Exhibit 2
ADDENDUM TO STOCK PURCHASE AGREEMENT
ADDENDUM TO STOCK PURCHASE AGREEMENT entered into this ___ day of
August, 1998, by and among Litchfield Continental, Ltd., a British Virgin
Islands corporation ("Seller"), the parent of BIOFARM S.A., a Romanian
corporation ("Company"), and GLOBAL SPILL MANAGEMENT, INC., a Nevada corporation
("Buyer").
BACKGROUND
Seller and Buyer wish to amend the Stock Purchase Agreement
("Agreement") dated April 1, 1998 relative to purchase by Buyer of all of
Seller's stock in Biofarm, S.A., a Romanian corporation. All capitalized terms
used herein shall have the same meaning as in the Agreement unless specifically
noted to the contrary.
NOW, THEREFORE, in consideration of the Background and the respective
agreements, representations, warranties and mutual covenants hereinafter set
forth and intending to be legally bound hereby, the parties agree as follows:
1. Paragraph 2(a) is amended and restated to read as follows:
"2. Purchase Price.
(a) Consideration. As consideration for the purchase of
such of Seller's Stock as Seller or Controlled Companies own
on the date hereof, Buyer shall give Seller at the time of
execution of this Agreement its convertible, non-negotiable
secured debenture (the "Note") in the principal sum of Six
Million Four Hundred Thirty-Four Thousand Six Hundred
Eighty-One Dollars, U.S. ($6,434,681), such sum (the
"Consideration") being eighty percent (80%) of the net worth
of Company as of June 30, 1997; provided, however, the
Consideration shall be changed according to the following
formula: to the extent the Seller's Stock transferred
represents more than 80% of all classes of the issued and
outstanding stock of Company (the "Stock"), the Consideration
shall be increased by a like percentage. The Note shall be
held by Suisse Capital Complex as escrow agent subject to the
terms and conditions hereof and of the Escrow
ADDENDUM TO STOCK PURCHASE AGREEMENT
PAGE 1
Agreement, the form of which is attached hereto as Exhibit
"9(i)" and is to be executed simultaneously herewith.
Simultaneously with delivery of the Note, Seller and any other
Controlled Company owning Stock shall transfer into escrow all
of Seller's or such Controlled Company's right, title and
interest in all of its Stock, such transfer to be made with
appropriate assignments or stock powers making Buyer the
assignee thereof pursuant to all the terms and conditions
hereof. All of the Stock so transferred shall be known as
"Seller's Stock"."
2. Paragraph 2(b) of the Agreement is amended and restated as follows:
"(b) Note. The Note shall be executed and delivered
substantially in the form attached to this Agreement as
Exhibit "2(b)" and, in any event, shall contain at least the
following terms:
(1) no interest shall be due or payable on the
principal sum;
(2) the Note shall be non-negotiable and
non-transferable, and shall be non-redeemable;
(3) in lieu of repayment, and subject to the
condition precedent that after a duly noticed special meeting
of Buyer's shareholders shall have occurred at which Buyer's
shareholders vote affirmatively (A) Buyer's shareholders elect
Seller's nominees to Buyer's Board of Directors, and (B) Buyer
changes Buyer's corporate name to "Biofarm, Inc.", Seller may,
upon notice to Buyer, and from time to time for a period of
five (5) years from the date of the Note, as such time may be
extended indefinitely at Seller's request to permit Seller to
convert any remaining principal balance of the Note, convert a
portion [but not less than ten percent (10%)] of the original
principal sum to Buyer's common stock. For each ten percent
(10%) of the original principal sum of the Note so converted,
Seller shall
ADDENDUM TO STOCK PURCHASE AGREEMENT
PAGE 2
receive an amount of Buyer's common stock sufficient to
provide Buyer with eight percent (8.0%) of the then issued and
outstanding common stock of Buyer, such that in the aggregate,
if the entire principal sum of the Note is converted, Seller
shall own eighty percent (80%) of Buyer's issued and
outstanding stock based upon the number of shares thereof
outstanding as of the date of conversion. In any event, Seller
may not exercise its right of conversion until after March 31,
1999, and Seller may do so over a period of five years and
only in increments of ten percent (10%) of the principal
amount of the Note."
