referred to as the "Accountants" for purposes of this Section 2.05) shall meet to determine the Net Book Value of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital upon which any Purchase Price Adjustment required by this Section 2.05 shall be prepared in accordance with GAAPbased (the "Agreed Net Book Value"). In making such determination, and to the extent Accountants shall take into consideration such matters as they deem appropriate consistent with GAAPU.S. generally accepted accounting principles. (d) Without limiting the generality of the foregoing, using it is expressly agreed that one-half of the same accounting methodscost of the audit by Xxxx Xxxxxxxxxx and Company and all the costs of counsel for the Selling Shareholders contemplated by this Section 2.05 shall be recorded as a pre-Closing liability of the Company, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation it being agreed that one-half of the cost of said audit shall be treated as a liability of the Company Financial Statements. If within 15 calendar days following delivery of arising after the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall regardless of how it might otherwise have been deemed to have agreed to treated on the audited 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 The amount certified by at least two of the Closing Date Balance Sheet Accountants to be the Agreed Net Book Value shall be used as the basis for the adjustment payment provided for in Sections 2.05 (e) and during (f), below. (e) BUYER shall pay each of the period Selling Shareholders its or his Pro Rata Portion of any dispute within the contemplation amount by which the Agreed Net Book Value exceeds fourteen million, three hundred thousand dollars ($14,300,000). The Selling Shareholders, severally and not jointly, shall pay to BUYER its or his Pro Rata Portion of the amount by which the Agreed Net Book Value is less than fourteen million, three hundred thousand dollars ($14,300,000). (f) Any payments required by 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 2.05 shall be made within 30 days after their selection and shall set forth in a written statement their findings as by wire transfer of immediately available funds to the dispute and account(s) designated by 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 party entitled 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 payments within three (3) business days after of the Adjustment Amount is determined pursuant to this Section 3.3determination of the Agreed Net Book Value.

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 Sxxxxxx, 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 Sxxxxxx, 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 Within 30 days following the Closing Date, Compost Sellers shall deliver cause to be prepared and 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 (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 schedule (the "Closing Date Balance SheetSchedule of ------------------- Net Assets"), including a computation substantially in the form of the actual Adjustment Amount Interim Schedule of the Company Net ---------- Assets which is attached hereto as of Schedule 1.41, reflecting the Closing Date. The ------------- Net Asset Value, and setting forth any proposed adjustment to the Purchase Price based upon the difference between the Closing Date Balance Sheet Net Asset Value and the calculations Interim Net Asset Value. Such Closing Schedule of Indebtedness and Net Working Capital Assets shall be prepared in accordance with GAAPGenerally Accepted Accounting Principles consistently applied, except that it shall omit the statements of income, cash flows, retained earnings and all footnotes. Purchaser shall provide Sellers, and any representative of Sellers, full access to the extent consistent with GAAP, using the same accounting methods, policies, practices books and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation records of the Company Financial StatementsBusiness for purposes of preparing the Closing Schedule of Net Assets. If within 15 calendar days following delivery All outside services utilized to create the Closing Schedule of Net Assets shall be at the sole cost and expense of Sellers. (b) Upon receipt of the Closing Schedule of Net Assets, Graphic shall, at its expense, cause its Certified Public Accountants, Kanes Benator & Company, L.L.C., to conduct a balance sheet audit of the Closing Schedule of Net Assets (the "Audited Schedule of Net Assets") reflecting ------------------------------ the Audited Net Asset Value as of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed and setting forth any proposed adjustment to the Closing Date Balance SheetPurchase Price based on the difference between the Interim Net Asset Value and the Audited Net Asset Value. 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 The audit of the Closing Date Balance Sheet Schedule of Net Assets shall be completed and during the period Audited Schedule of any dispute Net Assets shall be delivered to Sellers 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 sixty (60) days following receipt of the Closing Date Balance Sheet Schedule of Net Assets and the audit shall be permitted to review conducted in accordance with Generally Accepted Auditing Standards as promulgated by the working papers, if any, American Institute of Certified Public Accountants and 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 Audited Schedule of Net Assets shall be submitted to arbitration by an independent accounting firm prepared in Accordance with Generally Accepted Accounting Principles consistently applied, except that it shall omit the statements of national reputation mutually acceptable to the Purchaser income, cash flows, retained earnings 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 Partiesall footnotes. (c) Within three Sellers shall have fifteen (15) days following receipt of the Audited Schedule of Net Assets to agree or disagree with the calculation of the Audited Net Asset Value as set forth therein. If Sellers agree within such fifteen (15) day period, payment of any difference between the Interim Net Asset Value and the Audited Net Asset Value shall be made as provided in Section 2.5(e) hereof. Failure of Sellers to notify Purchaser of a -------------- disagreement, together with a reason or reasons therefor, shall be deemed agreement with the calculation of Purchase Price in the Audited Schedule of Net Assets. If the parties do not agree, notice of the same shall be delivered to Purchaser within such fifteen (15) day period, which notice shall specify the item or items of disagreement and the reasons therefor. Such dispute shall be resolved by arbitration, as set forth in Section 8.5 ----------- hereof. (d) The Purchase Price to be paid to the Sellers shall be adjusted, dollar for dollar, in the aggregate, as follows: (i) upward or downward, by the amount by which the Audited Net Asset Value as shown on the final Audited Schedule of Net Assets, as agreed upon by the parties as set forth in Section 2.5(c) hereof, is more or less than (whichever is the case) the Interim Net Asset Value; (ii) downward, by the face value of any accounts or notes receivable in favor of the Joint Venture or the Corporation which are (A) included in the Audited Schedule of Net Assets, (B) in excess of any bad debt reserve provided for on the Audited Schedule of Net Assets, and (C) remain uncollected one hundred twenty (120) days after the date of the Audited Schedule of Net Assets; (iii) downward, by an amount equal to any loss, damage, cost or expense (including, but not limited to, reasonable attorney's fees and court costs) incurred by Graphic or Purchaser as a result of the breach of any representation, warranty or covenant of the Sellers contained herein or in the schedules attached hereto; and (iv) upward by the amount of accounts or notes receivable in favor of the Joint Venture or the Corporation which are actually collected within one hundred twenty (120) days after the date of the Audited Schedule of Net Assets which exceed the face value of such accounts or notes receivable included in the Audited Schedule of Net Assets net of any bad debt reserve reflected therein. (e) If the adjustment set forth in Section 2.5(d) hereof results in an upward adjustment in the Purchase Price, Purchaser shall pay the amount of such adjustment to Sellers in Graphic Common Stock valued at the Stock Price and allocated among the Sellers as provided in Section 2.6 hereof. If the adjustment set forth in Section 2.5(d) hereof results in a downward adjustment in the Purchase Price, Sellers jointly and severally shall pay Purchaser the amount of such adjustment in Graphic Common Stock valued at the Stock Price. In the event there is a reduction in the Purchase Price pursuant to this Section 2.5, the amount of such reduction shall first be sought by Purchaser from the Escrow Stock Consideration in accordance with the Escrow Agreement, and if the available Escrow Stock Consideration is not sufficient to pay such deficiency, the Sellers shall remain jointly and severally liable therefor; provided, however, that payment from the Escrow Stock Consideration shall not be Purchaser's exclusive source for payment of such reduction. Any payment in Graphic Common Stock under this Section 2.5(e) shall be made by rounding the number of shares to the nearest whole number and no fractional shares shall be paid or payable. Any payments due under this Section 2.5(e) shall be made within ten (10) business days following the final determination and agreement on by the Closing Date Balance Sheet setting forth the Adjustment Amount or the delivery parties of the written statement Purchase Price adjustment under Section 2.5(d) hereof. If there is a disagreement regarding the total amount of the Neutral Auditorsadjustment, the following excess or deficit amount any undisputed amounts shall be due and payable: paid within ten (i10) if days of 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 notice of dispute. (iif) 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 accounts receivable which remain uncollected one hundred twenty (3120) business days after the Adjustment Amount is determined date of the Audited Schedule of Net Assets and which result in a downward adjustment in the Purchase Price pursuant to this Section 3.32.5(d)(ii) hereof shall be transferred back to the Sellers upon final settlement of the Purchase Price.

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 Promptly after the Closing Date, Compost and in any event not later than sixty (60) days following the Closing Date, Sellers shall prepare and deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate statement of the Indebtedness and Net Working Capital as of at the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"“Closing Date Working Capital Statement”). The worksheet Closing Date Working Capital Statement shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is on 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 basis consistent with preparation of the Estimated Adjustment AmountUnaudited Balance Sheet. (b) Within 90 days after the Closing, the After delivery to Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of the Closing Date (Working Capital Statement, Purchaser may make inquiries of Sellers and their accountants regarding questions concerning or disagreements with the "Closing Date Balance Sheet")Working Capital Statement arising in the course of such review. Sellers shall deliver and/or make available to the Purchaser and its accountants and financial advisors, including a computation of the actual Adjustment Amount of the Company as of all records and supporting documentation used to prepare the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAPStatement, and shall provide reasonable access to the extent consistent with GAAP, using personnel responsible for preparing the same accounting methods, policies, practices during normal business hours and procedures with classifications, judgments upon advance notice to Sellers and estimation methodologies consistent with those used shall use commercially reasonable efforts to provide full and timely responses to all Purchaser inquiries reasonably raised in preparation of the Company Financial Statementsconnection therewith. If within 15 calendar days following delivery Purchaser shall complete its review 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 Working Capital Statement within thirty (30) days following of the delivery of the Closing Date Balance Sheet and during Working Capital Statement to Purchaser. Within five (5) Business Days after the period conclusion of any dispute within such thirty-day period, Purchaser shall submit to Sellers a letter regarding their concurrence or disagreement with 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 accuracy of the Closing Date Balance Sheet and shall be permitted to review Working Capital Statement. Unless Purchaser delivers a letter disagreeing with the working papers, if any, accuracy of the Company or the Purchaser's Auditors relating to the Closing Date Balance SheetWorking Capital Statement within such five (5) Business Day period, the Closing Date Working Capital Statement shall bind the parties. Following delivery of such letter, if Purchaser shall disagree as to the computation of any item in the Closing Date Working Capital Statement, Purchaser and Purchaser's Auditors Sellers shall cooperate attempt promptly to resolve such disagreement in good faith. If a resolution of such disagreement has not been effected within fifteen (15) days (or longer, as mutually agreed by the parties) after delivery of such letter, Purchaser and Sellers shall submit such disagreement to Xxxxx Xxxxxxxx (the “Accountant”). The determination of the Accountant with Compost and their representatives in facilitating respect to such review. Should such negotiations not result in an agreement within 20 calendar days, then the matter disagreement shall be submitted to arbitration by an independent accounting firm of national reputation mutually acceptable to completed within thirty (30) days after 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 Accountant and the work, if any, to such determination shall be performed by the Neutral Auditors will be borne equally by the Purchaser final and Compostbinding upon Sellers and Purchaser. The Parties agree Accountant shall adopt the position of either Sellers or Purchaser with respect 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 each item in dispute. In resolving any disputed item, the Neutral Auditors (x) Working Capital as finally determined in accordance herewith shall be bound referred to as “Closing Date Working Capital”. The fees, costs and expenses of the Accountant selected in the event of a dispute shall be paid by the provisions of this Agreement and (y) may party whose position is not assign a value to any item greater than adopted by 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 PartiesAccountant. (c) Within three business days following the agreement on If the Closing Date Balance Sheet setting forth Working Capital is less than the Adjustment Amount or the delivery Working Capital of the written statement of the Neutral AuditorsBusiness as set forth on Schedule 2.8(c) (such amount, the following excess or deficit amount “Target Working Capital”), then Sellers shall be due and payable: obligated to pay to Purchaser the amount of any such difference within two (i2) if Business Days after the Estimated Adjustment Amount less determination of Closing Date Working Capital. If Closing Date Working Capital is greater than the Adjustment Amount is a positive numberTarget Working Capital, the then Purchaser shall be obligated to pay Compost a cash payment equal to Sellers the amount of any such excess or difference within two (ii2) if Business Days after the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to such deficitdetermination of Closing Date Working Capital. Any such excess or deficit payment shall be due and payable within three (3) business days after made by wire transfer of immediately available funds to the Adjustment Amount is determined account designated in writing by Sellers or Purchaser, as the case may be. Any payment made pursuant to this Section 3.32.8(c) shall be made with interest (such interest to be calculated on the basis of a year of 360 days and the actual number of days elapsed) on such amount from the Closing Date to the date of such payment at a rate equal to eight percent (8%) per annum.

