0001193125-06-031675 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 14th, 2006 • Devcon International Corp • Concrete, gypsum & plaster products • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 10, 2006, by and among Devcon International Corp., a Florida corporation, with headquarters located at 595 South Federal Highway, Suite 500, Boca Raton, Florida 33432 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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VOTING AGREEMENT
Voting Agreement • February 14th, 2006 • Devcon International Corp • Concrete, gypsum & plaster products • New York

VOTING AGREEMENT, dated as of February 10, 2006 (this “Agreement”), by and among Devcon International Corp., a Florida corporation (the “Company”), and the shareholders listed on the signature pages hereto under the heading “Shareholders” (each a “Shareholder” and collectively, the “Shareholders”).

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