3. Paragraph 3 is amended and restated to read as follows:
"3. Restriction on Transfer.
(a) Seller and Company agree not to encumber,
transfer, sell, assign or otherwise dispose of all or any
portion of Seller's Stock, nor to issue or authorize the
issuance of any additional shares of stock in Company, without
the express, prior written consent of Buyer, which may be
withheld at Buyer's sole discretion, except Seller and Company
may take such action as is required to permit Seller to obtain
ownership of, and/or the absolute right to transfer title to
Buyer of, a minimum of eighty percent (80%) of Company. An
enforced or involuntary transfer, whether under court order or
in any other way, shall be treated as a voluntary disposition
for purposes of this Agreement.
(b) Company will not (1) declare, set aside, or
pay any dividend or make any distribution in respect of its
capital stock; (2) directly or indirectly purchase, redeem or
otherwise acquire any shares of its capital stock, except such
action as is required to permit Seller to obtain ownership of
(and/or the absolute right to transfer title to Buyer of) a
minimum of eighty percent (80%) of Company; (3) enter into any
agreement obligating it to do any of the foregoing prohibited
acts."
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PAGE 3
4. (A) Paragraph 4(a) (preamble) is amended and restated to read as
follows:
"(a) Seller and Company jointly and severally represent,
warrant, covenant and agree as follows, all of which shall be true
and correct on the date hereof and on the date of Final Settlement
(as such term is defined in Paragraph 8 hereof. Seller and Company
shall recertify all of the following at each such time:"
(B) Paragraph 4(a)(1)(A) is amended and restated to read as follows
(such amendment to be effective as of the date hereof):
"At the time of execution hereof, Seller and Controlled
Companies own beneficially and of record approximately eighty-seven
percent (87%) of all of the issued and outstanding Stock of Company.
Company has no subsidiary. Upon execution hereof, Seller agrees to
cause (or cause Controlled Companies to place) such Stock to be
transferred into Buyer's name and thereafter placed into escrow
pursuant to Paragraph 33 hereof. All of Seller's Stock is and will
be at the time of the Final Settlement Date (as defined in Paragraph
8), partly or fully paid and non-assessable;"
5. Paragraph 4(a)(1)(B) is deleted.
6. Paragraph 4(a)(4)(A) is amended and restated to read as follows:
"(4) (A) The authorized capital Stock of Company consists of
35,967,878 shares of one class of common stock having a par value of
1,000 Romanian Lei per share, of which 35,967,878 shares have been
issued and are outstanding and of which approximately 87% are owned
by Seller and/or Controlled Companies. There is no preferred Stock
authorized, issued or outstanding. No person or entity, holds any
preemptive or conversion rights, stock warrants, stock options or
other right to purchase from Company or cause Company to issue
additional Stock, with the
ADDENDUM TO STOCK PURCHASE AGREEMENT
PAGE 4
exception of the Romanian State Ownership Fund's right to have stock
issued in its favor after the Company has formally received an
independent valuation approved by Company shareholders of, and
formal title to, the land on which Company factories are located.