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 calculation of the calculations of Indebtedness and Net Working Capital Amount and the Tangible Net Worth shall be prepared in accordance with GAAP, and deemed final for the purposes of this Section 2.4 upon the earliest of (i) the failure of Seller 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 notify Purchaser of the Company Financial Statements. If a dispute within 15 calendar 30 days following delivery of Seller’s receipt of the Closing Date Balance Sheet Compost does not object in writing theretofrom Purchaser, Compost shall have been deemed (ii) the resolution of all disputes, pursuant to have agreed Section 2.4(b), by Seller and Purchaser or (iii) the resolution of all disputes, pursuant to Section 2.4(b), by 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 disagreementAccounting Firm. Within the first fifteen calendar days following the delivery three Business Days 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 Working Capital Amount and the Tangible Net Worth being deemed final, a Purchase Price adjustment shall be paid as follows: (I) If the Working Capital Amount calculated based on the Closing Date Balance Sheet is less than the Estimated Working Capital Amount, Seller shall pay to Purchaser, in immediately available funds, an amount equal to the extent required excess of the Estimated Working Capital Amount over the Working Capital Amount based on the Closing Date Balance Sheet (any such excess, the “Working Capital Deficiency Amount”). Seller shall pay the Working Capital Deficiency Amount, if applicable, to complete their review Purchaser in cash by wire transfer of immediately available federal funds to such bank account(s) as shall be designated in writing by Purchaser to Seller within one (1) Business Day of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, calculation 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 Working Capital Amount to Purchaser and Compost. The Neutral Auditor's determination will be being deemed final, binding and conclusive on the Parties. (cII) Within three business days following If the agreement Working Capital Amount calculated based on the Closing Date Balance Sheet setting forth is greater than the Adjustment Amount or Estimated Working Capital Amount, Purchaser shall pay to Seller, in immediately available funds, an amount equal to the delivery excess of the written statement Working Capital Amount based on the Closing Date Balance Sheet over the Estimated Working Capital Amount (any such excess, the “Working Capital Surplus Amount”). Purchaser shall pay the Working Capital Surplus Amount, if applicable, to Seller in cash by wire transfer of immediately available federal funds to such bank account(s) as shall be designated in writing by Seller to Purchaser within one (1) Business Day of the Neutral Auditors, Closing Date Balance Sheet and calculation of the following excess or deficit amount shall be due and payable: Working Capital Amount being deemed final. (III) If the sum of (i) if the Estimated Adjustment Amount less Tangible Net Worth on the Adjustment Amount is a positive numberClosing Date Balance Sheet, the Purchaser shall pay Compost a cash payment equal to such excess or plus (ii) if any Purchase Price adjustment in favor of Purchaser pursuant to Sections 2.3(b) or 2.4(c)(I), minus (iii) any Purchase Price adjustment in favor of the Estimated Adjustment Amount Seller pursuant to Sections 2.3(b) or 2.4(c)(II) (such sum, the “Adjusted TNW Amount”), is less than $11,575,000, Seller shall pay to Purchaser, in immediately available funds, an amount equal to $11,575,000 less the Adjustment Amount is a negative number, Compost Adjusted TNW Amount. Seller shall pay the such amount, if applicable, to Purchaser a in cash payment equal by wire transfer of immediately available federal funds to such deficit. Any such excess or deficit payment bank account(s) as shall be due designated in writing by Purchaser to Seller within one (1) Business Day of the Closing Date Balance Sheet and payable within three (3) business days after calculation of the Adjustment Amount is determined pursuant to this Section 3.3Tangible Net Worth being deemed final.

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 As soon as practicable, but in no event later than 60 days following the Closing Date, Compost Seller shall deliver to Purchaser prepare 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 combined balance sheet of the Company and the Subsidiaries including the notes thereto as of the close of business on the Closing Balance Sheet Date (the "Closing Date Balance Sheet"), including a computation calculation of the actual Adjustment Amount of the Company as of Working Capital based on the Closing DateBalance Sheet ("Closing Working Capital"), a calculation of Closing Cash based on the Closing Balance Sheet and a calculation of 1998 Average Working Capital. 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 methodsprinciples, policiesprocedures, practices policies and procedures with classificationsmethods that were employed in preparing the Financial Statements as set forth in Exhibit A and Closing Working Capital shall be calculated using the same accounting principles, judgments procedures, policies and estimation methodologies consistent with those used methods employed in calculating Monthly Working Capital for purposes of 1998 Average Working Capital. For purposes of the calculation of Closing Working Capital and Closing Cash, the actions to be taken pursuant to Section 5.9 hereof shall be deemed to have been taken immediately prior to the Closing Balance Sheet Date. (b) 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 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 calculation of Closing Working Capital, Closing Cash and 1998 Average Working Capital (the "Closing Financial Data"), and the period of any dispute within the contemplation of this Section 3.3(b)2.5, Compost Buyer shall cause the Company and other each Subsidiary to (i) provide Seller and Seller's authorized representatives with full access to the books, records, facilities and employees of Compost the Company and each Subsidiary, (ii) provide Seller, within 10 business days after the Closing Date, with normal month-end closing financial information for the period ending on the Closing Balance Sheet Date, and (iii) cooperate fully with Seller and Seller's authorized representatives, including by providing on a timely basis all information necessary or useful in preparing the Closing Financial Data. (c) Seller shall deliver a copy of the Closing Financial Data to Buyer promptly after it has been prepared. After receipt of the Closing Financial Data, Buyer shall have reasonable 20 days to review the Closing Financial Data, together with the workpapers used in the preparation thereof. Buyer and its authorized representatives shall have full access during normal business hours to all relevant books and records and employees of the Company Seller to the extent required to complete their review of the Closing Date Balance Sheet Financial Data. Buyer may dispute items reflected in the calculation of Closing Working Capital, Closing Cash and shall be permitted 1998 Average Working Capital only on the basis that such amounts were not arrived at in conformity with GAAP. Unless Buyer delivers written notice to review Seller on or prior to the working papers, if any, 20th day after Buyer's receipt of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser Financial Data specifying in reasonable detail the amount, nature 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 daysbasis of all disputed items, then the matter Buyer shall be submitted deemed to arbitration by an independent accounting firm of national reputation mutually acceptable have accepted and agreed to the Purchaser and Compost (the "Neutral Auditors"). Such arbitration shall be governed by the rules provided in Sections 11.6(a)calculation of Closing Working Capital, 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.Cash and

Purchase Price Adjustment. (aA) Prior to On or before the date that is ninety (90) calendar 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 and deliver to Compost Seller (i) a balance sheet of the Company as of the Closing Date (the "“Closing Balance Sheet”), and (ii) a calculation of Net Working Capital and Closing Date Net Debt, in each case, based on the Closing Balance Sheet and the respective definitions of Net Working Capital and Closing Date Net Debt herein. Except for the deviations from GAAP set forth on Section 1.03 of the Disclosure Schedule, the Closing Balance Sheet shall be prepared in accordance with GAAP in a manner consistent with the preparation of the December 31, 2006 Balance Sheet"), including a computation of and shall fairly present in all material respects the actual Adjustment Amount financial position of the Company as of the Effective Time, without giving effect to any changes to the balance sheet resulting from the transactions contemplated hereby (including the financing thereof), including any increase in any current assets or reduction in any current liabilities as a result of any state and local Tax benefits relating to expenses incurred by the Company as a result of or in connection with the transactions contemplated hereby which are deductible or creditable by the Company (such benefits for state and local purposes, the “Transaction State Tax Benefits”) and which would otherwise result in reduction in current liabilities or increase in current assets; provided, however, that all Transaction Related Expenses to the extent not paid by the Company or Seller at or prior to the Effective Time shall be accrued as a current liability on the Estimated Closing Date. The Balance Sheet and the Closing Balance Sheet, as the case may be, whether or not such an accrual would be required in accordance with GAAP. (B) Upon delivery of the Closing Balance Sheet, Purchaser will provide Seller and its representatives with reasonable access to the Books and Records of the Company and the workpapers of the Company’s or Purchaser’s accounting firm, if applicable, to the extent reasonably necessary for Seller’s evaluation of the Closing Balance Sheet and the calculation of Net Working Capital and Closing Date Net Debt. Seller may dispute the calculation of Net Working Capital, Closing Date Net Debt or any element of the Closing Balance Sheet relevant to the calculation of Net Working Capital or Closing Date Net Debt by notifying Purchaser of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement, within thirty (30) calendar days after Seller’s receipt of the Closing Balance Sheet; provided, that the basis of any such dispute shall be limited to the failure of the Closing Balance Sheet to have been prepared in accordance with the standards set forth in Section 2.04(A) or the failure of Net Working Capital or Closing Date Net Debt to have been calculated in accordance with the respective definitions of Net Working Capital and Closing Date Net Debt herein. In the event that Seller does not provide such a notice of disagreement within such thirty (30) calendar day period, Seller shall be deemed to have accepted the Closing 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 theretoNet Debt delivered by Purchaser, Compost which 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 for all purposes hereunder. In the event any such notice of disagreement is timely provided, Purchaser and Seller shall use their commercially reasonable efforts for a period of thirty (30) calendar days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the preparation of the Closing Balance Sheet and calculations of Net Working Capital and Closing Date Net Debt. If Purchaser and Seller are unable to resolve such disagreements then, at any time thereafter, either Seller or Purchaser may require that Deloitte & Touche LLP (or such other accounting firm of recognized national standing as may be mutually selected by Purchaser and Seller) (the “Auditor”) shall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable, and in any event within thirty (30) calendar days of the date on which such dispute is referred to the Auditor, whether the Closing Balance Sheet was prepared in accordance with the standards set forth in Section 2.04(A) and (only with respect to the remaining disagreements submitted to the Auditor) whether and to what extent (if any) the calculations of Net Working Capital or Closing Date Net Debt require adjustment. The fees and expenses of the Auditor shall be paid one-half by Purchaser and one-half by Seller. The determination of the Auditor shall be final, conclusive and binding on the Partiesparties. The date on which Net Working Capital and Closing Date Net Debt are finally determined in accordance with this Section 2.04(B) is hereinafter referred to as the “Determination Date.” The Closing Date Net Debt as finally determined in accordance with this Section 2.04(B) shall be referred to as the “Final Closing Date Net Debt”, and the Net Working Capital as finally determined in accordance with this Section 2.04(B) shall be referred to as the “Final Net Working Capital”. (cC) Within three business days following the agreement on the Closing Date Balance Sheet setting forth the The “Adjustment Amount Amount,” which may be positive or the delivery of the written statement of the Neutral Auditorsnegative, the following excess or deficit amount shall be due and payable: mean (i) if the Final Net Working Capital minus (ii) the Estimated Adjustment Amount less Net Working Capital, plus (iii) the Estimated Closing Date Net Debt minus (iv) the Final Closing Date Net Debt. (D) If the Adjustment Amount is a positive numbernumber (such amount, the “Increase Amount”) then, within five (5) Business Days after the Determination Date, (i) Purchaser shall pay Compost a to Seller an aggregate amount in cash payment equal to such excess or the Increase Amount (plus interest accrued thereon from the Closing Date to the date of payment calculated at the Interest Rate) and (ii) if the Estimated Escrow Agent shall pay to Seller an amount equal to the Adjustment Amount less Escrow Funds. If the Adjustment Amount is a negative numbernumber (the absolute value of such amount, Compost the “Deficit Amount”), within five (5) Business Days after the Determination Date, the Escrow Agent shall (x) pay to Purchaser all or such portion of the Adjustment Escrow Funds equal to the Deficit Amount plus interest accrued thereon from the Closing Date to the date of payment calculated at the Interest Rate and (y) pay to Seller the amount, if any, equal to the Adjustment Escrow Funds, if any, remaining after disbursement to Purchaser of funds pursuant to the foregoing clause (x). In the event that the Deficit Amount plus the amount of any interest accrued thereon from the Closing Date to the date of payment calculated at the Interest Rate exceeds the amount of the Adjustment Escrow Funds (such excess amount, the “Shortfall Amount”), Seller shall pay to Purchaser, within five (5) Business Days after the Purchaser a cash payment Determination Date, an amount equal to the Shortfall Amount by wire transfer of immediately available funds; provided, however, in the event that Seller defaults on its obligations hereunder, Purchaser may, in its sole discretion, require that such deficit. Any amount be paid from the Indemnity Escrow Funds, in which case Seller shall promptly pay such excess or deficit payment shall be due and payable within three amount to the Escrow Agent, by wire transfer of immediately available funds, for deposit into the account holding the Indemnity Escrow Funds in accordance with the Escrow Agreement. (3E) business days after Upon determination of the Adjustment Amount is determined in accordance with this Section 2.04, Seller and Purchaser shall each execute joint instructions to the Escrow Agent instructing the Escrow Agent to disburse the Adjustment Escrow Funds (and the Indemnity Escrow Funds if required pursuant to Section 2.04(D)) in accordance with this Section 2.04 and the Escrow Agreement. The Purchase Price shall be deemed to be increased by all payments made by Purchaser to Seller pursuant to this Section 3.32.04, and the Purchase Price shall be deemed to be decreased by the amount of all payments required to be made to Purchaser pursuant to this Section 2.04. (F) If the Purchase Price is reduced pursuant to this Section 2.04, the amount by which the Purchase Price is reduced shall in no event be included in any Losses recoverable by the Purchaser as a result of a breach of any representation or warranty included in Section 3.07, Section 3.23 and Section 3.24 or any other Section arising out of the same facts that caused the Purchase Price to be so reduced.

