Exhibit 9.1
FIRST AMENDMENT DATED DECEMBER , 1997 TO STOCKHOLDERS AGREEMENT
dated as of November 3, 1997 by and among COMPOST AMERICA HOLDING COMPANY, INC.,
a New Jersey corporation (the "Company"), WASTECO VENTURES LIMITED, a
corporation organized under the laws of the British Virgin Islands ("Wasteco"),
XXXXXX X. XXXXX, an individual ("Xxxxx"), XXXXX X. XXXXXX, an individual,
("Xxxxxx"), XXXX X. XXXXXX, an individual ("Xxxxxx"), XXXXXX X. XXXXXXXX, an
individual ("X. Xxxxxxxx"), XXXXXX X. XXXXXXXX, XX., an individual ("X.
Xxxxxxxx"), VRH CONSTRUCTION COMPANY, a New York corporation ("VRH"), SELECT
ACQUISITIONS, INC., a Colorado corporation ("Select"), and XXXXXX X. XXXXXX, an
individual ("Rattie").
WHEREAS, the undersigned entered into a Stockholder Agreement dated
November 3, 1997 (the "Agreement") relating to Compost America Holding Company,
Inc.; and
WHEREAS, the undersigned wish to amend the Agreement in certain
respects described below and to reaffirm the effectiveness of the Agreement as
so amended; and
WHEREAS, terms are used in this First Amendment (the "Amendment") as
defined in the Agreement;
NOW THEREFORE, in consideration of the mutual dependent promises set
forth in this Agreement, the Company and the Stockholder Parties agree as
follows:
A. Sections 1.01 and 1.02 of the Agreement are amended to read in
their entirety as follows:
SECTION 1.01. The Stockholder Parties, except as otherwise provided
herein, shall vote to cause the Board of Directors of the Company (the "Board")
to consist of nine (9) directors and the various provisions of this Agreement
shall be construed to relate to a Board of nine (9) directors. At least two of
the directors (other than the directors designated as provided below) shall be
"independent" directors. Wasteco shall have the right to designate three (3)
directors and Xxxxx shall have the right to designate one (1) director, subject,
however, to increase or decrease as provided in Section 1.02. Should the Board
be increased or decreased in size, the proportion of directors then designated
by Wasteco and Xxxxx, as well as the proportion of independent directors, shall
be strictly maintained. Any right to designate which shall result in a fraction
of one shall be adjusted upward to provide an additional director.
SECTION 1.02. Should such total number of votes that Wasteco is
entitled to cast for the election of directors be more than 40% of the total
number of votes that could be cast (but less than 50%), the number of directors
designated by Wasteco shall be increased to four (4). Should such total number
of votes that Wasteco is entitled to cast be more than 50% of such total number
of votes that could be cast in such election, the number of directors designated
by Wasteco shall be increased to five (5). Should the total number of votes
that Wasteco is entitled to cast for the election of directors be more than 15%
of the
total number of votes that could be cast in such election (but less than 30%),
the number of directors designated by Wasteco shall be decreased to two (2).
Should the total number of votes that Wasteco is entitled to cast for the
election of directors be less than 15% of the total number of votes that could
be cast in such election (but not less than 5%), the number of directors
designated by Wasteco shall be decreased to one (1). Should the total number of
votes that Wasteco or Xxxxx is entitled to cast for the election of directors be
less than 5% of the total number of votes that could be cast in such election,
no director may be designated by such party, provided, however, that one
director each shall be retained until November 3, 2004 by each of Wasteco and
Xxxxx if they retain any securities of the Company.
B. Subsection 1.10(x), of the Agreement is amended to read in its
entirely as follows:
"(x) any increase or decrease in the size of the Board from nine
(9) directors, and"
C. The Agreement as so amended is hereby ratified and confirmed in
all respects. Pursuant to Section 4.07 of the Agreement, this Amendment may be
executed in any number of counterparts, each of which together shall consitute
one instrument, and delivery of an executed counterpart of a signature page to
this Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment in their individual capacity or caused it to be duly executed by their
respective signatories thereunto duly authorized as of the day and year first
above written.
COMPOST AMERICA HOLDING COMPANY, INC.
By: _____________________________
Title:
WASTECO VENTURES LIMITED
By: _____________________________
Title:
_________________________________
Xxxxxx X. Xxxxx
_________________________________
Xxxxx X. Xxxxxx
_________________________________
Xxxx X. Xxxxxx
_________________________________
Xxxxxx X. Xxxxxxxx
_________________________________
Xxxxxx X. Xxxxxxxx, Xx.
VRH CONSTRUCTION COMPANY
By: _____________________________
Title:
SELECT ACQUISITIONS, INC.
By: _____________________________
Title:
_________________________________
Xxxxxx X. Xxxxxx