Seller and/or Controlled Companies have the exclusive preemptive
right to acquire such stock from the State Ownership Fund. Any
governmental restrictions on Seller's ownership or transfer (or
ability to cause Controlled Companies to transfer) the Stock
pursuant to this Agreement shall be removed before Final Settlement
and as a condition precedent thereto:"
7. Paragraph 4(a)(4)(B) is amended and restated to read as follows:
"(B) All issued and outstanding shares of Company are duly
authorized, validly issued and are fully or partly paid and
non-assessable with no personal liability attached to the ownership
thereof. All of Seller's Stock is free and clear of all liens,
encumbrances, options, charges, security interests, claims and
rights of others whatsoever. As of the date of Final Settlement,
none of the Seller's Stock will be subject to any restrictions or
agreements which prohibit or interfere in any manner with the sale
thereof to Buyer;"
8. Paragraph 4(a)(17) is amended and restated to read as follows:
"(17) Except for agreements with Buyer, including, but not
limited to, this Agreement and such other agreements as are
described on a list set forth in Exhibit "4(a)(17)", true and
correct copies of will be delivered to Buyer on or before the date
of Final Settlement, and as a condition precedent thereto, Company
is not a party to nor does it have any obligation, contingent or
otherwise, under any written or oral lease, license, arrangement,
note, debenture, purchase agreement, option, or contract of any
kind, including, but not limited to, any employment contract, any
contract for the
ADDENDUM TO STOCK PURCHASE AGREEMENT
PAGE 5
purchase of materials, supplies or equipment with respect to which
the balance due is greater than Five Thousand Dollars U.S. ($5,000),
any contract or commitment for capital expenditures or any contract
not cancelable on thirty (30) days' notice ("Contracts");"
9. Paragraph 4(a)(18) is amended and restated to read as follows:
"(18) Except as set forth in the Company Financial Statements
and as set forth in Exhibit "4(a)(18)", the form and content of
which must be acceptable to Buyer in Buyer's sole discretion and as
a condition precedent to Final Settlement, Company has no
outstanding indebtedness to any party and neither it nor any other
person or entity is in default in respect to any terms or conditions
of any Contracts to which Company is a party. Originals of all
written Contracts have been provided to Buyer;"
10. Paragraph 4(a)(22)(A) is amended and restated to read as follows:
"(22) (A) Provided that on or before the date of Final
Settlement, Seller may amend the documents contemplated by this
subparagraph to add information not included thereon at the time of
execution hereof, set forth in Exhibit "4(a)(22)" is a complete and
accurate list of all permits, licenses, approvals, franchises,
notices and authorizations issued by governmental entities or other
regulatory authorities, (collectively, the "Permits"), held by
Company. The Permits set forth in Exhibit "4(a)(22)" are all the
Permits required for the conduct of Company's business. All the
Permits set forth in Exhibit "4(a)(22)" are in full force and
effect;"
11. Paragraph 4(a)(24)(B) is amended and restated to read as follows:
"(B) Company has been issued, and will maintain through the date
of Final Settlement, all required permits, licenses,
ADDENDUM TO STOCK PURCHASE AGREEMENT
PAGE 6
certificates and approvals relating to (i) air emissions, (ii)
discharges to surface water or ground water, (iii) noise emissions,
(iv) solid or liquid waste disposal, (v) the use, generation,
storage, transportation or disposal of toxic or hazardous
substances or wastes (intended hereby and hereafter to include any
and all such materials listed in any law, code or ordinance and all
rules and regulations promulgated thereunder, as hazardous or
potentially hazardous), or (vi) other environmental, health and
safety matters;"
12. Paragraph 4(a)(24)(D) (preamble only) is hereby amended and
restated to read as follows:
"(D) Based upon the law as exists at the time of this Agreement
[such to be recertified as to the prevailing law at the time of
Final Settlement]..."
13. Paragraph 4(a)(25) is hereby amended and restated to read as
follows:
"(25) Provided that on or before the date of Final Settlement,
Seller may amend the documents contemplated by this subparagraph to
add information not included thereon at the time of execution
hereof, set forth in Exhibit "4(a)(25)" attached hereto is a list
of all agreements between Company and each person employed by or
independently contracting with Company with regard to compensation,
whether individually or collectively, and set forth in Exhibit
"4(a)(25)" is a list of all employees of Company entitled to
receive annual compensation in excess of Twenty Thousand Dollars,
U.S. ($20,000), and their respective salaries. The transactions
contemplated by this Agreement will not result in any liability for
severance pay to any employee or independent contractor of Company.