Purchase Price Adjustment. (a) Prior to As soon as practicable, but not later than 30 days after the Closing Date, Compost the Selling Parties shall deliver to Purchaser provide the Purchasing Parties with (i) unaudited consolidated financial statements of AAI as of the Closing Date (the “Closing Date Financial Statements”), (ii) a worksheet which shall be attached statement of consolidated Working Capital of AAI as Exhibit B heretoof the Closing Date (the “Statement of Working Capital”), setting forth a reasonable estimate true, correct and complete description of each of the Indebtedness and Net components making up the Working Capital as of the Closing Date as well as a computation and setting forth in reasonable detail the calculation of the estimated Adjustment Amount Working Capital and (iii) a statement of earnings before income taxes, depreciation and amortization (“EBITDA”) of AAI, on a consolidated basis, for the 12-month period ending December 31, 2006 (the "Estimated Adjustment Amount"“EBITDA Statement”), setting forth a true, correct and complete description of each of the components making up EBITDA as of December 31, 2006 and setting forth in reasonable detail the calculation of EBITDA as of December 31, 2006. The worksheet Statement of Working Capital and the EBITDA Statement shall be based on a consolidated balance sheet of AAI prepared by Compost and in accordance with generally accepted by Purchaser accounting principles applied in its reasonable discretion. If a consistent manner throughout the Estimated Adjustment Amount is a positive numberperiod specified (“GAAP”) using the same methodology as was used to prepare the AAI Financial Statements, the amount payable in cash at Closing shall be decreased in an amount equal subject to the Estimated Adjustment Amount. If provisions of Section 7.2, and the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal Preliminary Statement of Working Capital (including with respect to the absolute value $446,453.00) without regard to any effects of the Estimated Adjustment Amounttransactions related to the Closing. The Purchasing Parties and their independent auditors and other representatives shall have the right to review and to verify the Statement of Working Capital and the EBITDA Statement when received, and the Selling Parties shall provide the Purchasing Parties with access to all related working papers. (b) Within 90 The Purchasing Parties shall have 30 days following receipt by them of the Statement of Working Capital and the EBITDA Statement during which to dispute the Statement of Working Capital and the EBITDA Statement. The Purchasing Parties shall notify the Selling Parties of any dispute regarding those statements by delivering written notice to the Selling Parties, which shall specifically describe each line item of the Statement of Working Capital and the EBITDA Statement in dispute and the reasons for the dispute. If the Purchasing Parties fail to notify the Selling Parties in writing of any such dispute within that 30-day period, the Statement of Working Capital and the EBITDA Statement shall be final and binding on both the Purchasing Parties and the Selling Parties and shall be the “Final Statement”. If the Purchasing Parties timely notify the Selling Parties of a dispute, and the Selling Parties and the Purchasing Parties cannot resolve the dispute within 20 days after receipt by the Selling Parties of the notice, the dispute shall be resolved by an independent accounting firm mutually agreed to by Maxco and Quanex (the “Independent Accounting Firm”). Maxco and Quanex shall cause the Independent Accounting Firm to make its determination as promptly as practicable and in any event within 45 days after the Closingsubmission of the dispute to the Independent Accounting Firm. The determination of the Independent Accounting Firm shall be limited only to the matters in dispute and shall be final and binding on all Parties. The fees and expenses of the Independent Accounting Firm shall be shared equally by the Purchasing Parties, on the one hand, and the Selling Parties, on the other hand. In the event of a dispute, the Purchaser Statement of Working Capital and the EBITDA Statement, as modified in writing by the Purchasing Parties and the Selling Parties, or by the Independent Accounting Firm, shall cause be the Company to prepare and deliver to Compost a balance sheet of “Final Statement”. (c) If the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company Working Capital as of the Closing Date, as set forth in the Final Statement, exceeds the Working Capital set forth in the Preliminary Statement of Working Capital, then the Closing Purchase Price, as adjusted pursuant to this Section 2.4(b) (the “Adjusted Purchase Price”) shall be increased by that excess. The If the Working Capital, as set forth in the Final Statement, is less than the Working Capital set forth in the Preliminary Statement of Working Capital, then the Adjusted Purchase Price shall be decreased by that deficit. Furthermore, if the EBITDA as of December 31, 2006, as set forth in the EBITDA Statement, is less than $9,600,000 (after adding back any adjustment included in the Final Statement related to the vacation policy amendment by AAI described in Section 7.2), then the Purchase Price shall be decreased by that deficit, but there shall be no further adjustment to the Adjusted Purchase Price if the EBITDA exceeds $9,600,000. After the adjustments described in this Section 2.4(c), if the Adjusted Purchase Price exceeds the Closing Purchase Price, then the Purchasing Parties shall pay the Sellers an amount equal to that excess, and if the Adjusted Purchase Price is less than the Closing Purchase Price, then the Selling Parties shall pay the Purchaser an amount equal to that deficit. (d) Any payment to be made pursuant to Section 2.4(c) shall be made by wire transfer of immediately available funds within five Business Days after the date on which the Statement of Working Capital and the EBITDA Statement become the Final Statement (either upon expiration of the 30-day period referred to in Section 2.4(b) or resolution of any dispute with respect to the Statement of Working Capital or the EBITDA Statement), in an amount determined pursuant to Section 2.4(c), together with interest on that amount from the Closing Date Balance Sheet and through the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAPdate the payment is made, and to at the extent consistent with GAAP, using average prime lending rate for the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation 30-day period before the date of the Company Financial Statements. If within 15 calendar days following delivery payment as announced by Citibank, N.A. (e) From and after the Closing Date, the Purchaser will cooperate with the Selling Parties in the preparation of the Closing Date Balance Sheet Compost does not object Financial Statements and the Statement of Working Capital and will permit Transferred Employees having primary responsibility for the preparation of financial statements to assist the Selling Parties 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 Financial Statements and during the period Statement of any dispute within Working Capital. The Selling Parties shall be responsible for the contemplation of this Section 3.3(b), Compost costs and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees expenses of the Company to the extent required to complete their review preparation of the Closing Date Balance Sheet Financial Statements and Statement of Working Capital and shall be permitted reimburse the Purchasers for any costs or expenses incurred by the Purchasing Parties in connection with their obligations under this Section 2.4(e), including reimbursement for overhead expenses allocable to review the working papers, if any, those obligations. For purposes of the Company foregoing sentence, overhead expenses shall include compensation paid or the Purchaser's Auditors relating payable 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 a Purchasing Party’s employees (the "Neutral Auditors"including employee benefits). 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 to As soon as practicable following the Closing Date (but not later than 30 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 Seller an unaudited balance sheet of the Company as of the Closing Date at June 30, 2000 (the "Closing Date Balance Sheet"), including together with a computation certificate of the actual Adjustment Amount chief financial officer of the Company, stating that the Closing Balance Sheet was prepared in accordance with this Section 3.06. The Closing Balance Sheet shall be prepared so as to present fairly in all material respects the financial position of the Company as at such date and shall be prepared on a basis consistent with the Balance Sheet. (b) If the amount determined by subtracting total liabilities from total assets on the Closing Balance Sheet (the "Closing Adjusted Net Worth") exceeds the amount determined by subtracting total liabilities from total assets on the Balance Sheet (the "Most Recent Adjusted Net Worth"), then Purchaser shall pay to Seller the amount of the excess. If the Most Recent Adjusted Net Worth exceeds the Closing DateAdjusted Net Worth, then Seller shall pay to Purchaser the amount of the excess. The Any amounts payable pursuant to this Section 3.06(b) shall be paid within 2 business days after the Closing Date Balance Sheet is deemed final and conclusive pursuant to Section 3.07, by wire transfer in immediately available funds to an account designated by Seller or Purchaser as the case may be. In all computations pursuant to this Section 3.06(b), the excess of assets over liabilities shall include an adjustment to state the amount of work-in-process and unbilled accounts receivable at the contract rate of billing, less federal and state taxes thereon, consistent with GAAP accounting. In addition, the increase in federal and state taxes owing by the Company arising from such adjustment is the responsibility of Seller; any provision for taxes as a result of increasing the amount of work-in-process and unbilled accounts receivable will be offset in the Closing Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared Balance Sheet by a receivable from the Seller 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 amount of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing theretotaxes, 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 which receivable 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 deducted from 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.additional

