0001193125-06-117293 Sample Contracts

SECOND AMENDMENT TO PROMISSORY NOTE
Promissory Note • May 22nd, 2006 • Devcon International Corp • Concrete, gypsum & plaster products • New York

THIS SECOND AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made as of this 10h day of May, 2006, by and between Devcon International Corp., a Florida corporation, with headquarters located at 595 South Federal Highway, Suite 500, Boca Raton, Florida 33432 (the “Borrower”), on the one hand, and the lender that is a signatory to this Agreement (the “Lender”), on the other hand.

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SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 22nd, 2006 • Devcon International Corp • Concrete, gypsum & plaster products • New York

THIS SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of this 10th day of May, 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”), on the one hand, and HBK Main Street Investments L.P., Castlerigg Master Investments, Ltd. and CS Equity II, LLC (each individually, a “Buyer” and collectively, the “Buyers”).

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