Neither Company nor Seller has informed any employee or independent
contractor providing services to Company that such person will
receive any increase in compensation or benefits or any ownership
interest in Company, nor is any such person entitled to
ADDENDUM TO STOCK PURCHASE AGREEMENT
PAGE 7
such an increase, whether as a result of the transactions
contemplated by this Agreement or otherwise;"
14. Paragraph 4(a)(35) is amended and restated to read as follows:
"(35) Except as disclosed on Exhibit "4(a)(35)" or as reserved
on the Company Financial Statements, Company's inventories of raw
materials, in-process and finished products are in good condition,
conform in all respects with applicable specifications and
warranties and are not obsolete. All in-process and finished
products in such inventories have been produced in compliance with
all applicable quality control procedures. As of the date hereof
and at the time of Final Settlement, the amount and mix of items in
inventory of supplies, in-process and finished products will be
consistent with Company's past business practices in kind and
amount;"
15. Paragraph 4(b) is amended and restated to read as follows:
"(b) Reaffirmation. As a condition precedent to Buyer
consummating the purchase described herein and proceeding to Final
Settlement, at the time of Final Settlement, Seller and Company
shall reaffirm all of their representations, obligations and
warranties contained in this Paragraph effective as of each such
time."
16. Paragraph 4(e) is amended and restated to read as follows:
"(e) Survival. This Paragraph 4 shall survive the date of Final
Settlement."
17. Paragraph 5(a) (preamble) is amended and restated to read as
follows:
"(a) Representations. Buyer hereby represents and warrants to,
and covenants and agrees with Seller as of the date hereof and as
of the date of Final Settlement (if at all), as follows:..."
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PAGE 8
18. Paragraph 5(a)(5) is amended and restated to read as follows:
"(5) As of June 30, 1998, Buyer's current liabilities to third
parties totaled no more than Twenty-five Thousand Dollars, U.S.
($25,000). All such liabilities will be discharged by Buyer on or
before the date of the special meeting of Buyer's shareholders to
vote pursuant to the proxy and proxy statement described in
Paragraph 5(b)(2), below."
19. Seller acknowledges Buyer has previously appointed Xx. Xxxxx
Xxxxxxxxx to Buyer's Board of Directors and that such appointment satisfies
Seller's obligations under Paragraph 5(b)(1) of the Agreement. Furthermore,
Buyer agrees that, immediately after the date of Final Settlement, all existing
directors, except Xx. Xxxxxxxxx, shall resign. Seller shall provide Buyer with
the curricula vitae of Xx. Xxxxxxxxx, together with additional nominees whose
names shall be submitted to Buyer's shareholders in accordance with Rule 14f-1
and Paragraph 5(b)(2) of the Agreement, as amended hereby. Buyer shall take all
appropriate corporate action in advance of Final Settlement as may be required
to effect the provisions of subparagraph 5(b).
20. Paragraph 5(b)(2) is amended and restated to read as follows:
"(2) As soon as practicable after the date of Final Settlement,
Buyer shall prepare and submit to the SEC and, if clearance is
obtained, thereafter, to its shareholders for affirmative vote, a
proxy and proxy statement requesting Buyer's shareholders to
approve each of the following, among other things:
(A) a change in Buyer's name to "Biofarm, Inc.";
(B) election of Xx. Xxxxxxxxx and any other Seller's
nominees to Buyer's Board of Directors."
21. Buyer acknowledges satisfactory resolution of the Radet Debt.
22. Paragraph 8 is amended and restated to read as follows:
ADDENDUM TO STOCK PURCHASE AGREEMENT
PAGE 9
"8. Final Settlement. Provided Buyer and Seller's
representations and warranties are true; provided Buyer has
approved of the form and content of all exhibits to this Agreement
not attached at the time of execution hereof; provided Buyer and
Seller have not defaulted in any of their obligations hereunder;
and provided all other conditions precedent to both Buyer's and
Seller's obligations hereunder have been satisfied; final
settlement ("Final Settlement") of the transactions contemplated by
this Agreement shall take place on or before September 2, 1998 at
the offices of Zarwin, Baum, DeVito, Xxxxxx & X'Xxxxxxx, P.C., 0000
Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, XX 00000 or on such other
date, and at such other time or place is agreed to by the parties.