Purchase Price Adjustment. (a) Prior At least three (3) Business Days prior to the Closing Date, Compost shall deliver the Company will cause to Purchaser be prepared and delivered to Parent a worksheet certificate signed by the Company’s chief financial officer which shall be attached as Exhibit B heretoinclude (i) an unaudited balance sheet of the Company prepared in accordance with GAAP applied consistently with respect to the accounting policies, practices and procedures used to prepare the Financial Statements and setting forth a reasonable the Company’s good faith estimate of the Indebtedness and Net Working Capital balance sheet of the Company as of the Closing Date as well as (the “Estimated Closing Balance Sheet”), and (ii) a computation statement (the “Estimated Closing Statement”) based on the Closing Balance Sheet, setting forth in reasonable detail a good faith estimate of (a) the Closing Working Capital (the “Estimated Closing Working Capital”) and (b) based on the amount 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 numberClosing Working Capital, the amount payable of the Merger Consideration (the “Estimated Merger Consideration”); provided, however, that if the Estimated Closing Working Capital set forth in cash at the Estimated Closing Balance Sheet exceeds $2,000,000, the Merger Consideration set forth in the Estimated Closing Balance Sheet shall be decreased in an amount equal to calculated as if the Estimated Adjustment Amount. If Closing Working Capital equaled $2,000,000, and shall not increase the Estimated Adjustment amount is a negative number, Merger Consideration until the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment AmountFinal Merger Consideration is determined (if applicable). (b) Within 90 ninety (90) days after following the Closing, the Purchaser Parent shall cause the Company prepare (or caused to prepare and deliver to Compost be prepared) a balance sheet of the Company as of the Closing Date (the "“Closing Date Balance Sheet")”) and a statement (the “Closing Statement” and, together with the Closing Balance Sheet, the “Closing Financial Data”) indicating Parent’s calculation (based on the Closing Balance Sheet and consistent with the definitions of Closing Company Assets and Closing Company Liabilities set forth in this Agreement) of the Merger Consideration and the components thereof, including a computation of the actual Adjustment Amount of the Company as of the Closing DateWorking Capital, together with reasonable supporting detail. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and GAAP applied consistently with 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 to prepare the Company Financial Statements. If within 15 calendar days following delivery Parent shall deliver a copy of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed Financial Data to the Closing Date Balance SheetShareholder Representatives promptly after it has been prepared. 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 After receipt of the Closing Date Balance Sheet Financial Data, the Shareholder Representatives shall have thirty (30) days to review the Closing Financial Data. Parent shall (i) provide the Shareholder Representatives and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other authorized representatives of Compost shall have the Shareholder Representatives copies of, or reasonable access during normal business hours to to, all relevant books work papers and records and employees of the Company information to the extent required to complete their review of the Closing Date Balance Sheet Financial Data, and (ii) cooperate with the reasonable requests of the Shareholder Representatives and the authorized representatives of the Shareholder Representatives with respect to the review of the Closing Financial Data, including by providing on a timely basis all information reasonably necessary in reviewing the Closing Financial Data; provided, however, that clauses (i) and (ii) of this sentence shall be permitted subject to review the working papers, if any, Shareholder Representatives and their authorized representatives executing confidentiality and similar arrangements reasonably required by Parent. Unless the Shareholder Representatives deliver a written notice signed by each of the Company Shareholder Representatives to Parent on or the Purchaser's Auditors relating prior to the thirtieth (30th) day after the Shareholder Representatives’ receipt of the Closing Date Balance Sheet. Purchaser Financial Data specifying in reasonable detail the amount, nature and Purchaser's Auditors basis of all disputed items (a “Dispute Notice”), each of the Shareholder Representatives shall cooperate with Compost be deemed to have accepted and agreed to, on behalf of themselves and the Shareholders, Parent’s calculation of the Closing Working Capital and the Merger Consideration, and such amounts shall be final, binding and conclusive. (c) If the Shareholder Representatives timely deliver a Dispute Notice, the Shareholder Representatives and Parent shall, within ten (10) Business Days (or such longer period as the parties may agree in writing) following receipt of such notice (the “Resolution Period”), attempt in good faith to resolve their representatives differences and any resolution in facilitating such review. Should such negotiations not result writing signed by each of them as to any disputed amounts and as to the amounts of the Closing Working Capital and the Merger Consideration shall be final, binding and conclusive. (d) If, at the conclusion of the Resolution Period, there are any amounts remaining in an agreement within 20 calendar daysdispute, then the matter such amounts remaining in dispute shall be submitted for binding resolution to arbitration by an a nationally recognized independent public accounting firm (which may not be Parent’s independent registered public accounting firm) appointed by the mutual agreement of national reputation mutually acceptable to Parent and the Purchaser and Compost Shareholder Representatives (the "Neutral Auditors"). Such arbitration shall be governed by “Independent Accountant”) within ten (10) days after 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 expiration of the Neutral Auditors and the workResolution Period. Each party agrees to execute, 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 AuditorsIndependent Accountant, a reasonable engagement letter, including customary indemnities. The Neutral Auditors Independent Accountant shall act as an arbitrator to determine those issues the amounts still in dispute. In resolving any disputed item, The Independent Accountant’s calculation of the Neutral Auditors (x) shall be bound by Closing Working Capital and 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 Merger Consideration shall be made within 30 thirty (30) calendar days after their selection and of its selection, shall be set forth in a written statement their findings as delivered to the dispute Shareholder Representatives and the resulting computation of the actual Adjustment Amount to Purchaser Parent and Compost. The Neutral Auditor's determination will shall be final, binding and conclusive on conclusive. The Independent Accountant shall have exclusive jurisdiction over, and resort to the PartiesIndependent Accountant as provided in this Section 2.6.7(d) shall be the only recourse and remedy of the parties against one another with respect to, any disputes arising out of or relating to the adjustments pursuant to this Section 2.6.7. The fees, costs and expenses of the Independent Accountant shall be paid out of the Indemnity Escrow Amount if the Merger Consideration as determined by the Independent Accountant is closer to the Merger Consideration last proposed by the Parent and by the Parent if the Merger Consideration as determined by the Independent Accountant is closer to the Merger Consideration last proposed by the Shareholders Representatives. (ce) Within three business days following If the agreement on Final Merger Consideration exceeds the Closing Date Balance Sheet setting forth Estimated Merger Consideration, then the Adjustment Amount or the delivery of the written statement of the Neutral Auditors, the following excess or deficit amount Shareholders and Vested Optionholders shall be due and payable: (i) if the Estimated Adjustment Amount less the Adjustment Amount is a positive number, the Purchaser shall pay Compost entitled to receive a cash payment equal in the aggregate to the amount of such excess or (iisuch excess, the “Adjustment Surplus”) 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 five (35) business days Business Days after the Adjustment Amount Final Merger Consideration is determined pursuant to this Section 3.32.6.7(b), (c) or (d). The Adjustment Surplus shall be paid to the Paying Agent (or to Parent, in the case of, and to the extent of, Dissenting Shareholders). The Paying Agent shall then distribute the Adjustment Surplus to the Shareholders (other than Dissenting Shareholders) and Vested Optionholders on a pro rata basis in accordance with the number of shares of Common Stock held, or issuable upon conversion of shares of Preferred Stock held or upon exercise of the Vested Options held, by the Shareholders and Vested Optionholders, as applicable, immediately prior to the Effective Time; and the Adjustment Surplus will be deemed to increase the Merger Consideration (and, without duplication, the Common Merger Consideration) in each case pursuant to these terms. If the Final Merger Consideration is less than Estimated Merger Consideration, then Parent shall be entitled to receive a disbursement out of the Indemnity Escrow Amount equal to such difference (an “Adjustment Deficit”) within five (5) Business Days after the Final Merger Consideration is determined pursuant to Section 2.6.7(b), (c) or (d), and the Adjustment Deficit will be deemed to decrease the Merger Consideration (and, without duplication, the Common Merger Consideration) in each case pursuant to these terms.

Purchase Price Adjustment. (a) Prior At least four (4) Business Days prior to the Closing Date, Compost shall the Company will deliver to Purchaser a worksheet which shall be attached as Exhibit B heretocertificate (the “Initial Closing Date Certificate”), executed by the Vice President of Finance of the Company, setting forth a reasonable the Company’s good faith estimate of (i) all the Indebtedness of the Company and Net its Subsidiaries outstanding as of the Closing, (ii) the unpaid Company Transaction Expenses as of the Closing, (iii) the Cash balance of the Company and its Subsidiaries as of the Closing in excess of the Minimum Cash Amount (the “Estimated Excess Cash”), (iv) the Working Capital as of the Closing Date as well as (the “Estimated Working Capital”), along with a computation copy of the Company’s good faith 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 unaudited balance sheet of the Company as of the Closing Date (the "“Estimated Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date”) upon which such calculations are based. The Estimated Closing Date Balance Sheet shall be derived in good faith from the books and records of the calculations of Indebtedness Company and Net Working Capital shall be prepared 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 as were used in preparation of the Most Recent Balance Sheet. The computation of Estimated Working Capital set forth in the Initial Closing Date Certificate and the Estimated Closing Date Balance Sheet shall be prepared in accordance with and in a manner consistent with the Form Working Capital Statement and the procedures, practices, methodologies and standards as set forth, subject to, and in the manner described, reflected or implicit therein. (b) If within two (2) Business Days following receipt of the Initial Closing Date Certificate, the Purchaser has not given the Company Financial Statementsnotice of its good faith objection to the Estimated Excess Cash or Estimated Working Capital calculations or the Estimated Closing Date Balance Sheet, the Purchase Price shall, in accordance with Section 2.2, be increased by the Estimated Excess Cash balance set forth on the Initial Closing Date Certificate and increased or decreased, as applicable, on a dollar-for-dollar basis by an amount equal to the Estimated Working Capital Excess (if any) or the Estimated Working Capital Deficit (if any), as applicable, as set forth in the Initial Closing Date Certificate. If Purchaser gives such notice of objection, the Company and Purchaser will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, the Estimated Excess Cash and the Estimated Working Capital as agreed upon by Purchaser and the Company shall be used, respectively, as the Estimated Excess Cash for purposes of the adjustment of the Purchase Price in accordance with Section 2.2 and to compute the Estimated Working Capital Deficit or the Estimated Working Capital Excess, as applicable. If the Purchaser and the Company are unable, after acting in good faith, to resolve all such disputed issues within 15 two (2) Business Days following Purchaser’s delivery of an objection to the Company’s Estimated Excess Cash or Estimated Working Capital calculations, the Estimated Excess Cash and the Estimated Working Capital Deficit or Estimated Working Capital Excess, as applicable, shall be as determined by the Audit Firm; provided, however, that if the aggregate value of the issues in dispute is less than $100,000, the Estimated Excess Cash and the Estimated Working Capital Deficit or Estimated Working Capital Excess, as applicable, shall be determined by the Company. (c) No later than ninety (90) calendar days following delivery after the Closing Date, the Purchaser shall cause to be delivered to the Seller a statement setting forth the Purchaser’s calculations of Cash and Working Capital as of the Closing (the “Closing Date Statement”) together with the balance sheet of the Company prepared as of the Closing from which such Closing Date Statement was derived (the “Closing Date Balance Sheet”). The Closing Date Balance Sheet shall be derived in good faith from the books and records of the Company and shall be prepared on a consolidated basis in accordance with GAAP using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Most Recent Balance Sheet. The computation of Working Capital set forth in the Closing Date Statement and the Closing Date Balance Sheet Compost does not object shall be prepared by Purchaser in writing theretoaccordance with and in a manner consistent with the Form Working Capital Statement and the procedures, Compost practices, methodologies and standards as set forth, subject to, and in the manner described, reflected or implicit therein. (d) Purchaser shall have been deemed permit the Seller and its representatives reasonable access to have agreed the books and records, accountant’s work papers, personnel, and facilities of the Company in order to complete its review of the Closing Date Balance Sheet. If Compost objects in writing to Statement, the computationcalculations of the Cash balance of the Company as of the Closing, then the Purchaser Working Capital as of the Closing and Compost shall negotiate in good faith any Excess Working Capital or Working Capital Shortfall therein and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during for the period purpose of resolving any dispute within the contemplation of this Section 3.3(b), Compost disputes with respect thereto. Such access shall be at such times and other representatives of Compost in such a manner as shall have reasonable access during normal business hours to all relevant books and records and employees not unreasonably interfere with Purchaser’s operation of the Company to the extent required to complete their review Business. (e) Within sixty (60) calendar days after its receipt of the Closing Date Balance Sheet and shall be permitted to review Statement, the working papers, if any, of the Company or the Purchaser's Auditors relating to Seller may either inform Purchaser in writing that the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives Statement is acceptable or object thereto in facilitating such review. Should such negotiations not result writing, setting forth its objections 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 reasonable detail (the "Neutral Auditors"“Seller Objections”). 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 Seller delivers the Seller Objections and the Parties do not resolve all such Seller Objections on a mutually agreeable basis within twenty (20) days after Purchaser’s receipt of the Seller Objections, any Seller Objections as to which Purchaser and Compost are unable the Seller cannot agree upon may be submitted by either Purchaser or the Seller to agree on the Neutral Auditorsan Audit Firm, 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 who shall act as an arbitrator expert and not an arbitrator, for resolution as provided herein. The Audit Firm shall have the power, authority and duty to determine those issues still resolve any outstanding Seller Objections and the decision of the Audit Firm shall be final and binding upon the Parties. Upon the agreement of the Parties or the decision of the Audit Firm, the Closing Date Statement, as adjusted in disputeaccordance with this Section 2.4, if necessary, shall be final and conclusive with respect to the calculation of the Cash balance of the Company and Working Capital as of the Closing. If the Members’ Representative fails to deliver any Seller Objections to Purchaser within the first sixty (60) day period referred to above, the Closing Date Statement delivered by Purchaser shall be final and binding on the Parties. (f) In resolving any disputed item, the Neutral Auditors Audit Firm (xi) shall be bound by the provisions of this Agreement and Section 2.4, (yii) may not assign a value to any item greater than the greatest highest value claimed for such item claimed by either Party or less than the smallest lowest value claimed for such item claimed by either Party. The Neutral Auditors' determination Purchaser or the Seller, (iii) shall be made restrict its decision to such items included in the Seller Objections which are then in dispute, (iv) may review only the written presentations of Purchaser and the Seller in resolving any matter which is in dispute and (v) shall use reasonable efforts to render its decision in writing within 30 thirty (30) calendar days after their selection and shall set forth in a written statement their findings as the disputed items have been submitted to it. Upon the dispute and the resulting computation resolution of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will be finalall Seller Objections, binding and conclusive on the Parties. (c) Within three business days following the agreement on the Closing Date Balance Sheet setting forth shall be revised to reflect the Adjustment Amount or resolution. If the delivery Seller makes any Seller Objections, the fees, costs and expenses of the written statement of the Neutral Auditors, the following excess or deficit amount Audit Firm shall be due and payable: paid (i) by the Seller if the Estimated Adjustment Amount less the Adjustment Amount is a positive numberSeller Objections are resolved in favor of Purchaser, the Purchaser shall pay Compost a cash payment equal to such excess or (ii) by Purchaser if the Seller Objections are resolved in favor of the Seller. If the Seller Objections are resolved part in favor of the Seller and part in favor of Purchaser, such fees, costs and expenses shall be shared by Purchaser and the Seller in proportion to the aggregate amount of the Seller Objections resolved in favor of the Seller compared to the aggregate amount of the Seller Objections resolved in favor of Purchaser. If the Seller is required to pay any fees, costs and expenses pursuant to this paragraph, then the Seller shall satisfy the payment of all such fees and expenses solely from the Escrow Fund, and the Seller shall not be individually liable with respect to any such amounts. (g) If the Cash balance of the Company as of the Closing in excess of the Minimum Cash Amount as finally determined in accordance with this Section 2.4 exceeds the Estimated Adjustment Amount less Excess Cash (the Adjustment Amount is a negative numberamount of such excess, Compost “Excess Cash”), Purchaser shall pay the Purchaser a amount in cash payment equal to the Excess Cash to the Seller and the Buyback Sellers in cash within five (5) Business Days after such deficitfinal determination. Any If the Cash balance of the Company as of the Closing as finally determined in accordance with this Section 2.5 is less than the amount of Estimated Excess Cash (the amount of such excess or deficit payment shortfall, “Cash Shortfall”), the Cash Shortfall shall be due paid from the Escrow Fund to Purchaser within five (5) Business Days after such final determination and payable Purchaser and the Members’ Representative shall deliver a joint written instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement instructing the Escrow Agent to make such payment within three (3) business days after the Adjustment Amount is determined pursuant to such period. The Parties shall treat any payments of Excess Cash or Cash Shortfall in accordance with this Section 3.32.4(g) as an adjustment to the Purchase Price. (h) If the Working Capital as of the Closing as finally determined in accordance with this Section 2.4 exceeds the amount of Estimated Working Capital (the amount of such excess, “Excess Working Capital”), Purchaser shall pay the amount in cash equal to the Excess Working Capital to the Seller and the Buyback Sellers in cash within five (5) Business Days after such final determination. If the Working Capital as of the Closing as finally determined in accordance with this Section 2.4 is less than the amount of Estimated Working Capital (the amount of such shortfall, “Working Capital Shortfall”), the Working Capital Shortfall shall be paid from the Escrow Fund to Purchaser within five (5) Business Days after such final determination and Purchaser and the Members’ Representative shall deliver a joint written instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement instructing the Escrow Agent to make such payment within such period. The Parties shall treat any payments of Excess Working Capital or Working Capital Shortfall in accordance with this Section 2.4(h) as an adjustment to the Purchase Price.

