0001193125-07-067459 Sample Contracts

Diversa Corporation REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 28th, 2007 • Diversa Corp • Services-commercial physical & biological research • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of March 28, 2007, by and among Diversa Corporation, a Delaware corporation (the “Company”), and UBS Securities LLC and the other Initial Purchasers named in the Purchase Agreement referred to below (collectively, the “Initial Purchasers”) pursuant to that certain Purchase Agreement, dated March 22, 2007 (the “Purchase Agreement”), among the Company and the Initial Purchasers.

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DIVERSA CORPORATION $100,000,000 Principal Amount PURCHASE AGREEMENT
Purchase Agreement • March 28th, 2007 • Diversa Corp • Services-commercial physical & biological research • New York

The Notes are to be issued pursuant to an indenture (the “Indenture”) to be dated as of March 28, 2007, between the Company and Wells Fargo Bank, N.A., as trustee (the “Trustee”). The Notes will be convertible in accordance with their terms and the terms of the Indenture into shares of the common stock (the “Common Stock”) of the Company, $0.001 par value per share (the “Shares”).

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