LOCK-UP AGREEMENT (Celunol Stockholders)Lock-Up Agreement • February 23rd, 2007 • Celunol Corp • Services-commercial physical & biological research • Delaware
THIS LOCK-UP AGREEMENT dated as of February 12, 2007 (this “Agreement”) is entered into by and between the undersigned stockholder (“Stockholder”) and DIVERSA CORPORATION, a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
VOTING AGREEMENT (Diversa Stockholders)Voting Agreement • February 23rd, 2007 • Celunol Corp • Services-commercial physical & biological research • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of February 12, 2007, by and between CELUNOL CORP., a Delaware corporation (the “Company”), and the Major Stockholders of DIVERSA CORPORATION, a Delaware corporation (“Parent”) whose signatures appear on the signature pages to this Agreement (each a “Major Stockholder”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: DIVERSA CORPORATION, a Delaware corporation; CONCORD MERGER SUB, INC., a Delaware corporation; CELUNOL CORP., a Delaware corporation; and WILLIAM LESE, as the Company Stockholders’ Representative...Agreement and Plan of Merger and Reorganization • February 23rd, 2007 • Celunol Corp • Services-commercial physical & biological research • Delaware
This Agreement and Plan of Merger and Reorganization (“Agreement”) is made and entered into as of February 12, 2007, by and among: Diversa Corporation, a Delaware corporation (“Parent”); Concord Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); Celunol Corp., a Delaware corporation (the “Company”); and William Lese (the “Company Stockholders’ Representative”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
LOCK-UP AGREEMENT (Diversa Stockholders)Lock-Up Agreement • February 23rd, 2007 • Celunol Corp • Services-commercial physical & biological research • Delaware
THIS LOCK-UP AGREEMENT dated as of February 12, 2007 (this “Agreement”) is entered into by and between the undersigned stockholder (“Stockholder”) and DIVERSA CORPORATION, a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