Purchase Price Adjustment. (a) Prior At least five (5) days prior to the Closing Date, Compost the Seller shall deliver to Purchaser the Buyer a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable good faith estimate of what the Indebtedness and Net Working Capital Enterprise Value will be as of the close of business on the Closing Date (the "ESTIMATED PURCHASE PRICE"), together with supporting documentation (including an estimated consolidated closing balance sheet for the Company as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment AmountINITIAL BALANCE SHEET") and a schedule setting forth the calculation of the Company's RMR as of the close of business on the Closing Date, which will be prepared in accordance with the definition of "RMR" contained herein), including advice on accounting methods, policies, practices, assumptions and procedures used by Seller in its calculation of the Net Enterprise Value, RMR, Initial Balance Sheet and Working Capital. The Seller shall prepare the Initial Balance Sheet in accordance with GAAP (to the extent practicable given that it is an estimate) and with the Company's past practices consistently applied. The Net Enterprise Value shall be calculated pursuant to SCHEDULE 1.3 attached hereto (the "Net Enterprise Value Schedule"). 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 a period of 150 days after following the ClosingClosing Date (the "SETTLEMENT DATE"), the Purchaser shall cause the Company to Buyer will prepare and deliver to Compost the Seller in writing a balance sheet calculation of the Company Net Enterprise Value as of the Closing Date (the "Closing Date Balance SheetTENTATIVE FINAL PURCHASE PRICE"), together with such supporting documentation as the Seller reasonably requests (including a computation of the actual Adjustment Amount of final consolidated balance sheet for the Company calculated as of the close of business on the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall , which will be prepared in accordance with GAAPGAAP and with the Company's past practices consistently applied (the "FINAL BALANCE SHEET"), and to a schedule setting forth the extent consistent calculation of the Company's consolidated RMR as of the close of business on the Closing Date, which will be prepared in accordance with GAAP, the definition of "RMR" contained herein and shall be prepared using the same accounting methods, policies, practices practices, assumptions, and procedures with classifications, judgments and estimation methodologies consistent with those as used by the Seller in preparation its calculation of the Company Financial StatementsNet Enterprise Value, RMR, Initial Balance Sheet and Working Capital). If within 15 calendar days following delivery Unless the Seller gives written notice to the Buyer of any objection to the Final Balance Sheet or the calculation of the Closing Date Tentative Final Purchase Price within 30 days of the Seller's receipt of the Final Balance Sheet Compost does not object in writing theretoSheet, Compost shall have been the Seller will be deemed to have agreed to accepted 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 Final 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 such calculation of the Company Tentative Final Purchase Price (and the Tentative Final Purchase Price shall be the Final Purchase Price (as defined below)). Any objection to the extent required to complete their review Final Balance Sheet or the calculation of the Closing Date Tentative Final Purchase Price will be set forth in writing in reasonable detail. If Seller makes a timely objection to the Final Balance Sheet and shall be permitted to review or the working papers, if any, calculation of the Company or Tentative Final Purchase Price and if, after good faith negotiations, within 30 days of the PurchaserBuyer's Auditors relating to receipt of such objection, the Closing Date Balance Sheet. Purchaser Buyer 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 Seller are unable to agree on the Neutral Auditorsfinal purchase price to be paid for the Shares (the "FINAL PURCHASE PRICE"), then they shall request the American Arbitration Association parties agree to appoint engage an accounting firm mutually acceptable to the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors Seller and the workBuyer or, if anyin the absence of agreement, by an accounting firm of national reputation selected by lot after eliminating the Seller's and the Buyer's principal outside accountants and not more than two additional firms designated as objectionable, one by the Seller and one by the Buyer (the "INDEPENDENT ACCOUNTANTS"), to be performed by resolve the Neutral Auditors specific issues in dispute within 30 days after such engagement. The Independent Accountants will be borne equally by the Purchaser and Compost. The Parties agree instructed to execute make their determination on 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 basis consistent with 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, final and binding and conclusive on the Parties. (c) Within three parties. No later than 5 business days following after 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 payablelater of: (i) the Settlement Date (if the Estimated Adjustment Amount less parties agree on the Adjustment Amount is a positive numberamount of the Final Purchase Price on or prior to such date), (ii) the resolution of any dispute between the parties regarding the Final Purchase Price, or (iii) the receipt of the Independent Accountants' determination of the Final Purchase Price, as the case may be, the Purchaser shall pay Compost a difference between the Estimated Purchase Price and the Final Purchase Price will be paid in cash payment equal to such excess or as follows: (iix) if the Estimated Adjustment Amount less Purchase Price is greater than the Adjustment Amount is a negative numberFinal Purchase Price, Compost the Seller shall pay to the Purchaser a cash payment equal Buyer the amount of such difference; or (y) if the Estimated Purchase Price is less than the Final Purchase Price, then the Buyer shall pay to the Seller the amount of such deficitdifference. Any such excess or deficit payment All payments made pursuant to the preceding sentence shall be due made by wire transfer of immediately available funds to an account specified by the Person entitled to receive such payment. All fees and payable within three (3) business days after costs of the Adjustment Amount is determined pursuant to this Section 3.3Independent Accountants will be shared equally by the Buyer and the Seller.

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 Initial Cash Purchase Price shall be adjusted by an amount (which may be a positive or negative number) equal to the difference between the Working Capital (as defined below) of the Business at Closing Date, Compost as set forth on the Final Closing Working Capital Statement and $3,625,000 (the "Target Working Capital"). (b) Seller shall prepare and deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate within 45 days after Closing an unaudited statement of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of in accordance with the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost same methodologies, assumptions 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 accounting practices used to prepare and deliver to Compost a balance sheet of the Company Audited Financial Statements (as of the Closing Date defined in Section 4.4) (the "Closing Date Balance SheetWorking Capital Statement") and the methodology used to prepare the Target Working Capital as set forth in Schedule 2.4(b). Purchaser shall provide Seller reasonable access to all books, records and other documents and information requested by Seller to prepare the Closing Working Capital Statement. Purchaser shall have 45 days from the date on which the Closing Working Capital Statement is delivered to it to review the Closing Working Capital Statement (the "Review Period"). During the Review Period Seller shall provide Purchaser reasonable access to the information used by Seller to prepare the Closing Working Capital Statement for purposes of Purchaser's review. Purchaser may dispute items or amounts reflected on the Closing Working Capital Statement on any reasonable basis consistent with this Agreement and with Seller's historical accounting methodologies, including a computation assumptions and practices, by delivering to Seller, on or prior to the last day of the actual Adjustment Amount Review Period, a notice of objection setting forth, in reasonable detail, each disputed item or amount and the basis for Purchaser's disagreement therewith, together with supporting calculations. If no notice of objection is received by Seller on or prior to the last day of the Company as Review Period, the Closing Working Capital Statement shall be deemed accepted by Parent and Purchaser and shall be final, binding and conclusive on Parent and Purchaser. If Purchaser gives such notice of objection, then Purchaser and Seller shall use their reasonable efforts to resolve such dispute. In the event such dispute is not resolved by the parties within fifteen (15) days of the Closing Date. The Closing Date Balance Sheet and the calculations receipt 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 notice 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 computationsuch objection by Seller, then the Purchaser and Compost shall negotiate issues 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 BDO Xxxxxxx, LLP, certified public accountants (the "Neutral AuditorsAccountants"). Such arbitration ) and the Accountants shall be governed by determine the rules provided Working Capital of the Business at Closing in Sections 11.6(aaccordance with the terms of this Agreement, including the first sentence of this Section 2.4(b), 11.6(b)but within the range of differences between the parties. If issues in dispute are submitted to the Accountants for resolution, 11.6(c(i) each party shall furnish to the Accountants such workpapers and other documents and information relating to the disputed issues and the Closing Working Capital Statement as the Accountants may request (including a copy of this Agreement) and which are available to that party (or its independent public accountants), and 11.6(d) of this Agreement. If shall be afforded the Purchaser and Compost are unable opportunity to agree on present to the Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses Accountants any material relating to appointment of the Neutral Auditors determination and to discuss the work, if any, to be performed determination with the Accountants; (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 as an arbitrator to determine those issues still in dispute. In resolving any disputed itemAccountants, the Neutral Auditors (x) which 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 notice delivered to Seller and Purchaser as to soon as practical by the dispute and the resulting computation of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's determination will Accountants, shall be final, binding and conclusive on the Partiesparties for all purposes; and (iii) Parent and Purchaser shall bear one-half and Seller shall bear one-half of the fees of the Accountants for such determination. The Closing Working Capital Statement and Initial Cash Purchase Price, as both are finally adjusted pursuant to this Section, are referred to in this Agreement as the "Final Closing Working Capital Statement" and the "Final Cash Purchase Price," respectively. (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: No later than five (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 (35) business days after the Adjustment Amount final determination of the Working Capital of the Business at Closing, whether by the passing of the forty-five (45) day objection period without written notice of objection as set forth in subsection (b) above, or by the resolution of the parties or the determination of the Accountants, if the Working Capital of the Business at Closing as finally determined is greater than the Target Working Capital, Purchaser shall pay such difference to Seller, and if the Working Capital of the Business at Closing as finally determined pursuant is less than the Target Working Capital, Seller shall pay such difference to Purchaser. Payments must be made in Immediately Available Funds as requested by the party receiving the funds. (d) For purposes hereof, the term "Working Capital" shall mean (i) the sum of Total Receivables, Total Inventory and Total Other Current Assets, less (ii) the sum of Total Accounts Payable, Total Compensation Accruals, Total Withholding Accruals, Total Accrued Worker's Compensation, Total Benefits Accruals, Total Miscellaneous Accruals and Total Accrued Taxes, as these terms are commonly used as line item categories in the internally prepared balance sheet for the Business. Notwithstanding the foregoing, for purposes of this Section 3.3Agreement, Working Capital shall not include (A) bank debt, (B) costs and expenses associated with the transactions contemplated by this Agreement, or (C) long-term indebtedness and the current portion of any such long term indebtedness.

