Exhibit 99.2
XXXXX OPTIONAL PARTICIPATION AGREEMENT
XXXXX OPTIONAL PARTICIPATION AGREEMENT dated as of November 3, 1997
between XXXXXX X. XXXXX, an individual ("Xxxxx") and XXXXX X. XXXXXX, an
individual ("Xxxxxx").
WHEREAS, pursuant to a certain Stock Purchase Agreement between
Compost America Holding Company, Inc. (the "Company") and Xxxxx dated November
3, 1997, Xxxxx has acquired common stock ("Common Stock") of the Company as well
as certain other securities and rights.
NOW, THEREFORE, in consideration of mutual and dependent promises set
forth in this Agreement, Xxxxx and Xxxxxx agree as follows:
Section 1. (a) In the event that (i) Xxxxxx alone or (ii) any person
or persons related to Xxxxxx by blood or marriage or (iii) any such person or
persons acting together with Xxxxxx intend(s) to sell in the aggregate more than
5% of the shares beneficially owned by all of them, Xxxxx may elect to sell the
shares held by Xxxxx in any amount up to the pro rata number of shares held by
Xxxxx. Xxxxxx shall provide written notice of such intent to sell such shares
to Xxxxx no later than 20 days prior to the consummation of the sale (a "Notice
of Intention"). Such Notice of Intention shall include the price per share and
method of payment. Xxxxx shall have the right and option, for a period of 20
days after the date the Notice of Intention is given to Xxxxx (the "Response
Period"), to deliver a written notice to Xxxxxx specifying the number of shares
which Xxxxx wishes to sell (a "Notice of Participation"), together with (A) the
certificate or certificates evidencing such shares duly endorsed in blank or
accompanied by written instruments of transfer in form reasonably satisfactory
to Xxxxxx executed by Xxxxx, (B) an instrument of assignment reasonably
satisfactory to Xxxxxx assigning, as of the consummation of the sale, all of
Xxxxx'x rights hereunder with respect to the shares to be sold and (C) a special
irrevocable power of attorney authorizing Xxxxxx to sell such shares on the
terms set forth in the Notice of Intention and to take all such actions as shall
be necessary or appropriate in order to consummate such sale.
(b) Xxxxxx shall consummate the sale of the shares within 90 days of
the receipt of the Notice of Participation. Promptly after such consummation of
the sale, Xxxxxx shall cause to be remitted to Xxxxx the total sales price of
the shares of Xxxxx sold pursuant thereto.
(c) If, at the end of the Response Period, Xxxxx shall not have given
a Notice of Participation (and delivered all other required documentation) with
respect to some or all of the pro rata number of shares of Xxxxx, Xxxxx shall be
deemed to have waived all of its rights under this Section with respect to the
sale of the pro rata number of shares with respect to which a Notice of
Participation shall not have been given (or the required
documents not delivered). If, at the end of the 90-day period following the
receipt of the Notice of Participation by Xxxxx, Xxxxxx has not completed the
sale of all the offered shares and the shares with respect to which Xxxxx shall
have given a Notice of Participation pursuant to this Section, Xxxxxx shall
return to Xxxxx all certificates evidencing the unsold shares that Xxxxx
delivered pursuant to this Section and Xxxxx'x related instruments of assignment
and power of attorney.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement in their individual capacity or caused it to be duly executed by their
respective authorized signatories thereunto duly authorized as of the day and
year first above written.
___________________________________________
Xxxxxx X. Xxxxx
___________________________________________
Xxxxx X. Xxxxxx
