Exhibit 2.3
SECOND AMENDMENT TO XXXXX CONSTRUCTION STOCK PURCHASE AGREEMENT
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT dated as of 0ctober 31, 1997
(the "Second Amendment"), by and among Xxxxxx X. Xxxxx (the "Seller"),
Compost America Holding Company, Inc. (the "Purchaser") and X. X. Xxxxx
Construction Co., Inc. (the "Corporation") amending and supplementing that
certain Stock Purchase Agreement dated as of September 17, 1997, as amended
by that certain First Amendment to Stock Purchase Agreement dated as of
September 30, 1997 (collectively, the "Original Agreement") by and among the
Seller, the Purchaser and the Corporation. Terms defined in the Original
Agreement are used herein as therein defined unless otherwise defined herein.
WITNESSETH:
WHEREAS, the Seller, the Purchaser and the Corporation previously entered
into the Original Agreement and now wish to amend certain provisions of the
Original Agreement in order to facilitate in an orderly fashion the
consummation of the purchase of the Seller's common stock of the Corporation
identified in the Original Agreement (the "Stock").
NOW, THEREFORE, in consideration of the mutual covenants, agreements and
representations and warranties contained in this Second Amendment and
intending to be legally bound hereby, the parties hereto agree as follows:
1. The Seller agrees that the Closing Date set forth in Section 1.04 of
the Original Agreement shall be extended to a date that is on or before
November 3, 1997, as determined by the Purchaser. The Seller further agrees
that the Standstill Period defined in Section 5.03 of the Original Agreement
is extended until the earlier to occur of (i) the Closing Date, or (ii) the
close of business on November 3, 1997.
2. Except as amended and supplemented by this Second Amendment, the
Original Agreement is ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties have duly executed this Second Amendment
as of the date and year first above written.
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Xxxxxx X. Xxxxx
X. X. Xxxxx Construction Co., Inc.
By:
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Compost America Holding Company, Inc.
By:
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