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 Genco shall, at least two business days prior to the Closing Date, Compost shall deliver cause to Purchaser be prepared and delivered to Buyer a worksheet which shall be attached as Exhibit B heretostatement (the “Preliminary Statement”), setting forth a reasonable estimate Genco’s good faith estimates of (i) 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 Date Net Working Capital”), (ii) the Debt Obligations of Genco and its subsidiaries outstanding on the Closing Date but immediately prior to the Closing (other than indebtedness owed to Genco or its subsidiaries) (the “Closing Date Indebtedness”) and (iii) the amount of Cash Equivalents on hand at Genco and its subsidiaries on the Closing Date but immediately prior to the Closing (the “Closing Date Cash”). The worksheet shall be prepared by Compost estimates of Closing Date Net Working Capital, Closing Date Indebtedness and accepted by Purchaser Closing Date Cash provided in its reasonable discretion. If the Preliminary Statement are referred to herein as the “Estimated Adjustment Amount is a positive numberNet Working Capital, the amount payable “Estimated Closing Date Indebtedness” and the “Estimated Closing Date Cash”, respectively. Buyer and Seller Representatives shall have the opportunity to review and comment on the Preliminary Statement and Genco shall consider those comments 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 Amountgood faith. (b) Within 90 calendar days after the ClosingClosing Date, the Purchaser Buyer shall cause to be prepared and delivered to Seller Representatives a statement (the Company “Statement”) setting forth Buyer’s calculations of Closing Date Net Working Capital, Closing Date Indebtedness and Closing Date Cash, and the components and calculation of each of Closing Date Net Working Capital, Closing Date Indebtedness and Closing Date Cash. At the same time, Buyer shall also cause to prepare be prepared and deliver delivered to Compost Seller Representatives a balance sheet statement (the “Adjustment Statement”) setting forth the calculations (in each case whether a positive or negative number) of (A) the Company as amount 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, as shown on the Statement minus the Estimated Net Working Capital and to (B) 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 amount of the Company Financial Statements. If within 15 calendar days following delivery Estimated Closing Date Indebtedness minus the Closing Date Indebtedness as shown on the Statement and (C) the amount of the Closing Date Balance Sheet Compost does not object Cash as shown on the Statement minus the Estimated Closing Date Cash. The sum of the amounts referred to in writing thereto(A), Compost (B) and (C) above, whether a positive or negative number, is referred to hereinafter as the “Adjustment Amount”. Buyer shall have been deemed to have agreed provide Seller Representatives and their accountants with access 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 Genco and its subsidiaries to the extent required to complete in connection with their review of and any dispute with respect to the Statement and the Adjustment Statement and shall furnish Seller Representatives with any other information that might be relevant to the calculation of Closing Date Net Working Capital, Closing Date Indebtedness and Closing Date Cash. If, at any time prior to the final resolution of all disputed items on the Statement or the Adjustment Statement, additional information shall become known to Buyer or Seller Representatives that would change the amount of the Closing Date Balance Sheet Net Working Capital, Closing Date Indebtedness or Closing Date Cash shown on the Statement or the calculation thereof, then Buyer or Seller Representatives shall have the right to amend the Statement and Adjustment Statement to reflect such additional information. Buyer or Seller Representatives shall be permitted promptly notify Seller Representatives or Buyer, as applicable, upon becoming aware of any additional information prior to the end of the Resolutions Period. (c) After receipt of the Statement and the Adjustment Statement, Seller Representatives will have 30 calendar days from receipt to review the working papers, if any, Statement and the Adjustment Statement together with the workpapers used in their preparation. Unless Seller Representatives deliver to Buyer written notice setting forth in reasonable detail the specific items disputed by Seller Representatives and a written statement setting forth Seller Representatives’ calculation of each line item shown on the Statement so disputed and the amount in dispute (the “Seller Representatives’ Statement”) on or prior to the thirtieth day after its receipt of the Company Statement and the Adjustment Statement, Seller Representatives will be deemed to have accepted and agreed to the Statement and the Adjustment Statement and such agreement will be final, binding and conclusive. Any items on the Statement or Adjustment Statement as to which Seller Representatives have not given notice of their objection and provided an alternative calculation on the Seller Representatives’ Statement will be deemed to have been agreed upon by the parties, subject to the penultimate sentence of Section 1.5(b). If Seller Representatives so notify Buyer of their objections to any of the Statement or the Purchaser's Auditors relating Adjustment Statement and provide Buyer with the Seller Representatives’ Statement in an timely manner, Buyer and Seller Representatives will, within 30 calendar days following such notice (the “Resolution Period”), attempt to resolve their differences. Any resolution by Buyer and Seller Representatives during the Resolution Period as to any disputed amounts will be final, binding and conclusive. If the amount claimed by Buyer on the Adjustment Statement to be owed by Sellers is less than $100,000,000, then, promptly after delivery of the Adjustment Statement, any amount on deposit in the Escrow Account that is in excess of the amount claimed by Buyer to be owed by Sellers under this Section shall be distributed from the Escrow Account to Sellers in accordance with the Escrow Agreement, and Buyer agrees to reasonably cooperate with the Sellers in any necessary joint instruction to the Closing Date Balance SheetEscrow Agent. Purchaser Money released from the Escrow Account to Sellers shall be distributed to the Sellers in accordance with the Sharing Percentages set forth on Annex A. If Buyer and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such review. Should such negotiations Seller Representatives do not result in an agreement within 20 calendar daysresolve all disputed items by the end of the Resolution Period, then the matter shall all items remaining in dispute will be submitted within 30 days after the expiration of the Resolution Period to arbitration by an Ernst & Young LLP or such other national independent accounting firm of national reputation mutually acceptable to the Purchaser Buyer and Compost Seller Representatives (the "“Neutral Auditors"Accounting Arbitrator”); it being understood that no member of the Neutral Accounting Arbitrator’s engagement team shall have an existing professional relationship with Buyer or any Sponsor Group (as defined in the LLC Agreement). Such arbitration The Neutral Accounting Arbitrator shall be governed by the rules provided act as an arbitrator to determine only those items 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 Auditorsdispute. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors Accounting Arbitrator will be borne equally by allocated between Buyer, on the Purchaser one hand, and Compost. The Parties agree to execute a reasonable engagement letter if requested Seller Representatives, on the other hand, in inverse proportion as they shall prevail on the amounts of such disputed items so submitted (as finally determined by the Neutral AuditorsAccounting Arbitrator). The Neutral Auditors shall act as an arbitrator Accounting Arbitrator will deliver to determine those issues still Buyer and Seller Representatives a written determination (such determination to include a work sheet setting forth all material calculations used in dispute. In resolving any disputed item, arriving at such determination and to be based solely on information provided to the Neutral Auditors (xAccounting Arbitrator by Seller Representatives and Buyer) shall be bound by of 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 disputed items 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 receipt of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's disputed items (or as soon as practicable thereafter), which determination will be final, binding and conclusive. The final, binding and conclusive Statement and Adjustment Statement, which either are agreed upon by Buyer and Seller Representatives or are delivered by the Neutral Accounting Arbitrator in accordance with this Section 1.5, will be the “Conclusive Statement” and the “Conclusive Adjustment Statement,” respectively. In the event that either Buyer or Seller Representatives fails to submit its statement regarding any items remaining in dispute within the time determined by the Neutral Accounting Arbitrator, then the Neutral Accounting Arbitrator shall render a decision based solely on the Partiesevidence timely submitted to the Neutral Accounting Arbitrator by Buyer and Seller Representatives. (cd) Within three business days following the agreement on the Closing Date Balance Sheet setting forth If the Adjustment Amount or as shown on the delivery Conclusive Adjustment Statement (the “Conclusive Adjustment Amount”) is a negative number, then the Cash Consideration will be reduced by the amount of the written statement Conclusive Adjustment Amount, but not in excess of the Neutral Auditors$100,000,000, the following excess or deficit amount and Buyer shall be due entitled to payment of such amount from the Escrow Account by wire transfer of immediately available funds to an account or accounts designated by the party entitled to receive such funds (and payable: (i) if Seller Representatives agree to cooperate reasonably in facilitating such payment, including by executing and delivering an appropriate joint instruction to the Estimated Adjustment Amount less Escrow Agent). If the Conclusive Adjustment Amount is a positive number, then the Purchaser Cash Consideration will be increased by the amount of the Conclusive Adjustment Amount, but not in excess of $100,000,000, and Buyer shall pay Compost a to Sellers cash payment equal to such excess amount, to be paid to an account or (iiaccounts designated in writing by the Seller Representatives prior to the date when such payment is due. All payments to be made pursuant to this Section 1.5(d) if will be made on the Estimated second business day following the date on which Buyer and Seller Representatives agree to, or the Neutral Accounting Arbitrator delivers, the Conclusive Statement and the Conclusive Adjustment Amount less Statement and, in the case of payment to Buyer, instruct the Escrow Agent by joint written instruction accordingly. If the Conclusive Adjustment Amount is a negative positive number, Compost shall pay or is a negative amount that is less than the Purchaser a cash payment equal to such deficit. Any such amount remaining on deposit in the Escrow Account, then, promptly after determination of the Conclusive Adjustment Amount, any amount remaining on deposit in the Escrow Account that is in excess or deficit payment of the lesser of the Conclusive Adjustment Amount and $100,000,000 shall be distributed from the Escrow Account to Sellers in accordance with the Escrow Agreement, and Buyer agrees to reasonably cooperate with the Sellers in any necessary joint instruction to the Escrow Agent. Money released from the Escrow Account to Sellers shall be distributed to the Sellers in accordance with the Sharing Percentages set forth on Annex A. Simultaneously with payment of the Conclusive Adjustment Amount, any remaining amounts on deposit in the Escrow Account shall be paid to the Sellers and Optionholders. (e) Buyer acknowledges and agrees that its sole and exclusive remedy for any amount due and payable within three (3) business days after the Adjustment Amount is determined to it pursuant to this Section 3.31.5 shall be its right to payment from the Escrow Account in an amount not to exceed the Escrow Amount. Sellers acknowledge and agree that their sole and exclusive remedy for any amount due to it pursuant to this Section 1.5 shall be the right to payment from Buyer in an amount not to exceed $100,000,000.

