Second Amendment to Securities Purchase Agreement



 Exhibit 10.1 
 SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT 
 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”). 
 Recitals 
 WHEREAS, the Company and Buyers are parties to that certain Securities Purchase Agreement, dated as of February 10, 2006, as amended from time to time (the “Agreement”). Capitalized terms
used but not defined herein shall have the meanings ascribed thereto in the Agreement; and 
 WHEREAS, the Company and Purchaser
desire to amend the Agreement to revise certain provisions pertaining to the Additional Closing Notice Deadline and the Additional Closing Deadline required under the Agreement. 
 NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: 
 1. Section 1(c) of the Agreement is hereby amended by deleting the words “May
10, 2006” and substituting the words “June 9, 2006” therefor, by deleting the words “May 19, 2006” and substituting the words “June 30, 2006” therefor, by deleting the words “July 20, 2006” and
substituting the words “September 5, 2006” therefor and by deleting the words “July 31, 2006” and substituting the words “September 15, 2006” therefor. 
 2. Section 4(i) of the Agreement is hereby amended by deleting the words “May 15, 2006” and substituting the words “May 22,
2006” therefor. 
 3. Section 4(p) of the Agreement is hereby amended by deleting the words “May 19, 2006” and
substituting the words “June 30, 2006” therefor and be deleting the words “July 31, 2006” and substituting the words “September 15, 2006” therefor. 
 4. Except as specifically amended hereby, the Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed.

 5. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of 








 
Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or
that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at
the address for such notices to it under this Amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AMENDMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.  
 6. This Amendment may be executed in two or more identical counterparts, all of which shall be
considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the
signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature. 
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 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Second Amendment to Securities Purchase Agreement to be duly executed as of the date first written above. 
  

			
	COMPANY:
	
	DEVCON INTERNATIONAL CORP.
		
	By:	 	 /s/ Stephen J. Ruzika

	Name:	 	Stephen J. Ruzika
	Title:	 	Chief Executive Officer and President


  

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 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Second Amendment to Securities Purchase Agreement to be duly executed as of the date first written above. 
  

			
	BUYERS:
	
	 HBK MAIN STREET INVESTMENTS L.P.
 By: HBK Investments L.P., Investment Advisor

		
	By:	 	 /s/ J. Baker Gentry, Jr.

	Name:	 	J. Baker Gentry, Jr.
	Title: 	 	Authorized Signatory


  

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 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Second Amendment to Securities Purchase Agreement to be duly executed as of the date first written above. 
  

			
	BUYERS:
	
	CASTLERIGG MASTER INVESTMENTS, LTD.
		
	By:	 	 /s/ Timothy O’Brien

	Name:	 	Timothy O’Brien
	Title:	 	Chief financial officer


  

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 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Second Amendment to Securities Purchase Agreement to be duly executed as of the date first written above. 
  

			
	BUYERS:
	
	CS EQUITY II LLC
		
	By:	 	 /s/ Joseph Turitz

	Name:	 	Joseph Turitz
	Title:	 	Authorized Signatory


  

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