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’ RepresentativeAgreement and Plan of Merger and Reorganization • February 12th, 2007 • Diversa 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 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).
February 12, 2007 Carlos Riva c/o Celunol Corp.Diversa Corp • February 12th, 2007 • Services-commercial physical & biological research