Purchase Price Adjustment. The Purchase Price will be adjusted pursuant to the following procedures: (a) Prior The Parties acknowledge and agree that the Base Purchase Price to be paid by Buyer hereunder is based on the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of assumption that 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 for the Company as of the Closing Date shall be One Million Eight Hundred Thousand U.S. Dollars ($1,800,000) (the "“Required Working Capital”). (b) At least three (3) calendar days prior to the Closing, Representative shall have delivered to Buyer an estimated balance sheet for the Company, prepared as of the close of business on the anticipated Closing Date (the “Estimated Closing Date Balance Sheet"”), including together with a computation certificate setting forth Representative’s estimate of Working Capital as of the actual Adjustment Amount of anticipated Closing Date, as derived from the Estimated Closing Date Balance Sheet (the “Closing Date Estimated Working Capital”). The Estimated Closing Date Balance Sheet shall be prepared in accordance with the Company Accounting Principles. (c) The Base Purchase Price shall be (i) increased on a dollar-for-dollar basis by the amount, if any, by which the Closing Date Estimated Working Capital exceeds the Required Working Capital; (ii) decreased on a dollar-for-dollar basis by the amount, if any, by which the Required Working Capital exceeds the Closing Date Estimated Working Capital; or (iii) neither increased nor decreased in the event that the Closing Date Estimated Working Capital is equal to the Required Working Capital. The Base Purchase Price, as adjusted pursuant to this Section 1.3(c), shall be referred to as the “Closing Consideration.” (d) Promptly following the Closing Date, but in any event within ninety (90) calendar days thereof, Buyer shall deliver to Representative a balance sheet for the Company as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), together with a certificate setting forth the Working Capital as of the Closing Date, as derived from the Closing #34018857 v13 Date Balance Sheet (the “Closing Working Capital”). 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 Company Accounting Principles. In connection 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 Closing Date Balance Sheet, the value of the inventory of the Business as of the close of business on the Closing Date shall be derived from a physical count of such inventory which shall be conducted by Buyer and its representatives using the Company Financial StatementsAccounting Principles. If within 15 Representative shall have the opportunity to observe the taking of such count of inventory (which may begin on or prior to the Closing Date). Buyer shall use the information obtained in such count of inventory in the preparation of the Closing Working Capital. (e) Notwithstanding anything to the contrary in this Section 1.3 or otherwise, Representative shall have fifteen (15) calendar days following after delivery of the Closing Date Balance Sheet Compost does not object by Buyer to review the same, and to propose any adjustments thereto. All adjustments proposed by Representative shall be set out in writing thereto, Compost a written statement delivered to Buyer (the “Adjustment Statement”) and 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 be incorporated into the Closing Date Balance Sheet and during the determination of the Closing Working Capital, except for such proposed adjustments to which Buyer objects within ten (10) calendar days of delivery thereof to Representative. If Buyer objects to the Adjustment Statement within said 10-day period (the adjustment to which Buyer objects being referred to herein as the “Contested Adjustment”), Buyer and Representative shall use reasonable efforts for a period of any dispute within twenty (20) calendar days (or such longer period as they may mutually agree upon in writing) to resolve the contemplation Contested Adjustment. If, at the end of this Section 3.3(bsuch period, they are unable to resolve the Contested Adjustment, then Xxxxx Xxxxxxxx LLP, or failing Xxxxx Xxxxxxxx LLP’s willingness to so serve, such other independent United States accounting firm as may be mutually selected by Buyer and Representative (the “Auditor”), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of resolve the Company to the extent required to complete their review of Contested Adjustment. The Auditor shall determine as promptly as practicable whether the Closing Date Balance Sheet and shall be permitted Closing Working Capital were determined in accordance with the standards set forth in this Section 1.3(d) and whether, and to review the working paperswhat extent, if any, of the Company or the Purchaser's Auditors relating such amount requires adjustment, limiting its review, however, only to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilitating such Contested Adjustment submitted for the Auditor’s review. Should such negotiations Buyer and Representative shall instruct the Auditor 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 the Contested Adjustment greater than the greatest value for of such item claimed assigned to it by either Party Buyer, on the one hand, or Representative, on the other hand, or less than the smallest value for such item claimed assigned to it by either PartyBuyer, on the one hand, or Representative, on the other hand. 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 Auditor shall be final, conclusive, and binding and conclusive on upon the Parties. The date on which the Contested Adjustment is finally determined in accordance with this Section 1.3(e) is hereinafter referred to as the “Determination Date.” The fees and expenses of the Auditor shall be split equally between Buyer and Representative. Each Party shall be responsible for its own costs and expenses incurred in connection with this Section 1.3(e). (cf) Within three business days following Upon final determination of the agreement on Closing Working Capital in accordance with Section 1.3(e) (the “Final Closing Working Capital”), the Closing Consideration shall be adjusted as follows: (i) To the extent the Final Closing Working Capital exceeds the Closing Date Balance Sheet setting forth Estimated Working Capital, the excess shall be paid to Representative (for distribution to Sellers) by Buyer by wire transfer of immediately available funds within ten (10) calendar days following determination thereof. #34018857 v13 (ii) To the extent the Final Closing Working Capital is less than the Closing Date Estimated Working Capital, then Representative and Buyer shall execute a joint written instruction to the Escrow Agent within ten (10) calendar days following determination thereof instructing that an amount equal to the difference between the Final Closing Working Capital and the Closing Date Estimated Working Capital (the “Working Capital Adjustment Amount”) be released from the Working Capital Escrow Account to Buyer; provided, that to the extent that the Working Capital Adjustment Amount or exceeds the delivery of funds then existing in the Working Capital Escrow Account, Buyer shall have the right to recover such excess from the Indemnity Escrow Account (in which case Representative and Buyer shall execute a joint written statement of instruction to the Neutral Auditors, the following excess or deficit Escrow Agent instructing that an 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 be released from the Indemnity Escrow Account) or directly from Sellers (ii) if the Estimated Adjustment Amount less the Adjustment Amount is a negative number, Compost in which case Representative shall pay such excess, on behalf of Sellers, to Buyer by wire transfer of immediately available funds to an account designated by Buyer). (g) As promptly as practicable after payment in full of all amounts payable to Buyer under Section 1.3(f), Buyer and Representative shall deliver to the Purchaser Escrow Agent a cash payment equal joint written instruction instructing the Escrow Agent to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after disburse any amounts then remaining in the Adjustment Amount is determined pursuant Working Capital Escrow Account to this Section 3.3Representative for distribution to Sellers.

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 the Shareholders shall deliver to the Purchaser a worksheet as of the Closing Date, 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 the Shareholders and accepted by the Purchaser in its reasonable discretion. If the worksheet is not accepted by the Purchaser, the worksheet shall be promptly submitted with Purchaser's comments to the Shareholders, and both Purchaser and the Shareholders shall endeavor to promptly address such comments so as to not delay the Closing. If the Estimated Adjustment Amount is a positive number, the amount Purchase Price 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 positive 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 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"Actual Adjustment Amount"). If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does the Shareholders do not object in writing thereto, Compost then the Actual Adjustment Amount shall have been deemed to have agreed to the be as computed on such Closing Date Balance Sheet. If Compost objects the Shareholders object in writing to the computation, then the Purchaser and Compost the Shareholders 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 PricewaterhouseCoopers (the "Neutral AuditorsAuditor"). 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 Auditor and the work, if any, to be performed by the Neutral Auditors Auditor will be borne equally by the Purchaser and Compost. The Parties agree to execute a reasonable engagement letter if requested by the Neutral AuditorsShareholders. The Neutral Auditors shall act as an arbitrator Auditor will deliver to determine those issues still the Purchaser and the Shareholders a written determination (such determination to include a worksheet setting forth all material calculations used in dispute. In resolving any disputed item, arriving at such determination and to be based solely on information provided to the Neutral Auditors (x) shall be bound Auditor by the provisions Purchaser and the Shareholders, or their respective affiliates) 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 disputed items 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 receipt of the actual Adjustment Amount to Purchaser and Compost. The Neutral Auditor's disputed items, which determination will be final, binding and conclusive on the Parties. (c) Within three business days Promptly following the agreement on or delivery of the final, binding and conclusive Closing Date Balance Sheet setting forth the Actual Adjustment Amount or the delivery of the written statement of the Neutral AuditorsAmount, the following excess or deficit amount Purchaser and the Shareholders shall be due and payable: (i) if account to each other as provided for in this Section 3.3(c). If the Estimated Adjustment Amount less the Actual Adjustment Amount is a positive number, the Purchaser Shareholders shall pay Compost have a right to receive a cash payment equal to such excess or (ii) if as an increase in the Purchase Price. If the Estimated Adjustment Amount less the Actual Adjustment Amount is a negative number, Compost Purchaser shall pay the Purchaser be entitled to receive a cash payment from the Shareholders equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after the Actual Adjustment Amount is determined pursuant to this Section 3.3.