The date of Final Settlement is herein referred to as the
Settlement Date or the Final Settlement Date."
23. Paragraph 9(a) (preamble) is amended and restated to read as
follows:
"(a) Opinion of the Company's and Seller's Counsel. Buyer shall
have received an opinion of counsel to Company and Seller,
delivered to Buyer pursuant to the instructions of Company and
Seller, dated the date of Final Settlement, in form and substance
satisfactory to Buyer and its counsel, to the effect that:..."
24. Paragraph 9(a)(2) is amended and restated to read as follows:
"(2) Subject to the additional requirements set forth in
Paragraph 33, below, the authorized Stock of the Company consists
of 35,967,878 shares of one class of common stock, of which
35,967,878 shares are issued and outstanding and of which
approximately eighty-seven percent (87%) are currently owned,
legally or beneficially, by Seller or by Controlled Companies. Such
opinion shall reflect the percentage of issued and outstanding
Stock transferred, which shall be not less than eighty percent
(80%) and to reflect that certificates or
ADDENDUM TO STOCK PURCHASE AGREEMENT
PAGE 10
other appropriate documents representing all Stock so transferred
have been duly endorsed for transfer or have had appropriate stock
powers attached or such other documentation as may be required has
been duly executed and delivered to all appropriate transfer agents
or other authorities such that, at Final Settlement, Buyer shall
obtain full and complete thereto with all rights of ownership. The
opinion shall state there is no preferred stock authorized, issued
or outstanding."
25. Paragraph 9(a)(3) is amended and restated to read as follows:
"(3) All of the issued and outstanding shares of Company's
Stock (including, but not limited to, all of Seller's Stock) have
been duly and validly authorized and issued and are fully or
partially paid and non-assessable."
26. In the first line of Paragraph 9(a)(4), reference to "into escrow"
is hereby deleted.
27. Paragraph 9(c)(1) is hereby deleted and of no further force or
effect.
28. Reference in Paragraph 9(g) to The Fulcrum Group as Escrow Agent is
hereby amended to reference Suisse Capital Complex, Inc. as Escrow Agent.
29. Paragraphs 9(i)(2) and 9(i)(4) are hereby deleted and of no further
force or effect.
30. Paragraph 10(a) is hereby deleted and of no further force or
effect, it being understood that at the time of Final Settlement, Seller shall
execute and deliver to all appropriate entities, transfer agents or persons all
instruments necessary or appropriate in order to transfer ownership of Seller's
Stock. Seller's Stock and all documents representing Seller's Stock, as
transferred into Buyer's name and ownership, shall thereafter be held by Escrow
Agent pursuant to the Escrow Agreement.
31. Buyer's obligations under Paragraph 10(c) relative to the change of
name are specifically understood to be subject to approval by Buyer's
shareholders pursuant to proxy vote.
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PAGE 11
32. Paragraph 33(a)(1) is amended and restated to read as follows:
"(1) Seller and Controlled Companies currently own
approximately 87% of the issued and outstanding Stock of Company,
title to all of which (together with any other Company Stock owned
by Seller or Controlled Companies as of the date of Final
Settlement) shall be transferred to Buyer in accordance with this
Agreement. From the date hereof until Final Settlement, neither
Seller nor Controlled Companies shall transfer, encumber,
alternate, sell, pledge or hypothecate any Company Stock in any
fashion."
