0001193125-07-057589 Sample Contracts

BC INTERNATIONAL CORPORATION INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 19th, 2007 • Diversa Corp • Services-commercial physical & biological research • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of December 20, 2004 between BC INTERNATIONAL, INC., a Delaware corporation (the “Company”), and Joshua Ruch (“Indemnitee”).

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CELUNOL CORP. EMPLOYEE INVENTION, NON-COMPETITION AND CONFIDENTIALITY AGREEMENT
Employee Invention, Non-Competition and Confidentiality Agreement • March 19th, 2007 • Diversa Corp • Services-commercial physical & biological research • Massachusetts

THIS AGREEMENT (the “Agreement”), made effective the date set forth below, is entered into by Celunol Corp., a Delaware corporation formerly known as BC International Corporation with its principal place of business at 980 Washington Street, Suite 122, Dedham, MA 02026 (the “Company”), and the person signing below as employee (the “Employee”).

CELUNOL CORP. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 19th, 2007 • Diversa Corp • Services-commercial physical & biological research

INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) made and entered into as of May 17, 2006 (the “Grant Date”) by and between Celunol Corp., a Delaware corporation formerly known as BC International Corporation (the “Company”), and the person signing below as optionee (the “Optionee”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • March 19th, 2007 • Diversa Corp • Services-commercial physical & biological research • New York

This EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into as of July 7, 2006 (the “Effective Date”), by and between Kerry Group Services International Limited (“KGSI”), an Irish corporation, with offices Prince’s Street, Tralee, Kerry, Ireland and Celunol Corp. (“CELUNOL”), a Delaware corporation, with offices at 980 Washington Street, Dedham, MA 02026 (jointly the “Parties” and either taken singly a “Party”).

JOINT DEVELOPMENT AND TECHNOLOGY TRANSFER AGREEMENT
Joint Development and Technology Transfer Agreement • March 19th, 2007 • Diversa Corp • Services-commercial physical & biological research • Massachusetts

This Joint Development and Technology Transfer Agreement (Agreement) is entered into as of July 10, 2001 (Effective Date) by and among BC International Corporation, a Delaware corporation (Licensor), Marubeni Corporation, a Japanese corporation (Marubeni), and Tsukishima Kikai Co., Ltd., a Japanese corporation (TSK) (each of Marubeni and TSK, a Licensee, and together, Licensees).

Celunol Letterhead]
Compensation Agreement • March 19th, 2007 • Diversa Corp • Services-commercial physical & biological research • Massachusetts

We are pleased to confirm the compensation agreement between you and Celunol Corp., a Delaware corporation (the “Company”). In consideration of the covenants and agreements set forth below, the Company hereby employs you, and you hereby agree to be employed by the Company, on the following terms and conditions:

CELUNOL CORP. Dedham, MA 02026
Employment Agreement • March 19th, 2007 • Diversa Corp • Services-commercial physical & biological research • Massachusetts

We are pleased to confirm the compensation agreement between you and Celunol Corp., a Delaware corporation formerly known as BC International Corporation (the “Company”). In consideration of the covenants and agreements set forth below, the Company hereby employs you, and you hereby agree to be employed by the Company, on the following terms and conditions:

CONSULTING AGREEMENT
Consulting Agreement • March 19th, 2007 • Diversa Corp • Services-commercial physical & biological research • Florida

THIS AGREEMENT, effective as of the date provided in paragraph 3 of this Agreement, by and between BC International Corporation, a Delaware corporation having offices at 980 Washington Street, Suite 122, Dedham, MA 02026 (hereinafter referred to as “BCI”), and Dr. Lonnie O. Ingram, an individual residing at 3132 NW 57th Terrace, Gainesville, FL 32606 (hereinafter referred to as “Consultant”).

CELUNOL CORP. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 19th, 2007 • Diversa Corp • Services-commercial physical & biological research

STOCK OPTION AGREEMENT (this “Agreement”) made and entered into as of January 30, 2007 (the “Grant Date”) by and between Celunol Corp., a Delaware corporation formerly known as BC International Corporation (the “Company”), and the person signing below as optionee (the “Optionee”).

May 17, 2006 Mr. John Malloy West Newbury, MA 01985 Dear John:
Compensation Agreement • March 19th, 2007 • Diversa Corp • Services-commercial physical & biological research • Massachusetts

We are pleased to confirm the compensation agreement between you and Celunol Corp., a Delaware corporation formerly known as BC International Corporation (the “Company”). In consideration of the covenants and agreements set forth below, the Company hereby employs you, and you hereby agree to be employed by the Company, on the following terms and conditions:

CELUNOL CORP. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 19th, 2007 • Diversa Corp • Services-commercial physical & biological research • Massachusetts

THIS AGREEMENT made this 8th day of November 2006, by and between Celunol Corp., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Employee”).

CELUNOL CORP. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 19th, 2007 • Diversa Corp • Services-commercial physical & biological research • Massachusetts

THIS AGREEMENT made this 1st day of July 2006, by and between Celunol Corp., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Employee”).

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