Purchase Price Adjustment. (a) Prior to 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 numberClosing, the amount payable Purchase Price may be recalculated based on the Net Asset Adjustment determined 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 Amountaccordance with this Section 2.4. (b) Within 90 days As soon as reasonably practical after the Closing, but in no event more than sixty (60) days after the Closing Date, Purchaser shall cause the Company to prepare and deliver to Compost Seller a pro-forma balance sheet of the Company Precision Design Software Business as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), which shall include Purchaser’s computation of the Net Assets as of the Closing Date (the "“Closing Date Net Assets”) (which the parties currently anticipate will show a Net Asset value of One Million Dollars ($1,000,000)) and Purchaser’s proposed purchase price adjustment, if any, to be made in accordance with this Section 2.4, which amount shall be equal to the amount of Net Assets on the Pro-Forma Balance Sheet less the amount of Net Assets on the Closing Date Balance Sheet"Sheet (the “Net Asset Adjustment”) (the “Draft Adjustment Report”) provided, however that the parties acknowledge that the Net Asset Adjustment may be a negative number and that an adjustment to the purchase price pursuant to Section 2.4(g) shall only be required if the Net Asset Adjustment is plus or minus (+/-) One Hundred Thousand Dollars ($100,000.00), including a computation . If the Net Asset Adjustment is greater than plus or minus One Hundred Thousand Dollars ($100,000) the amount due shall be the amount of the actual Adjustment Amount of adjustment greater or less than the Company as of the Closing Date$100,000 difference. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAPGAAP and shall, 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 for purposes 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 computing the Closing Date Balance Sheet, assume that the Precision Design Software Business continued to be conducted in the same manner as it had been conducted between the Balance Sheet Date and the Closing Date. If Compost objects in writing Seller shall provide Purchaser access to the computationbooks and records of the Precision Design Software Business and to knowledgeable employees and accounting professionals of Seller upon reasonable notice and will provide Purchaser with any information Purchaser reasonably requests in order to prepare the Closing Date Balance Sheet. (c) For a thirty (30) day period, 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 beginning after Seller’s receipt of the Closing Date Balance Sheet and during the period Draft Adjustment Report, Seller and Purchaser shall cooperate with each other to resolve any disagreements between them with respect to the Draft Adjustment Report. In the event Seller and Purchaser agree on the Draft Adjustment Report and the proposed Net Asset Adjustment set forth therein (such agreement to be indicated in writing by Seller and Purchaser by signing such Draft Adjustment Report), then the Draft Adjustment Report shall be deemed to be the final Adjustment Report (the “Adjustment Report”), and the Net Asset Adjustment set forth therein shall be conclusive and binding upon Purchaser and Seller and be effected as set forth below in Section 2.4(g). (d) In the event Seller and Purchaser do not reach agreement on all aspects of any dispute the Draft Adjustment Report within the contemplation of this Section 3.3(b)thirty (30) day period, 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 including with respect to the extent required Net Asset Adjustment set forth therein, Seller shall promptly (but in no event later than five (5) days following the expiration of such thirty (30) day period) prepare a written notice of its objections (the “Objection Notice”): (i) objecting in good faith to complete their review of the Closing Date Balance Sheet and or the Net Asset Adjustment as set forth in the Draft Adjustment Report, (ii) setting forth in reasonable detail the nature and dollar amount of the items being disputed (collectively, the “Disputed Items”) and the reasons therefor, and (iii) specifying its calculation of the Disputed Items, the Closing Date Balance Sheet and the Net Asset Adjustment. Any account or determination set forth or reflected in the Closing Date Balance Sheet that is not specifically objected to in the Objection Notice will be deemed final, binding and conclusive upon Purchaser and Seller upon delivery of the Objection Notice. In connection with the preparation of the Objection Notice, Purchaser shall grant Seller’s accountants and other representatives reasonable access to all of the books and records of the Precision Design Software Business; provided, however, that such access will not be conducted or provided at times or in a manner that would unreasonably interfere with Purchaser’s operations. If Seller fails to deliver a timely Objection Notice, then the Closing Date Balance Sheet and the calculation of Net Assets and the Net Asset Adjustment set forth in the Draft Adjustment Report shall be permitted deemed conclusive and binding upon Purchaser and Seller. (e) Any Disputed Items shall be submitted to review a recognized independent public accounting firm mutually satisfactory to Purchaser and Seller (the working papers“Arbiter”), if any, of and Purchaser and Seller shall promptly deliver to the Company or the Purchaser's Auditors relating to Arbiter the Closing Date Balance Sheet. Purchaser , the Draft Adjustment Report 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 CompostSeller’s Objection Notice. The Parties agree to execute a reasonable engagement letter if requested by the Neutral Auditors. The Neutral Auditors Arbiter shall act as an expert and not as an arbitrator to calculate and determine those issues still promptly, but not later than thirty (30) days after the acceptance of its appointment (based solely on the written submissions of Seller, on the one hand, and Purchaser, on the other, in disputethe documents delivered to the Arbiter and not by independent investigation) only the Disputed Items. In resolving any disputed itemDisputed Item, the Neutral Auditors (x) shall be bound by the provisions Arbiter’s determination of this Agreement and (y) such Disputed Item may not assign a value be more favorable to any item greater Purchaser 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 related amount 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 or more favorable to Seller than the related amount set forth in the Adjustment Amount or Objection Notice. Purchaser and Seller shall cooperate with the delivery Arbiter in making its determination and such determination shall be conclusive and binding upon Purchaser and Seller. (f) Purchaser and Seller shall each bear one-half of the written statement fees and expenses of the Neutral AuditorsArbiter. (g) Within five (5) Business Days after the final determination of the Closing Date Balance Sheet, the following excess Closing Date Net Assets and the Net Asset Adjustment in accordance with Section 2.4(c) or deficit amount shall 2.4(d), a final adjustment to the Purchase Price will be due and payable: made as follows: (i) if If the Estimated Net Asset Adjustment Amount less is in excess of zero, then the Adjustment Amount is a positive number, the Purchaser shall pay Compost a cash payment equal to amount of such excess or will be paid by Purchaser to Seller by wire transfer of immediately available funds to the account specified by Seller within five (5) Business Days of such final determination. (ii) if If the Estimated Net Asset Adjustment Amount is less than zero, then the Adjustment Amount is a negative number, Compost shall pay the Purchaser a cash payment equal to amount of such deficit. Any such excess or deficit payment shortfall shall be due and payable paid by Seller to Purchaser, at Seller’s discretion, by (i) a release from Escrow of the amount of said shortfall or (b) wire transfer of immediately available funds to the account specified by Purchaser within three five (35) business days after Business Days of such final determination. (h) For the Adjustment Amount is determined pursuant to purposes of this Section 3.32.4, each accounting term used herein and not otherwise defined will have the meaning that is applied thereto in accordance with GAAP. Each account included in the Closing Date Balance Sheet and in the calculation of Net Assets as of the Closing Date will be calculated in accordance with GAAP, and will be consistent with the books and records of the Seller and the definition of Net Assets herein agreed; provided, however, that all known errors and adjustments of the type required in a year-end closing of the books will be taken into account in the calculation of each account set forth above. (i) Nothing in this Section 2.4 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.

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 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 Xxxxxx Xxxxx or such other another nationally recognized firm of national reputation independent public accountants as mutually acceptable to agreed if a party has engaged Xxxxxx Xxxxx 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 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. (a) Prior Within 30 days following the Effective Date, the Seller shall, at its expense, cause a condensed consolidated balance sheet of the Company and the Company Subsidiary as of the Effective Date (the "Preliminary Effective Date Balance Sheet") to be prepared and delivered to the Closing DateBuyer. The Preliminary Effective Date Balance Sheet will present fairly the consolidated financial position of the Company and the Company Subsidiary as of the Effective Date and will be prepared in conformity with the Audited 2000 Year End Balance Sheet Accounting Principles, Compost shall deliver to Purchaser a worksheet which consistently applied. The Preliminary Effective Date Balance Sheet shall be attached as Exhibit B hereto, setting forth accompanied by a reasonable estimate of calculation (the Indebtedness and "Preliminary Effective Date Net Working Capital as Calculation") of the Closing Effective Date as well as a computation of the estimated Adjustment Net Working Capital 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 Amountconformity with Exhibit A attached hereto. (b) Within 90 days after Upon receipt of the ClosingPreliminary Effective Date Balance Sheet and the Preliminary Effective Date Net Working Capital Calculation, the Purchaser Buyer and its independent public accountants shall cause have the Company right during the succeeding 30-day period to review, at the Buyer's expense, the Preliminary Effective Date Balance Sheet and to examine and review all records and work papers and other supporting documents used to prepare and deliver to Compost a balance sheet of the Company as of the Closing Date (the "Closing Preliminary Effective Date Balance Sheet"). The Buyer shall notify the Seller in writing on or before the last day of such 30-day period of any good faith objections only to those items included in the Preliminary Effective Date Balance Sheet that affect the Preliminary Effective Date Net Working Capital Calculation and only to the extent that they are not prepared in conformity with the Audited 2000 Year End Balance Sheet Accounting Principles, including consistently applied, setting forth a computation reasonably specific description of the actual Adjustment Amount Buyer's objections and the amount of each objection. If the Company as of Buyer does not deliver such notice within such 30-day period, the Closing Date. The Preliminary Closing Date Balance Sheet and the calculations of Indebtedness and Preliminary Effective Date Net Working Capital Calculation 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 been accepted by the Closing Date Balance Sheet. Buyer. (c) If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate Buyer in good faith and attempt objects to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Preliminary Closing Date Balance Sheet and during the Preliminary Effective Date Net Working Capital Calculation, the Seller and the Buyer shall attempt to resolve any such objections within 10 business days following the Seller's receipt of the Buyer's objections. If the Seller and the Buyer are unable to resolve all of their differences within such 10-business day period, they shall jointly appoint an impartial nationally recognized independent certified public accounting firm (the "Independent Accountants") mutually acceptable to the Buyer and the Seller (or, if they cannot agree on a mutually acceptable firm, they shall cause their respective accounting firms to select such a firm) within 5 business days following such 10 business day period to resolve only such issues that remain disputed between the parties with respect to the calculation of any dispute the Effective Date Net Working Capital Amount. The Seller and the Buyer shall provide to the Independent Accountants full cooperation. The Independent Accountants shall be instructed to reach their conclusion regarding the remaining disputed items and the calculation of the Effective Date Net Working Capital Amount within 15 business days. Any such resolution shall be made applying the contemplation of principles set forth in this Section 3.3(b), Compost 1.4 and other representatives of Compost shall have reasonable access during normal business hours to all relevant books be conclusive and records binding on the Buyer and employees of the Company to the extent required to complete their review of the Closing Seller. The Preliminary Effective Date Balance Sheet and shall be permitted to review Preliminary Effective Date Net Working Capital Calculation after the working papers, if any, of acceptance thereof by the Company Buyer or the Purchaser's Auditors relating resolution of all disputes in connection therewith are referred to herein as the Closing "Effective 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 the "Effective Date Net Working Capital Amount," respectively. (d) If the Effective Date Net Working Capital Amount is an agreement within 20 calendar daysamount less than $73,000,000, then the matter Purchase Price 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 reduced by the rules provided in Sections 11.6(a), 11.6(b), 11.6(c), and 11.6(d) amount 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 adjustment in the Purchase Price pursuant to this Section 1.4(d) shall be due and payable paid by the Seller to the Buyer by wire transfer of immediately available funds to an account designated in writing by the Buyer. Any payment required to be paid pursuant to this Section 1.4(d) shall be made within three (3) two business days after the Adjustment Preliminary Effective Date Balance Sheet and Preliminary Effective Date Net Working Capital Calculation become final and binding on the parties. (e) If the Effective Date Net Working Capital Amount is determined an amount greater than $79,000,000, then the Purchase Price shall be increased by the amount of such excess. Any such adjustment in the Purchase Price pursuant to this Section 3.31.4(e) shall be paid by the Buyer to the Seller by wire transfer of immediately available funds to an account designated in writing by the Seller. Any payment required to be paid pursuant to this Section 1.4(e) shall be made within two business days after the Preliminary Effective Date Balance Sheet and Preliminary Effective Date Net Working Capital Calculation become final and binding on the parties. (f) For purposes of this Section 1.4, "Effective Date Net Working Capital Amount" shall mean (x) the sum of the amounts of the line items under the caption "Current Assets" reflected on Exhibit A minus (y) the sum of the amounts of the line items under the caption "Current Liabilities" reflected on Exhibit A.

Purchase Price Adjustment. (a) Prior Northrop Grumman shall cause management of the Company, as soon as practicable after the Closing Date has been established, but in any event no later than ten (10) Business Days prior to the Closing Date, Compost shall to 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 Parent 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 and its Subsidiaries as of the Closing Date (the "“Estimated 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 ”) prepared in good faith and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAPGAAP consistently applied, which will be in a format comparable to and to include the same line items as the Adjusted Interim Balance Sheet. To the extent consistent with GAAP, the Estimated Closing Balance Sheet will be prepared using the same accounting methods, policies, practices and procedures procedures, with consistent classifications, judgments and estimation methodologies consistent with those methodology, as was used in the preparation of the Company Financial StatementsAdjusted Interim Balance Sheet, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from or resulting as a consequence of the Northrop/TRW Merger or the transactions contemplated hereby. If within 15 calendar days following delivery The Estimated Closing Balance Sheet will be accompanied by an additional schedule of information showing Northrop Grumman’s method of calculating good faith estimates of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to Working Capital (“Estimated Working Capital”) and the Closing Date Balance SheetAdjusting Indebtedness (“Estimated Adjusting Indebtedness”) in accordance with the definitions thereof. 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 The cash portion of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Purchase Price set forth in 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(d3.1(b)(i) 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) Agreement shall be bound increased or decreased in an amount equal to the amount by which the provisions of this Agreement and (y) may not assign a value to any item Estimated Working Capital is greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either PartyTarget Working Capital. The Neutral Auditors' determination shall be made within 30 days after their selection and shall If the Estimated Working Capital is greater than the Target Working Capital, the cash portion of the Purchase Price set forth in a written statement their findings as Section 3.1(b)(i) of this Agreement to be paid by the dispute and appropriate BCP Entities at Closing shall be increased by the resulting computation amount of such excess. If the Estimated Working Capital is less than the Target Working Capital, the cash portion of the actual Adjustment Amount Purchase Price set forth in Section 3.1(b)(i) of this Agreement to Purchaser and Compost. The Neutral Auditor's determination will be final, binding and conclusive on paid by the Parties. (c) Within three business days following the agreement on the appropriate BCP Entities at 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 decreased by 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 amount of 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 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 Skroxxxx & Xompany 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.