33. (a) Paragraph 33 is amended to delete all references to an Escrow
closing and/or a Second Escrow Period. The various conditions precedent listed
in Paragraph 33(a) shall henceforth be understood as conditions precedent to
Buyer's obligation to proceed to Final Settlement. Furthermore, Paragraph
33(a)(9) is deleted and of no further force or effect and, in its place, Seller
shall, at Final Settlement, and as a condition precedent to Buyer's obligations
to proceed to Final Settlement, cause Company to execute and deliver an
assignment to Buyer of all of Company's right, title and interest in and to the
lawsuits described in Paragraph 13. Furthermore, Paragraph 33(b) is amended and
restated to read as follows:
"(b) Proxy. After Final Settlement, Buyer shall promptly
prepare and submit to the SEC for clearance a proxy statement
setting forth all of the items described in Paragraph 9(i).
Provided Buyer obtains such clearance, promptly thereafter, Buyer
shall provide the proxy statement (and all ancillary documentation)
to all of Buyer's Shareholders as of a date selected by Buyer in
Buyer's reasonable discretion, and further file all required
notices of a special meeting of Buyer's Shareholders at which a
vote on the items described in the proxy statement will occur.
Buyer's existing Board of Directors will recommend shareholder
approval of the items to be voted upon pursuant to the proxy
statement."
(b) Paragraphs 33(b), (c) and (e) are hereby deleted and deemed of
no further force or effect.
ADDENDUM TO STOCK PURCHASE AGREEMENT
PAGE 12
34. Buyer's address for Notices shall henceforth be:
c/o IDIICO
000 0/0 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
ATTENTION: Xx. Xxxxx Esrine
Facsimile: (000) 000-0000
Company's facsimile number is: ____________________
35. Items, originals of all of which are to be delivered to Buyer at
Final Settlement, are as follows:
(a) (1) Corporate Resolution of Xxxxxxx Bancorp LLC, a Nevada
corporation, dated May 26, 1998, together with Irrevocable Stock or Bond Power
executed in blank on May 26, 1998, by X.X. Xxxxxxxxx and assigning all of
Xxxxxxx Bancorp, LLC's right, title and interest in and to 26,737,797 shares of
Company Stock;
(2) May 19, 1998 letter from Capital Securities addressed to
Xx. Xxxxxx Xxxxxx, President of the Board of Directors of Company, relative to
details of the subscription for Company's new shares as a result of the
Resolution of the Extraordinary Shareholders Meeting held on April 14, 1998, and
accompanying attachment;
(b) Irrevocable Stock or Bond Power executed in blank on May 26,
1998, by X.X. Xxxxxxxxx and assigning all of Xxxxxxx Bancorp, LLC's right, title
and interest in and to 3,606,080 shares of Company Stock;
(c) Statement of account - Registry issued by the Romanian
Shareholders Registry for account number 00000000, providing a summary of
positions in Company held by Xxxxxxx Bancorp LLC as of December 23, 1997 (in
English and Romanian);
(d) Corporate Resolution of Xxxxxxxxxx Investments Limited dated
May 26, 1998 together with Irrevocable Stock or Bond Power executed in blank on
May 26, 1998, by X.X. Xxxxxxxxx and assigning all of Xxxxxxxxxx Investments
Limited's right, title and interest in and to 449,757 shares of Company Stock;
(e) May 21, 1998 letter from Capital Securities addressed to Xxxx
Xxxxx, General Counsel of Litchfield Continental Limited (BVI), relative to
confirmation of the purchase on behalf of Xxxxxxxxxx Investments Limited of
449,757 registered shares of Company Stock;
ADDENDUM TO STOCK PURCHASE AGREEMENT
PAGE 13
(f) Irrevocable Stock or Bond Power executed in blank on May 26,
1998 by X. X. Xxxxxxxxxxx and assigning all of his right, title and interest in
and to 400,207 shares of Company Stock;
(g) May 21, 1998 letter from Capital Securities addressed to Xxxx
Xxxxx, General Counsel of Litchfield Continental Limited (BVI), relative to
confirmation of the purchase on behalf of Xxxxxxx Xxxxxx Xxxxxxxxxxx of 400,207
registered shares of Company Stock;
(h) Irrevocable Stock or Bond Power executed in blank on May 26,
1998 by H. S. Branch and assigning all of his right, title and interest in and
to 159,999 shares of Company Stock;
(i) May 21, 1998 letter from Capital Securities addressed to Xxxx
Xxxxx, General Counsel of Litchfield Continental Limited (BVI), relative to
confirmation of the purchase on behalf of Xxxxxxxxx Xxxxx Branch of 159,999
registered shares of Company Stock;
(j) Convertible, Secured, Non-Negotiable Debenture;
(k) Corporate Resolution of Buyer ratifying the issuance of the
Debenture, this Addendum and all other agreements executed by Buyer in
connection with the business transaction described herein.
