0000941655-07-000019 Sample Contracts

Lock-Up Agreement
Lock-Up Agreement • March 27th, 2007 • Rho Capital Partners Inc • Services-commercial physical & biological research

This Lock-Up Agreement is being delivered to you in connection with the proposed Purchase Agreement (the "Purchase Agreement") to be entered into by Diversa Corporation, a Delaware corporation (the "Company"), and you and the other Initial Purchasers named in Schedule A to the Purchase Agreement, with respect to the offering (the "Offering") without registration under the Securities Act of 1933, as amended (the "Act"), in reliance on Rule 144A under the Act, of Convertible Senior Notes (the "Notes") of the Company. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Purchase Agreement.

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