LOCK-UP AGREEMENT (Celunol Stockholders)Lock-Up Agreement • February 12th, 2007 • Diversa 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 12th, 2007 • Diversa 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).
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • February 12th, 2007 • Diversa Corp • Services-commercial physical & biological research
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is made as of February 12, 2007 between DIVERSA CORPORATION, a Delaware corporation (the “Company”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, as rights agent (the “Rights Agent”).
VOTING AGREEMENT (Celunol Stockholders)Voting Agreement • February 12th, 2007 • Diversa Corp • Services-commercial physical & biological research • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of February 12, 2007, by and between DIVERSA CORPORATION, a Delaware corporation (“Parent”), and the Major Stockholders of CELUNOL CORP., a Delaware corporation (the “Company”) 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).