36. Seller and Company hereby incorporate by reference, ratify,
confirm, approve, warrant and restate the statements and representations made in
an attachment to a June 10, 1998 letter to Xxxxxxx X. Xxxxxxxx, Esq. from Xxxx
X. Xxxxx, LLB (Hons.), LLM, IBA, copy attached, including, but not limited, to
those relating to the presence or absence of certain exhibits, as well as any
information relating to the content of certain exhibits.
37. Except as modified hereby, the Agreement shall remain in full force
and effect. In the event of any conflict between the Agreement and this
Addendum, the terms of this Addendum shall control.
38. Notwithstanding anything to the contrary contained in Paragraph
8(b) of the Agreement or in this Addendum, the parties agree that the outside
date for Final Settlement shall in no case be after September 2, 1998 unless by
mutual agreement, in writing, executed by all parties.
39. Notwithstanding anything to the contrary contained in the
Agreement, including, but not limited to, Paragraphs 5(b)(2)(C) and 9(i)(4), it
shall not be a condition precedent to
ADDENDUM TO STOCK PURCHASE AGREEMENT
PAGE 14
Final Settlement that Buyer's shareholders approve the Agreement, as amended
hereby, or the business transaction represented by the Agreement, as amended
hereby, or any increase in the authorized stock of Buyer. All of such conditions
are hereby deleted and deemed of no force or effect. Further, all references in
the Agreement to Buyer's Notice and an escrow closing before Final Settlement
are hereby deleted and deemed of no force or effect. Further, it is specifically
understood the election of Xx. Xxxxxxxxx and any other Seller's nominees to
Buyer's Board of Directors is a requirement of Rule 14f-1 issued pursuant to the
Securities Exchange Act of 1934.
IN WITNESS WHEREOF, the parties have executed and delivered this
Addendum on the date first written above.
LITCHFIELD CONTINENTAL, LTD.
BY: /s/ Xxxxxxx Xxxxxxxxxxx (SEAL)
-----------------------
Its: ________________
BIOFARM S.A.
BY: /s/ Xxxxx X. Xxxxxxxxx (SEAL)
-----------------------
Its:_________________
GLOBAL SPILL MANAGEMENT, INC.
BY: /s/ Xxxxx Esrine (SEAL)
-----------------------
Its: Vice-President
September 3, 1998
ADDENDUM TO STOCK PURCHASE AGREEMENT
PAGE 15
STATE OF ______
COUNTY OF
On the ____ day of , 199_ before me, the undersigned officer,
personally appeared ________________________, known to me (satisfactorily
proven) to be the ___________________ of Litchfield Continental, Ltd., a
corporation, whose name is subscribed to the within instrument, and acknowledged
that (s)he has the authority to sign on behalf of Litchfield Continental, Ltd.,
and that (s)he has executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
--------------------------
Notary Public
My Commission Expires:
STATE OF ______
COUNTY OF
On the ____ day of , 199_ before me, the undersigned officer,
personally appeared ________________________, known to me (satisfactorily
proven) to be the ___________________ of Biofarm S.A., a corporation, whose name
is subscribed to the within instrument, and acknowledged that (s)he has the
authority to sign on behalf of Biofarm S.A., and that (s)he has executed the
same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
---------------------------
Notary Public
My Commission Expires:
ADDENDUM TO STOCK PURCHASE AGREEMENT
PAGE 16
