WASTECO XXXXX AGREEMENT
RE EXCHANGE OF COMPOST PREFERRED AND
COMMON STOCK FOR EPIC STOCK
AGREEMENT dated as of November 3, 1997 between WASTECO VENTURES
LIMITED, a corporation organized under the laws of the British Virgin Islands
("Wasteco") and XXXXXX X. XXXXX, an individual ("Xxxxx").
WHEREAS, pursuant to certain Stock Purchase Agreement between Compost
America Holding Company, Inc. (the "Company") and Wasteco dated November 3,
1997, Wasteco has acquired Series A and C Preferred Stock ("Preferred Stock") of
the Company as well as certain other securities and rights; and
WHEREAS, as a result of holding such Preferred Stock, the holders
acting together have the right (the "Right") under specified circumstances to
obtain all of the stock of Xxxxx; and
WHEREAS, Xxxxx and Wasteco wish to record their agreement as to how
they will act together with respect to the Right; and
NOW, THEREFORE, in consideration of mutual and dependent promises set
forth in this Agreement, Wasteco and Xxxxx agree as follows:
Section 1. In the event that Wasteco desires to exercise the Right,
Xxxxx shall join in the exercise of the Right and shall tender all of his shares
of Preferred and Common Stock of Xxxxx acquired on the date of this Agreement.
Section 2. Xxxxx shall not exercise the Right, nor shall Wasteco be
obligated to tender its shares except upon its own exercise of the Right.
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.
WASTECO VENTURES LIMITED
By: /s/ Xxxx X. Xxxx
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Title:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
